Common use of Conditions to the Designation of Removed Accounts Clause in Contracts

Conditions to the Designation of Removed Accounts. Discover Funding as the Holder of the Transferor Certificate shall be permitted to designate and require reassignment to the Holder of the Transferor Certificate of the Receivables from Removed Accounts and the Removed Interchange only upon satisfaction of the following conditions: (i) As of the Removal Date, the aggregate amount of Principal Receivables in the Trust, less the aggregate amount of Principal Receivables in such Removed Accounts, shall not be less than the Minimum Principal Receivables Balance; (ii) The removal of the Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor cause either (A) an Amortization Event to occur or (B) the Deficit Accumulation Amount or Deficit Liquidation Amount, as applicable, with respect to any Series then outstanding on any Distribution Date to be greater than zero; (iii) On or prior to the fifth Business Day following the Removal Date, the Transferor shall have delivered to the Trustee (A) for execution a written assignment substantially in the form of Exhibit C hereto, which shall include a warranty of the Trustee that since the date of transfer by the Transferor under this Agreement the Trustee has not sold, transferred or encumbered any such Receivable, the Removed Interchange or interest in either and (B) a computer file, microfiche list or hard copy containing a true and complete list of all such Removed Accounts identified by originator and account number and containing the amount of Receivables in such Removed Accounts as of the Removal Date, which computer file or microfiche list shall as of the Removal Date modify and amend Schedule 1 hereto by deleting therefrom information with respect to any Removed Account and be made a part of this Agreement; (iv) Discover Funding as the Holder of the Transferor Certificate shall represent and warrant that no selection procedures believed by the Transferor to be materially adverse to the interests of the Holders of any Class of any Series then outstanding, or any Credit Enhancement Provider, were utilized in selecting the Removed Accounts; (v) Discover Funding as the Holder of the Transferor Certificate shall have delivered notice of such proposed reassignment to the Rating Agencies and the Rating Agencies shall have advised the Transferor that such reassignment would not cause the rating of any Class of any Series then outstanding to be withdrawn or lowered below the Required Rating; (vi) The Removed Accounts shall meet one of the following criteria: (A) Each of such Accounts is a Charged-Off Account; provided that the Transferor shall transfer to the Trust all proceeds received with respect to any Removed Account that is a Charged-Off Account, such amounts to constitute Recovered Amounts under the terms of this Agreement; (B) Such Accounts were randomly selected from the Accounts; provided that such random selection process need not include selection of Charged-Off Accounts; or (C) Such Accounts were originated or maintained in connection with an affinity or private-label arrangement, and such affinity or private-label arrangement has been cancelled by a third party or has expired; provided, however, that Accounts originated or maintained pursuant to an affinity or private-label arrangement shall only be removed pursuant to this Section 2.11(b)(vi)(C) if, prior to the cancellation or expiration of such arrangement, the Master Servicer designated such arrangement in writing to the Trustee as an arrangement with respect to which these provisions apply; and (vii) Discover Funding as the Holder of the Transferor Certificate shall have delivered to the Trustee an Officer’s Certificate confirming the items set forth in (i), (ii), (iv), (v) and (vi) above. The Trustee may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. Upon satisfaction of the above conditions, the Trustee shall execute and deliver the reassignment to Discover Funding as the Holder of the Transferor Certificate, and the Receivables from the Removed Accounts and the Removed Interchange shall no longer constitute a part of the Trust.

Conditions to the Designation of Removed Accounts. Discover Funding as Bank on behalf of the Holder of the Transferor Seller Certificate shall be permitted to designate and require reassignment to the Holder of the Transferor Seller Certificate of the Receivables from Removed Accounts and the Removed Interchange only upon satisfaction of the following conditions: (i) As of the Removal Date, the aggregate amount of Principal Receivables in the Trust, less the aggregate amount of Principal Receivables in such Removed Accounts, shall not be less than the Minimum Principal Receivables Balance; (ii) The removal of the Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor Discover Bank cause either (A) an Amortization Event to occur or (B) the Deficit Accumulation Amount or Deficit Liquidation Amount, as applicable, with respect to any Series then outstanding on any Distribution Date to be greater than zero; (iii) On or prior to the fifth Business Day following the Removal Date, the Transferor Seller or Sellers with respect to such Removed Accounts and Removed Interchange shall have delivered to the Trustee (A) for execution a written assignment substantially in the form of Exhibit C hereto, which shall include a warranty of the Trustee that since the date of transfer by the Transferor such Seller or Sellers under this Agreement the Trustee has not sold, transferred or encumbered any such Receivable, the Removed Interchange or interest in either and (B) a computer file, microfiche list or hard copy containing a true and complete list of all such Removed Accounts identified by originator and account number and containing the amount of Principal Receivables in such Removed Accounts as of the Removal Date, which computer file or microfiche list shall as of the Removal Date modify and amend Schedule 1 hereto by deleting therefrom information with respect to any Removed Account and be made a part of this Agreement; (iv) Discover Funding as Bank on behalf of the Holder of the Transferor Seller Certificate shall represent and warrant that no selection procedures believed by the Transferor Discover Bank to be materially adverse to the interests of the Holders of any Class of any Series then outstanding, or any Credit Enhancement Provider, were utilized in selecting the Removed Accounts; (v) Discover Funding as Bank on behalf of the Holder of the Transferor Seller Certificate shall have delivered notice of such proposed reassignment to the Rating Agencies and the Rating Agencies shall have advised the Transferor Discover Bank that such reassignment would not cause the rating of any Class of any Series then outstanding to be withdrawn lowered or lowered below the Required Ratingwithdrawn; (vi) The Removed Accounts shall meet one of the following criteria: (A) Each of such Accounts is a Charged-Off Account; provided that the Transferor Discover Bank shall transfer to the Trust all proceeds received with respect to any Removed Account that is a Charged-Off Account, such amounts to constitute Recovered Amounts under the terms of this Agreement; (B) Such Accounts were randomly selected from the Accounts; provided that such random selection process need not include selection of Charged-Off Accounts; or (C) Such Accounts were originated or maintained in connection with an affinity or private-label arrangement, and such affinity or private-label arrangement has been cancelled by a third party or has expired; provided, however, that Accounts originated or maintained pursuant to an affinity or private-label arrangement shall only be removed pursuant to this Section 2.11(b)(vi)(C) if, prior to the cancellation or expiration of such arrangement, the Master Servicer designated such arrangement in writing to the Trustee as an arrangement with respect to which these provisions apply; and (vii) Discover Funding as Bank on behalf of the Holder of the Transferor Seller Certificate shall have delivered to the Trustee an Officer’s Certificate confirming the items set forth in (i), (ii), (iv), (v) and (vi) above. The Trustee may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. Upon satisfaction of the above conditions, the Trustee shall execute and deliver the reassignment to Discover Funding as Bank on behalf of the Holder of the Transferor Seller Certificate, and the Receivables from the Removed Accounts and the Removed Interchange shall no longer constitute a part of the Trust.