REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020-4) DiscoverSeries Notes (herein called the “Class C(2020-4) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020-4) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020-4) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-4) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020-4) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-4) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-4) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-4) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note and of any Class C(2020-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 2 contracts
Sources: Omnibus Amendment to Specified Terms Documents (Discover Card Master Trust I), Indenture Trust Agreement (Discover Funding LLC)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2015-43) DiscoverSeries Notes (herein called the “Class C(2020A(2015-43) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2015-43) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2015-43) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2015-43) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2015-43) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2015-43) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2015-43) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2015-43) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2015-43) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2015-43) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2015-43) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2015-43) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2015-43) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2015-43) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2015-43) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2015-43) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2015-43) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2015-43) Note and of any Class C(2020A(2015-43) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2015-43) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2015-43) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2015-43) Note may be registered on the Note Register upon surrender of this Class C(2020A(2015-43) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2015-43) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2015-43) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2015-43) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2015-43) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2015-43) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2015-43) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2015-43) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020A(2015-43) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020A(2015-43) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020A(2015-43) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 2 contracts
Sources: Indenture Supplement (Discover Bank), Indenture Supplement (Discover Bank)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2015-4) DiscoverSeries Notes (herein called the “Class C(2020A(2015-4) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2015-4) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2015-4) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2015-4) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2015-4) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2015-4) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2015-4) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2015-4) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2015-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2015-4) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2015-4) NotesNote) the such Holder’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2015-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2015-4) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2015-4) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2015-4) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2015-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2015-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2015-4) Note and of any Class C(2020A(2015-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2015-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2015-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2015-4) Note may be registered on the Note Register upon surrender of this Class C(2020A(2015-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2015-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2015-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2015-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2015-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2015-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2015-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2015-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020A(2015-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020A(2015-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020A(2015-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 2 contracts
Sources: Indenture Supplement (Discover Card Master Trust I), Indenture Supplement (Discover Card Master Trust I)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020C(2010-41) DiscoverSeries Notes (herein called the “Class C(2020C(2010-41) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22July 26, 20152007, as amended by the First Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture SupplementIndenture, dated as of August 27June 4, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020C(2010-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020C(2010-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020C(2010-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020C(2010-41) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020C(2010-41) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020C(2010-41) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020C(2010-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020C(2010-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020C(2010-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020C(2010-41) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount▇▇▇▇▇▇, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020C(2010-41) Notes of record on the related Record Date (except for the final distribution with respect to the these Class C(2020C(2010-41) Notes) the pro rata share for such Holder of Class C(2020C(2010-41) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020C(2010-41) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020C(2010-41) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020C(2010-41) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020C(2010-41) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020C(2010-41) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020C(2010-41) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020C(2010-41) Note and of any Class C(2020C(2010-41) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020C(2010-41) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020C(2010-41) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020C(2010-41) Note may be registered on the Note Register upon surrender of this Class C(2020C(2010-41) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020C(2010-41) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020C(2010-41) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020C(2010-41) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020C(2010-41) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020C(2010-41) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020C(2010-41) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020C(2010-41) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020C(2010-41) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020C(2010-41) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020C(2010-41) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Class C(2010 1) Terms Document (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020C(2012-43) DiscoverSeries Notes (herein called the “Class C(2020C(2012-43) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22July 26, 20152007, as amended by the First Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture SupplementIndenture, dated as of August 27June 4, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020C(2012-43) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020C(2012-43) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020C(2012-43) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020C(2012-43) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020C(2012-43) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020C(2012-43) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020C(2012-43) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020C(2012-43) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020C(2012-43) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020C(2012-43) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount▇▇▇▇▇▇, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020C(2012-43) Notes of record on the related Record Date (except for the final distribution with respect to the these Class C(2020C(2012-43) Notes) the pro rata share for such Holder of Class C(2020C(2012-43) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020C(2012-43) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020C(2012-43) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020C(2012-43) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020C(2012-43) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020C(2012-43) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020C(2012-43) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020C(2012-43) Note and of any Class C(2020C(2012-43) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020C(2012-43) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020C(2012-43) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020C(2012-43) Note may be registered on the Note Register upon surrender of this Class C(2020C(2012-43) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020C(2012-43) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020C(2012-43) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020C(2012-43) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020C(2012-43) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020C(2012-43) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020C(2012-43) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020C(2012-43) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020C(2012-43) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020C(2012-43) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020C(2012-43) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2014-43) DiscoverSeries Notes (herein called the “Class C(2020A(2014-43) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2014-43) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2014-43) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2014-43) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2014-43) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2014-43) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2014-43) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2014-43) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2014-43) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2014-43) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2014-43) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2014-43) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2014-43) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2014-43) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2014-43) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2014-43) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2014-43) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2014-43) Note and of any Class C(2020A(2014-43) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2014-43) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2014-43) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2014-43) Note may be registered on the Note Register upon surrender of this Class C(2020A(2014-43) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2014-43) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2014-43) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2014-43) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2014-43) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2014-43) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2014-43) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2014-43) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Master Trust I)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020-45) DiscoverSeries Notes (herein called the “Class C(2020-45) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020-45) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020-45) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-45) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-45) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-45) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-45) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020-45) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-45) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-45) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-4) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note and of any Class C(2020-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.C(2020-
Appears in 1 contract
REVERSE OF NOTE. This Note Series 2004-1 Note, Class B is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Floating Rate Asset Backed Notes, Series 2004-1 Class C(2020-4) DiscoverSeries Notes B (herein called the “Class C(2020-4) Notes”), all issued under an Amended and Restated Indenture, Indenture dated as of December 22June 10, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2004 (such Indenture, as may be further supplemented or amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated an Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 10, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2004 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and The Bank of New York, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all Indenture Supplement Supplements thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020-4) Notes are subject to all terms of the Indenture, Indenture and the Indenture Supplement and the Terms DocumentSupplement. All terms used in this Class C(2020-4) Note that are defined in the Indenture, Indenture or the Indenture Supplement and the Terms Document Supplement, each as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-4) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020-4) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-4) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-4) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-4) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note and of any Class C(2020-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office so supplemented or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New Yorkamended. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4Note covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Master Trust, the Master Trust Trustee, the Issuer, the Master Owner Trust Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Master Trust Trustee, the Indenture Trustee or the Master Owner Trust Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Master Trust Trustee the Issuer, (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Master Trust Trustee, the Indenture Trustee or the Master Owner Trust Trustee in its individual capacity, or (iv) any holder of a beneficial interest in the Master Trust Trustee, the Master Owner Trust Trustee, the Master Trust, the Issuer, the Master Owner Trust Trustee or the Indenture Trustee or of any successor or assign of the Master Trust Trustee, the Indenture Trustee or the Master Owner Trust Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture it will that such Noteholder shall not at any time institute against Navistar Financial Securities Corporation, Navistar Financial Corporation, the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against Navistar Financial Securities Corporation, Navistar Financial Corporation, the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivershipbankruptcy, insolvencyreorganization, bankruptcy arrangement, insolvency or other similar liquidation proceedings, or other proceedings under any United States federal Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, Indenture or any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreementother Issuer Document. Prior to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be is overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permitsTHIS NOTE AND THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, with certain exceptions as therein providedWITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. No reference herein to the Indenture at any time by the Issuer with the consent and no provision of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class this Note or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and certain past defaults under unconditional, to pay the Indenture principal of and their consequencesinterest on this Note at the times, place, and rate, and in the coin or currency herein prescribed. Any such consent Social Security or waiver by taxpayer I.D. or other identifying number of assignee FOR VALUE RECEIVED, the Holder undersigned hereby sells, assigns and transfers unto (name and address of this Class C(2020-4assignee) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of any substitution in the premises. * Signature Guaranteed Under the Series 2004-1 Indenture Supplement dated as of June 10, 2004 (the “Indenture Supplement”) by and among the Navistar Financial Dealer Note issued upon Master Owner Trust (the registration “Master Owner Trust”) and The Bank of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The New York, as trustee (the “Indenture also permits Trustee”), the Indenture Trustee is required to amend or waive prepare certain terms information each month regarding current distributions to certain accounts and conditions payments on the Series 2004-1 Notes as well as the performance of the Master Owner Trust during the previous month. The information which is required to be prepared with respect to the Payment Date of , , the Transfer Date of , and with respect to the performance of the Master Owner Trust during the Due Period ended on , and the Distribution Period ended , is set forth below. Certain of the information is presented on the basis of an original principal amount of $1,000 per Note. Certain other information is presented based on the aggregate amounts for the Master Owner Trust as a whole. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Indenture without the consent of Holders of the Notes issued thereunderSupplement.
Appears in 1 contract
Sources: Indenture Supplement (Navistar Financial Dealer Note Master Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes securities of the Issuer, designated as its Class C(2020-4) DiscoverSeries Notes Issuer (herein called the “Class C(2020-4) Notes”), all issued and to be issued in one or more series under an Amended Indenture (the “Base Indenture”), dated as of December 10, 2009, between the Issuer and Restated Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee”, which term includes any successor trustee), as amended and supplemented by the First Supplemental Indenture, dated as of December 2210, 20152009, as amended by Amendment No. 1 to Master Indenture among the Issuer, CIT Group Inc., a corporation organized and Amendment No. 1 to Indenture Supplementexisting under the laws of Delaware (the “Company”), dated as of August 27the guarantors named therein, 2019 including the Company (such the “Guarantors”) and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the Issuer, the Indenture Company, the Guarantors, the Trustee and the Holders holders of the Notes. The Class C(2020-4) Notes are subject to all terms and of the Indentureterms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the Indenture Supplement and series designated on the Terms Documentface hereof, limited in aggregate principal amount to $[ ]. All terms used in this Class C(2020-4) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in the Indenture. The Issuer may, at its option, redeem the Notes of this series in whole or pursuant in part, on or after January 1, 2010, at a price per Note equal to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are and will be equally and ratably secured by the collateral pledged redemption price as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture SupplementIndenture. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent Except as set forth in the Indenture Supplement. The Stated Principal Amount this paragraph and in Article 3 and Section 7.15 of the Class C(2020-4) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described aboveSupplemental Indenture, the entire unpaid Stated Principal Amount of this Class C(2020-4) Note shall be due and payable on Issuer may not redeem the Legal Notes at its option prior to the Maturity Date. Notwithstanding The Issuer is obligated to offer to repurchase the foregoingNotes in connection with certain Asset Sales or a Change of Control, as described in the entire unpaid Outstanding Dollar Principal Amount Indenture. The Notes are not entitled to the benefit of the Class C(2020-4) Notes shall be due and payable on the date on which any sinking fund. If an Event of Default relating with respect to the Class C(2020-4) Notes shall have occurred occur and be continuing and, except in the event of an insolvency related defaultcontinuing, the Indenture Trustee or the Majority Holders principal of the applicable Series, Class Notes of this series may become or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have may be declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of and with the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-4) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note and of any Class C(2020-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as effect provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification entry into one or more supplemental indentures for purposes of amending or modifying the rights and obligations of the Issuer and the rights of the Holders holders of the Notes under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders holders of Notes representing not less than 66 2/3% a majority in principal amount of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of NotesNotes at the time Outstanding. The Indenture also contains provisions permitting the Holders holders of Notes representing specified percentages in principal amount of the Outstanding Dollar Principal Amount of Notes at the Notestime Outstanding, on behalf of the Holders holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequencesthe consequences thereof. Any such consent or waiver by the Holder holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder holder and upon all future Holders holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof herefor or in lieu hereof hereof, whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits Notes are issuable only in registered form without coupons in the Indenture Trustee to amend or waive certain terms and conditions set forth denominations specified in the Indenture without the consent of Holders and any integral multiple in excess thereof, except as provided in Section 2.3 of the Supplemental Indenture. Except as provided in Section 2.4 of the Supplemental Indenture, the Notes shall be issued thereunder.in fully registered, certificated form, bearing identical terms. Principal of and interest on the Notes shall be payable, the transfer of such Notes shall be registrable, and such Notes shall be exchangeable for Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York. No service charge shall be made for any registration of transfer or exchange of the Notes, but the Issuer may require payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The payment of principal of, premium, if any, and interest on this Note is expressly subordinated, to the extent and in the manner provided in the Indenture, to the Senior Debt. The obligations of the Issuer under the Note have been guaranteed by the Guarantors to the extent and as is provided in the Indenture. The obligations of the Issuer under the Indenture and the Notes, and of the Guarantors under the Note Guarantees, have been secured by a second-priority security interest in the Collateral to the extent and as provided in the Indenture. The Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary. The Notes are not savings accounts or deposits with CIT Bank or any other Subsidiary of the Company nor are they insured by the United States Federal Deposit Insurance Corporation or by the United States or any agency or fund of the United States. In addition, the Notes are not obligations of, or Guaranteed by, any Regulated Subsidiaries or any other Unrestricted Subsidiaries of the Company. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE. FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to: (Insert assignee’s social security or tax identification number) (Insert address and zip code of assignee) and irrevocably appoints agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him or her. Date: Signature: Signature Guarantee: (Sign exactly as your name appears on the other side of this Note) If you want to elect to have this Security purchased by the Company pursuant to Section 3.3 or 3.4 of the Indenture, check the box: o If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.3 or 3.4 of the Indenture, state the amount in principal amount: $ Dated: Your Signature:
Appears in 1 contract
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020-42) DiscoverSeries Notes (herein called the “Class C(2020-42) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-42) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-42) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-42) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-42) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020-42) Notes) the pro rata share for such Holder of Class C(2020-42) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020-42) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-42) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-42) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-42) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-42) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-42) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-42) Note and of any Class C(2020-42) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-42) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-42) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-42) Note may be registered on the Note Register upon surrender of this Class C(2020-42) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-42) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-42) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-42) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-42) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-42) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-42) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-42) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-42) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-42) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-42) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020C(2012-41) DiscoverSeries Notes (herein called the “Class C(2020C(2012-41) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22July 26, 20152007, as amended by the First Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture SupplementIndenture, dated as of August 27June 4, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020C(2012-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020C(2012-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020C(2012-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020C(2012-41) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020C(2012-41) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020C(2012-41) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020C(2012-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020C(2012-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020C(2012-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020C(2012-41) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount▇▇▇▇▇▇, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020C(2012-41) Notes of record on the related Record Date (except for the final distribution with respect to the these Class C(2020C(2012-41) Notes) the pro rata share for such Holder of Class C(2020C(2012-41) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020C(2012-41) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020C(2012-41) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020C(2012-41) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020C(2012-41) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020C(2012-41) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020C(2012-41) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020C(2012-41) Note and of any Class C(2020C(2012-41) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020C(2012-41) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020C(2012-41) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020C(2012-41) Note may be registered on the Note Register upon surrender of this Class C(2020C(2012-41) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020C(2012-41) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020C(2012-41) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020C(2012-41) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020C(2012-41) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020C(2012-41) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020C(2012-41) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020C(2012-41) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Class C(2012 1) Terms Document (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020B(2020-42) DiscoverSeries Notes (herein called the “Class C(2020B(2020-42) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020B(2020-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020B(2020-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C B Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020B(2020-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020B(2020-42) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020B(2020-42) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020B(2020-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020B(2020-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020B(2020-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020B(2020-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020B(2020-42) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020B(2020-42) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020B(2020-42) Notes) the pro rata share for such Holder of Class C(2020B(2020-42) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C B Notes. Payments of interest on this Class C(2020B(2020-42) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020B(2020-42) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020B(2020-42) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020B(2020-42) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020B(2020-42) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020B(2020-42) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020B(2020-42) Note and of any Class C(2020B(2020-42) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020B(2020-42) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020B(2020-42) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020B(2020-42) Note may be registered on the Note Register upon surrender of this Class C(2020B(2020-42) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020B(2020-42) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020B(2020-42) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020B(2020-42) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020B(2020-42) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020B(2020-42) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020B(2020-42) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020B(2020-42) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020B(2020-42) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020B(2020-42) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020B(2020-42) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Omnibus Amendment to Specified Terms Documents (Discover Card Master Trust I)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020B(2007-42) DiscoverSeries Notes (herein called the “Class C(2020B(2007-42) Notes”), all issued under an Amended and Restated Indenture, Indenture dated as of December 22July 26, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2007 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated an Indenture Supplement for the DiscoverSeries Notes, dated as of December 22July 26, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2007 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020B(2007-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020B(2007-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D C Notes of the DiscoverSeries and other tranches of Class C B Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020B(2007-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020B(2007-42) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020B(2007-42) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020B(2007-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020B(2007-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020B(2007-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020B(2007-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020B(2007-42) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020B(2007-42) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020B(2007-42) Notes) the pro rata share for such Holder of Class C(2020B(2007-42) Notes Notes’ pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C B Notes. Payments of interest on this Class C(2020B(2007-42) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020B(2007-42) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020B(2007-42) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020B(2007-42) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020B(2007-42) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020B(2007-42) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020B(2007-42) Note and of any Class C(2020B(2007-42) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020B(2007-42) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020B(2007-42) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020B(2007-42) Note may be registered on the Note Register upon surrender of this Class C(2020B(2007-42) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020B(2007-42) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020B(2007-42) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020B(2007-42) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020B(2007-42) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020B(2007-42) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020B(2007-42) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020B(2007-42) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020B(2007-42) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020B(2007-42) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020B(2007-42) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Bank)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2011-42) DiscoverSeries Notes (herein called the “Class C(2020A(2011-42) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2011-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2011-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2011-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2011-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2011-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2011-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2011-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2011-42) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2011-42) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2011-42) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2011-42) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2011-42) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2011-42) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2011-42) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2011-42) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2011-42) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2011-42) Note and of any Class C(2020A(2011-42) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2011-42) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2011-42) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2011-42) Note may be registered on the Note Register upon surrender of this Class C(2020A(2011-42) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2011-42) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2011-42) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2011-42) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2011-42) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2011-42) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2011-42) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2011-42) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020A(2011-42) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020A(2011-42) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020A(2011-42) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020-43) DiscoverSeries Notes (herein called the “Class C(2020-43) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020-43) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020-43) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-43) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-43) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-43) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-43) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020-43) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-43) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-43) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-43) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-43) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020-43) Notes) the pro rata share for such Holder of Class C(2020-43) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020-43) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-43) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-43) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-43) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-43) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-43) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-43) Note and of any Class C(2020-43) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-43) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-43) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-43) Note may be registered on the Note Register upon surrender of this Class C(2020-43) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-43) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-43) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-43) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-43) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-43) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-43) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-43) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-43) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-43) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-43) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Omnibus Amendment to Specified Terms Documents (Discover Card Master Trust I)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020-41) DiscoverSeries Notes (herein called the “Class C(2020-41) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-41) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-41) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-41) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-4) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note and of any Class C(2020-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.C(2020-
Appears in 1 contract
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2012-43) DiscoverSeries Notes (herein called the “Class C(2020A(2012-43) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2012-43) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2012-43) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2012-43) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2012-43) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2012-43) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2012-43) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2012-43) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2012-43) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2012-43) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2012-43) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2012-43) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2012-43) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2012-43) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2012-43) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2012-43) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2012-43) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2012-43) Note and of any Class C(2020A(2012-43) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2012-43) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2012-43) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2012-43) Note may be registered on the Note Register upon surrender of this Class C(2020A(2012-43) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2012-43) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2012-43) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2012-43) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2012-43) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2012-43) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2012-43) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2012-43) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020C(2023-41) DiscoverSeries Notes (herein called the “Class C(2020C(2023-41) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020C(2023-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020C(2023-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020C(2023-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020C(2023-41) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Class C(2023-1) Notes will not bear interest. Principal Amounts allocable to the Class C(2020C(2023-41) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020C(2023-41) Notes will be payable on (i) the Expected Maturity Date, (ii) each Distribution Date in on which the amount calculated pursuant to Section 2.02 of the Terms Document is positive and (iii) any Distribution Date that is designated as an Expected Principal Payment Date pursuant to Section 2.08 of the Terms Document (“Expected Principal Payment Date”). For each Expected Principal Payment Date, the amount described on of principal due with respect to the face hereofClass C(2023-1) Notes shall be an amount, except as otherwise if positive, equal to the amount derived from the formula provided in Section 2.02 of the Indenture or the Indenture SupplementTerms Document. As described above, the entire unpaid Stated Outstanding Dollar Principal Amount of this Class C(2020C(2023-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020C(2023-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020C(2023-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020C(2023-41) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020C(2023-41) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020C(2023-41) Notes) the pro rata share for such Holder of Class C(2020C(2023-41) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest principal made on this Class C(2020-4) Note due and payable on each any Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020C(2023-41) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020C(2023-41) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020C(2023-41) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020C(2023-41) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020C(2023-41) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020C(2023-41) Note and of any Class C(2020C(2023-41) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020C(2023-41) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020C(2023-41) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020C(2023-41) Note may be registered on the Note Register upon surrender of this Class C(2020C(2023-41) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020C(2023-41) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020C(2023-41) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020C(2023-41) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020C(2023-41) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020C(2023-41) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020C(2023-41) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020C(2023-41) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020C(2023-41) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020C(2023-41) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020C(2023-41) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Master Trust I)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2012-4) DiscoverSeries Notes (herein called the “Class C(2020A(2012-4) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2012-4) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2012-4) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2012-4) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2012-4) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2012-4) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2012-4) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2012-4) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2012-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2012-4) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2012-4) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2012-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2012-4) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2012-4) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2012-4) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2012-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2012-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2012-4) Note and of any Class C(2020A(2012-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2012-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2012-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2012-4) Note may be registered on the Note Register upon surrender of this Class C(2020A(2012-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2012-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2012-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2012-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2012-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2012-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2012-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2012-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020B(2012-41) DiscoverSeries Notes (herein called the “Class C(2020B(2012-41) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22July 26, 20152007, as amended by the First Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture SupplementIndenture, dated as of August 27June 4, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 20152010, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020B(2012-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020B(2012-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C B Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020B(2012-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020B(2012-41) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020B(2012-41) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020B(2012-41) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020B(2012-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020B(2012-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020B(2012-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020B(2012-41) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount▇▇▇▇▇▇, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020B(2012-41) Notes of record on the related Record Date (except for the final distribution with respect to the these Class C(2020B(2012-41) Notes) the pro rata share for such Holder of Class C(2020B(2012-41) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C B Notes. Payments of interest on this Class C(2020B(2012-41) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020B(2012-41) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020B(2012-41) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020B(2012-41) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020B(2012-41) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020B(2012-41) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020B(2012-41) Note and of any Class C(2020B(2012-41) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020B(2012-41) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020B(2012-41) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020B(2012-41) Note may be registered on the Note Register upon surrender of this Class C(2020B(2012-41) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020B(2012-41) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020B(2012-41) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020B(2012-41) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020B(2012-41) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020B(2012-41) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020B(2012-41) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020B(2012-41) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Class B(2012 1) Terms Document (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020B(2012-43) DiscoverSeries Notes (herein called the “Class C(2020B(2012-43) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020B(2012-43) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020B(2012-43) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C B Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020B(2012-43) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020B(2012-43) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020B(2012-43) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020B(2012-43) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020B(2012-43) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020B(2012-43) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020B(2012-43) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020B(2012-43) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020B(2012-43) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C B Notes. Payments of interest on this Class C(2020B(2012-43) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020B(2012-43) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020B(2012-43) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020B(2012-43) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020B(2012-43) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020B(2012-43) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020B(2012-43) Note and of any Class C(2020B(2012-43) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020B(2012-43) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020B(2012-43) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020B(2012-43) Note may be registered on the Note Register upon surrender of this Class C(2020B(2012-43) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020B(2012-43) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020B(2012-43) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020B(2012-43) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020B(2012-43) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020B(2012-43) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020B(2012-43) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020B(2012-43) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020C(2018-41) DiscoverSeries Notes (herein called the “Class C(2020C(2018-41) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2015 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2015 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020C(2018-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020C(2018-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020C(2018-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020C(2018-41) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020C(2018-41) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020C(2018-41) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020C(2018-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020C(2018-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020C(2018-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020C(2018-41) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020C(2018-41) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020C(2018-41) Notes) the pro rata share for such Holder of Class C(2020C(2018-41) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020C(2018-41) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020C(2018-41) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020C(2018-41) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020C(2018-41) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020C(2018-41) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020C(2018-41) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020C(2018-41) Note and of any Class C(2020C(2018-41) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020C(2018-41) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020C(2018-41) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020C(2018-41) Note may be registered on the Note Register upon surrender of this Class C(2020C(2018-41) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020C(2018-41) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020C(2018-41) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020C(2018-41) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020C(2018-41) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020C(2018-41) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020C(2018-41) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020C(2018-41) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020C(2018-41) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020C(2018-41) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020C(2018-41) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020B(2011-42) DiscoverSeries Notes (herein called the “Class C(2020B(2011-42) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22July 26, 20152007, as amended by the First Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture SupplementIndenture, dated as of August 27June 4, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 20152010, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020B(2011-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020B(2011-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C B Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020B(2011-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020B(2011-42) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020B(2011-42) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020B(2011-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020B(2011-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020B(2011-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020B(2011-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020B(2011-42) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount▇▇▇▇▇▇, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020B(2011-42) Notes of record on the related Record Date (except for the final distribution with respect to the these Class C(2020B(2011-42) Notes) the pro rata share for such Holder of Class C(2020B(2011-42) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C B Notes. Payments of interest on this Class C(2020B(2011-42) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020B(2011-42) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020B(2011-42) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020B(2011-42) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020B(2011-42) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020B(2011-42) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020B(2011-42) Note and of any Class C(2020B(2011-42) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020B(2011-42) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020B(2011-42) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020B(2011-42) Note may be registered on the Note Register upon surrender of this Class C(2020B(2011-42) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020B(2011-42) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020B(2011-42) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020B(2011-42) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020B(2011-42) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020B(2011-42) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020B(2011-42) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020B(2011-42) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020B(2011-42) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020B(2011-42) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020B(2011-42) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Class B(2011 2) Terms Document (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2012-4A) DiscoverSeries Notes (herein called the “Class C(2020A(2012-4A) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2012-4A) Notes are subject to all terms of the Indenture, the Indenture Supplement Supplement, the Terms Document for the Class A(2012-A) Notes, dated as of March 29, 2012 (such Terms Document, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Terms Document”), between the Issuer and Indenture Trustee, the Note Purchase Agreement and the Terms DocumentFee Letter, dated as of March 29, 2012 among The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, the Note Issuance Trust and Discover Bank (such Fee Letter, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Fee Letter”). All terms used in this Class C(2020A(2012-4A) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2012-4A) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2012-4A) Notes will be payable on or prior to the Expected Maturity Date, or, if such date is extended pursuant to the Note Purchase Agreement, the Existing Expected Maturity Date (as defined in the Note Purchase Agreement), in an amount described on the face hereofhereof except as otherwise provided in the Indenture, the Indenture Supplement or the Terms Document. During the Liquidation Period, if any, principal will be distributed monthly on each Distribution Date, commencing on the month following the commencement of such period. Principal of any Increase Amount for which an Interim Expected Maturity Date is designated will be payable on or prior to such Interim Expected Maturity Date, except as otherwise provided in the Indenture, the Indenture Supplement or the Indenture SupplementTerms Document. During the Interim Liquidation Period, if any, principal will be distributed monthly on each Distribution Date, commencing on the month following the commencement of such period. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2012-4A) Note shall be due and payable on the Legal Maturity Date, or if such date is extended pursuant to the Note Purchase Agreement, the Existing Legal Maturity Date (as defined in the Note Purchase Agreement). Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2012-4A) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2012-4A) Notes shall have occurred and be continuing and, except in the event of an insolvency insolvency-related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2012-4A) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2012-4A) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2012-4A) NotesNote) the pro rata share for such Holder of Class C(2020A(2012-4A) Notes Notes’ pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2012-4A) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2012-4A) Note, shall be made by check mailed to or by wire transfer to the Person whose name appears as the Registered Holder of this Class C(2020A(2012-4A) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-4) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by . Any such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2012-4A) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2012-4A) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2012-4A) Note and of any Class C(2020A(2012-4A) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2012-4A) Note on a Payment DateDate occurring after the Purchase Commitment Termination Date (as defined in the Note Purchase Agreement), then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2012-4A) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2012-4A) Note may be registered on the Note Register upon surrender of this Class C(2020A(2012-4A) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2012-4A) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2012-4A) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2012-4A) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2012-4A) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at not, prior to the date that is one year and one day after the later of (i) the termination of the Second Amended and Restated Pooling and Servicing Agreement dated as of June 4, 2010, as amended by the First Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 18, 2011, among Discover Bank, as Master Servicer, Servicer and Seller, and U.S. Bank National Association, as Trustee, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time (the “Pooling and Servicing Agreement”), with respect to Discover Card Master Trust I (the “Master Trust”), (ii) termination of the Trust Agreement dated as of July 2, 2007, as amended by the First Amendment to Trust Agreement, dated as of June 4, 2010, between Discover Bank, as Beneficiary, and Wilmington Trust Company, as Owner Trustee, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time (the “Trust Agreement”), with respect to the Issuer or (iii) the date on which no notes of any time institute against tranche, class or series of notes issued by the IssuerIssuer remain outstanding, any acquiesce, petition or otherwise invoke or cause the Master Trust or the Issuer to invoke the process of any special Governmental Authority for the purpose entity that acts as of commencing or sustaining a depositor with respect to case against the Master Trust or the Issuer under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Trust or the Issuer or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2012-4A) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2012-4A) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2012-4A) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020A(2012-4A) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020A(2012-4A) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020A(2012-4A) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Class A(2012 A) Terms Document (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note Security is one of the Notes of a duly authorized issue of Notes securities of the Issuer, designated as its Class C(2020-4) DiscoverSeries Notes Company (herein called the “Class C(2020-4) NotesSecurities”), all issued under an Amended and Restated to be issued in one or more series pursuant to the Junior Subordinated Indenture, dated as of December 22June 11, 20152014, as amended by Amendment No. 1 to Master Indenture between the Company and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 U.S. Bank National Association (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Trustee”) (the “Base Indenture”), as supplemented and amended by a Second Amended and Restated First Supplemental Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 11, 20152014 by and between the Company and the Trustee (the “First Supplemental Indenture” and together with the Base Indenture, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as it may be further amended, restated, hereafter supplemented or amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture SupplementIndenture”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference . Reference is hereby made to the Indenture for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Trustee and the Holders (the word “Holder” or “Holders” meaning the registered holder or registered holders) of the Notes. The Class C(2020-4This Security is one of the series designated on the face hereof (the “Series A Notes”) Notes are which is limited in aggregate principal amount to $143,750,000. Capitalized terms used herein but not defined herein shall have the respective meanings assigned thereto in the Indenture. As provided in and subject to all terms of the provisions in the Indenture, if there has been a Failed Final Remarketing, the Company may, at its option, redeem the Series A Notes, in whole or in part, from time to time on or after April 1, 2019, at a price equal to the Redemption Price, in accordance with Article III of the Base Indenture Supplement and Article III of the First Supplemental Indenture. The Series A Notes shall be remarketed as provided in the First Supplemental Indenture. In connection with a Successful Remarketing, the Remarketing Agent, in consultation with the Company, may reset the interest rate. Following any Successful Remarketing of the Series A Notes, the interest will be payable semi-annually, on April 1 and October 1 of each year, the Series A Notes will cease to be redeemable at the Company’s option and the Terms DocumentCompany will cease to have the ability to defer interest payments on the Series A Notes. All terms used Pursuant to the First Supplemental Indenture, if there has not been a Successful Remarketing prior to the end of the Final Remarketing Period, Holders of the Series A Notes will have the right to require the Company to purchase such Series A Notes for cash on the Purchase Contract Settlement Date at a price per Series A Note to be purchased equal to the principal amount of the applicable Series A Note. The Series A Notes are not subject to the operation of any sinking fund and, except as set forth in this Class C(2020-4) Note that the First Supplemental Indenture, are not repayable at the option of a Holder thereof prior to the Stated Maturity. In the case an Event of Default, as defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-4) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020-4) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-4) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-4) Notes shall have occurred and be continuing and, except in the event of an insolvency related defaultcontinuing, the Indenture Trustee or the Majority Holders principal of all of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Series A Notes may be rescinded by declared, and upon such declaration shall become, due and payable, in the Majority Holders of such applicable Seriesmanner, Class or Tranche of Notes. On any day occurring on or after with the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal effect and subject to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-4) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note and of any Class C(2020-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-4) NotePurchase Contract Settlement Date, the Issuer, the Indenture Trustee and any agent provisions of Section 12.5 of the Issuer or the Base Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or shall not this Class C(2020-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice apply to the contrarySeries A Notes. The Company will not pay any additional amounts to any Holder who is not a United States person in respect of any tax, assessment or governmental charge. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer Company and the rights of the Holders of the Series A Notes under the Indenture at any time by the Issuer Company and the Trustee with the consent of the Holders of Notes representing not less than 66 2/3% a majority in principal amount of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of NotesSeries A Notes outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages in principal amount of the Outstanding Dollar Principal Amount of Series A Notes at the Notestime outstanding, on behalf of the Holders of all the outstanding Series A Notes, to waive compliance by the Issuer Company with certain provisions of the Indenture Indenture, and contains provisions permitting the Holders of specified percentages in principal amount in certain instances of the outstanding Series A Notes, to waive on behalf of all of the Holders of Series A Notes, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Series A Note issued upon the registration of transfer hereof or in exchange hereof herefor or in lieu hereof hereof, whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits As provided in and subject to the provisions of the Indenture, no Holder of Series A Notes shall have any right by virtue or by availing of any provision of the Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as provided in the Indenture, and unless also the Holders of not less than a majority in principal amount of all the Securities at the time outstanding (considered as one class) shall have made written request upon the Trustee to amend institute such action, suit or waive proceeding in its own name as Trustee under the Indenture and shall have offered to the Trustee such reasonable security or indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have declined to institute any such action, suit or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.6 of the Base Indenture; it being understood and intended, and being expressly covenanted by the taker and Holder of every Series A Note with every other taker and Holder and the Trustee, that no one or more Holders of Series A Notes shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the Holders of any other of such Securities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under the Indenture, except in the manner therein provided and for the equal, ratable and common benefit of all Holders of Securities. For the protection and enforcement of the provisions of Section 6.4 of the Base Indenture, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Nothing contained in the Indenture is intended to or shall impair, as between the Company and the Holders of the Series A Notes, the obligation of the Company, which is absolute and unconditional, to pay to such Holders the principal of and interest on such Series A Notes when, where and as the same shall become due and payable, all in accordance with the terms of the Series A Notes, or is intended to or shall affect the relative rights of such Holders and creditors of the Company other than the holders of the Priority Indebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under Article XIV of the Base Indenture of the holders of Priority Indebtedness of the Company in respect of cash, property, or securities of the Company received upon the exercise of any such remedy. As provided in the Indenture and subject to certain terms limitations therein set forth, the transfer of this Note may be registered on the Register of the Series A Notes upon surrender of this Note for registration of transfer at the offices maintained by the Company or its agent for such purpose, duly endorsed by the Holder hereof or his attorney duly authorized in writing, or accompanied by a written instrument of transfer in form satisfactory to the Company and conditions the Securities registrar duly executed by the Holder hereof or his attorney duly authorized in writing, but without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. Upon any such registration of transfer, a new Series A Note or Notes of authorized denomination or denominations for the same aggregate principal amount will be issued to the transferee in exchange herefor. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Pursuant to the First Supplemental Indenture, Series A Notes corresponding to Applicable Ownership Interests in Series A Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be initially issued as Global Notes. Except upon recreation of Corporate Units and except as otherwise provided in the Indenture, Series A Notes represented by Global Notes will not be exchangeable for, and will not otherwise be issuable as, Series A Notes in certificated form. Unless and until such Global Notes are exchanged for Series A Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Series A Notes shall be made, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. By acceptance of this Note or a beneficial interest in this Note, each Holder hereof and any Person acquiring a beneficial interest herein, for United States federal, state and local tax purposes, agrees to treat this Note as indebtedness and to take other positions for such tax purposes as set forth in the Indenture without First Supplemental Indenture. Prior to due presentment for registration of transfer of this Note, the consent Company, the Trustee, and any agent of Holders the Company or the Trustee may deem and treat the person in whose name this Note shall be registered upon the Register of the Notes issued thereunderof this series as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal hereof and, subject to the provisions on the face hereof, interest due hereon and for all other purposes; and neither the Company nor the Trustee nor any such agent shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or interest on this Note, or for any claim based hereon or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as a part of the consideration for the issue hereof, expressly waived and released. This Note shall be governed by the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State (without regard to the conflicts of law principles thereof).
Appears in 1 contract
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020C(2019-41) DiscoverSeries Notes (herein called the “Class C(2020C(2019-41) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020C(2019-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020C(2019-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020C(2019-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020C(2019-41) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020C(2019-41) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020C(2019-41) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020C(2019-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020C(2019-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020C(2019-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-4) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note and of any Class C(2020-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.C(2019-
Appears in 1 contract
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2011-4C) DiscoverSeries Notes (herein called the “Class C(2020A(2011-4C) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2011-4C) Notes are subject to all terms of the Indenture, the Indenture Supplement Supplement, the Terms Document for the Class A(2011-C) Notes, dated as of April 13, 2011 (such Terms Document, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Terms Document”), between the Issuer and Indenture Trustee, the Note Purchase Agreement and the Terms DocumentFee Letter, dated as of April 13, 2011 among , the Note Issuance Trust and Discover Bank (such Fee Letter, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Fee Letter”). All terms used in this Class C(2020A(2011-4C) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2011-4C) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2011-4C) Notes will be payable on or prior to the Expected Maturity Date, or, if such date is extended pursuant to the Note Purchase Agreement, the Existing Expected Maturity Date (as defined in the Note Purchase Agreement), in an amount described on the face hereofhereof except as otherwise provided in the Indenture, the Indenture Supplement or the Terms Document. During the Liquidation Period, if any, principal will be distributed monthly on each Distribution Date, commencing on the month following the commencement of such period. Principal of any Increase Amount for which an Interim Expected Maturity Date is designated will be payable on or prior to such Interim Expected Maturity Date, except as otherwise provided in the Indenture, the Indenture Supplement or the Indenture SupplementTerms Document. During the Interim Liquidation Period, if any, principal will be distributed monthly on each Distribution Date, commencing on the month following the commencement of such period. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2011-4C) Note shall be due and payable on the Legal Maturity Date, or if such date is extended pursuant to the Note Purchase Agreement, the Existing Legal Maturity Date (as defined in the Note Purchase Agreement). Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2011-4C) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2011-4C) Notes shall have occurred and be continuing and, except in the event of an insolvency insolvency-related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2011-4C) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2011-4C) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2011-4C) NotesNote) the pro rata share for such Holder of Class C(2020A(2011-4C) Notes Notes’ pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2011-4C) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2011-4C) Note, shall be made by check mailed to or by wire transfer to the Person whose name appears as the Registered Holder of this Class C(2020A(2011-4C) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-4) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by . Any such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2011-4C) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2011-4C) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2011-4C) Note and of any Class C(2020A(2011-4C) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2011-4C) Note on a Payment DateDate occurring after the Purchase Commitment Termination Date (as defined in the Note Purchase Agreement), then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2011-4C) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2011-4C) Note may be registered on the Note Register upon surrender of this Class C(2020A(2011-4C) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2011-4C) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2011-4C) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2011-4C) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2011-4C) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at not, prior to the date that is one year and one day after the later of (i) the termination of the Second Amended and Restated Pooling and Servicing Agreement dated as of June 4, 2010, by and between Discover Bank, as Master Servicer, Servicer and Seller, and U.S. Bank National Association, as Trustee, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time (the “Pooling and Servicing Agreement”), with respect to Discover Card Master Trust I (the “Master Trust”), (ii) termination of the Trust Agreement dated as of July 2, 2007, as amended by the First Amendment to Trust Agreement, dated as of June 4, 2010, between Discover Bank, as Beneficiary, and Wilmington Trust Company, as Owner Trustee, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time (the “Trust Agreement”), with respect to the Issuer or (iii) the date on which no notes of any time institute against tranche, class or series of notes issued by the IssuerIssuer remain outstanding, any acquiesce, petition or otherwise invoke or cause the Master Trust or the Issuer to invoke the process of any special Governmental Authority for the purpose entity that acts as of commencing or sustaining a depositor with respect to case against the Master Trust or the Issuer under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Trust or the Issuer or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2011-4C) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2011-4C) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2011-4C) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020A(2011-4C) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020A(2011-4C) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020A(2011-4C) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Class A(2011 C) Terms Document (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2012-46) DiscoverSeries Notes (herein called the “Class C(2020A(2012-46) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2012-46) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2012-46) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2012-46) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2012-46) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2012-46) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2012-46) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2012-46) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2012-46) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2012-46) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2012-46) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2012-46) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2012-46) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2012-46) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2012-46) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2012-46) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2012-46) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2012-46) Note and of any Class C(2020A(2012-46) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2012-46) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2012-46) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2012-46) Note may be registered on the Note Register upon surrender of this Class C(2020A(2012-46) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2012-46) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2012-46) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2012-46) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2012-46) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2012-46) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2012-46) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2012-46) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2015-42) DiscoverSeries Notes (herein called the “Class C(2020A(2015-42) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2015-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2015-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2015-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2015-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2015-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2015-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2015-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2015-42) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2015-42) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2015-42) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2015-42) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2015-42) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2015-42) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2015-42) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2015-42) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2015-42) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2015-42) Note and of any Class C(2020A(2015-42) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2015-42) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2015-42) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2015-42) Note may be registered on the Note Register upon surrender of this Class C(2020A(2015-42) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2015-42) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2015-42) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2015-42) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2015-42) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2015-42) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2015-42) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2015-42) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020A(2015-42) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020A(2015-42) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020A(2015-42) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Bank)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes securities of the Issuer, designated as its Class C(2020-4) DiscoverSeries Notes Company (herein called the “Class C(2020-4) Notes”), all issued and to be issued in one or more series under an Amended and Restated Indenture (the “Original Indenture”), dated as of December 22March 11, 20152016, between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee”, which term includes any successor trustee), as amended and supplemented by Amendment Supplemental Indenture No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement1, dated as of August 27March 11, 2019 2016, between the Company and the Trustee (such “Supplemental Indenture No. 1”; the Original Indenture, as may be further amended, restated, so amended and restated, supplemented, replaced or otherwise modified from time to timethe “Base Indenture”) and as further supplemented by Supplemental Indenture No. 5, is herein called dated as of May 29, 2026, between the Company and the Trustee (“Supplemental Indenture No. 5”; the Base Indenture as so further supplemented, the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Trustee and the Holders of the Notes. The Class C(2020-4) Notes are subject to all terms and of the Indentureterms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the Indenture Supplement and series designated on the Terms Documentface hereof, initially limited in aggregate principal amount to $500,000,000. All terms used in this Class C(2020-4) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings meaning assigned to them in or pursuant to the Indenture. Principal of, the Indenture Supplement and the Terms Document. The Class A Notespremium, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal if any, and interest to on the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-4) Notes will be payable on at the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount office of this Class C(2020-4) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-4) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-4) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on or, at the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments Company’s option, payment of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall may be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as Holders of the close Notes at their respective addresses set forth in the register of business on each Record DateHolders; provided that all payments of principal, except that premium, if any, and interest with respect to Class C(2020-4) the Notes represented by one or more Global Notes deposited with, or on behalf of, a common depositary, and registered on the Record Date in the name of the nominee of a clearing agencythe common depositary for the account of The Depository Trust Company, payments New York, New York (“DTC”) will be made by wire through the facilities of the common depositary. The Paying Agent, transfer in immediately available funds agent and Security Registrar with respect to the account designated by such nomineeNotes shall initially be the Trustee. Such checks The Notes shall be mailed issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes of this series are not entitled to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note and benefit of any Class C(2020-4) Note issued upon sinking fund. Prior to April 1, 2033, the registration of transfer hereof Company may redeem the Notes at its option, in whole or in exchange hereof or in lieu hereofpart, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuerand from time to time, any Master Trust or any special purpose entity that acts at a redemption price (expressed as a depositor with respect percentage of principal amount and rounded to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating three decimal places) equal to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.greater of:
Appears in 1 contract
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2013-42) DiscoverSeries Notes (herein called the “Class C(2020A(2013-42) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2013-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2013-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2013-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2013-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2013-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2013-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2013-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2013-42) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2013-42) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2013-42) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2013-42) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2013-42) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2013-42) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2013-42) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2013-42) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2013-42) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2013-42) Note and of any Class C(2020A(2013-42) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2013-42) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2013-42) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2013-42) Note may be registered on the Note Register upon surrender of this Class C(2020A(2013-42) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2013-42) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2013-42) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2013-42) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2013-42) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2013-42) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2013-42) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2013-42) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020A(2013-42) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020A(2013-42) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020A(2013-42) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes securities of the Issuer, designated as its Class C(2020-4) DiscoverSeries Notes Company (herein called the “Class C(2020-4) Notes”), all issued and to be issued in one or more series under an Amended and Restated Indenture (the “Original Indenture”), dated as of December 22March 11, 20152016, between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee”, which term includes any successor trustee), as amended and supplemented by Amendment Supplemental Indenture No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement1, dated as of August 27March 11, 2019 2016, between the Company and the Trustee (such “Supplemental Indenture No. 1”; the Original Indenture, as may be further amended, restated, so amended and restated, supplemented, replaced or otherwise modified from time to timethe “Base Indenture”) and as further supplemented by Supplemental Indenture No. 4, is herein called dated as of June 26, 2020, between the Company and the Trustee (“Supplemental Indenture No. 4”; the Base Indenture as so further supplemented, the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Trustee and the Holders of the Notes. The Class C(2020-4) Notes are subject to all terms and of the Indentureterms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the Indenture Supplement and series designated on the Terms Documentface hereof, initially limited in aggregate principal amount to $500,000,000. All terms used in this Class C(2020-4) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings meaning assigned to them in or pursuant to the Indenture. Principal of, the Indenture Supplement and the Terms Document. The Class A Notespremium, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal if any, and interest to on the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-4) Notes will be payable on at the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount office of this Class C(2020-4) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-4) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-4) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on or, at the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments Company’s option, payment of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall may be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as Holders of the close Notes at their respective addresses set forth in the register of business on each Record DateHolders; provided that all payments of principal, except that premium, if any, and interest with respect to Class C(2020-4) the Notes represented by one or more Global Notes deposited with, or on behalf of, a common depositary, and registered on the Record Date in the name of the nominee of a clearing agencythe common depositary for the account of The Depository Trust Company, payments New York, New York (“DTC”) will be made by wire transfer in immediately available funds to through the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as facilities of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of paymentcommon depositary. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note The Paying Agent, transfer agent and of any Class C(2020-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor Security Registrar with respect to the Notes shall initially be the Trustee. The Notes shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes of this series are not entitled to the benefit of any Master Trust or sinking fund. At any time prior to October 30, 2030, the Issuer, or join in any institution against Company shall have the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect right at its option to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to redeem the Notes, as a whole or in part, at a redemption price (the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior “Make-Whole Redemption Price”) equal to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.greater of:
Appears in 1 contract
Sources: Supplemental Indenture (Xylem Inc.)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2014-41) DiscoverSeries Notes (herein called the “Class C(2020A(2014-41) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2014-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2014-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2014-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2014-41) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2014-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2014-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2014-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2014-41) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2014-41) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2014-41) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2014-41) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2014-41) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2014-41) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2014-41) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2014-41) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2014-41) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2014-41) Note and of any Class C(2020A(2014-41) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2014-41) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2014-41) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2014-41) Note may be registered on the Note Register upon surrender of this Class C(2020A(2014-41) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2014-41) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2014-41) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2014-41) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2014-41) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2014-41) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2014-41) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2014-41) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Master Trust I)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020C(2017-42) DiscoverSeries Notes (herein called the “Class C(2020C(2017-42) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2015 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2015 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020C(2017-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020C(2017-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020C(2017-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020C(2017-42) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020C(2017-42) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020C(2017-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020C(2017-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020C(2017-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020C(2017-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020C(2017-42) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020C(2017-42) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020C(2017-42) Notes) the pro rata share for such Holder of Class C(2020C(2017-42) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020C(2017-42) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020C(2017-42) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020C(2017-42) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020C(2017-42) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020C(2017-42) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020C(2017-42) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020C(2017-42) Note and of any Class C(2020C(2017-42) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020C(2017-42) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020C(2017-42) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020C(2017-42) Note may be registered on the Note Register upon surrender of this Class C(2020C(2017-42) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020C(2017-42) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020C(2017-42) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020C(2017-42) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020C(2017-42) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020C(2017-42) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020C(2017-42) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020C(2017-42) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020C(2017-42) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020C(2017-42) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020C(2017-42) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2013-43) DiscoverSeries Notes (herein called the “Class C(2020A(2013-43) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2013-43) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2013-43) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2013-43) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2013-43) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2013-43) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2013-43) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2013-43) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2013-43) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2013-43) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2013-43) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2013-43) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2013-43) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2013-43) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2013-43) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2013-43) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2013-43) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2013-43) Note and of any Class C(2020A(2013-43) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2013-43) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2013-43) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2013-43) Note may be registered on the Note Register upon surrender of this Class C(2020A(2013-43) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2013-43) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2013-43) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2013-43) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2013-43) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2013-43) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2013-43) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2013-43) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2013-41) DiscoverSeries Notes (herein called the “Class C(2020A(2013-41) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2013-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2013-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2013-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2013-41) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2013-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2013-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2013-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2013-41) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2013-41) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2013-41) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2013-41) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2013-41) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2013-41) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2013-41) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2013-41) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2013-41) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2013-41) Note and of any Class C(2020A(2013-41) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2013-41) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2013-41) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2013-41) Note may be registered on the Note Register upon surrender of this Class C(2020A(2013-41) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2013-41) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2013-41) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2013-41) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2013-41) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2013-41) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2013-41) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2013-41) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2012-42) DiscoverSeries Notes (herein called the “Class C(2020A(2012-42) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2012-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2012-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2012-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2012-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2012-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2012-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2012-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2012-42) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2012-42) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2012-42) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2012-42) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2012-42) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2012-42) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2012-42) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2012-42) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2012-42) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2012-42) Note and of any Class C(2020A(2012-42) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2012-42) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2012-42) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2012-42) Note may be registered on the Note Register upon surrender of this Class C(2020A(2012-42) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2012-42) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2012-42) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2012-42) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2012-42) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2012-42) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2012-42) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2012-42) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2015-42) DiscoverSeries Notes (herein called the “Class C(2020A(2015-42) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2015-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2015-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2015-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2015-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2015-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2015-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2015-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2015-42) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2015-42) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2015-42) NotesNote) the such Holder’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2015-42) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2015-42) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2015-42) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2015-42) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2015-42) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2015-42) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2015-42) Note and of any Class C(2020A(2015-42) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2015-42) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2015-42) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2015-42) Note may be registered on the Note Register upon surrender of this Class C(2020A(2015-42) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2015-42) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2015-42) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2015-42) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2015-42) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2015-42) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2015-42) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2015-42) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020A(2015-42) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020A(2015-42) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020A(2015-42) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020C(2012-42) DiscoverSeries Notes (herein called the “Class C(2020C(2012-42) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22July 26, 20152007, as amended by the First Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture SupplementIndenture, dated as of August 27June 4, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020C(2012-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020C(2012-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020C(2012-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020C(2012-42) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020C(2012-42) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020C(2012-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020C(2012-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020C(2012-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020C(2012-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020C(2012-42) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount▇▇▇▇▇▇, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020C(2012-42) Notes of record on the related Record Date (except for the final distribution with respect to the these Class C(2020C(2012-42) Notes) the pro rata share for such Holder of Class C(2020C(2012-42) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020C(2012-42) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020C(2012-42) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020C(2012-42) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020C(2012-42) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020C(2012-42) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020C(2012-42) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020C(2012-42) Note and of any Class C(2020C(2012-42) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020C(2012-42) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020C(2012-42) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020C(2012-42) Note may be registered on the Note Register upon surrender of this Class C(2020C(2012-42) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020C(2012-42) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020C(2012-42) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020C(2012-42) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020C(2012-42) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020C(2012-42) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020C(2012-42) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020C(2012-42) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020C(2012-42) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020C(2012-42) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020C(2012-42) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes securities of the Issuer, designated as its Class C(2020-4) DiscoverSeries Notes Company (herein called the “Class C(2020-4) Notes”), all issued and to be issued in one or more series under an Amended and Restated Indenture (the “Original Indenture”), dated as of December 22March 11, 20152016, between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee”, which term includes any successor trustee), as amended and supplemented by Amendment Supplemental Indenture No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement1, dated as of August 27March 11, 2019 2016, between the Company and the Trustee (such “Supplemental Indenture No. 1”; the Original Indenture, as may be further amended, restated, so amended and restated, supplemented, replaced or otherwise modified from time to timethe “Base Indenture”) and as further supplemented by Supplemental Indenture No. 3, is herein called dated as of October 11, 2016, between the Company and the Trustee (“Supplemental Indenture No. 3”; the Base Indenture as so further supplemented, the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Trustee and the Holders of the Notes. The Class C(2020-4) Notes are subject to all terms and of the Indentureterms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the Indenture Supplement and series designated on the Terms Documentface hereof, initially limited in aggregate principal amount to $500,000,000. All terms used in this Class C(2020-4) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings meaning assigned to them in or pursuant to the Indenture. Principal of, the Indenture Supplement and the Terms Document. The Class A Notespremium, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal if any, and interest to on the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-4) Notes will be payable on at the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount office of this Class C(2020-4) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-4) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-4) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on or, at the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments Company’s option, payment of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall may be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as Holders of the close Notes at their respective addresses set forth in the register of business on each Record DateHolders; provided that all payments of principal, except that premium, if any, and interest with respect to Class C(2020-4) the Notes represented by one or more Global Notes deposited with, or on behalf of, a common depositary, and registered on the Record Date in the name of the nominee of a clearing agencythe common depositary for the account of The Depository Trust Company, payments New York, New York (“DTC”) will be made by wire transfer in immediately available funds to through the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as facilities of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of paymentcommon depositary. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note The Paying Agent, transfer agent and of any Class C(2020-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor Security Registrar with respect to any Master Trust or the Issuer, or join Notes shall initially be the Trustee. The Notes shall be issuable in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law minimum denominations of $2,000 and integral multiples of $1,000 in connection with any obligations relating excess thereof. The Notes of this series are not entitled to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and benefit of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereundersinking fund.
Appears in 1 contract
Sources: Supplemental Indenture (Xylem Inc.)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes securities of the Issuer, designated as its Class C(2020-4) DiscoverSeries Notes Company (herein called the “Class C(2020-4) Notes”), all issued and to be issued in one or more series under an Amended and Restated Indenture (the “Original Indenture”), dated as of December 22March 11, 20152016, between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee”, which term includes any successor trustee), as amended and supplemented by Amendment Supplemental Indenture No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement1, dated as of August 27March 11, 2019 2016, between the Company and the Trustee (such “Supplemental Indenture No. 1”; the Original Indenture, as may be further amended, restated, so amended and restated, supplemented, replaced or otherwise modified from time to timethe “Base Indenture”) and as further supplemented by Supplemental Indenture No. 2, is herein called dated as of March 11, 2016, between the Company and the Trustee (“Supplemental Indenture No. 2,”; the Base Indenture as so further supplemented, the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Trustee and the Holders of the Notes. The Class C(2020-4) Notes are subject to all terms and of the Indentureterms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the Indenture Supplement and series designated on the Terms Documentface hereof, initially limited in aggregate principal amount to €500,000,000. All terms used in this Class C(2020-4) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings meaning assigned to them in or pursuant to the Indenture. Principal of, the Indenture Supplement and the Terms Document. The Class A Notespremium, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal if any, and interest to on the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-4) Notes will be payable on at the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount office of this Class C(2020-4) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-4) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-4) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on or, at the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments Company’s option, payment of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall may be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as Holders of the close Notes at their respective addresses set forth in the register of business on each Record DateHolders; provided that all payments of principal, except that premium, if any, and interest with respect to Class C(2020-4) the Notes represented by one or more Global Notes deposited with, or on behalf of, a common depositary, and registered on the Record Date in the name of the nominee of a clearing agency, payments the common depositary for the accounts of Clearstream and Euroclear will be made by wire transfer in immediately available funds through the facilities of the common depositary. The Company undertakes that, to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note and of any Class C(2020-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of the Company will maintain a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest Paying Agent in a Class C(2020-4) Note, covenants and agrees that by accepting the benefits Member State of the Indenture it European Union (if any) that will not at any time institute against require withholding or deduction of tax pursuant to European Council Directive 2003/48/EC on the Issuer, any Master Trust taxation of savings income or any special purpose entity that acts as a depositor law implementing or complying with, or introduced to conform to, such European Council Directive. The Paying Agent, transfer agent and Security Registrar with respect to any Master Trust or the Issuer, or join Notes shall initially be the Trustee. The Notes shall be issuable in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law minimum denominations of €100,000 and integral multiples of €1,000 in connection with any obligations relating to excess thereof. All payments of interest and principal on the Notes, the Indenture, including payments made upon any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount redemption of the Notes, on behalf will be payable in euros. If the euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or if the euro is no longer being used by the then member states of the Holders European Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will be made in U.S. dollars until the euro is again available to the Company or so used. The amount payable on any date in euros will be converted into U.S. dollars on the basis of the most recently available Market Exchange Rate for the euro. The Market Exchange Rate most recently available on, or prior to, the second Business Day before the relevant determination date will be the basis for determining the equivalent of euro in the currency of the United States for any purpose under the Indenture, including for purposes of the definition of “outstanding” in Section 1.01 of the Indenture. Any payment in respect of the Notes so made in U.S. dollars will not constitute an Event of Default under the Notes or the Indenture. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing. The Notes of this series are not entitled to the benefit of any sinking fund. At any time prior to December 11, 2022, the Company shall have the right at its option to redeem the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof as a whole or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020part, at a redemption price (the “Make-4Whole Redemption Price”) Note. The Indenture also permits equal to the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.greater of:
Appears in 1 contract
Sources: Supplemental Indenture (Xylem Inc.)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2013-46) DiscoverSeries Notes (herein called the “Class C(2020A(2013-46) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2013-46) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2013-46) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2013-46) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2013-46) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2013-46) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2013-46) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2013-46) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2013-46) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2013-46) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2013-46) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2013-46) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2013-46) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2013-46) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2013-46) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2013-46) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2013-46) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2013-46) Note and of any Class C(2020A(2013-46) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2013-46) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2013-46) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2013-46) Note may be registered on the Note Register upon surrender of this Class C(2020A(2013-46) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2013-46) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2013-46) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2013-46) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2013-46) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2013-46) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2013-46) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2013-46) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Master Trust I)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its 1.64% Class C(2020A(2016-41) DiscoverSeries Notes (herein called the “Class C(2020A(2016-41) Notes”), all issued under an Amended and Restated Indenture, Indenture dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2015 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2015 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2016-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2016-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2016-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2016-41) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2016-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2016-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2016-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2016-41) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2016-41) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2016-41) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2016-41) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2016-41) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2016-41) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2016-41) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2016-41) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2016-41) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2016-41) Note and of any Class C(2020A(2016-41) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2016-41) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2016-41) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2016-41) Note may be registered on the Note Register upon surrender of this Class C(2020A(2016-41) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2016-41) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2016-41) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2016-41) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2016-41) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2016-41) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2016-41) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2016-41) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Master Trust I)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2012-45) DiscoverSeries Notes (herein called the “Class C(2020A(2012-45) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2012-45) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2012-45) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2012-45) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2012-45) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2012-45) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2012-45) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2012-45) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2012-45) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2012-45) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2012-45) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2012-45) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2012-45) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2012-45) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2012-45) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2012-45) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2012-45) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2012-45) Note and of any Class C(2020A(2012-45) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2012-45) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2012-45) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2012-45) Note may be registered on the Note Register upon surrender of this Class C(2020A(2012-45) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2012-45) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2012-45) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2012-45) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2012-45) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2012-45) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2012-45) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2012-45) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020A(2012-45) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020A(2012-45) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020A(2012-45) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020C(2017-42) DiscoverSeries Notes (herein called the “Class C(2020C(2017-42) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2015 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2015 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020C(2017-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020C(2017-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020C(2017-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020C(2017-42) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020C(2017-42) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020C(2017-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020C(2017-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020C(2017-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020C(2017-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-4) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note and of any Class C(2020-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.C(2017-
Appears in 1 contract
Sources: Indenture Supplement
REVERSE OF NOTE. This Note Series 2004-1 Note, Class A is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Floating Rate Asset Backed Notes, Series 2004-1 Class C(2020-4) DiscoverSeries Notes A (herein called the “Class C(2020-4) Notes”), all issued under an Amended and Restated Indenture, Indenture dated as of December 22June 10, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2004 (such Indenture, as may be further supplemented or amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated an Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 10, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2004 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and The Bank of New York, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all Indenture Supplement Supplements thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020-4) Notes are subject to all terms of the Indenture, Indenture and the Indenture Supplement and the Terms DocumentSupplement. All terms used in this Class C(2020-4) Note that are defined in the Indenture, Indenture or the Indenture Supplement and the Terms Document Supplement, each as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-4) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020-4) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-4) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-4) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-4) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note and of any Class C(2020-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office so supplemented or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New Yorkamended. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4Note covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Master Trust, the Master Trust Trustee, the Issuer, the Master Owner Trust Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Master Trust Trustee, the Indenture Trustee or the Master Owner Trust Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Master Trust Trustee the Issuer, (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Master Trust Trustee, the Indenture Trustee or the Master Owner Trust Trustee in its individual capacity, or (iv) any holder of a beneficial interest in the Master Trust Trustee, the Master Owner Trust Trustee, the Master Trust, the Issuer, the Master Owner Trust Trustee or the Indenture Trustee or of any successor or assign of the Master Trust Trustee, the Indenture Trustee or the Master Owner Trust Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture it will that such Noteholder shall not at any time institute against Navistar Financial Securities Corporation, Navistar Financial Corporation, the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against Navistar Financial Securities Corporation, Navistar Financial Corporation, the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivershipbankruptcy, insolvencyreorganization, bankruptcy arrangement, insolvency or other similar liquidation proceedings, or other proceedings under any United States federal Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, Indenture or any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity AgreementIssuer Document. Prior to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be is overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The THIS NOTE AND THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. No reference herein to the Indenture permitsand no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed. Social Security or taxpayer I.D. or other identifying number of assignee FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with certain exceptions full power of substitution in the premises. * Signature Guaranteed UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT SHALL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, NAVISTAR FINANCIAL SECURITIES CORPORATION, NAVISTAR FINANCIAL CORPORATION, OR THE NAVISTAR FINANCIAL DEALER NOTE MASTER TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, NAVISTAR FINANCIAL SECURITIES CORPORATION, NAVISTAR FINANCIAL CORPORATION, OR THE NAVISTAR FINANCIAL DEALER NOTE MASTER TRUST, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. THE HOLDER OF THIS NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (A) IT IS NOT AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A “PLAN” DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY SUCH PLAN OR (B) THE PURCHASE AND HOLDING OF THE NOTE SHALL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE. B-1 REGISTERED $ No. CUSIP NO. FLOATING RATE ASSET BACKED NOTES, SERIES 2004-1 Navistar Financial Dealer Note Master Owner Trust, a statutory business trust created under the laws of the State of Delaware (herein referred to as therein the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of payable on the May 2007 Payment Date (the “Expected Principal Payment Date”), except as otherwise provided below or in the Indenture; provided, however, that the amendment thereof entire unpaid principal amount of this Note shall be due and payable on the May 2010 Payment Date (the “Legal Final Maturity Date”). Interest shall accrue on this Note from each Payment Date (or, in the case of the first Payment Date, from the date of issuance of this Note) to but excluding the following Payment Date. Interest shall be computed on the basis of a 360-day year and the modification actual number of days elapsed. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the rights United States of America as at the time of payment is legal tender for payment of public and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the consent unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid for any purpose. This Series 2004-1 Note, Class B is subordinate in the right to payment of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected SeriesSeries 2004-1 Note, Class or Tranche of Notes. The Indenture also contains provisions permitting A in the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of manner provided in the Indenture and certain past defaults under the Series 2004-1 Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunderSupplement.
Appears in 1 contract
Sources: Indenture Supplement (Navistar Financial Dealer Note Master Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes securities of the Issuer, designated as its Class C(2020-4) DiscoverSeries Notes Company (herein called the “Class C(2020-4) Notes”), all issued and to be issued in one or more series under an Amended and Restated Indenture (the “Original Indenture”), dated as of December 22March 11, 20152016, between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee”, which term includes any successor trustee), as amended and supplemented by Amendment Supplemental Indenture No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement1, dated as of August 27March 11, 2019 2016, between the Company and the Trustee (such “Supplemental Indenture No. 1”; the Original Indenture, as may be further amended, restated, so amended and restated, supplemented, replaced or otherwise modified from time to timethe “Base Indenture”) and as further supplemented by Supplemental Indenture No. 5, is herein called dated as of May 29, 2026, between the Company and the Trustee (“Supplemental Indenture No. 5”; the Base Indenture as so further supplemented, the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Trustee and the Holders of the Notes. The Class C(2020-4) Notes are subject to all terms and of the Indentureterms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the Indenture Supplement and series designated on the Terms Documentface hereof, initially limited in aggregate principal amount to $500,000,000. All terms used in this Class C(2020-4) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings meaning assigned to them in or pursuant to the Indenture. Principal of, the Indenture Supplement and the Terms Document. The Class A Notespremium, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal if any, and interest to on the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-4) Notes will be payable on at the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount office of this Class C(2020-4) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-4) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-4) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on or, at the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments Company’s option, payment of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall may be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as Holders of the close Notes at their respective addresses set forth in the register of business on each Record DateHolders; provided that all payments of principal, except that premium, if any, and interest with respect to Class C(2020-4) the Notes represented by one or more Global Notes deposited with, or on behalf of, a common depositary, and registered on the Record Date in the name of the nominee of a clearing agencythe common depositary for the account of The Depository Trust Company, payments New York, New York (“DTC”) will be made by wire through the facilities of the common depositary. The Paying Agent, transfer in immediately available funds agent and Security Registrar with respect to the account designated by such nomineeNotes shall initially be the Trustee. Such checks The Notes shall be mailed issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes of this series are not entitled to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note and benefit of any Class C(2020-4) Note issued upon sinking fund. Prior to March 1, 2036, the registration of transfer hereof Company may redeem the Notes at its option, in whole or in exchange hereof or in lieu hereofpart, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuerand from time to time, any Master Trust or any special purpose entity that acts at a redemption price (expressed as a depositor with respect percentage of principal amount and rounded to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating three decimal places) equal to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.greater of:
Appears in 1 contract
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020C(2017-41) DiscoverSeries Notes (herein called the “Class C(2020C(2017-41) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2015 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2015 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020C(2017-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020C(2017-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020C(2017-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020C(2017-41) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020C(2017-41) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020C(2017-41) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020C(2017-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020C(2017-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020C(2017-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020C(2017-41) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020C(2017-41) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020C(2017-41) Notes) the pro rata share for such Holder of Class C(2020C(2017-41) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020C(2017-41) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020C(2017-41) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020C(2017-41) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020C(2017-41) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020C(2017-41) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020C(2017-41) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020C(2017-41) Note and of any Class C(2020C(2017-41) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020C(2017-41) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020C(2017-41) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020C(2017-41) Note may be registered on the Note Register upon surrender of this Class C(2020C(2017-41) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020C(2017-41) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020C(2017-41) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020C(2017-41) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020C(2017-41) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020C(2017-41) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020C(2017-41) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020C(2017-41) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020C(2017-41) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020C(2017-41) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020C(2017-41) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Master Trust I)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2011-43) DiscoverSeries Notes (herein called the “Class C(2020A(2011-43) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2011-43) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2011-43) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2011-43) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2011-43) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2011-43) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2011-43) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2011-43) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2011-43) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2011-43) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2011-43) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2011-43) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2011-43) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2011-43) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2011-43) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2011-43) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2011-43) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2011-43) Note and of any Class C(2020A(2011-43) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2011-43) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2011-43) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2011-43) Note may be registered on the Note Register upon surrender of this Class C(2020A(2011-43) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2011-43) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2011-43) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2011-43) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2011-43) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2011-43) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2011-43) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2011-43) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020C(2016-41) DiscoverSeries Notes (herein called the “Class C(2020C(2016-41) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2015 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2015 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020C(2016-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020C(2016-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020C(2016-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020C(2016-41) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020C(2016-41) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020C(2016-41) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020C(2016-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020C(2016-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020C(2016-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020C(2016-41) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020C(2016-41) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020C(2016-41) Notes) the pro rata share for such Holder of Class C(2020C(2016-41) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020C(2016-41) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020C(2016-41) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020C(2016-41) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020C(2016-41) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020C(2016-41) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020C(2016-41) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020C(2016-41) Note and of any Class C(2020C(2016-41) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020C(2016-41) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020C(2016-41) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020C(2016-41) Note may be registered on the Note Register upon surrender of this Class C(2020C(2016-41) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020C(2016-41) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020C(2016-41) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020C(2016-41) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020C(2016-41) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020C(2016-41) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020C(2016-41) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020C(2016-41) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020C(2015-41) DiscoverSeries Notes (herein called the “Class C(2020C(2015-41) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22July 26, 20152007, as amended by the First Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture SupplementIndenture, dated as of August 27June 4, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020C(2015-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020C(2015-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020C(2015-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020C(2015-41) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020C(2015-41) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020C(2015-41) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020C(2015-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020C(2015-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020C(2015-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020C(2015-41) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount▇▇▇▇▇▇, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020C(2015-41) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020C(2015-41) Notes) the pro rata share for such Holder of Class C(2020C(2015-41) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020C(2015-41) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020C(2015-41) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020C(2015-41) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020C(2015-41) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020C(2015-41) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020C(2015-41) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020C(2015-41) Note and of any Class C(2020C(2015-41) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020C(2015-41) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020C(2015-41) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020C(2015-41) Note may be registered on the Note Register upon surrender of this Class C(2020C(2015-41) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020C(2015-41) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020C(2015-41) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020C(2015-41) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020C(2015-41) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020C(2015-41) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020C(2015-41) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020C(2015-41) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020C(2015-41) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020C(2015-41) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020C(2015-41) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020B(2010-41) DiscoverSeries Notes (herein called the “Class C(2020B(2010-41) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22July 26, 20152007, as amended by the First Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture SupplementIndenture, dated as of August 27June 4, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 20152010, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020B(2010-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020B(2010-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C B Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020B(2010-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020B(2010-41) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020B(2010-41) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020B(2010-41) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020B(2010-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020B(2010-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020B(2010-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020B(2010-41) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount▇▇▇▇▇▇, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020B(2010-41) Notes of record on the related Record Date (except for the final distribution with respect to the these Class C(2020B(2010-41) Notes) the pro rata share for such Holder of Class C(2020B(2010-41) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C B Notes. Payments of interest on this Class C(2020B(2010-41) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020B(2010-41) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020B(2010-41) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020B(2010-41) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020B(2010-41) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020B(2010-41) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020B(2010-41) Note and of any Class C(2020B(2010-41) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020B(2010-41) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020B(2010-41) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020B(2010-41) Note may be registered on the Note Register upon surrender of this Class C(2020B(2010-41) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020B(2010-41) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020B(2010-41) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020B(2010-41) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020B(2010-41) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020B(2010-41) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020B(2010-41) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020B(2010-41) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020B(2010-41) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020B(2010-41) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020B(2010-41) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Class B(2010 1) Terms Document (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020C(2007-42) DiscoverSeries Notes (herein called the “Class C(2020C(2007-42) Notes”), all issued under an Amended and Restated Indenture, Indenture dated as of December 22July 26, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2007 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated an Indenture Supplement for the DiscoverSeries Notes, dated as of December 22July 26, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2007 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020C(2007-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020C(2007-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D B Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020C(2007-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020C(2007-42) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020C(2007-42) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020C(2007-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020C(2007-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020C(2007-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020C(2007-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020C(2007-42) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-4) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note and of any Class C(2020-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.the
Appears in 1 contract
Sources: Indenture Supplement (Discover Bank)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2013-4) DiscoverSeries Notes (herein called the “Class C(2020A(2013-4) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2013-4) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2013-4) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2013-4) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2013-4) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2013-4) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2013-4) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2013-4) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2013-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2013-4) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2013-4) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2013-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2013-4) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2013-4) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2013-4) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2013-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2013-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2013-4) Note and of any Class C(2020A(2013-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2013-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2013-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2013-4) Note may be registered on the Note Register upon surrender of this Class C(2020A(2013-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2013-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2013-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2013-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2013-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2013-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2013-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2013-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Master Trust I)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2014-45) DiscoverSeries Notes (herein called the “Class C(2020A(2014-45) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2014-45) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2014-45) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2014-45) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2014-45) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2014-45) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2014-45) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2014-45) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2014-45) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2014-45) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2014-45) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2014-45) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2014-45) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2014-45) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2014-45) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2014-45) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2014-45) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2014-45) Note and of any Class C(2020A(2014-45) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2014-45) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2014-45) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2014-45) Note may be registered on the Note Register upon surrender of this Class C(2020A(2014-45) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2014-45) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2014-45) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2014-45) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2014-45) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2014-45) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2014-45) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2014-45) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020A(2014-45) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020A(2014-45) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020A(2014-45) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Master Trust I)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2013-45) DiscoverSeries Notes (herein called the “Class C(2020A(2013-45) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2013-45) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2013-45) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2013-45) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2013-45) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2013-45) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2013-45) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2013-45) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2013-45) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2013-45) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2013-45) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2013-45) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2013-45) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2013-45) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2013-45) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2013-45) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2013-45) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2013-45) Note and of any Class C(2020A(2013-45) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2013-45) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2013-45) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2013-45) Note may be registered on the Note Register upon surrender of this Class C(2020A(2013-45) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2013-45) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2013-45) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2013-45) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2013-45) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2013-45) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2013-45) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2013-45) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020A(2013-45) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020A(2013-45) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020A(2013-45) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Master Trust I)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020B(2012-42) DiscoverSeries Notes (herein called the “Class C(2020B(2012-42) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22July 26, 20152007, as amended by the First Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture SupplementIndenture, dated as of August 27June 4, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 20152010, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020B(2012-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020B(2012-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C B Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020B(2012-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020B(2012-42) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020B(2012-42) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020B(2012-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020B(2012-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020B(2012-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020B(2012-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020B(2012-42) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount▇▇▇▇▇▇, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020B(2012-42) Notes of record on the related Record Date (except for the final distribution with respect to the these Class C(2020B(2012-42) Notes) the pro rata share for such Holder of Class C(2020B(2012-42) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C B Notes. Payments of interest on this Class C(2020B(2012-42) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020B(2012-42) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020B(2012-42) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020B(2012-42) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020B(2012-42) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020B(2012-42) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020B(2012-42) Note and of any Class C(2020B(2012-42) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020B(2012-42) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020B(2012-42) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020B(2012-42) Note may be registered on the Note Register upon surrender of this Class C(2020B(2012-42) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020B(2012-42) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020B(2012-42) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020B(2012-42) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020B(2012-42) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020B(2012-42) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020B(2012-42) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020B(2012-42) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020B(2012-42) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020B(2012-42) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020B(2012-42) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2011-41) DiscoverSeries Notes (herein called the “Class C(2020A(2011-41) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2011-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2011-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2011-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2011-41) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2011-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2011-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2011-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2011-41) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2011-41) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2011-41) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2011-41) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2011-41) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2011-41) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2011-41) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2011-41) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2011-41) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2011-41) Note and of any Class C(2020A(2011-41) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2011-41) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2011-41) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2011-41) Note may be registered on the Note Register upon surrender of this Class C(2020A(2011-41) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2011-41) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2011-41) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2011-41) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2011-41) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2011-41) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2011-41) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2011-41) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020-45) DiscoverSeries Notes (herein called the “Class C(2020-45) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020-45) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020-45) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-45) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-45) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-45) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-45) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020-45) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-45) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-45) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-45) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-45) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020-45) Notes) the pro rata share for such Holder of Class C(2020-45) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020-45) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-45) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-45) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-45) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-45) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-45) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-45) Note and of any Class C(2020-45) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-45) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-45) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-45) Note may be registered on the Note Register upon surrender of this Class C(2020-45) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-45) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-45) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-45) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-45) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-45) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-45) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-45) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-45) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-45) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-45) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Omnibus Amendment to Specified Terms Documents (Discover Card Master Trust I)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020-43) DiscoverSeries Notes (herein called the “Class C(2020-43) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020-43) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020-43) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-43) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-43) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-43) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-43) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020-43) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-43) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-43) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-4) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note and of any Class C(2020-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.C(2020-
Appears in 1 contract
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2014-42) DiscoverSeries Notes (herein called the “Class C(2020A(2014-42) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2014-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2014-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2014-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2014-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2014-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2014-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2014-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2014-42) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2014-42) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2014-42) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2014-42) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2014-42) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2014-42) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2014-42) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2014-42) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2014-42) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2014-42) Note and of any Class C(2020A(2014-42) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2014-42) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2014-42) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2014-42) Note may be registered on the Note Register upon surrender of this Class C(2020A(2014-42) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2014-42) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2014-42) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2014-42) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2014-42) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2014-42) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2014-42) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2014-42) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020A(2014-42) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020A(2014-42) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020A(2014-42) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Class A(2014 2) Terms Document (Discover Card Master Trust I)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2010-42) DiscoverSeries Notes (herein called the “Class C(2020A(2010-42) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2010-42) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2010-42) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2010-42) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2010-42) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2010-42) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2010-42) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2010-42) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2010-42) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2010-42) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2010-42) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2010-42) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2010-42) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2010-42) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2010-42) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2010-42) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2010-42) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2010-42) Note and of any Class C(2020A(2010-42) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2010-42) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2010-42) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2010-42) Note may be registered on the Note Register upon surrender of this Class C(2020A(2010-42) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2010-42) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2010-42) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2010-42) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2010-42) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2010-42) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2010-42) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2010-42) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020A(2010-42) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020A(2010-42) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020A(2010-42) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2012-41) DiscoverSeries Notes (herein called the “Class C(2020A(2012-41) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2012-41) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020A(2012-41) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2012-41) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2012-41) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, hereof except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2012-41) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2012-41) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2012-41) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2012-41) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2012-41) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2012-41) NotesNote) the such ▇▇▇▇▇▇’s pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2012-41) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2012-41) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020A(2012-41) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020A(2012-41) Notes registered on the Record Date in the name of the nominee of a the clearing agencyagency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2012-41) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2012-41) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2012-41) Note and of any Class C(2020A(2012-41) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2012-41) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2012-41) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2012-41) Note may be registered on the Note Register upon surrender of this Class C(2020A(2012-41) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2012-41) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2012-41) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2012-41) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2012-41) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2012-41) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2012-41) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2012-41) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes securities of the Issuer, designated as its Class C(2020-4) DiscoverSeries Notes Company (herein called the “Class C(2020-4) Notes”), all issued and to be issued in one or more series under an Amended and Restated Indenture (the “Original Indenture”), dated as of December 22March 11, 20152016, between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee”, which term includes any successor trustee), as amended and supplemented by Amendment Supplemental Indenture No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement1, dated as of August 27March 11, 2019 2016, between the Company and the Trustee (such “Supplemental Indenture No. 1”; the Original Indenture, as may be further amended, restated, so amended and restated, supplemented, replaced or otherwise modified from time to timethe “Base Indenture”) and as further supplemented by Supplemental Indenture No. 4, is herein called dated as of June 26, 2020, between the Company and the Trustee (“Supplemental Indenture No. 4”; the Base Indenture as so further supplemented, the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Trustee and the Holders of the Notes. The Class C(2020-4) Notes are subject to all terms and of the Indentureterms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the Indenture Supplement and series designated on the Terms Documentface hereof, initially limited in aggregate principal amount to $500,000,000. All terms used in this Class C(2020-4) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings meaning assigned to them in or pursuant to the Indenture. Principal of, the Indenture Supplement and the Terms Document. The Class A Notespremium, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal if any, and interest to on the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020-4) Notes will be payable on at the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount office of this Class C(2020-4) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020-4) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020-4) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020-4) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020-4) Notes of record on or, at the related Record Date (except for the final distribution with respect to the Class C(2020-4) Notes) the pro rata share for such Holder of Class C(2020-4) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C Notes. Payments Company’s option, payment of interest on this Class C(2020-4) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020-4) Note, shall may be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020-4) Note on the Note Register as Holders of the close Notes at their respective addresses set forth in the register of business on each Record DateHolders; provided that all payments of principal, except that premium, if any, and interest with respect to Class C(2020-4) the Notes represented by one or more Global Notes deposited with, or on behalf of, a common depositary, and registered on the Record Date in the name of the nominee of a clearing agencythe common depositary for the account of The Depository Trust Company, payments New York, New York (“DTC”) will be made by wire transfer in immediately available funds to through the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as facilities of the applicable Record Date without requiring that this Class C(2020-4) Note be submitted for notation of paymentcommon depositary. Any reduction in the principal amount of this Class C(2020-4) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020-4) Note The Paying Agent, transfer agent and of any Class C(2020-4) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020-4) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020-4) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020-4) Note may be registered on the Note Register upon surrender of this Class C(2020-4) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020-4) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020-4) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020-4) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020-4) Note, covenants and agrees that by accepting the benefits of the Indenture it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor Security Registrar with respect to the Notes shall initially be the Trustee. The Notes shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes of this series are not entitled to the benefit of any Master Trust or sinking fund. At any time prior to November 30, 2027, the Issuer, or join in any institution against Company shall have the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect right at its option to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to redeem the Notes, as a whole or in part, at a redemption price (the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior “Make-Whole Redemption Price”) equal to the due presentment for registration of transfer of this Class C(2020-4) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020-4) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020-4) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020-4) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020-4) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020-4) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.greater of:
Appears in 1 contract
Sources: Supplemental Indenture (Xylem Inc.)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020B(2011-43) DiscoverSeries Notes (herein called the “Class C(2020B(2011-43) Notes”), all issued under an Amended and Restated Indenture, dated as of December 22July 26, 20152007, as amended by the First Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture SupplementIndenture, dated as of August 27June 4, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 20152010, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020B(2011-43) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(2020B(2011-43) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C B Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020B(2011-43) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020B(2011-43) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020B(2011-43) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020B(2011-43) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof, except as otherwise provided in the Indenture or the Indenture Supplement. As described above, the entire unpaid Stated Principal Amount of this Class C(2020B(2011-43) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount of the Class C(2020B(2011-43) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020B(2011-43) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020B(2011-43) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount▇▇▇▇▇▇, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020B(2011-43) Notes of record on the related Record Date (except for the final distribution with respect to the these Class C(2020B(2011-43) Notes) the pro rata share for such Holder of Class C(2020B(2011-43) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C B Notes. Payments of interest on this Class C(2020B(2011-43) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020B(2011-43) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(2020B(2011-43) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020B(2011-43) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020B(2011-43) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020B(2011-43) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020B(2011-43) Note and of any Class C(2020B(2011-43) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020B(2011-43) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020B(2011-43) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020B(2011-43) Note may be registered on the Note Register upon surrender of this Class C(2020B(2011-43) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020B(2011-43) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020B(2011-43) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020B(2011-43) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020B(2011-43) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020B(2011-43) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020B(2011-43) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020B(2011-43) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020B(2011-43) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020B(2011-43) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020B(2011-43) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
Appears in 1 contract
Sources: Indenture Supplement (Discover Card Execution Note Trust)
REVERSE OF NOTE. This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class C(2020A(2010-4D) DiscoverSeries Notes (herein called the “Class C(2020A(2010-4D) Notes”), all issued under an Amended and Restated Indenture dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second an Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22June 4, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Indenture Supplement, dated as of August 27, 2019 2010 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(2020A(2010-4D) Notes are subject to all terms of the Indenture, the Indenture Supplement Supplement, the Terms Document for the Class A(2010-D) Notes, dated as of November 23, 2010 (such Terms Document, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Terms Document”), between the Issuer and Indenture Trustee, the Note Purchase Agreement and the Terms DocumentFee Letter, dated as of November 23, 2010 among [ ], the Note Issuance Trust and Discover Bank (such Fee Letter, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Fee Letter”). All terms used in this Class C(2020A(2010-4D) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. The Class A B Notes, the Class B C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement. The Class C(2020A(2010-4D) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. The Class C(2020-4) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and the Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Class C(2020-4) Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Stated Principal Amount of the Class C(2020A(2010-4D) Notes will be payable on or prior to the Expected Maturity Date, or, if such date is extended pursuant to the Note Purchase Agreement, the Existing Expected Maturity Date (as defined in the Note Purchase Agreement), in an amount described on the face hereofhereof except as otherwise provided in the Indenture, the Indenture Supplement or the Terms Document. During the Liquidation Period, if any, principal will be distributed monthly on each Distribution Date, commencing on the month following the commencement of such period. Principal of any Increase Amount for which an Interim Expected Maturity Date is designated will be payable on or prior to such Interim Expected Maturity Date, except as otherwise provided in the Indenture, the Indenture Supplement or the Indenture SupplementTerms Document. During the Interim Liquidation Period, if any, principal will be distributed monthly on each Distribution Date, commencing on the month following the commencement of such period. As described above, the entire unpaid Stated Principal Amount principal amount of this Class C(2020A(2010-4D) Note shall be due and payable on the Legal Maturity Date, or if such date is extended pursuant to the Note Purchase Agreement, the Existing Legal Maturity Date (as defined in the Note Purchase Agreement). Notwithstanding the foregoing, the entire unpaid Outstanding Dollar Principal Amount principal amount of the Class C(2020A(2010-4D) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(2020A(2010-4D) Notes shall have occurred and be continuing and, except in the event of an insolvency insolvency-related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(2020A(2010-4D) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid Outstanding Dollar Principal Amount principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest, if any, interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(2020A(2010-4D) Notes of record on the related Record Date (except for the final distribution with respect to the this Class C(2020A(2010-4D) NotesNote) the pro rata share for such Holder of Class C(2020A(2010-4D) Notes Notes’ pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest (only if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date) and principal on the Class C A Notes. Payments of interest on this Class C(2020A(2010-4D) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class C(2020A(2010-4D) Note, shall be made by check mailed to or by wire transfer to the Person whose name appears as the Registered Holder of this Class C(2020A(2010-4D) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(2020-4) Notes registered on the Record Date in the name of the nominee of a clearing agency, payments will be made by wire transfer in immediately available funds to the account designated by . Any such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(2020A(2010-4D) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(2020A(2010-4D) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(2020A(2010-4D) Note and of any Class C(2020A(2010-4D) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(2020A(2010-4D) Note on a Payment DateDate occurring after the Purchase Commitment Termination Date (as defined in the Note Purchase Agreement), then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(2020A(2010-4D) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class C(2020A(2010-4D) Note may be registered on the Note Register upon surrender of this Class C(2020A(2010-4D) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(2020A(2010-4D) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(2020A(2010-4D) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(2020A(2010-4D) Note or, in the case of a Note Owner, a beneficial interest in a Class C(2020A(2010-4D) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at not, prior to the date that is one year and one day after the later of (i) the termination of the Second Amended and Restated Pooling and Servicing Agreement dated as of June 4, 2010, by and between Discover Bank, as Master Servicer, Servicer and Seller, and U.S. Bank National Association, as Trustee, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time (the “Pooling and Servicing Agreement”), with respect to Discover Card Master Trust I (the “Master Trust”), (ii) termination of the Trust Agreement dated as of July 2, 2007, as amended by the First Amendment to Trust Agreement, dated as of June 4, 2010, between Discover Bank, as Beneficiary, and Wilmington Trust Company, as Owner Trustee, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time (the “Trust Agreement”), with respect to the Issuer or (iii) the date on which no notes of any time institute against tranche, class or series of notes issued by the IssuerIssuer remain outstanding, any acquiesce, petition or otherwise invoke or cause the Master Trust or the Issuer to invoke the process of any special Governmental Authority for the purpose entity that acts as of commencing or sustaining a depositor with respect to case against the Master Trust or the Issuer under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Trust or the Issuer or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Prior to the due presentment for registration of transfer of this Class C(2020A(2010-4D) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(2020A(2010-4D) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(2020A(2010-4D) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(2020A(2010-4D) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(2020A(2010-4D) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(2020A(2010-4D) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
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Sources: Class A(2010 D) Terms Document (Discover Card Execution Note Trust)