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's name shall possess all right, be placed on the title to such REO Property solely as the Trustee hereunder and interest not in all funds on deposit from time to time in the Series Principal Funding Account and in all proceeds thereofits individual capacity. The Series Principal Funding Account Master Servicer shall be under ensure that the sole dominion and control of the Trustee for the benefit of the Certificateholders. Pursuant title to authority granted to it pursuant to Section 3.01(b) of such REO Property references the Pooling and Servicing AgreementAgreement and the Trustee's capacity thereunder. Pursuant to its efforts to sell such REO Property, 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 either itself or through an agent selected by the Master Servicer hereunderprotect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Master Servicer deems to be in the best interest of the Certificateholders for the period prior to the sale of such REO Property. The Master Servicer shall prepare for and deliver to the Trustee a statement with respect to each REO Property that has been rented showing the aggregate rental income received and all expenses incurred in connection with the maintenance of such REO Property at all such times as is necessary to enable the Trustee to comply with the reporting requirements of the REMIC Provisions. The net monthly rental income, if any, from such REO Property shall maintain accurate records reflecting each transaction be deposited in the Series Principal Funding AccountCertificate Account no later than the close of business on each Determination Date. The Paying Agent also Master Servicer shall have perform 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 tax reporting and withholding required by the Trustee (or, at the direction Sections 1445 and 6050J of the TrusteeCode with respect to foreclosures and abandonments, the tax reporting required by the Master Servicer on behalf Section 6050H 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 Code with respect to the Accumulation Period receipt of mortgage interest from individuals and any tax reporting required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as may be required, in the form required, and delivering the same to the Trustee for filing. In the event that the Trust Fund acquires any Mortgaged Property as aforesaid or Controlled Liquidation Period, as applicable (and otherwise in connection with a default or imminent default on or before any subsequent Distribution Date in which the notice previously given is no longer correct or valid)a Mortgage Loan, the Master Servicer shall notify dispose of such Mortgaged Property as soon as practicable in a manner that maximizes the Liquidation Proceeds thereof, but in no event later than three years after its acquisition by the Trust Fund. In that event, the Trustee shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to a three-year period, if applicable, will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as defined in section 860F of the amount Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Certificate Principal Counsel) after the expiration of such three-year period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. In the event of a default on a Mortgage Loan one or more of whose obligor is not a United States Person, as that term is defined in Section 7701(a)(30) of the Code, in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together, "foreclosure") in respect of such Mortgage Loan, the Master Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of such foreclosure are required to be remitted to the obligors on such Mortgage Loan. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of such foreclosure would exceed the costs and expenses of bringing such a proceeding. The income earned from the management of any REO Properties, net of reimbursement to the Master Servicer for expenses incurred (including any property or other taxes) in connection with such management and net of unreimbursed Basic Master Servicing Fees, Advances and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though such Mortgage Loans were still current) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Series Principal Funding Account on such Distribution Date, and Discover Bank on behalf Certificate Account. To the extent the net income received during any calendar month is in excess of the Holder amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for such calendar month, such excess shall be considered to be a partial prepayment of principal of the Seller Certificate shall direct the Trustee in writing to invest the funds that related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any income from an REO Property, will be on deposit applied in the Series Principal Funding following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances and Basic Master Servicing Fees; second, to reimburse the Master Servicer for any unreimbursed Advances; third, to reimburse the Certificate Account for any Nonrecoverable Advances (or portions thereof) that were previously withdrawn by the Master Servicer pursuant to Section 3.08(a)(iii) that related to such Mortgage Loan; fourth, to accrued and unpaid interest (to the extent no Advance has been made for such amount or any such Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage Rate to the Due Date occurring in the month in which such Distribution Date (including any funds previously invested in Permitted Investments that amounts are required to be distributed; and fifth, as a recovery of principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be available retained by the Master Servicer as additional servicing compensation pursuant to Section 3.14. The Master Servicer, in its sole discretion, shall have the right to purchase for reinvestment on such Distribution Date) in Permitted Investments. Discover Bank's notice its own account from the Trust Fund any Mortgage Loan which is 151 days or more delinquent at a price equal 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 BankPurchase Price; provided, however, that the Trustee Master Servicer may only exercise this right on or before the next to the last day of the calendar month in which such Mortgage Loan became 151 days delinquent (such month, the "Eligible Repurchase Month"); provided further, that any such Mortgage Loan which becomes current but thereafter becomes delinquent may be purchased by the Master Servicer pursuant to this Section in any ensuing Eligible Repurchase Month. The Purchase Price for any Mortgage Loan purchased hereunder shall have no liability be deposited in the Certificate Account and the Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit N hereto, shall release or cause to be released to the purchaser of such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Trustee's right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for the failure security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to invest such funds if the Trustee has employed reasonable efforts to make such investmentor the Certificateholders with respect thereto.

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.