Common use of Exchange of Investor Certificates for Seller Interest Clause in Contracts

Exchange of Investor Certificates for Seller Interest. In the event that any Seller becomes a Certificate Owner or an Investor Certificateholder (in the event that Definitive Certificates are issued pursuant to Section 6.02), Discover Bank on behalf of the Holder of the Seller Certificate may cancel such Investor Certificates on a Distribution Date with respect to such Investor Certificates by providing notice to the Trustee of such cancellation; provided, however, that no Investor Certificates, except Class A Certificates, may be cancelled unless Discover Bank on behalf of the Holder of the Seller Certificate shall have been advised by the Rating Agencies that such cancellation would not cause the rating of any Class of any Series then outstanding to be lowered or withdrawn. Such cancellation shall be deemed to occur after giving effect to all allocations and payments pursuant to Article IV hereof and the applicable provisions of the Series Supplements for each Series then outstanding as of such Distribution Date and the related Trust Distribution Date. Simultaneously with such cancellation, the Class Investor Interest of the applicable Class and the Series Investor Interest of the Series under which such Investor Certificates were issued shall be reduced, and the Seller Interest shall be increased, by the aggregate Class Investor Interest represented by such cancelled Investor Certificates, in each case as of the end of the related Due Period. Such reduction in the Class Investor Interest will not result in any change in any numerator for purposes of determining any Class Percentage with respect to such Class if a Fixed Principal Allocation Event with respect to such Series has previously occurred. Discover Bank on behalf of the Holder of the Seller Certificate shall promptly notify the Rating Agencies of any exchange of Investor Certificates for Seller Interest pursuant to this Section 6.14.

Exchange of Investor Certificates for Seller Interest. In the event that any the Seller becomes a Certificate Owner or an Investor Certificateholder (in the event that Definitive Certificates are issued pursuant to Section 6.02)Certificateholder, Discover Bank on behalf of the Holder of the Seller Certificate may cancel such Investor Certificates (or interests therein) on a Distribution Date with respect to such Investor Certificates any date by providing notice to the Trustee of such cancellation; provided, however, that no Investor CertificatesCertificates (or interests therein), except those (generally designated as Class A CertificatesA) senior to all other Classes of a particular Series, may be cancelled unless Discover Bank on behalf of the Holder of the Seller Certificate shall have been advised by the Rating Agencies that such cancellation would not cause a Ratings Event; provided further, that if such cancellation shall occur on or after the rating last day of any Class of calendar month but prior to the Distribution Date in the immediately following calendar month, such cancelled Investor Certificates (or interests therein) shall be deemed to continue to accrue interest at the rate applicable to such Investor Certificates (or interests therein) until such immediately following Distribution Date; provided further, however, that any Series then outstanding interest that has accrued or shall be deemed to accrue on any Investor Certificates (or interests therein) that are cancelled hereunder shall be lowered paid to, or withdrawnat the direction of, the Seller, on the Distribution Date immediately following such cancellation. Such If such cancellation shall occur on a Distribution Date, such cancellation shall be deemed to occur after giving effect to all allocations and payments pursuant to Article IV hereof and the applicable provisions of the Series Supplements Supplement for each Series then outstanding as of such Distribution Date and the related Trust Distribution Date. Simultaneously with any such cancellationcancellation provided for in this Section 6.16, the Class Initial Investor Interest of the applicable Class Class, the Series Initial Investor Interest of the Series under which such Investor Certificates were issued and the Series Investor Interest Minimum Principal Receivables Balance of the Series under which such Investor Certificates were issued shall be reduced, and the Seller Interest shall be increased, by the aggregate Class Investor Interest represented by face amount of such cancelled Investor CertificatesCertificates (or interests therein), in each case as of the end of the related Due Period. Such reduction Period relating to the Interest Accrual Period in the Class Investor Interest will not result in any change in any numerator for purposes of determining any Class Percentage with respect to which such Class if a Fixed Principal Allocation Event with respect to such Series has previously cancellation occurred. Discover Bank on behalf of the Holder of the The Seller Certificate shall promptly notify the Rating Agencies of any exchange of Investor Certificates for Seller Interest pursuant to this Section 6.146.16.

Exchange of Investor Certificates for Seller Interest. In the event that any Seller becomes a Certificate Owner or an Investor Certificateholder (in the event that Definitive Certificates are issued pursuant to Section 6.02), Discover Bank on behalf of the Holder of the Seller Certificate may cancel such Investor Certificates on a Distribution Date with respect to such Investor Certificates by providing notice to the Trustee of such cancellation; provided, however, that no Investor Certificates, except Class A Certificates, may be cancelled unless Discover Bank on behalf of the Holder of the Seller Certificate shall have been advised by the Rating Agencies that such cancellation would not cause the rating of any Class of any Series then outstanding to be lowered or withdrawn. Such cancellation shall be deemed to occur after giving effect to all allocations and payments pursuant to Article IV hereof and the applicable provisions of the Series Supplements for each Series then outstanding as of such Distribution Date and the related Trust Distribution Date. Simultaneously with such cancellation, the Class Investor Interest of the applicable Class and the Series Investor Interest of the Series under which such Investor Certificates were issued shall be reduced, and the Seller Interest shall be increased, by the aggregate Class Investor Interest represented by such cancelled Investor Certificates, in each case as of the end of the related Due Period. Such reduction in the Class Investor Interest will not result in any change in any numerator for purposes of determining any Class Percentage 61 CH\1159205.11 with respect to such Class if a Fixed Principal Allocation Event with respect to such Series has previously occurred. Discover Bank on behalf of the Holder of the Seller Certificate shall promptly notify the Rating Agencies of any exchange of Investor Certificates for Seller Interest pursuant to this Section 6.14.

Exchange of Investor Certificates for Seller Interest. In the event that any Seller becomes a Certificate Owner or an Investor Certificateholder (in the event that Definitive Certificates are issued pursuant to Section 6.02), Discover Bank Greenwood on behalf of the Holder of the Seller Certificate may cancel such Investor Certificates on a Distribution Date with respect to such Investor Certificates by providing notice to the Trustee of such cancellation; provided, however, that no Investor Certificates, except Class A Certificates, may be cancelled unless Discover Bank Greenwood on behalf of the Holder of the Seller Certificate shall have been advised by the Rating Agencies that such cancellation would not cause the rating of any Class of any Series then outstanding to be lowered or withdrawn. Such cancellation shall be deemed to occur after giving effect to all allocations and payments pursuant to Article IV hereof and the applicable provisions of the Series Supplements for each Series then outstanding as of such Distribution Date and the related Trust Distribution Date. Simultaneously with such cancellation, the Class Investor Interest of the applicable Class and the Series Investor Interest of the Series under which such Investor Certificates were issued shall be reduced, and the Seller Interest shall be increased, by the aggregate Class Investor Interest represented by such cancelled Investor Certificates, in each case as of the end of the related Due Period. Such reduction in the Class Investor Interest will not result in any change in any numerator for purposes of determining any Class 61 Percentage with respect to such Class if a Fixed Principal Allocation Event with respect to such Series has previously occurred. Discover Bank Greenwood on behalf of the Holder of the Seller Certificate shall promptly notify the Rating Agencies of any exchange of Investor Certificates for Seller Interest pursuant to this Section 6.14.