Common use of Additional Amortization Events Clause in Contracts

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or (c) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby.

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or (c) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established herebyhereby .

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount or the Class Foreign Currency Invested Amount, as applicable, for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or; (c) if applicable, following either (i) a Currency Swap Downgrade Trigger which results (following the amount expiration of Principal Receivables the 60-day period referred to in Section 16) in the Trust at the end of any Due Period for three consecutive Due Periods withdrawal or reduction of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount ratings of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet or (ii) notice from either Rating Agency that any Qualified Substitute Currency Swap Arrangement or any other arrangement established pursuant to Section 16 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 16, to (x) obtain Replacement Class Currency Swaps or Qualified Substitute Class Currency Swap Arrangements or (y) cause the Currency Swap Counterparty to pledge securities as collateral securing the obligations of the Series established herebyCurrency Swap Counterparty or establish any other arrangement as provided in Section 16, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by each case in a manner satisfactory to the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers Rating Agencies (such that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby.neither

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or (c) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank Greenwood shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby.

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount or the Class Foreign Currency Invested Amount, as applicable, for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); (c) if applicable, following either (i) a Currency Swap Downgrade Trigger which results (following the expiration of the 60-day period referred to in Section 16) in the withdrawal or reduction of the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet or (ii) notice from either Rating Agency that any Qualified Substitute Currency Swap Arrangement or any other arrangement established pursuant to Section 16 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 16, to (x) obtain Replacement Class Currency Swaps or Qualified Substitute Class Currency Swap Arrangements or (y) cause the Currency Swap Counterparty to pledge securities as collateral securing the obligations of the Currency Swap Counterparty or establish any other arrangement as provided in Section 16, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet); (d) if applicable, a Currency Swap Termination shall have occurred; (e) if the Master Servicer determines that the Trust has or will become obligated to deduct or withhold amounts from payments to be made on the Investor Certificates of a Class that is subject to a Class Currency Swap on the next succeeding Interest Payment Date with respect to such Class, for or on account of any tax, assessment or other governmental charge by the United States or any political subdivision or taxing authority thereof or therein on any amounts due to the Certificateholders of such Class, as a result of any change in, or amendment to, the laws (or any regulations or ruling promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Series Closing Date, provided that such obligation to deduct or withhold cannot be avoided by the use of reasonable measures available to the Trust that, in the good faith opinion of the Master Servicer, will not have either (a) a material adverse impact on the conduct of the business of the Sellers or the Master Servicer or (b) a material adverse effect on the rights or interests of the certificateholders of any Class of any other Series then outstanding; or (f) if the Master Servicer determines that payments on the Investor Certificates of a Class that is subject to a Class Currency Swap on the next succeeding Interest Payment Date with respect to such Class made outside the United States by the Trustee, the Master Servicer or any Paying Agent would, under any present or future law or regulation of the United States, be subject to any certification, documentation, information or other reporting requirement of any kind, the effect of which requirement is the disclosure to the Trustee, the Master Servicer, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of an Investor Certificate of such Class who is a Non-U.S. Holder (other than such a requirement (a) which would not be applicable to a payment made by the Trustee, the Master Servicer or by any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, (b) which can be satisfied by such custodian, nominee or agent certifying that the beneficial owner is a Non-U.S. Holder, provided that, in any case referred to in clauses (a)(ii) or (b), payment by the custodian, nominee or agent to the beneficial owner is not otherwise subject to any such requirement or (c) which would not be applicable to a payment made by at least one other Paying Agent) or such certification, documentation, information or other reporting requirement cannot be avoided by the use of reasonable measures available to the Trust that, in the good faith opinion of the Master Servicer, will not have either (a) a material adverse effect on the Certificateholders of such Class who are Non-U.S. Holders or on the conduct of the business of the Sellers or the Master Servicer or (b) cause the withdrawal or reduction of the then current ratings on any Class of any other Series then outstanding; (g) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank Greenwood shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 21 shall occur, this Section 20 21 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 2021. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to if the Series established herebyhereby is not eligible to have an Early Accumulation Period, each of the events described in Section 22 as "Early Accumulation Events" shall instead be Amortization Events.

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount or the Class Foreign Currency Invested Amount, as applicable, for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); (c) if applicable, following either (i) a Currency Swap Downgrade Trigger which results (following the expiration of the 60-day period referred to in Section 16) in the withdrawal or reduction of the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet or (ii) notice from either Rating Agency that any Qualified Substitute Currency Swap Arrangement or any other arrangement established pursuant to Section 16 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 16, to (x) obtain Replacement Class Currency Swaps or Qualified Substitute Class Currency Swap Arrangements or (y) cause the Currency Swap Counterparty to pledge securities as collateral securing the obligations of the Currency Swap Counterparty or establish any other arrangement as provided in Section 16, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither 62 77 Rating Agency will reduce or withdraw the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet); (d) if applicable, a Currency Swap Termination shall have occurred; (e) if the Master Servicer determines that the Trust has or will become obligated to deduct or withhold amounts from payments to be made on the Investor Certificates of a Class that is subject to a Class Currency Swap on the next succeeding Interest Payment Date with respect to such Class, for or on account of any tax, assessment or other governmental charge by the United States or any political subdivision or taxing authority thereof or therein on any amounts due to the Certificateholders of such Class, as a result of any change in, or amendment to, the laws (or any regulations or ruling promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Series Closing Date, provided that such obligation to deduct or withhold cannot be avoided by the use of reasonable measures available to the Trust that, in the good faith opinion of the Master Servicer, will not have either (a) a material adverse impact on the conduct of the business of the Sellers or the Master Servicer or (b) a material adverse effect on the rights or interests of the certificateholders of any Class of any other Series then outstanding; or (f) if the Master Servicer determines that payments on the Investor Certificates of a Class that is subject to a Class Currency Swap on the next succeeding Interest Payment Date with respect to such Class made outside the United States by the Trustee, the Master Servicer or any Paying Agent would, under any present or future law or regulation of the United States, be subject to any certification, documentation, information or other reporting requirement of any kind, the effect of which requirement is the disclosure to the Trustee, the Master Servicer, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of an Investor Certificate of such Class who is a Non-U.S. Holder (other than such a requirement (a) which would not be applicable to a payment made by the Trustee, the Master Servicer or by any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, (b) which can be satisfied by such custodian, nominee or agent certifying that the beneficial owner is a Non-U.S. Holder, provided that, in any case referred to in clauses (a)(ii) or (b), payment by the custodian, nominee or agent to the beneficial owner is not otherwise subject to any such requirement or (c) which would not be applicable to a payment made by at least one other Paying Agent) or such certification, documentation, information or other reporting requirement cannot be avoided by the use of reasonable measures available to the Trust that, in the good faith opinion of the Master Servicer, will not have either (a) a material adverse effect on the Certificateholders of such Class who are Non-U.S. Holders or on the conduct of the business of the Sellers or the Master Servicer or (b) cause the withdrawal or reduction of the then current ratings on any Class of any other Series then outstanding; (g) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank Greenwood shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 21 shall occur, this Section 20 21 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 2021. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to if the Series established herebyhereby is not eligible to have an Early Accumulation Period, each of the events described in Section 22 as "Early Accumulation Events" shall instead be Amortization Events.

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or (c) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby.;

Additional Amortization Events. If The occurrence of any one of the following events shall occurbe deemed to be an Early Amortization Event solely with respect to Series 1998-1: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity any Determination Date, as applicable, with respect to any Class, the Class Invested Amount average of the Monthly Payment Rates for such Class the three preceding Collection Periods is not reduced to zeroless than 20%; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of on any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating AgencyDetermination Date, the Master Servicer shall failAvailable Subordinated Amount for the next Distribution Date will be less than the Required Subordinated Amount on such Determination Date, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory after giving effect to the Trustee and distributions to be made on the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); ornext Distribution Date; (c) if any Service Default with respect to Series 1998-1 occurs; (d) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods relating to Used Vehicles exceeds 20% of the Early Accumulation Period shall be less than Pool Balance on such last day; (e) any Class A-1 Carry-over Amount or Class A-2 Carry-over Amount or any Class A-1 Additional Carry-over Amount or Class A-2 Additional Carry-over Amount is outstanding on six consecutive Distribution Dates; (f) the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the outstanding principal amount of the deficiency Class A-1 Certificates is not repaid by the tenth day Class A-1 Expected Payment Date; (g) the outstanding principal amount of the calendar month Class A-2 Certificates is not repaid by the Class A-2 Expected Payment Date; (h) the Trust shall file a petition commencing a voluntary case under any chapter of the following Due PeriodFederal bankruptcy laws; or the Trust shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable Federal law, or shall consent to the filing of any such petition, answer, or consent; or the Trust shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or the Trust shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; and (i) any order for relief against the Trust shall have been entered by a court having jurisdiction in the premises under any chapter of the Federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the Trust under any other similar applicable Federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of the Trust or of any substantial part of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days. The Trustee agrees that upon gaining knowledge of the occurrence of any event described in Section 9.01 of the Agreement or Section 6.01 of this Series Supplement it shall (a) promptly provide notice to the Rating Agencies of the occurrence of such event and (b) notify the Series 1998-1 Certificateholders of the occurrence of such event within 45 days of the expiration of the applicable grace period, if any. In the case of any event described in Sections 9.01(f) or (g) of the Agreement or Section 6.01(c) of this Series Supplement, an Early Amortization Event shall occur with respect to Series 1998-1 will be deemed to have occurred only if, after the Investor Certificates applicable grace period described in such Sections, if any, either the Trustee or Series 1998-1 Certificateholders evidencing more than 50% of the aggregate unpaid principal amount of the Series established hereby1998-1 Certificates by written notice to the Seller and the Servicer (and the Trustee, if given by Series 1998-1 Certificateholders) declare that an Early Amortization Event has occurred as of the date of such notice. In the case of any other Early Amortization Event, such Early Amortization Event will be deemed to have occurred immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written without any notice by or other action on the part of the Trustee and not less than 51% of the Class Invested Amount of each Class of or the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby1998-1 Certificateholders.

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount or the Class Foreign Currency Invested Amount, as applicable, for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or; (c) if applicable, following either (i) a Currency Swap Downgrade Trigger which results (following the amount expiration of Principal Receivables the 60-day period referred to in Section 16) in the Trust at the end of any Due Period for three consecutive Due Periods withdrawal or reduction of the Early Accumulation Period shall be less than ratings of the Investor Certificates below the Minimum Principal Receivables Balance Investor Certificate Ratings specified in the Series Term Sheet or (ii) notice from either Rating Agency that any Qualified Substitute Currency Swap Arrangement or any other arrangement established pursuant to Section 16 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 16, to (x) obtain Replacement Class Currency Swaps or Qualified Substitute Class Currency Swap Arrangements or (y) cause the Currency Swap Counterparty to pledge securities as collateral securing the obligations of the Currency Swap Counterparty or establish any other arrangement as provided in Section 16, in each case in a manner satisfactory to the Trustee and Discover Bank the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet); (d) if applicable, a Currency Swap Termination shall have failed to assign Receivables in Additional Accounts or Participation Interests to occurred; (e) if the Master Servicer determines that the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect has or will become obligated to deduct or withhold amounts from payments to be made on the Investor Certificates of a Class that is subject to a Class Currency Swap on the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events next succeeding Interest Payment Date with respect to such Class, for or on account of any tax, assessment or other governmental charge by the Series established hereby.United States or any political subdivision or taxing authority thereof or therein on any amounts due to the Certificateholders of such Class, as a result of any change in, or amendment to, the laws (or any regulations or ruling promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or (c) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby 52 65 to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby.

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount or the Class Foreign Currency Invested Amount, as applicable, for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or; (c) if applicable, following either (i) a Currency Swap Downgrade Trigger which results (following the amount expiration of Principal Receivables the 60-day period referred to in Section 16) in the Trust at the end of any Due Period for three consecutive Due Periods withdrawal or reduction of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount ratings of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of below the Minimum Investor Certificate Ratings specified in the Series Term Sheet or (ii) notice from either Rating Agency that any Qualified Substitute Currency Swap Arrangement or any other arrangement established herebypursuant to Section 16 is no longer satisfactory to such Rating Agency, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and shall fail, within the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth applicable time period specified in Section 21 shall constitute either Early Accumulation Events 16, to (x) obtain Replacement Class Currency Swaps or additional Amortization Events with respect to the Series established hereby.Qualified Substitute Class Currency Swap Arrangements or (y) cause the

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount or the Class Foreign Currency Invested Amount, as applicable, for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); (c) if applicable, following either (i) a Currency Swap Downgrade Trigger which results (following the expiration of the 60-day period referred to in Section 16) in the withdrawal or reduction of the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet or (ii) notice from either Rating Agency that any Qualified Substitute Currency Swap Arrangement or any other arrangement established pursuant to Section 16 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 16, to (x) obtain Replacement Class Currency Swaps or Qualified Substitute Class Currency Swap Arrangements or (y) cause the Currency Swap Counterparty to pledge securities as collateral securing the obligations of the Currency Swap Counterparty or establish any other arrangement as provided in Section 16, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither 63 Rating Agency will reduce or withdraw the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet); (d) if applicable, a Currency Swap Termination shall have occurred; (e) if the Master Servicer determines that the Trust has or will become obligated to deduct or withhold amounts from payments to be made on the Investor Certificates of a Class that is subject to a Class Currency Swap on the next succeeding Interest Payment Date with respect to such Class, for or on account of any tax, assessment or other governmental charge by the United States or any political subdivision or taxing authority thereof or therein on any amounts due to the Certificateholders of such Class, as a result of any change in, or amendment to, the laws (or any regulations or ruling promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Series Closing Date, provided that such obligation to deduct or withhold cannot be avoided by the use of reasonable measures available to the Trust that, in the good faith opinion of the Master Servicer, will not have either (a) a material adverse impact on the conduct of the business of the Sellers or the Master Servicer or (b) a material adverse effect on the rights or interests of the certificateholders of any Class of any other Series then outstanding; or (f) if the Master Servicer determines that payments on the Investor Certificates of a Class that is subject to a Class Currency Swap on the next succeeding Interest Payment Date with respect to such Class made outside the United States by the Trustee, the Master Servicer or any Paying Agent would, under any present or future law or regulation of the United States, be subject to any certification, documentation, information or other reporting requirement of any kind, the effect of which requirement is the disclosure to the Trustee, the Master Servicer, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of an Investor Certificate of such Class who is a Non-U.S. Holder (other than such a requirement (a) which would not be applicable to a payment made by the Trustee, the Master Servicer or by any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, (b) which can be satisfied by such custodian, nominee or agent certifying that the beneficial owner is a Non-U.S. Holder, provided that, in any case referred to in clauses (a)(ii) or (b), payment by the custodian, nominee or agent to the beneficial owner is not otherwise subject to any such requirement or (c) which would not be applicable to a payment made by at least one other Paying Agent) or such certification, documentation, information or other reporting requirement cannot be avoided by the use of reasonable measures available to the Trust that, in the good faith opinion of the Master Servicer, will not have either (a) a material adverse effect on the Certificateholders of such Class who are Non-U.S. Holders or on the conduct of the business of the Sellers or the Master Servicer or (b) cause the withdrawal or reduction of the then current ratings on any Class of any other Series then outstanding; (g) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank Greenwood shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 21 shall occur, this Section 20 21 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 2021. In addition, the events set forth in Section 21 22 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby. The Master Servicer's determination that an event described in clause (e) or (f) has occurred will be evidenced by delivery to the Trustee of (i) a certificate setting forth a statement of facts showing that such Amortization Event has occurred or will occur and (ii) an opinion of independent legal counsel to such effect based on such statement of facts. In any such case, the Amortization Event shall be deemed to have occurred on the first Distribution Date following the Master Servicer's determination, without any notice or other action on the part of the Trustee or the Investor Certificateholders.

Additional Amortization Events. If The occurrence of any one of the following events shall occurbe deemed to be an Early Amortization Event solely with respect to Series 2001-A: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity any Determination Date, as applicable, with respect to any Class, the Class Invested Amount average of the Monthly Payment Rates for such Class the three preceding Collection Periods is not reduced to zeroless than 20%; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of on any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating AgencyDetermination Date, the Master Servicer shall failAvailable Subordinated Amount for the next Distribution Date will be less than the Required Subordinated Amount on such Determination Date, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory after giving effect to the Trustee and distributions to be made on the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); ornext Distribution Date; (c) if any Service Default with respect to Series 2001-A occurs; (d) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods relating to Used Vehicles exceeds 20% of the Early Accumulation Period shall be less than Pool Balance on such last day; (e) any Carry-over Amount or any Additional Carry-over Amount is outstanding on six consecutive Distribution Dates; (f) the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the outstanding principal amount of the deficiency Series 2001-A Certificates is not repaid by the tenth day Series 2001-A Expected Payment Date; (g) the Trust shall file a petition commencing a voluntary case under any chapter of the calendar month Federal bankruptcy laws; or the Trust shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable Federal law, or shall consent to the filing of any such petition, answer, or consent; or the Trust shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or the Trust shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; and (h) any order for relief against the Trust shall have been entered by a court having jurisdiction in the premises under any chapter of the following Due PeriodFederal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the Trust under any other similar applicable Federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of the Trust or of any substantial part of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days. The Trustee agrees that upon gaining knowledge of the occurrence of any event described in Section 9.01 of the Agreement or Section 6.01 of this Series Supplement it shall (a) promptly provide notice to the Rating Agencies of the occurrence of such event and (b) notify the Series 2001-A Certificateholders of the occurrence of such event within 45 days of the expiration of the applicable grace period, if any. In the case of any event described in Sections 9.01(e) or (f) of the Agreement or Section 6.01(c) of this Series Supplement, an Early Amortization Event shall occur with respect to Series 2001-A will be deemed to have occurred only if, after the Investor Certificates applicable grace period described in such Sections, if any, either the Trustee or Series 2001-A Certificateholders evidencing more than 50% of the aggregate unpaid principal amount of the Series established hereby2001-A Certificates by written notice to the Seller and the Servicer (and the Trustee, if given by Series 2001-A Certificateholders) declare that an Early Amortization Event has occurred as of the date of such notice. In the case of any other Early Amortization Event, such Early Amortization Event will be deemed to have occurred immediately upon the occurrence of such event, without any notice or other action on the part of the Trustee or the Series 2001-A Certificateholders. If an In the case of any Early Amortization Event described in Sections 9.01(a) or (e) of the Agreement or this Section 20 6.01, other than Sections 6.01(f), (g) or (h), provided that (i) no other Early Amortization Event (other than an Early Amortization Event which has resulted in an Early Amortization Period which has terminated as described in clause (c) or clause (d) of the definition thereof in this Series Supplement) has occurred and (ii) the scheduled termination of the Revolving Period has not occurred, the Trustee agrees that it shall occur, this Section 20 constitutes request written notice confirmation from Standard & Poor's that the termination of the Early Amortization Period caused by the Trustee and occurrence of such Early Amortization Event will not less than 51% result in the downgrading or withdrawal of the Class Invested Amount of each Class such entity's rating of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred2001-A Certificates. No additional notice of any kindThe Trustee further agrees that, which is hereby waived by the Sellers and the Master Servicerwhere applicable, it shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to promptly notify the Series established hereby2001-A Certificateholders that it has received the written confirmation referred to in the preceding paragraph, and that the Series 2001-A Certificateholders may elect to terminate the related Early Amortization Period.

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or (c) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank Greenwood shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established herebyhereby .

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount or the Class Foreign Currency Invested Amount, as applicable, for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); (c) if applicable, following either (i) a Currency Swap Downgrade Trigger which results (following the expiration of the 60-day period referred to in Section 16) in the withdrawal or reduction of the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet or (ii) notice from either Rating Agency that any Qualified Substitute Currency Swap Arrangement or any other arrangement established pursuant to Section 16 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 16, to (x) obtain Replacement Class Currency Swaps or Qualified Substitute Class Currency Swap Arrangements or (y) cause the Currency Swap Counterparty to pledge securities as collateral securing the obligations of the Currency Swap Counterparty or establish any other arrangement as provided in Section 16, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither 63 Rating Agency will reduce or withdraw the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet); (d) if applicable, a Currency Swap Termination shall have occurred; (e) if the Master Servicer determines that the Trust has or will become obligated to deduct or withhold amounts from payments to be made on the Investor Certificates of a Class that is subject to a Class Currency Swap on the next succeeding Interest Payment Date with respect to such Class, for or on account of any tax, assessment or other governmental charge by the United States or any political subdivision or taxing authority thereof or therein on any amounts due to the Certificateholders of such Class, as a result of any change in, or amendment to, the laws (or any regulations or ruling promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Series Closing Date, provided that such obligation to deduct or withhold cannot be avoided by the use of reasonable measures available to the Trust that, in the good faith opinion of the Master Servicer, will not have either (a) a material adverse impact on the conduct of the business of the Sellers or the Master Servicer or (b) a material adverse effect on the rights or interests of the certificateholders of any Class of any other Series then outstanding; or (f) if the Master Servicer determines that payments on the Investor Certificates of a Class that is subject to a Class Currency Swap on the next succeeding Interest Payment Date with respect to such Class made outside the United States by the Trustee, the Master Servicer or any Paying Agent would, under any present or future law or regulation of the United States, be subject to any certification, documentation, information or other reporting requirement of any kind, the effect of which requirement is the disclosure to the Trustee, the Master Servicer, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of an Investor Certificate of such Class who is a Non-U.S. Holder (other than such a requirement (a) which would not be applicable to a payment made by the Trustee, the Master Servicer or by any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, (b) which can be satisfied by such custodian, nominee or agent certifying that the beneficial owner is a Non-U.S. Holder, provided that, in any case referred to in clauses (a)(ii) or (b), payment by the custodian, nominee or agent to the beneficial owner is not otherwise subject to any such requirement or (c) which would not be applicable to a payment made by at least one other Paying Agent) or such certification, documentation, information or other reporting requirement cannot be avoided by the use of reasonable measures available to the Trust that, in the good faith opinion of the Master Servicer, will not have either (a) a material adverse effect on the Certificateholders of such Class who are Non-U.S. Holders or on the conduct of the business of the Sellers or the Master Servicer or (b) cause the withdrawal or reduction of the then current ratings on any Class of any other Series then outstanding; (g) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby.the

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount or the Class Foreign Currency Invested Amount, as applicable, for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); (c) if applicable, following either (i) a Currency Swap Downgrade Trigger which results (following the expiration of the 60-day period referred to in Section 16) in the withdrawal or reduction of the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet or (ii) notice from either Rating Agency that any Qualified Substitute Currency Swap Arrangement or any other arrangement established pursuant to Section 16 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 16, to (x) obtain Replacement Class Currency Swaps or Qualified Substitute Class Currency Swap Arrangements or (y) cause the Currency Swap Counterparty to pledge securities as collateral securing the obligations of the Currency Swap Counterparty or establish any other arrangement as provided in Section 16, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither 62 Rating Agency will reduce or withdraw the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet); (d) if applicable, a Currency Swap Termination shall have occurred; (e) if the Master Servicer determines that the Trust has or will become obligated to deduct or withhold amounts from payments to be made on the Investor Certificates of a Class that is subject to a Class Currency Swap on the next succeeding Interest Payment Date with respect to such Class, for or on account of any tax, assessment or other governmental charge by the United States or any political subdivision or taxing authority thereof or therein on any amounts due to the Certificateholders of such Class, as a result of any change in, or amendment to, the laws (or any regulations or ruling promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Series Closing Date, provided that such obligation to deduct or withhold cannot be avoided by the use of reasonable measures available to the Trust that, in the good faith opinion of the Master Servicer, will not have either (a) a material adverse impact on the conduct of the business of the Sellers or the Master Servicer or (b) a material adverse effect on the rights or interests of the certificateholders of any Class of any other Series then outstanding; or (f) if the Master Servicer determines that payments on the Investor Certificates of a Class that is subject to a Class Currency Swap on the next succeeding Interest Payment Date with respect to such Class made outside the United States by the Trustee, the Master Servicer or any Paying Agent would, under any present or future law or regulation of the United States, be subject to any certification, documentation, information or other reporting requirement of any kind, the effect of which requirement is the disclosure to the Trustee, the Master Servicer, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of an Investor Certificate of such Class who is a Non-U.S. Holder (other than such a requirement (a) which would not be applicable to a payment made by the Trustee, the Master Servicer or by any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, (b) which can be satisfied by such custodian, nominee or agent certifying that the beneficial owner is a Non-U.S. Holder, provided that, in any case referred to in clauses (a)(ii) or (b), payment by the custodian, nominee or agent to the beneficial owner is not otherwise subject to any such requirement or (c) which would not be applicable to a payment made by at least one other Paying Agent) or such certification, documentation, information or other reporting requirement cannot be avoided by the use of reasonable measures available to the Trust that, in the good faith opinion of the Master Servicer, will not have either (a) a material adverse effect on the Certificateholders of such Class who are Non-U.S. Holders or on the conduct of the business of the Sellers or the Master Servicer or (b) cause the withdrawal or reduction of the then current ratings on any Class of any other Series then outstanding; (g) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank Greenwood shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 21 shall occur, this Section 20 21 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 2021. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to if the Series established herebyhereby is not eligible to have an Early Accumulation Period, each of the events described in Section 22 as "Early Accumulation Events" shall instead be Amortization Events.

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount or the Class Foreign Currency Invested Amount, as applicable, for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); (c) if applicable, following either (i) a Currency Swap Downgrade Trigger which results (following the expiration of the 60-day period referred to in Section 16) in the withdrawal or reduction of the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet or (ii) notice from either Rating Agency that any Qualified Substitute Currency Swap Arrangement or any other arrangement established pursuant to Section 16 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 16, to (x) obtain Replacement Class Currency Swaps or Qualified Substitute Class Currency Swap Arrangements or (y) cause the Currency Swap Counterparty to pledge securities as collateral securing the obligations of the Currency Swap Counterparty or establish any other arrangement as provided in Section 16, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet); (d) if applicable, a Currency Swap Termination shall have occurred; (e) if the Master Servicer determines that the Trust has or will become obligated to deduct or withhold amounts from payments to be made on the Investor Certificates of a Class that is subject to a Class Currency Swap on the next succeeding Interest Payment Date with respect to such Class, for or on account of any tax, assessment or other governmental charge by the United States or any political subdivision or taxing authority thereof or therein on any amounts due to the Certificateholders of such Class, as a result of any change in, or amendment to, the laws (or any regulations or ruling promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Series Closing Date, provided that such obligation to deduct or withhold cannot be avoided by the use of reasonable measures available to the Trust that, in the good faith opinion of the Master Servicer, will not have either (a) a material adverse impact on the conduct of the business of the Sellers or the Master Servicer or (b) a material adverse effect on the rights or interests of the certificateholders of any Class of any other Series then outstanding; or (f) if the Master Servicer determines that payments on the Investor Certificates of a Class that is subject to a Class Currency Swap on the next succeeding Interest Payment Date with respect to such Class made outside the United States by the Trustee, the Master Servicer or any Paying Agent would, under any present or future law or regulation of the United States, be subject to any certification, documentation, information or other reporting requirement of any kind, the effect of which requirement is the disclosure to the Trustee, the Master Servicer, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of an Investor Certificate of such Class who is a Non-U.S. Holder (other than such a requirement (a) which would not be applicable to a payment made by the Trustee, the Master Servicer or by any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, (b) which can be satisfied by such custodian, nominee or agent certifying that the beneficial owner is a Non-U.S. Holder, provided that, in any case referred to in clauses (a)(ii) or (b), payment by the custodian, nominee or agent to the beneficial owner is not otherwise subject to any such requirement or (c) which would not be applicable to a payment made by at least one other Paying Agent) or such certification, documentation, information or other reporting requirement cannot be avoided by the use of reasonable measures available to the Trust that, in the good faith opinion of the Master Servicer, will not have either (a) a material adverse effect on the Certificateholders of such Class who are Non-U.S. Holders or on the conduct of the business of the Sellers or the Master Servicer or (b) cause the withdrawal or reduction of the then current ratings on any Class of any other Series then outstanding; (g) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank Greenwood shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 21 shall occur, this Section 20 21 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 2021. In addition, the events set forth in Section 21 22 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby.. 77

Additional Amortization Events. If The occurrence of any one of the following events shall occurbe deemed to be an Early Amortization Event solely with respect to Series 1999-1: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity any Determination Date, as applicable, with respect to any Class, the Class Invested Amount average of the Monthly Payment Rates for such Class the three preceding Collection Periods is not reduced to zeroless than 20%; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of on any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating AgencyDetermination Date, the Master Servicer shall failAvailable Subordinated Amount for the next Distribution Date will be less than the Required Subordinated Amount on such Determination Date, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory after giving effect to the Trustee and distributions to be made on the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); ornext Distribution Date; (c) if any Service Default with respect to Series 1999-1 occurs; (d) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on such last day; (e) on any Distribution Date the amount of funds in the Trust at the end of Reserve Fund after giving effect to any Due Period for three consecutive Due Periods of the Early Accumulation Period withdrawals therefrom or deposits thereto on such Distribution Date shall be less than 0.10% of the Minimum Principal Receivables Balance and Discover Bank shall have failed outstanding principal balance of the Series 1999-1 Certificates on such Distribution Date (after giving effect to assign Receivables in Additional Accounts or Participation Interests to any changes therein on such Distribution Date); (f) the Trust in at least the outstanding principal amount of the deficiency Class A-1 Certificates is not repaid by the tenth day Class A-1 Expected Payment Date; (g) the outstanding principal amount of the calendar month Class A-2 Certificates is not repaid by the Class A-2 Expected Payment Date; (h) the Trust shall file a petition commencing a voluntary case under any chapter of the following Due PeriodFederal bankruptcy laws; or the Trust shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable Federal law, or shall consent to the filing of any such petition, answer, or consent; or the Trust shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or the Trust shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; and (i) any order for relief against the Trust shall have been entered by a court having jurisdiction in the premises under any chapter of the Federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the Trust under any other similar applicable Federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of the Trust or of any substantial part of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days. The Trustee agrees that upon gaining knowledge of the occurrence of any event described in Section 9.01 of the Agreement or Section 6.01 of this Series Supplement it shall (a) promptly provide notice to the Rating Agencies of the occurrence of such event and (b) notify the Series 1999-1 Certificateholders of the occurrence of such event within 45 days of the expiration of the applicable grace period, if any. In the case of any event described in Sections 9.01(f) or (g) of the Agreement or Section 6.01(c) of this Series Supplement, an Early Amortization Event shall occur with respect to Series 1999-1 will be deemed to have occurred only if, after the Investor Certificates applicable grace period described in such Sections, if any, either the Trustee or Series 1999-1 Certificateholders evidencing more than 50% of the aggregate unpaid principal amount of the Series established hereby1999-1 Certificates by written notice to the Seller and the Servicer (and the Trustee, if given by Series 1999-1 Certificateholders) declare that an Early Amortization Event has occurred as of the date of such notice. In the case of any other Early Amortization Event, such Early Amortization Event will be deemed to have occurred immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written without any notice by or other action on the part of the Trustee and not less than 51% of the Class Invested Amount of each Class of or the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby1999-1 Certificateholders.

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or (c) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank Greenwood shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional 51 62 notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby.

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount or the Class Foreign Currency Invested Amount, as applicable, for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); (c) if applicable, following either (i) a Currency Swap Downgrade Trigger which results (following the expiration of the 60-day period referred to in Section 16) in the withdrawal or reduction of the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet or (ii) notice from either Rating Agency that any Qualified Substitute Currency Swap Arrangement or any other arrangement established pursuant to Section 16 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 16, to (x) obtain Replacement Class Currency Swaps or Qualified Substitute Class Currency Swap Arrangements or (y) cause the Currency Swap Counterparty to pledge securities as collateral securing the obligations of the Currency Swap Counterparty or establish any other arrangement as provided in Section 16, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet); (d) if applicable, a Currency Swap Termination shall have occurred; (e) if the Master Servicer determines that the Trust has or will become obligated to deduct or withhold amounts from payments to be made on the Investor Certificates of a Class that is subject to a Class Currency Swap on the next succeeding Interest Payment Date with respect to such Class, for or on account of any tax, assessment or other governmental charge by the United States or any political subdivision or taxing authority thereof or therein on any amounts due to the Certificateholders of such Class, as a result of any change in, or amendment to, the laws (or any regulations or ruling promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Series Closing Date, provided that such obligation to deduct or withhold cannot be avoided by the use of reasonable measures available to the Trust that, in the good faith opinion of the Master Servicer, will not have either (a) a material adverse impact on the conduct of the business of the Sellers or the Master Servicer or (b) a material adverse effect on the rights or interests of the certificateholders of any Class of any other Series then outstanding; or (f) if the Master Servicer determines that payments on the Investor Certificates of a Class that is subject to a Class Currency Swap on the next succeeding Interest Payment Date with respect to such Class made outside the United States by the Trustee, the Master Servicer or any Paying Agent would, under any present or future law or regulation of the United States, be subject to any certification, documentation, information or other reporting requirement of any kind, the effect of which requirement is the disclosure to the Trustee, the Master Servicer, any Paying Agent or any governmental authority of the nationality, residence or identity of a beneficial owner of an Investor Certificate of such Class who is a Non-U.S. Holder (other than such a requirement (a) which would not be applicable to a payment made by the Trustee, the Master Servicer or by any Paying Agent (i) directly to the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, (b) which can be satisfied by such custodian, nominee or agent certifying that the beneficial owner is a Non-U.S. Holder, provided that, in any case referred to in clauses (a)(ii) or (b), payment by the custodian, nominee or agent to the beneficial owner is not otherwise subject to any such requirement or (c) which would not be applicable to a payment made by at least one other Paying Agent) or such certification, documentation, information or other reporting requirement cannot be avoided by the use of reasonable measures available to the Trust that, in the good faith opinion of the Master Servicer, will not have either (a) a material adverse effect on the Certificateholders of such Class who are Non-U.S. Holders or on the conduct of the business of the Sellers or the Master Servicer or (b) cause the withdrawal or reduction of the then current ratings on any Class of any other Series then outstanding; (g) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank Greenwood shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 21 shall occur, this Section 20 21 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 2021. In addition, the events set forth in Section 21 22 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby. The Master Servicer's determination that an event described in clause (e) or (f) has occurred will be evidenced by delivery to the Trustee of (i) a certificate setting forth a statement of facts showing that such Amortization Event has occurred or will occur and (ii) an opinion of independent legal counsel to such effect based on such statement of facts. In any such case, the Amortization Event shall be deemed to have occurred on the first Distribution Date following the Master Servicer's determination, without any notice or other action on the part of the Trustee or the Investor Certificateholders.

Additional Amortization Events. If (a) Except as provided in Section 6.01(b), the occurrence of any one of the following events shall occurshall, immediately upon the occurrence thereof without notice or other action on the part of the Indenture Trustee or the Series 2000-1 Noteholders, be deemed to be an Early Amortization Event solely with respect to Series 2000-1: (ai) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 27.5%; (ii) on any Determination Date, the Series 2000-1 Available Subordinated Amount for the next Payment Date will be reduced to an amount less than the Required Subordinated Amount on such Determination Date, after giving effect to payments and the distributions to be made on the Class Expected Final next Payment Date Date; (iii) any Servicing Default with respect to the Series 2000-1 Notes occurs; (iv) any Carry-Over Amount is outstanding on six consecutive Payment Dates; (v) failure on the part of the Transferor, the Servicer or the Class Final Maturity DateVCI, as applicable, (a) to make any payment or deposit required by the Trust Sale and Servicing Agreement or the Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or Adjustment Payment, on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein; or (b) to deliver a Payment Date Statement on the date required under the Trust Sale and Servicing Agreement (or within the applicable grace period which will not exceed five Business Days); (c) to comply with its covenant not to create any lien on a Receivable; or (d) to observe or perform in any material respect any other covenants or agreements set forth in the Trust Sale and Servicing Agreement or the Receivables Purchase Agreement, which failure continues unremedied for a period of 60 days after written notice of such failure; (vi) any representation or warranty made by VCI in the Receivables Purchase Agreement or by the Transferor in the Trust Sale and Servicing Agreement or any information required to be given by the Transferor to the Indenture Trustee to identify the Accounts proves to have been incorrect in any material respect when made and continues to be incorrect in any material respect for a period of 60 days after written notice and as a result the interests of the Noteholders are materially and adversely affected; provided, however, that an Early Amortization Event shall not be -------- ------- deemed to occur thereunder if the Transferor has repurchased the related Receivables or all such Receivables, if applicable, during such 60 day period in accordance with the provisions of the Trust Sale and Servicing Agreement; and (vii) the occurrence of an Event of Default with respect to any Class, the Class Invested Amount for such Class is not reduced Series 2000-1 Notes and the declaration that the Series 2000-1 Notes are due and payable pursuant to zero;Section 5.2 of the Indenture. (b) if applicableIn the case of any event described in Section 6.01(a)(iii), following (v), (vi) and (vii) above, an Early Amortization Event with respect to Series 2000-1 will be deemed to have occurred only if, after the applicable grace period described in such clauses, either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) Indenture Trustee or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations Series 2000-1 Noteholders holding Series 2000-1 Notes evidencing more than 50% of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates aggregate unpaid principal amount of the Series established hereby); or (c) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests 2000-1 Notes, by written notice to the Trust in at least Trust, the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer Transferor and the Sellers Servicer (and the Indenture Trustee, if such notices is given by Series 2000-1 Noteholders) declare that such an Early Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required occurred as a condition of the occurrence date of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established herebysuch notice.

Additional Amortization Events. If any one In addition to the Amortization Events set forth in Section 12.01 of the Indenture, the following events (whatever the reason for such event, and whether it shall occur:be voluntary or involuntary or be affected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority) shall constitute an “Amortization Event” hereunder (the “Series 2007-1 Amortization Events”): (a) the aggregate Outstanding Obligations of all Series then Outstanding on any Payment Date (after giving effect to all principal payments to be paid on such Payment Date) exceeds the Borrowing Base, and distributions on such condition continues for a period of 10 days; provided, however, that only a 5 day (rather than a 10 day) cure period shall apply if the Class Expected Final Payment Date Outstanding Obligations of all Series then Outstanding exceeds the Borrowing Base due to the failure of a Seller to repurchase or substitute Transferred Assets in accordance with the Class Final Maturity Date, as applicable, with respect to any Class, provisions of the Class Invested Amount for such Class is not reduced to zerorelated Transfer Agreement; (b) if applicableas of the last day of any calendar month, following either the Interpool Fleet Utilization shall be less than 65%; provided that such Series 2007-1 Amortization Event shall thereafter be deemed to be automatically cured to the extent such Interpool Fleet Utilization percentage is greater than 65% as of the end of any subsequent month; and (c) the occurrence of any default beyond any grace period under any agreement with any creditor for borrowed money with respect to the Issuer, Interpool or any member of the Interpool Group in excess of $5,000,000 and (i) the withdrawal or reduction such default consists of the commercial paper failure to pay any principal, premium or certificate of deposit rating of any Interest Rate Cap Provider interest with respect to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) indebtedness or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations default consists of the Interest Rate Cap Provider failure to perform any covenant or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or (c) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur agreement with respect to such indebtedness if the Investor Certificates of the Series established hereby, immediately upon the occurrence effect of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by default may cause the Trustee and not less than 51% such Person’s obligations which are the subject thereof to become due prior to its maturity date or prior to its regularly scheduled date of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established herebypayment.

Additional Amortization Events. If (a) The occurrence of any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or (c) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established herebyshall, immediately upon the occurrence thereof without notice or other action on the part of such event. If an the Custodian or the Series 1995-1 Master Custodial Certificateholders, be deemed to be a Series 1995-1 Early Amortization Event described in this Section 20 shall occursolely with respect to Series 1995-1: (i) on any Determination Date, this Section 20 constitutes written notice by the Trustee and not average of the Monthly Payment Rates for the two preceding Collection Periods is less than 5120%; (ii) on any Determination Date, the Available Subordinated Amount for the next Distribution Date will be less than the Required Subordinated Amount on such Determination Date, after giving effect to the distributions to be made on the next Distribution Date; (iii) any Service Default with respect to Series 1995-1 occurs; (iv) on any Determination Date, as of the last day of the preceding collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Class Invested Pool Balance on such last day; (v) any Carry-over Amount of each Class or Additional Carry-over Amount arises on six consecutive Distribution Dates; (vi) the outstanding principal balance of the Series established hereby to the 1995-1 Investor Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which Custodial Certificates is hereby waived not repaid by the Sellers final Controlled Amortization Period Distribution Date; (vii) either of the Rating Agencies shall have withdrawn its rating of the Class A Certificate or reduced such rating to a rating category other than its highest investment category and such rating is not restored or increased to such highest investment category within 45 days of such withdrawal or reduction; or (viii) CFC fails to perform any covenant contained in Section 10.1. (b) The Servicer shall as soon as possible and in any event within five Business Days after the Master Servicer, shall be required as a condition Servicer becomes aware or ought to have become aware of the occurrence of any each Series 1995-1 Early Amortization Event described in this Section 20. In additionand each event which, with the events set giving of notice or lapse of time or both would constitute a Series 1995-1 Early Amortization Event, provide a statement of an officer of the Servicer setting forth in Section 21 shall constitute either details as to such Series 1995-1 Early Accumulation Events Amortization Event or additional Amortization Events event and the action which the Servicer has taken or is proposing to take with respect to the Series established herebythereto.

Additional Amortization Events. If any one of the following events shall occur: (a) on any Distribution Date, the three month rolling average Series Excess Spread is less than the Series Buffer Amount, the three month rolling average Group Excess Spread is less than the Group Buffer Amount and for so long as any Series that is not an Interchange Series is outstanding, the three month rolling average Interchange Subgroup Excess Spread is less than the Interchange Subgroup Buffer Amount; (b) if the Series established hereby has an Accumulation Period and, after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount for such Class is not reduced to zero; (bc) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or (cd) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period a Supplemental Credit Enhancement Event shall be less than the Minimum Principal Receivables Balance have occurred and Discover Bank as Servicer shall have failed to assign Receivables arrange for the Supplemental Credit Enhancement in Additional Accounts or Participation Interests to accordance with the Trust in at least the amount requirements of Section 11(c) hereof (including, without limitation, receipt of the deficiency by the tenth day of the calendar month of the following Due Periodconfirmation from Standard & Poor’s required thereby); an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 18 shall occur, this Section 20 18 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers Seller and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby18.

Additional Amortization Events. If any one of the following events shall occur: (a) on any Distribution Date, the three month rolling average Series Excess Spread is less than the Series Buffer Amount and the three month rolling average Group Excess Spread is less than the Group Buffer Amount; (b) if the Series established hereby has an Accumulation Period and, after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount or the Class Foreign Currency Invested Amount, as applicable, for such Class is not reduced to zero; (bc) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); (d) if applicable, following either (i) a Currency Swap Downgrade Trigger which results (following the expiration of the 60-day period referred to in Section 16) in the withdrawal or reduction of the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet or (ii) notice from either Rating Agency that any Qualified Substitute Currency Swap Arrangement or any other arrangement established pursuant to Section 16 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 16, to (x) obtain Replacement Class Currency Swaps or Qualified Substitute Class Currency Swap Arrangements or (y) cause the Currency Swap Counterparty to pledge securities as collateral securing the obligations of the Currency Swap Counterparty or establish any other arrangement as provided in Section 16, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates below the Minimum Investor Certificate Ratings specified in the Series Term Sheet); (e) if applicable, a Currency Swap Termination shall have occurred; (f) if a Supplemental Credit Enhancement Event shall have occurred and Greenwood as Servicer shall have failed to arrange for the Supplemental Credit Enhancement in accordance with the requirements of Section 11(c) hereof (including, without limitation, receipt of the confirmation from Standard & Poor's required thereby); (g) if the Master Servicer determines that the Trust has or will become obligated to deduct or withhold amounts from payments to be made on the Investor Certificates of a Class that is subject to a Class Currency Swap on the next succeeding Interest Payment Date with respect to such Class, for or on account of any tax, assessment or other governmental charge by the United States or any political subdivision or taxing authority thereof or therein on any amounts due to the Certificateholders of such Class, as a result of any change in, or amendment to, the laws (or any regulations or ruling promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Series Closing Date, provided that such obligation to deduct or withhold cannot be avoided by the use of reasonable measures available to the Trust that, in the good faith opinion of the Master Servicer, will not have either (a) a material adverse impact on the conduct of the business of the Sellers or the Master Servicer or (b) a material adverse effect on the rights or interests of the certificateholders of any Class of any other Series then outstanding; or (ch) if the amount Master Servicer determines that payments on the Investor Certificates of Principal Receivables in a Class that is subject to a Class Currency Swap on the Trust at next succeeding Interest Payment Date with respect to such Class made outside the end United States by the Trustee, the Master Servicer or any Paying Agent would, under any present or future law or regulation of the United States, be subject to any certification, documentation, information or other reporting requirement of any Due Period for three consecutive Due Periods kind, the effect of which requirement is the disclosure to the Trustee, the Master Servicer, any Paying Agent or any governmental authority of the Early Accumulation Period shall nationality, residence or identity of a beneficial owner of an Investor Certificate of such Class who is a Non-U.S. Holder (other than such a requirement (a) which would not be less than applicable to a payment made by the Minimum Principal Receivables Balance and Discover Bank shall have failed Trustee, the Master Servicer or by any Paying Agent (i) directly to assign Receivables the beneficial owner or (ii) to a custodian, nominee or other agent of the beneficial owner, (b) which can be satisfied by such custodian, nominee or agent certifying that the beneficial owner is a Non-U.S. Holder, provided that, in Additional Accounts any case referred to in clauses (a)(ii) or Participation Interests (b), payment by the custodian, nominee or agent to the beneficial owner is not otherwise subject to any such requirement or (c) which would not be applicable to a payment made by at least one other Paying Agent) or such certification, documentation, information or other reporting requirement cannot be avoided by the use of reasonable measures available to the Trust that, in at least the amount good faith opinion of the deficiency by Master Servicer, will not have either (a) a material adverse effect on the tenth day Certificateholders of such Class who are Non-U.S. Holders or on the conduct of the calendar month business of the following Due PeriodSellers or the Master Servicer or (b) cause the withdrawal or reduction of the then current ratings on any Class of any other Series then outstanding; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. The Master Servicer's determination that an event described in clause (g) or (h) has occurred will be evidenced by delivery to the Trustee of (i) a certificate setting forth a statement of facts showing that such Amortization Event has occurred or will occur and (ii) an opinion of independent legal counsel to such effect based on such statement of facts. In additionany such case, the events set forth in Section 21 Amortization Event shall constitute either Early Accumulation Events be deemed to have occurred on the first Distribution Date following the Master Servicer's determination, without any notice or additional Amortization Events with respect to other action on the Series established herebypart of the Trustee or the Investor Certificateholders.

Additional Amortization Events. If The occurrence of ------------------------------- any one of the following events shall occur:shall, immediately upon the occurrence thereof without notice or other action on the part of the Trustee or the Series (_) Certificateholder, be deemed to be an Early Amortization Event solely with respect to Series (_): (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity any Determination Date, as applicable, with respect to any Class, the Class Invested Amount average of the Monthly Payment Rates for such Class the three preceding Collection Periods is not reduced to zeroless than (_)%; (b) if applicableon any Determination Date, following either the Available Subordinated Amount for the next Distribution Date will be less than the Required Subordinated Amount on such Determination Date, after giving effect to the distributions to be made on the next Distribution Date; (ic) the withdrawal or reduction any Servicing Default with respect to Series (_) occurs; (d) on any Determination Date, as of the commercial paper or certificate last day of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agencypreceding Collection Period, the Master Servicer shall fail, within aggregate amount of Principal Receivables relating to Used Vehicles exceeds (_)% of the applicable time period specified in Section 15, to Pool Balance on such last day; (xe) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing Swap is terminated in accordance with its terms; (f) the obligations outstanding principal amount of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to Certificates is not repaid by the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby)Expected Payment Date; or (cg) if the amount of Principal Receivables in Master Servicer determines that the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall has or will become obligated to deduct or withhold amounts ("Withholding Tax") from payments to be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur made with respect to the Investor Certificates on the next succeeding Payment Date for or on account of any tax, assessment or other governmental charge by the U.S. or any political subdivision or taxing authority thereof or therein on any amounts due to the beneficial owner of the Certificates, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the U.S. or any political subdivision or taxing authority thereof or therein, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Closing Date; provided that -------- ---- such obligation to deduct or withhold cannot be avoided prior to the imposition of any such Withholding Tax by the use of reasonable measures available to the Trust that, in the opinion of the Master Servicer, which opinion shall be rendered in good faith, shall not have either (A) a material adverse impact upon the conduct of the business of the Transferor or (B) an adverse effect on the rating of the Certificates of the Series established hereby, immediately upon the occurrence of such eventany other outstanding Series. If an Amortization Event described in this Section 20 The Master Servicer's determination shall occur, this Section 20 constitutes written notice be evidenced by delivery to the Trustee and not less than 51% of the Class Invested Amount (x) a certificate setting forth a statement of each Class of the Series established hereby to the Master Servicer and the Sellers facts showing that such Amortization Event has occurred. No additional notice occurred or shall occur and (y) an opinion of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition independent tax counsel to such effect based on such statement of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established herebyfacts.

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions failure on the Class Expected Final Payment Date part of the Seller (i) to make any payment or deposit required under the Class Final Maturity DateAgreement within five Business Days after the date such payment or deposit is required to be made or (ii) to observe or perform in any material respect any other covenants or agreements of the Seller set forth in the Agreement, as applicable, with respect to any Class, which failure has a material adverse effect on the Class Invested Amount Series 1997-1 Participation Interest and which continues unremedied for such Class is not reduced to zeroa period of 60 days after written notice; (b) any representation or warranty made by the Seller in the Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of holders of interest in the Deposit Trust are materially and adversely affected, and which continues to be incorrect in any material respect and continues to materially and adversely affect the interests of holders of interest in the Deposit Trust for a period of 60 days after written notice; provided, however, that an Amortization Event shall not be deemed to occur if applicablethe Seller has repurchased the related Receivables, following either during such period (or within an additional 60 days with the consent of the Deposit Trustee) in accordance with the provisions of the Agreement; (c) the Deposit Trust or the Issuer becomes subject to regulation by the Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended; (d) a Servicer Default shall occur which has a material adverse effect on the Series 1997-1 Participants; (e) the average, for any three consecutive Payment Dates (after making all distributions on such Payment Dates), of the percentage equivalent of (i) the withdrawal or reduction Overcollateralization Amount divided by (ii) the unpaid principal balance of the commercial paper or certificate of deposit rating Series 1997-1 Participation Interest, is less than _____%; and (f) the Seller's Trust Amount owned by HCLC is reduced below the Aggregate Required Seller Amount, then, in the case of any Interest Rate Cap Provider to below the ratings specified event described in the Series Term Sheet (ora), in either case, such lower rating as the applicable Rating Agency has allowed(b) or (ii) notice from d), an Amortization Event will be deemed to have occurred only if, after any applicable grace period described in such clauses, either Rating Agency that any Qualified Substitute Cap Arrangement the Deposit Trustee or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations holders of Series Participation Interests evidencing more than 50% of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates unpaid principal balance of the Series established hereby); or (c) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or 1997-1 Participation Interests Interest, by written notice to the Trust in at least Seller and the amount of Servicer (and to the deficiency Deposit Trustee, if given by the tenth day of the calendar month of the following Due Period; Series 1997-1 Participants) declare that an Amortization Event shall occur with respect to the Investor Certificates has occurred as of the date of such notice. In the case of any event described in clauses (c), (e) or (f), an Amortization Event will be deemed to have occurred and an Early Amortization Period will occur without any notice or other action on the part of the Deposit Trustee or the Series established hereby, 1997-1 Participants immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby.

Additional Amortization Events. If The occurrence of any one of the following events shall occurshall, immediately upon the occurrence thereof without notice or other action on the part of the Trustee or the Series 1997-3 Certificateholders, be deemed to be an Amortization Event solely with respect to Series 1997-3: (a) after giving effect on any Determination Date, the Class B Invested Amount on the related Distribution Date will be reduced to payments less than 1% of the Initial Invested Amount; (b) on the last day of any Due Period during the Accumulation Period the product of (i) the total amount of Principal Receivables as of such last day, (ii) the Series 1997-3 Allocation Percentage (expressed as a decimal) for such Due Period and distributions (iii) the excess (expressed as a decimal) of 100% over the Floating Allocation Percentage for such Due Period, shall fail to equal at least 100% of the Class A Principal Funding Account Balance on such day; (c) the Portfolio Yield for any Due Period during the Accumulation Period shall be less than the weighted average of the Certificate Rates for all outstanding Series included in Group One as of the last day of such Due Period; (d) the Class A Invested Amount shall not be paid in full on the Class A Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, B Invested Amount shall not be paid in full on the Class Invested Amount for such Class is not reduced to zeroB Expected Final Payment Date; (be) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or (c) if the amount of Principal Receivables in the Trust at the end of Surplus Finance Charge Collections averaged over any Due Period for three consecutive Due Periods shall not be equal to or in excess of the Early Accumulation Period shall be less than Required Surplus Finance Charge Amount for the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence last of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established herebythree consecutive Due Periods.

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount or the Class Foreign Currency Invested Amount, as applicable, for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or; (c) if applicable, following either (i) a Currency Swap Downgrade Trigger which results (following the amount expiration of Principal Receivables the 60-day period referred to in Section 16) in the Trust at the end of any Due Period for three consecutive Due Periods withdrawal or reduction of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount ratings of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of below the Minimum Investor Certificate Ratings specified in the Series Term Sheet or (ii) notice from either Rating Agency that any Qualified Substitute Currency Swap Arrangement or any other arrangement established herebypursuant to Section 16 is no longer satisfactory to such Rating Agency, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby.fail,

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or (c) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby 52 63 to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established herebyhereby .

Additional Amortization Events. If The occurrence of any one of the following events shall occurbe deemed to be an Early Amortization Event solely with respect to Series 1996-2: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity any Determination Date, as applicable, with respect to any Class, the Class Invested Amount average of the Monthly Payment Rates for such Class the three preceding Collection Periods is not reduced to zeroless than 20%; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of on any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating AgencyDetermination Date, the Master Servicer shall failAvailable Subordinated Amount for the next Distribution Date will be less than the Required Subordinated Amount on such Determination Date, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory after giving effect to the Trustee and distributions to be made on the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); ornext Distribution Date; (c) if any Service Default with respect to Series 1996-2 occurs; (d) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods relating to Used Vehicles exceeds 20% of the Early Accumulation Period shall be less than Pool Balance on such last day; (e) any Carry-over Amount or Additional Carry-over Amount is outstanding on six consecutive Distribution Dates; (f) the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the outstanding principal amount of the deficiency Series 1996-2 Certificates is not repaid by the tenth day Expected Payment Date; (g) the Trust shall file a petition commencing a voluntary case under any chapter of the calendar month Federal bankruptcy laws; or the Trust shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable Federal law, or shall consent to the filing of any such petition, answer, or consent; or the Trust shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or the Trust shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; and (h) any order for relief against the Trust shall have been entered by a court having jurisdiction in the premises under any chapter of the following Due PeriodFederal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the Trust under any other similar applicable Federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of the Trust or of any substantial part of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days. The Trustee agrees that upon gaining knowledge of the occurrence of any event described in Section 9.01 of the Agreement or Section 6.01 of this Series Supplement it shall (a) promptly provide notice to the Rating Agencies of the occurrence of such event and (b) notify the Series 1996-2 Certificateholders of the occurrence of such event within 45 days of the expiration of the applicable grace period, if any. In the case of any event described in Sections 9.01(f) or (g) of the Agreement or Section 6.01(c) of this Series Supplement, an Early Amortization Event shall occur with respect to Series 1996-2 will be deemed to have occurred only if, after the Investor Certificates applicable grace period described in such Sections, if any, either the Trustee or Series 1996-2 Certificateholders evidencing more than 50% of the aggregate unpaid principal amount of the Series established hereby1996-2 Certificates by written notice to the Seller and the Servicer (and the Trustee, if given by Series 1996-2 Certificateholders) declare that an Early Amortization Event has occurred as of the date of such notice. In the case of any other Early Amortization Event, such Early Amortization Event will be deemed to have occurred immediately upon the occurrence of such event, without any notice or other action on the part of the Trustee or the Series 1996-2 Certificateholders. If an In the case of any Early Amortization Event described in Sections 9.01(a), (f) or (g) of the Agreement or this Section 20 6.01, other than Sections 6.01(f), (g) or (h), provided that (i) no other Early Amortization Event (other than an Early Amortization Event which has resulted in an Early Amortization Period which has terminated as described in clause (c) or clause (d) of the definition thereof in this Series Supplement) has occurred and (ii) the scheduled termination of the Revolving Period has not occurred, the Trustee agrees that it shall occurrequest written confirmation from Standard & Poor's, this Section 20 constitutes written notice Duff & Xxxxxx, Inc. and Fitch Investors Service, Inc. that the termination of the Early Amortization Period caused by the Trustee and occurrence of such Early Amortization Event will not less than 51% result in the downgrading or withdrawal of the Class Invested Amount of each Class such entity's rating of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred1996-2 Certificates. No additional notice of any kindThe Trustee further agrees that, which is hereby waived by the Sellers and the Master Servicerwhere applicable, it shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to promptly notify the Series established hereby1996-2 Certificateholders that it has received the written confirmation referred to in the preceding paragraph, and that the Series 1996-2 Certificateholders may elect to terminate the related Early Amortization Period.

Additional Amortization Events. If any one of the following events shall occur:: 52 (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or (c) if the amount of Principal Receivables in the Trust at the end of any Due Period for three consecutive Due Periods of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of the Series established hereby, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth in Section 21 shall constitute either Early Accumulation Events or additional Amortization Events with respect to the Series established hereby.

Additional Amortization Events. If any one of the following events shall occur: (a) after giving effect to payments and distributions on the Class Expected Final Payment Date or the Class Final Maturity Date, as applicable, with respect to any Class, the Class Invested Amount or the Class Foreign Currency Invested Amount, as applicable, for such Class is not reduced to zero; (b) if applicable, following either (i) the withdrawal or reduction of the commercial paper or certificate of deposit rating of any Interest Rate Cap Provider to below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency has allowed) or (ii) notice from either Rating Agency that any Qualified Substitute Cap Arrangement or any other arrangement established pursuant to Section 15 is no longer satisfactory to such Rating Agency, the Master Servicer shall fail, within the applicable time period specified in Section 15, to (x) obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the Interest Rate Cap Provider to pledge securities as collateral securing the obligations of the Interest Rate Cap Provider or establish any other arrangement as provided in Section 15, in each case in a manner satisfactory to the Trustee and the Rating Agencies (such that neither Rating Agency will reduce or withdraw the ratings of the Investor Certificates of the Series established hereby); or; (c) if applicable, following either (i) a Currency Swap Downgrade Trigger which results (following the amount expiration of Principal Receivables the 60-day period referred to in Section 16) in the Trust at the end of any Due Period for three consecutive Due Periods withdrawal or reduction of the Early Accumulation Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust in at least the amount ratings of the deficiency by the tenth day of the calendar month of the following Due Period; an Amortization Event shall occur with respect to the Investor Certificates of below the Minimum Investor Certificate Ratings specified in the Series Term Sheet or (ii) notice from either Rating Agency that any Qualified Substitute Currency Swap Arrangement or any other arrangement established herebypursuant to Section 16 is no longer satisfactory to such Rating Agency, immediately upon the occurrence of such event. If an Amortization Event described in this Section 20 shall occur, this Section 20 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of the Series established hereby to the Master Servicer and shall fail, within the Sellers that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Sellers and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in this Section 20. In addition, the events set forth applicable time period specified in Section 21 shall constitute either Early Accumulation Events 16, to (x) obtain Replacement Class Currency Swaps or additional Amortization Events with respect Qualified Substitute Class Currency Swap Arrangements or (y) cause the Currency Swap Counterparty to pledge securities as collateral securing the Series established hereby.obligations of the