Common use of Certificateholders Clause in Contracts

Certificateholders. The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Series Principal Funding Account and in all proceeds thereof. The Series Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Pooling and Servicing Agreement, the Master Servicer shall have the revocable power to withdraw funds from the Series Principal Funding Account for the purpose of carrying out the duties of the Master Servicer hereunder. The Master Servicer at all times shall maintain accurate records reflecting each transaction in the Series Principal Funding Account. The Paying Agent also shall have the revocable authority to make withdrawals from the Series Principal Funding Account. Funds on deposit in the Series Principal Funding Account shall be invested in Permitted Investments by the Trustee (or, at the direction of the Trustee, by the Master Servicer on behalf of the Trustee) at the direction of Discover Bank on behalf of the Holder of the Seller Certificate, as set forth below. Any Permitted Investment with a stated maturity shall mature on or prior to the following Distribution Date. On or before the occurrence of the first Distribution Date with respect to the Accumulation Period or Controlled Liquidation Period, as applicable (and on or before any subsequent Distribution Date in which the notice previously given is no longer correct or valid), the Master Servicer shall notify the Trustee of the amount of Certificate Principal to be deposited into the Series Principal Funding Account on such Distribution Date, and Discover Bank on behalf of the Holder of the Seller Certificate shall direct the Trustee in writing to invest the funds that will be on deposit in the Series Principal Funding Account on such Distribution Date (including any funds previously invested in Permitted Investments that will be available for reinvestment on such Distribution Date) in Permitted Investments. Discover Bank's notice to the Trustee shall specifically identify each such Permitted Investment (including its principal amount and maturity). In addition, Discover Bank on behalf of the Holder of the Seller Certificate shall from time to time provide written notice to the Trustee directing the Trustee to reinvest funds representing principal, interest or other investment income received by it with respect to such Permitted Investments (whether upon maturity or otherwise) in additional Permitted Investments. In the event that Discover Bank on behalf of the Holder of the Seller Certificate fails to direct the Trustee to invest or reinvest any funds that are deposited in the Series Principal Funding Account or that are received by it with respect to Permitted Investments by 2:00 p.m. on the date such funds are available for investment, the Trustee shall use reasonable efforts to invest such funds overnight in securities represented by instruments in bearer or registered form which evidence obligations issued or fully guaranteed, as to timely payment, by the United States of America or any instrumentality or agency thereof when such obligations are backed by the full faith and credit of the United States of America until such time as the Trustee receives the required notice from Discover Bank; provided, however, that the Trustee shall have no liability for the failure to invest such funds if the Trustee has employed reasonable efforts to make such investment.

Certificateholders. The Trust Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series Principal Funding Cash Collateral Account and in all proceeds thereof. The Series Principal Funding Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1997-1 Certificateholders, as provided herein, and the Collateral Interest Holder. Pursuant The interest of any Collateral Interest Holder in the Cash Collateral Account shall be subject to authority granted the interest of the Series 1997-1 Certificateholders as provided herein and in the Collateral Agreement. If, at any time, the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 20 Business Days establish a new Cash Collateral Account with respect to Series 1997-1 which shall be an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account and from the date such new Cash Collateral Account is established, it shall be the Cash Collateral Account for Series 1997-1. The Trustee at the written direction of the Servicer (or the Servicer on the Trustee's behalf) shall make withdrawals from such Account from time to time for the purposes set forth in this Section. Withdrawals shall be made in the priority set forth below and the Available Collateral Amount will be reduced by the amount of each related withdrawal as provided in the definition thereof set forth in Section 2 hereof. No Collateral Interest Holder shall be entitled to reimbursement for any withdrawals, interest or fees with respect to any Cash Collateral Account except as specifically provided herein and in the Collateral Agreement. Funds on deposit in any Cash Collateral Account shall be invested at the written direction of the Servicer (or the Collateral Interest Holder, as provided in the Collateral Agreement) by the Trustee in Eligible Investments; provided, however, that references in the definition of "Eligible Investments" to "rating satisfactory to the Rating Agency" shall be modified to require ratings of not less than A-1+ and P-1 (whichever is applicable) from the applicable Rating Agency. All such investments shall be held by the Trustee for the benefit of the Series 1997-1 Certificateholders and the Collateral Interest Holder, as their interests may appear, provided that on each Distribution Date, the Trustee shall (upon the written instruction of the Servicer and in accordance with the information set forth in the Monthly Servicer's Certificate pursuant to Section 3.01(bsubsection 3.04(b) of the Pooling Agreement) apply all interest and Servicing other investment earnings (net of losses and investment expenses) and the Collateral Cash Surplus, if any, in accordance with the Collateral Agreement, the Master Servicer shall have the revocable power to withdraw funds from the Series Principal Funding Account for the purpose of carrying out the duties of the Master Servicer hereunder. The Master Servicer at all times shall maintain accurate records reflecting each transaction in the Series Principal Funding Account. The Paying Agent also shall have the revocable authority to make withdrawals from the Series Principal Funding Account. Funds on deposit in the Series Principal Funding Cash Collateral Account shall be invested in Permitted Investments accordance with the Collateral Agreement and in investments having maturities such that such funds will be available not later than 10:00 A.M. New York City time on the succeeding Distribution Date. No cash collateral investment shall be disposed of prior to its maturity. On each Distribution Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Distribution Date on funds on deposit in the Cash Collateral Account shall be paid by the Trustee (or, at the direction upon written instruction of the TrusteeServicer and applied in accordance with the Collateral Agreement. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Agreement, by all investment earnings on such funds shall be deemed not to be available or on deposit. The Seller shall report such earnings as its income for tax purposes and the Master Servicer shall prepare, or cause to be prepared, all tax returns and any other information, returns or reports, if any, that need to be filed on behalf of the Trustee) at the direction of Discover Bank on behalf of the Holder of the Seller Certificate, as set forth below. Any Permitted Investment with a stated maturity shall mature on or prior to the following Distribution Date. On or before the occurrence of the first Distribution Date with respect to the Accumulation Period or Controlled Liquidation Period, as applicable (and on or before any subsequent Distribution Date in which the notice previously given is no longer correct or valid), the Master Servicer shall notify the Trustee of the amount of Certificate Principal to be deposited into the Series Principal Funding Account on such Distribution Date, and Discover Bank on behalf of the Holder of the Seller Certificate shall direct the Trustee in writing to invest the funds that will be on deposit in the Series Principal Funding Account on such Distribution Date (including any funds previously invested in Permitted Investments that will be available for reinvestment on such Distribution Date) in Permitted Investments. Discover Bank's notice to the Trustee shall specifically identify each such Permitted Investment (including its principal amount and maturity). In addition, Discover Bank on behalf of the Holder of the Seller Certificate shall from time to time provide written notice to the Trustee directing the Trustee to reinvest funds representing principal, interest or other investment income received by it with respect to such Permitted Investments (whether upon maturity or otherwise) in additional Permitted Investments. In the event that Discover Bank on behalf of the Holder of the Seller Certificate fails to direct the Trustee to invest or reinvest any funds that are deposited in the Series Principal Funding Account or that are received by it with respect to Permitted Investments by 2:00 p.m. earnings on the date such funds are available for investment, the Trustee shall use reasonable efforts to invest such funds overnight in securities represented by instruments in bearer or registered form which evidence obligations issued or fully guaranteed, as to timely payment, by the United States of America or any instrumentality or agency thereof when such obligations are backed by the full faith and credit of the United States of America until such time as the Trustee receives the required notice from Discover Bank; provided, however, that the Trustee shall have no liability for the failure to invest such funds if the Trustee has employed reasonable efforts to make such investmentCash Collateral Account.

Certificateholders. The Trust Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series Principal Funding Cash Collateral Account and in all proceeds thereof. The Series Principal Funding Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders, as provided herein, and the Collateral Interest Holder. Pursuant The interest of any Collateral Interest Holder in the Cash Collateral Account shall be subject to authority granted the interest of the Series 1998-1 Certificateholders as provided herein and in the Collateral Agreement. If, at any time, the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 20 Business Days establish a new Cash Collateral Account with respect to Series 1998-1 which shall be an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account and from the date such new Cash Collateral Account is established, it shall be the Cash Collateral Account for Series 1998-1. The Trustee at the written direction of the Servicer (or the Servicer on the Trustee's behalf) shall make withdrawals from such Account from time to time for the purposes set forth in this Section. Withdrawals shall be made in the priority set forth below and the Available Collateral Amount will be reduced by the amount of each related withdrawal as provided in the definition thereof set forth in Section 2 hereof. No Collateral Interest Holder shall be entitled to reimbursement for any withdrawals, interest or fees with respect to any Cash Collateral Account except as specifically provided herein and in the Collateral Agreement. Funds on deposit in any Cash Collateral Account shall be invested at the written direction of the Servicer (or the Collateral Interest Holder, as provided in the Collateral Agreement) by the Trustee in Eligible Investments; provided, however, that references in the definition of "Eligible Investments" to "rating satisfactory to the Rating Agency" shall be modified to require ratings of not less than A-1+ and P-1 (whichever is applicable) from the applicable Rating Agency. All such investments shall be held by the Trustee for the benefit of the Series 1998-1 Certificateholders and the Collateral Interest Holder, as their interests may appear, provided that on each Distribution Date, the Trustee shall (upon the written instruction of the Servicer and in accordance with the information set forth in the Monthly Servicer's Certificate pursuant to Section 3.01(bsubsection 3.04(b) of the Pooling Agreement) apply all interest and Servicing other investment earnings (net of losses and investment expenses) and the Collateral Cash Surplus, if any, in accordance with the Collateral Agreement, the Master Servicer shall have the revocable power to withdraw funds from the Series Principal Funding Account for the purpose of carrying out the duties of the Master Servicer hereunder. The Master Servicer at all times shall maintain accurate records reflecting each transaction in the Series Principal Funding Account. The Paying Agent also shall have the revocable authority to make withdrawals from the Series Principal Funding Account. Funds on deposit in the Series Principal Funding Cash Collateral Account shall be invested in Permitted Investments accordance with the Collateral Agreement and in investments having maturities such that such funds will be available not later than 10:00 A.M. New York City time on the succeeding Distribution Date. No cash collateral investment shall be disposed of prior to its maturity. On each Distribution Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Distribution Date on funds on deposit in the Cash Collateral Account shall be paid by the Trustee (or, at the direction upon written instruction of the TrusteeServicer and applied in accordance with the Collateral Agreement. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Agreement, by all investment earnings on such funds shall be deemed not to be available or on deposit. The Seller shall report such earnings as its income for tax purposes and the Master Servicer shall prepare, or cause to be prepared, all tax returns and any other information, returns or reports, if any, that need to be filed on behalf of the Trustee) at the direction of Discover Bank on behalf of the Holder of the Seller Certificate, as set forth below. Any Permitted Investment with a stated maturity shall mature on or prior to the following Distribution Date. On or before the occurrence of the first Distribution Date with respect to the Accumulation Period or Controlled Liquidation Period, as applicable (and on or before any subsequent Distribution Date in which the notice previously given is no longer correct or valid), the Master Servicer shall notify the Trustee of the amount of Certificate Principal to be deposited into the Series Principal Funding Account on such Distribution Date, and Discover Bank on behalf of the Holder of the Seller Certificate shall direct the Trustee in writing to invest the funds that will be on deposit in the Series Principal Funding Account on such Distribution Date (including any funds previously invested in Permitted Investments that will be available for reinvestment on such Distribution Date) in Permitted Investments. Discover Bank's notice to the Trustee shall specifically identify each such Permitted Investment (including its principal amount and maturity). In addition, Discover Bank on behalf of the Holder of the Seller Certificate shall from time to time provide written notice to the Trustee directing the Trustee to reinvest funds representing principal, interest or other investment income received by it with respect to such Permitted Investments (whether upon maturity or otherwise) in additional Permitted Investments. In the event that Discover Bank on behalf of the Holder of the Seller Certificate fails to direct the Trustee to invest or reinvest any funds that are deposited in the Series Principal Funding Account or that are received by it with respect to Permitted Investments by 2:00 p.m. earnings on the date such funds are available for investment, the Trustee shall use reasonable efforts to invest such funds overnight in securities represented by instruments in bearer or registered form which evidence obligations issued or fully guaranteed, as to timely payment, by the United States of America or any instrumentality or agency thereof when such obligations are backed by the full faith and credit of the United States of America until such time as the Trustee receives the required notice from Discover Bank; provided, however, that the Trustee shall have no liability for the failure to invest such funds if the Trustee has employed reasonable efforts to make such investmentCash Collateral Account.