Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account. (b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation. (c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby. (d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency. (e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby. (f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 14 contracts
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's ’s performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "“Qualified Substitute Cap Arrangement"”); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 14 contracts
Sources: Amended and Restated Series Supplement (Discover Bank), Pooling and Servicing Agreement (Discover Bank), Pooling and Servicing Agreement (Discover Bank)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.this
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.or
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period 50 referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not 51 62 result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
. 52 63 (e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Discover Bank), Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.Qualified
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of 60 Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be 47 58 entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.case
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified 52 Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be 50 61 satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with 51 the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's ’s performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "“Qualified Substitute Cap Arrangement"”); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.this
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides 48 59 that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.of
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not 51 62 result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.any
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.or
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's ’s performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "“Qualified Substitute Cap Arrangement"”); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) The Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 1 contract
Sources: Amended and Restated Series Supplement (Discover Bank)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.with
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) The Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.. 50
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Class Interest Rate Caps. (a) In the event that the Master Servicer has obtained a Class Interest Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that does not have a fixed or maximum Certificate Rate, the Master Servicer hereby represents that such Class Interest Rate Cap provides that (i) the Trust shall not be required to make any payments thereunder and (ii) the Trust shall be entitled to receive payments (determined in accordance with the Class Interest Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any Class Interest Rate Cap Payment shall be deposited into the Series Interest Funding Account.
(b) In the event that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider is withdrawn or reduced below the ratings specified in the Series Term Sheet (or, in either case, such lower rating as the applicable Rating Agency shall allow), then within 30 days after receiving notice of such decline in the creditworthiness of the Interest Rate Cap Provider as determined by either Rating Agency, either (x) the Interest Rate Cap Provider, with the prior confirmation of the Rating Agencies that such arrangement will not result in the reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, will enter into an arrangement the purpose of which shall be to assure performance by the Interest Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y) the Master Servicer shall at its option either (i) with the prior confirmation of the Rating Agencies that such action will not result in a reduction or withdrawal of the rating of any Investor Certificates of the Series established hereby, cause the Interest Rate Cap Provider to pledge securities in the manner provided by applicable law, which shall be held by the Trustee or its agent free and clear of the Lien of any third party, in a manner conferring on the Trustee a perfected first Lien in such securities securing the Interest Rate Cap Provider's performance of its obligations under the Class Interest Rate Caps, or (ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of Section 15(c) have been obtained, direct the Trustee (A) to provide written notice to the Interest Rate Cap Provider of its intention to terminate the Class Interest Rate Caps within such 30-day period and (B) to terminate the Class Interest Rate Caps within such 30-day period, to request the payment to it of all amounts due to the Trust under the Class Interest Rate Caps through the termination date and to deposit any such amounts so received, on the day of receipt, to the Series Interest Funding Account, or (iii) establish any other arrangement (including an arrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 15(b)) satisfactory to the Rating Agencies such that the Rating Agencies will not reduce or withdraw the rating of any Investor Certificates of the Series established hereby (a "Qualified Substitute Cap Arrangement"); provided, however, that in the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Rating Agencies then the provisions of this Section 15(b) shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Master Servicer receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of Section 15(b) is being established, the Master Servicer shall use its best efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements meeting the requirements of this Section 15(c) during the 30-day period referred to in Section 15(b). The Trustee shall not terminate the Class Interest Rate Caps unless, prior to the expiration of the 30-day period referred to in Section 15(b), the Master Servicer delivers to the Trustee (i) Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of each such Replacement Class Interest Rate Cap or Qualified Substitute Cap Arrangement, as the case may be, and (iii) confirmation from each Rating Agency that the termination of the Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements will not adversely affect its rating of the Investor Certificates of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and the Credit Enhancement Provider within five Business Days after obtaining knowledge that the commercial paper or certificate of deposit rating of the Interest Rate Cap Provider has been withdrawn or reduced by either Rating Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time obtain Replacement Class Interest Rate Caps, provided that the Master Servicer delivers to the Trustee (i) an Opinion of Counsel as to the due authorization, execution and delivery and validity and enforceability of such Replacement Class Interest Rate Caps and (ii) confirmation from the Rating Agencies that the termination of the then current Class Interest Rate Caps and their replacement with such Replacement Class Interest Rate Caps will not adversely affect the rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the duties of the calculation agent under the Class Interest Rate Caps and the Master Servicer accepts such appointment.Series
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Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)