Issuance of Additional Certificates. The Sellers may direct the Trustee to issue, at any time and from time to time when this Series is outstanding, additional Investor Certificates of this Series to increase the Series Investor Interest, subject to the satisfaction of the conditions described below: (a) The additional Investor Certificates shall increase the Class Invested Amounts of the Class A Certificates and the Class B Certificates, if applicable, and all amounts related to the Credit Enhancement for this Series proportionately from their initial levels. (b) The Sellers shall have notified the Trustee, in writing, at least three days in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the designation of the Series under which the additional Investor Certificates are to be issued and shall include: (i) the amount of Investor Certificates being offered and the resulting Class Initial Investor Interests and Series Initial Investor Interest; (ii) the date from which interest on the additional Investor Certificates will accrue (which may be a date prior to the date of issuance thereof); (iii) the first Interest Payment Date on which interest will be paid on such new Investor Certificates; (iv) the Increased Credit Enhancement Amount and the Increased Issuance Subordinated Amount for such increase; and (v) any other terms that the Sellers set forth in such notice of such increase in the Series Investor Interest to clarify the rights of holders of such new Investor Certificates or the effect of such new Investor Certificates on any calculations to be made with respect to this Series, the Group of which this Series is a member, or the Trust. All such terms shall be incorporated into and form a part of this Series Supplement on and after the effective date of such increase in the Series Investor Interest. The notice shall also include a revised Series Term Sheet that specifies the terms of this Series after giving effect to the increase. (c) The Sellers shall have delivered to the Trustee written confirmation from the Rating Agencies that they will not, as a result of the increase, change the rating of any class of any series outstanding at the time of the increase and that they will rate the additional Investor Certificates the same as those Investor Certificates currently outstanding in this Series. (d) Discover Bank as Servicer shall have arranged for the payment of an additional amount related to the Credit Enhancement required to increase the amount on deposit in the Credit Enhancement Account so that such amount, after giving effect to such increase and the issuance of the additional Investor Certificates, represents the same percentage of the Series Investor Interest that the original amount on deposit in the Credit Enhancement Account, plus any amounts deposited in the Credit Enhancement Account as a result of a Supplemental Credit Enhancement Event or an Effective Alternative Credit Support Election, represented of the original Series Investor Interest (such additional amount, the “Increased Credit Enhancement Amount”). Such payment shall be made by a Person other than Discover Bank to the Trustee as administrator of the Credit Enhancement for application in accordance with the provisions of the Credit Enhancement Agreement. Both the form and the provider of the Increased Credit Enhancement Amount shall be determined at the time it is to be paid.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Discover Bank), Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement (Discover Card Master Trust I)
Issuance of Additional Certificates. The Sellers may direct the Trustee to issue, at any time and from time to time when this Series is outstanding, additional Investor Certificates of this Series to increase the Series Investor Interest, subject to the satisfaction of the conditions described below:
(a) The additional Investor Certificates shall increase the Class Invested Amounts of the Class A Certificates and the Class B Certificates, if applicable, and all amounts related to the Credit Enhancement for this Series proportionately from their initial levels.
(b) The Sellers shall have notified the Trustee, in writing, at least three days in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the designation of the Series under which the additional Investor Certificates are to be issued and shall include: (i) the amount of Investor Certificates being offered and the resulting Class Initial Investor Interests and Series Initial Investor Interest; , (ii) the date from which interest on the additional Investor Certificates will accrue (which may be a date prior to the date of issuance thereof); (iii) the first Interest Payment Date on which interest will be paid on such new Investor Certificates; (iv) the Increased Credit Enhancement Amount and the Increased Issuance Available Subordinated Amount for each Senior Series immediately after giving effect to such increase; increase and (viii) any other terms that the Sellers set forth in such notice of such increase in the Series Investor Interest to clarify the rights of holders of such new Investor Certificates or the effect of such new Investor Certificates on any calculations to be made with respect to this Series, the Group of which this Series is a member, or the Trust. All such terms shall be incorporated into and form a part of this Series Supplement on and after the effective date of such increase in the Series Investor Interest. The notice shall also include a revised Series Term Sheet that specifies the terms of this Series after giving effect to the increase.
(cb) The Sellers Discover Bank on behalf of the Holder of the Seller Certificate shall not be required to designate Additional Accounts or convey Participation Interests to the Trust pursuant to Section 2.10(a) of the Pooling and Servicing Agreement as a result of the increase in Series Investor Interest. Upon any increase in the Series Investor Interest, Discover Bank on behalf of the Holder of the Seller Certificate shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver, upon the order of Discover Bank on behalf of the Holder of the Seller Certificate, new Investor Certificates in the amount of the increase, each of which shall bear, upon its face, the designation for this Series. THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS CERTIFICATE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS CERTIFICATE IS HEREBY NOTIFIED THAT THE SELLER OF THIS CERTIFICATE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE HOLDER OF THIS CERTIFICATE AGREES FOR THE BENEFIT OF DISCOVER CARD MASTER TRUST I AND DISCOVER BANK THAT (A) THIS CERTIFICATE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO DISCOVER CARD MASTER TRUST I, DISCOVER BANK OR THEIR AFFILIATES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, PROVIDED, THAT IMMEDIATELY AFTER SUCH RESALE, PLEDGE OR TRANSFER, THE CERTIFICATE WILL NOT BE CONSIDERED ISSUED AND OUTSTANDING FOR UNITED STATES FEDERAL AND STATE INCOME TAX PURPOSES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. This certifies that (the “Subordinated Certificateholder”) is the registered owner of a Fractional Undivided Interest in the Discover Card Master Trust I (the “Trust”), the corpus of which consists of a portfolio of receivables (the “Receivables”) existing as of the Cut-Off Date (or, with respect to Receivables in Additional Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter created under certain open end credit card accounts for specified Persons (the “Accounts”) originated by Discover Bank, a Delaware banking corporation (“Discover Bank”), or an affiliate of Discover Bank, and transferred to the Trust by Discover Bank or one or more Additional Sellers, all monies due or to become due with respect thereto, all proceeds (as defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in the Applicable State or any successor provision thereto) of such Receivables and interchange pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, as amended, by and between U.S. Bank National Association as Trustee (the “Trustee”) and Discover Bank as Master Servicer, Servicer and Seller (the “Pooling and Servicing Agreement”), a summary of certain of the pertinent provisions of which is set forth herein below, and benefits under any Credit Enhancement with respect to any Series of investor certificates issued from time to time pursuant to the Pooling and Servicing Agreement, to the extent applicable. Reference is hereby made to the further provisions of this Subordinated Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. This Subordinated Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or any amendment thereto, or the Series Supplement, dated as of July 24, 2009 (the “Series Supplement”), by and between the Trustee and Discover Bank or any amendment thereto, or become vested or obligatory for any purpose until the certificate of authentication hereon shall have delivered been signed by or on behalf of the Trustee under the Pooling and Servicing Agreement. IN WITNESS WHEREOF, Discover Bank has caused this Subordinated Certificate to be duly executed and authenticated. DISCOVER BANK By: To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement or the Series Supplement. This Subordinated Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement and the Series Supplement, to which Pooling and Servicing Agreement and Series Supplement, as each may be amended from time to time, the Subordinated Certificateholder by virtue of the acceptance hereof assents and by which the Subordinated Certificateholder is bound. This Subordinated Certificate is one of a series of Certificates entitled “Discover Card Master Trust I, Series 2009-CE Floating Rate Subordinated Series Credit Card Pass-Through Certificates” (the “Subordinated Certificates”), each of which represents a Fractional Undivided Interest in the Trust including the right to receive the Collections and other amounts at the times and in the amounts specified in the Pooling and Servicing Agreement and the Series Supplement to be deposited in the Investor Accounts with respect to Discover Card Master Trust I, Series 2009-CE, or paid to the Subordinated Certificateholders. The Subordinated Certificates are collectively referred to herein as the Investor Certificates. The aggregate interest represented by the Subordinated Certificates at any time in the assets of the Trust shall not exceed an amount equal to the Class Investor Interest at such time. The Class Initial Investor Interest of the Subordinated Certificates is $996,740,526; plus the face amount of any Subordinated Certificates issued in an increase of the Series Investor Interest pursuant to Section 31 of the Series Supplement. The Class Invested Amount on any Distribution Date will be an amount equal to the Class Initial Investor Interest minus the sum of (a) the aggregate amount of payments of Certificate Principal paid to the Subordinated Certificateholders prior to such Distribution Date, and (b) the Class Cumulative Investor Charged-Off Amount on such Distribution Date. In addition to the Subordinated Certificates, a Seller Certificate has been issued pursuant to the Pooling and Servicing Agreement which represents, at any time, the undivided interest in the Trust not represented by the Subordinated Certificates or the investor certificates of any other Series of investor certificates then outstanding. Subject to the terms and conditions of the Pooling and Servicing Agreement, the Sellers may from time to time direct the Trustee, on behalf of the Trust, to issue one or more new Series of investor certificates, which will represent Fractional Undivided Interests in the Trust. Principal on the Subordinated Certificates is scheduled to be paid in installments on each Controlled Liquidation Date with respect to the Available Subordinated Amount for each Senior Series. On each Controlled Liquidation Date, the Available Subordinated Amount of the Senior Series to which such Controlled Liquidation Date relates will be distributed to the Subordinated Certificateholders, subject to the availability of funds pursuant to Section 9(c) of the Series Supplement. In any event, the final payment of principal will be made, if no Investor Certificates of any Senior Series remain outstanding, no later than the first Distribution Date occurring 12 months after the date on which the final payment has been made with respect to all Senior Series (the “Series Termination Date”). Distributions with respect to this Subordinated Certificate will be made by the Paying Agent by wire transfer in immediately available funds to the account designated by the Subordinated Certificateholder of record appearing in the Certificate Register (except for the final distribution in respect of this Subordinated Certificate) without the presentation or surrender of this Subordinated Certificate or the making of any notation thereon. This Subordinated Certificate does not represent an obligation of, or an interest in, the Master Servicer. This Subordinated Certificate is limited in right of payment to certain Collections respecting the Receivables and certain other assets of the Trust, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement and the Series Supplement. The Pooling and Servicing Agreement permits, with certain exceptions, the amendment and modification of the rights and obligations of the Master Servicer, and the rights of Investor Certificateholders under the Pooling and Servicing Agreement and Series Supplement, at any time by the Master Servicer, the Sellers and the Trustee written in certain cases (some of which require confirmation from the Rating Agencies that they such amendment will not, as a not result in the downgrading or withdrawal of the increaserating assigned to the Investor Certificates) without the consent of the Investor Certificateholders, change and in all other cases with the consent of the Investor Certificateholders owning Fractional Undivided Interests aggregating not less than 66- 2 /3% of the Class Invested Amount of each such affected Class (and with confirmation from the Rating Agencies that such amendment will not result in the downgrading or withdrawal of the rating assigned to the Investor Certificates); provided, however, that no such amendment shall (a) have a material adverse effect on any Subordinated Class of Investor Certificateholders by reducing in any class of manner the amount of, or delaying the timing of, distributions which are required to be made on any series outstanding at Investor Certificate without the time consent of the increase and affected Investor Certificateholders or (b) reduce the aforesaid percentage required to consent to any such amendment, without the consent of each Investor Certificateholder of each affected Class then of record; provided, further, that they will rate the additional permitted activities of the Trust may be significantly changed only with the consent of the Holders of Investor Certificates the same as those Investor Certificates currently outstanding in this Series.
(d) Discover Bank as Servicer shall have arranged for the payment of an additional amount related to the Credit Enhancement required to increase the amount on deposit in the Credit Enhancement Account so that such amount, after giving effect to such increase and the issuance evidencing Fractional Undivided Interests aggregating not less than 51% of the additional Aggregate Invested Amount. Any such amendment and any such consent by the Subordinated Certificateholder; provided, further, that the Series Supplement may not be amended or modified without the consent of Investor CertificatesCertificateholders evidencing at least 66 2/3% of the Class Invested Amount, represents the same percentage except pursuant to Section 29 of the Series Investor Interest that Supplement, including the original amount on deposit deemed consent described in the Credit Enhancement Accountfollowing sentence, plus shall be conclusive and binding on such Subordinated Certificateholder and upon all future Holders of this Subordinated Certificate and of any amounts deposited Subordinated Certificate issued in exchange hereof or in lieu hereof whether or not notation thereof is made upon this Subordinated Certificate. The Subordinated Certificateholder, by acceptance of this Subordinated Certificate, will be deemed to have consented for all purposes to any amendment that any Seller determines is necessary or desirable for such Seller to maintain or establish sale accounting treatment under then-applicable financial accounting standards. The transfer of this Subordinated Certificate shall be registered in the Credit Enhancement Account as a result Certificate Register upon surrender of a Supplemental Credit Enhancement Event this Subordinated Certificate for registration of transfer at any office or an Effective Alternative Credit Support Election, represented of agency maintained by the original Series Investor Interest (such additional amount, the “Increased Credit Enhancement Amount”). Such payment shall be made Transfer Agent and Registrar accompanied by a Person other than Discover Bank written instrument of transfer in a form satisfactory to the Trustee and the Transfer Agent and Registrar duly executed by the Subordinated Certificateholder or such Subordinated Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Subordinated Certificates of authorized denominations and for the same aggregate Fractional Undivided Interest will be issued to the designated transferee or transferees. The transfer of this Investor Certificate is subject to certain restrictions set forth in the Pooling and Servicing Agreement and the Series Supplement. In no event shall this Investor Certificate, or any interest therein, be transferred to an employee benefit plan, trust or account subject to the Employee Retirement Income Security Act of 1974, as administrator amended (“ERISA”), or described in Section 4975(e)(1) of the Credit Enhancement for application Internal Revenue Code of 1986, as amended (the “Code”), and not excepted under Section 4975(g). Any Holder of this Investor Certificate, by its acceptance hereof, shall be deemed to represent and warrant that it is not (i) an employee benefit plan (as defined in accordance with the provisions Section 3(3) of ERISA), that is subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(l) of the Credit Enhancement Code, and not excepted under Section 4975(g), or (iii) an entity using assets to purchase such Certificates which constitute plan assets by reason of a plan’s investment in such Holder. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Subordinated Certificates are exchangeable for new Subordinated Certificates evidencing like aggregate Fractional Undivided Interests, as requested by the Subordinated Certificateholder surrendering such Subordinated Certificates. No service charge may be imposed for any such exchange but the Master Servicer or Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Master Servicer, the Trustee, the Paying Agent and the Transfer Agent, and any agent of any of them, may treat the person in whose name this Subordinated Certificate is registered as the owner hereof for all purposes, and neither the Master Servicer, the Trust nor the Trustee, the Paying Agent, the Transfer Agent, nor any agent of any of them or any such agent shall be affected by notice to the contrary except in certain circumstances described in the Pooling and Servicing Agreement. Both Subject to certain conditions in the form Pooling and Servicing Agreement and the provider Series Supplement, if the principal of the Increased Credit Enhancement Amount Investor Certificates has not been paid in full prior to the Series Termination Date, the obligations created by the Pooling and Servicing Agreement and the Series Supplement with respect to the Investor Certificates shall be determined at terminate on the time it Series Termination Date. This is one of the Subordinated Certificates referred to be paid.in the within mentioned Pooling and Servicing Agreement and Series Supplement. U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer Distribution Date: , Month Ending: , Pursuant to the Series Supplement dated as of July 24, 2009 (the “Series Supplement”) relating to the Amended and Restated Pooling and Servicing Agreement dated as of November 3, 2004, as amended, by and between Discover Bank
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Execution Note Trust)
Issuance of Additional Certificates. The Sellers may direct the Trustee to issue, at any time and from time to time when this Series is outstanding, additional Investor Certificates of this Series to increase the Series Investor Interest, subject to the satisfaction of the conditions described below:
(a) The additional Investor Certificates shall increase the Class Invested Amounts of the Class A Certificates and the Class B Certificates, if applicable, and all amounts related to the Credit Enhancement for this Series proportionately from their initial levels.
(b) The Sellers shall have notified the Trustee, in writing, at least three days in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the designation of the Series under which the additional Investor Certificates are to be issued and shall include: (i) the amount of Investor Certificates being offered and the resulting Class Initial Investor Interests and Series Initial Investor Interest; (ii) the date from which interest on the additional Investor Certificates will accrue (which may be a date prior to the date of issuance thereof); (iii) the first Interest Payment Date on which interest will be paid on such new Investor Certificates; (iv) the Increased Credit Enhancement Amount and the Increased Issuance Subordinated Amount for such increase; and (v) any other terms that the Sellers set forth in such notice of such increase in the Series Investor Interest to clarify the rights of holders of such new Investor Certificates or the effect of such new Investor Certificates on any calculations to be made with respect to this Series, the Group of which this Series is a member, or the Trust. All such terms shall be incorporated into and form a part of this Series Supplement on and after the effective date of such increase in the Series Investor Interest. The notice shall also include a revised Series Term Sheet that specifies the terms of this Series after giving effect to the increase.
(c) The Sellers shall have delivered to the Trustee written confirmation from the Rating Agencies that they will not, as a result of the increase, change the rating of any class of any series outstanding at the time of the increase and that they will rate the additional Investor Certificates the same as those Investor Certificates currently outstanding in this Series.
(d) Discover Bank as Servicer shall have arranged for the payment of an additional amount related to the Credit Enhancement required to increase the amount on deposit in the Credit Enhancement Account so that such amount, after giving effect to such increase and the issuance of the additional Investor Certificates, represents the same percentage of the Series Investor Interest that the original amount on deposit in the Credit Enhancement Account, plus any amounts deposited in the Credit Enhancement Account as a result of a Supplemental Credit Enhancement Event or an Effective Alternative Credit Support Election, represented of the original Series Investor Interest (such additional amount, the “Increased Credit Enhancement Amount”). Such payment shall be made by a Person other than Discover Bank to the Trustee as administrator of the Credit Enhancement for application in accordance with the provisions of the Credit Enhancement Agreement. Both the form and the provider of the Increased Credit Enhancement Amount shall be determined at the time it is to be paid.
(e) Discover Bank on behalf of the Holder of the Seller Certificate shall not be required to designate Additional Accounts or convey Participation Interests to the Trust pursuant to Section 2.10(a) of the Pooling and Servicing Agreement as a result of the increase in Series Investor Interest.
(f) No Amortization Event shall have occurred for this Series.
(g) No such additional Investor Certificates shall be issued with more than de minimis original issue discount. Upon any increase in the Series Investor Interest, Discover Bank on behalf of the Holder of the Seller Certificate shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver, upon the order of Discover Bank on behalf of the Holder of the Seller Certificate, new Investor Certificates in the amount of the increase, each of which shall bear, upon its face, the designation for this Series. UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. This certifies that Cede & Co. (the “Class A Certificateholder”) is the registered owner of a Fractional Undivided Interest in the Discover Card Master Trust I (the “Trust”), the corpus of which consists of a portfolio of receivables (the “Receivables”) existing as of the Cut-Off Date (or, with respect to Receivables in Additional Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter created under certain open end credit card accounts for specified Persons (the “Accounts”) originated by Discover Bank (formerly Greenwood Trust Company), a Delaware banking corporation (“Discover Bank”), or an affiliate of Discover Bank, and transferred to the Trust by Discover Bank or one or more Additional Sellers, all monies due or to become due with respect thereto, all proceeds (as defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in the Applicable State or any successor provision thereto) of such Receivables and interchange pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004 by and between U.S. Bank National Association (formerly First Bank National Association, successor trustee to Bank of America Illinois, formerly Continental Bank, National Association) as Trustee (the “Trustee”) and Discover Bank as Master Servicer, Servicer and Seller (the “Pooling and Servicing Agreement”), a summary of certain of the pertinent provisions of which is set forth herein below, and benefits under any Credit Enhancement with respect to any Series of investor certificates issued from time to time pursuant to the Pooling and Servicing Agreement, to the extent applicable. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or any amendment thereto, or the Series Supplement, dated as of December 2, 2004 (the “Series Supplement”), by and between the Trustee and Discover Bank or any amendment thereto, or become vested or obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Pooling and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Issuance of Additional Certificates. The Sellers may direct the Trustee to issue, at any time and from time to time when this Series is outstanding, additional Investor Certificates of this Series to increase the Series Investor Interest, subject to the satisfaction of the conditions described below:
(a) The additional Investor Certificates shall increase the Class Invested Amounts of the Class A Certificates and the Class B Certificates, if applicable, and all amounts related to the Credit Enhancement for this Series proportionately from their initial levels.
(b) The Sellers shall have notified the Trustee, in writing, at least three days in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the designation of the Series under which the additional Investor Certificates are to be issued and shall include: (i) the amount of Investor Certificates being offered and the resulting Class Initial Investor Interests and Series Initial Investor Interest; (ii) the date from which interest on the additional Investor Certificates will accrue (which may be a date prior to the date of issuance thereof); (iii) the first Interest Payment Date on which interest will be paid on such new Investor Certificates; (iv) the Increased Credit Enhancement Amount and the Increased Issuance Subordinated Amount for such increase; and (v) any other terms that the Sellers set forth in such notice of such increase in the Series Investor Interest to clarify the rights of holders of such new Investor Certificates or the effect of such new Investor Certificates on any calculations to be made with respect to this Series, the Group of which this Series is a member, or the Trust. All such terms shall be incorporated into and form a part of this Series Supplement on and after the effective date of such increase in the Series Investor Interest. The notice shall also include a revised Series Term Sheet that specifies the terms of this Series after giving effect to the increase.
(c) The Sellers shall have delivered to the Trustee written confirmation from the Rating Agencies that they will not, as a result of the increase, change the rating of any class of any series outstanding at the time of the increase and that they will rate the additional Investor Certificates the same as those Investor Certificates currently outstanding in this Series.
(d) Discover Bank as Servicer shall have arranged for the payment of an additional amount related to the Credit Enhancement required to increase the amount on deposit in the Credit Enhancement Account so that such amount, after giving effect to such increase and the issuance of the additional Investor Certificates, represents the same percentage of the Series Investor Interest that the original amount on deposit in the Credit Enhancement Account, plus any amounts deposited in the Credit Enhancement Account as a result of a Supplemental Credit Enhancement Event or an Effective Alternative Credit Support Election, represented of the original Series Investor Interest (such additional amount, the “Increased Credit Enhancement Amount”). Such payment shall be made by a Person other than Discover Bank to the Trustee as administrator of the Credit Enhancement for application in accordance with the provisions of the Credit Enhancement Agreement. Both the form and the provider of the Increased Credit Enhancement Amount shall be determined at the time it is to be paid.
(e) Discover Bank on behalf of the Holder of the Seller Certificate shall not be required to designate Additional Accounts or convey Participation Interests to the Trust pursuant to Section 2.10(a) of the Pooling and Servicing Agreement as a result of the increase in Series Investor Interest.
(f) No Amortization Event shall have occurred for this Series.
(g) No such additional Investor Certificates shall be issued with more than de minimis original issue discount. Upon any increase in the Series Investor Interest, Discover Bank on behalf of the Holder of the Seller Certificate shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver, upon the order of Discover Bank on behalf of the Holder of the Seller Certificate, new Investor Certificates in the amount of the increase, each of which shall bear, upon its face, the designation for this Series. UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO. $ [ ] This certifies that Cede & Co. (the “Class A Certificateholder”) is the registered owner of a Fractional Undivided Interest in the Discover Card Master Trust I (the “Trust”), the corpus of which consists of a portfolio of receivables (the “Receivables”) existing as of the Cut-Off Date (or, with respect to Receivables in Additional Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter created under certain open end credit card accounts for specified Persons (the “Accounts”) originated by Discover Bank, a Delaware banking corporation (“Discover Bank”), or an affiliate of Discover Bank, and transferred to the Trust by Discover Bank or one or more Additional Sellers, all monies due or to become due with respect thereto, all proceeds (as defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in the Applicable State or any successor provision thereto) of such Receivables and interchange pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, as amended, by and between U.S. Bank National Association as Trustee (the “Trustee”) and Discover Bank as Master Servicer, Servicer and Seller (the “Pooling and Servicing Agreement”), a summary of certain of the pertinent provisions of which is set forth herein below, and benefits under any Credit Enhancement with respect to any Series of investor certificates issued from time to time pursuant to the Pooling and Servicing Agreement, to the extent applicable. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or any amendment thereto, or the Series Supplement, dated as of February 28, 2007 (the “Series Supplement”), by and between the Trustee and Discover Bank or any amendment thereto, or become vested or obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Pooling and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Issuance of Additional Certificates. The Sellers may direct the Trustee to issue, at any time and from time to time when this Series is outstanding, additional Investor Certificates of this Series to increase the Series Investor Interest, subject to the satisfaction of the conditions described below:
(a) The additional Investor Certificates shall increase the Class Invested Amounts of the Class A Certificates and the Class B Certificates, if applicable, and all amounts related to the Credit Enhancement for this Series proportionately from their initial levels.
(b) The Sellers shall have notified the Trustee, in writing, at least three days in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the designation of the Series under which the additional Investor Certificates are to be issued and shall include: (i) the amount of Investor Certificates being offered and the resulting Class Initial Investor Interests and Series Initial Investor Interest; (ii) the date from which interest on the additional Investor Certificates will accrue (which may be a date prior to the date of issuance thereof); (iii) the first Interest Payment Date on which interest will be paid on such new Investor Certificates; (iv) the Increased Credit Enhancement Amount and the Increased Issuance Subordinated Amount for such increase; and (v) any other terms that the Sellers set forth in such notice of such increase in the Series Investor Interest to clarify the rights of holders of such new Investor Certificates or the effect of such new Investor Certificates on any calculations to be made with respect to this Series, the Group of which this Series is a member, or the Trust. All such terms shall be incorporated into and form a part of this Series Supplement on and after the effective date of such increase in the Series Investor Interest. The notice shall also include a revised Series Term Sheet that specifies the terms of this Series after giving effect to the increase.
(c) The Sellers shall have delivered to the Trustee written confirmation from the Rating Agencies that they will not, as a result of the increase, change the rating of any class of any series outstanding at the time of the increase and that they will rate the additional Investor Certificates the same as those Investor Certificates currently outstanding in this Series.
(d) Discover Bank as Servicer shall have arranged for the payment of an additional amount related to the Credit Enhancement required to increase the amount on deposit in the Credit Enhancement Account so that such amount, after giving effect to such increase and the issuance of the additional Investor Certificates, represents the same percentage of the Series Investor Interest that the original amount on deposit in the Credit Enhancement Account, plus any amounts deposited in the Credit Enhancement Account as a result of a Supplemental Credit Enhancement Event or an Effective Alternative Credit Support Election, represented of the original Series Investor Interest (such additional amount, the “Increased Credit Enhancement Amount”). Such payment shall be made by a Person other than Discover Bank to the Trustee as administrator of the Credit Enhancement for application in accordance with the provisions of the Credit Enhancement Agreement. Both the form and the provider of the Increased Credit Enhancement Amount shall be determined at the time it is to be paid.
(e) Discover Bank on behalf of the Holder of the Seller Certificate shall not be required to designate Additional Accounts or convey Participation Interests to the Trust pursuant to Section 2.10(a) of the Pooling and Servicing Agreement as a result of the increase in Series Investor Interest.
(f) No Amortization Event shall have occurred for this Series.
(g) No such additional Investor Certificates shall be issued with more than de minimis original issue discount. Upon any increase in the Series Investor Interest, Discover Bank on behalf of the Holder of the Seller Certificate shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver, upon the order of Discover Bank on behalf of the Holder of the Seller Certificate, new Investor Certificates in the amount of the increase, each of which shall bear, upon its face, the designation for this Series. UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO. $[ ] This certifies that Cede & Co. (the “Class A Certificateholder”) is the registered owner of a Fractional Undivided Interest in the Discover Card Master Trust I (the “Trust”), the corpus of which consists of a portfolio of receivables (the “Receivables”) existing as of the Cut-Off Date (or, with respect to Receivables in Additional Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter created under certain open end credit card accounts for specified Persons (the “Accounts”) originated by Discover Bank, a Delaware banking corporation (“Discover Bank”), or an affiliate of Discover Bank, and transferred to the Trust by Discover Bank or one or more Additional Sellers, all monies due or to become due with respect thereto, all proceeds (as defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in the Applicable State or any successor provision thereto) of such Receivables and interchange pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, as amended, by and between U.S. Bank National Association as Trustee (the “Trustee”) and Discover Bank as Master Servicer, Servicer and Seller (the “Pooling and Servicing Agreement”), a summary of certain of the pertinent provisions of which is set forth herein below, and benefits under any Credit Enhancement with respect to any Series of investor certificates issued from time to time pursuant to the Pooling and Servicing Agreement, to the extent applicable. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or any amendment thereto, or the Series Supplement, dated as of October 3, 2006 (the “Series Supplement”), by and between the Trustee and Discover Bank or any amendment thereto, or become vested or obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Pooling and Servicing Agreement.
Appears in 1 contract
Issuance of Additional Certificates. The Sellers may direct the Trustee to issue, at any time and from time to time when this Series is outstanding, additional Investor Certificates of this Series to increase the Series Investor Interest, subject to the satisfaction of the conditions described below:
(a) The additional Investor Certificates shall increase the Class Invested Amounts of the Class A Certificates and the Class B Certificates, if applicable, and all amounts related to the Credit Enhancement for this Series proportionately from their initial levels.
(b) The Sellers shall have notified the Trustee, in writing, at least three days in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the designation of the Series under which the additional Investor Certificates are to be issued and shall include: (i) the amount of Investor Certificates being offered and the resulting Class Initial Investor Interests and Series Initial Investor Interest; (ii) the date from which interest on the additional Investor Certificates will accrue (which may be a date prior to the date of issuance thereof); (iii) the first Interest Payment Date on which interest will be paid on such new Investor Certificates; (iv) the Increased Credit Enhancement Amount and the Increased Issuance Subordinated Amount for such increase; and (v) any other terms that the Sellers set forth in such notice of such increase in the Series Investor Interest to clarify the rights of holders of such new Investor Certificates or the effect of such new Investor Certificates on any calculations to be made with respect to this Series, the Group of which this Series is a member, or the Trust. All such terms shall be incorporated into and form a part of this Series Supplement on and after the effective date of such increase in the Series Investor Interest. The notice shall also include a revised Series Term Sheet that specifies the terms of this Series after giving effect to the increase.
(c) The Sellers shall have delivered to the Trustee written confirmation from the Rating Agencies that they will not, as a result of the increase, change the rating of any class of any series outstanding at the time of the increase and that they will rate the additional Investor Certificates the same as those Investor Certificates currently outstanding in this Series.
(d) Discover Bank as Servicer shall have arranged for the payment of an additional amount related to the Credit Enhancement required to increase the amount on deposit in the Credit Enhancement Account so that such amount, after giving effect to such increase and the issuance of the additional Investor Certificates, represents the same percentage of the Series Investor Interest that the original amount on deposit in the Credit Enhancement Account, plus any amounts deposited in the Credit Enhancement Account as a result of a Supplemental Credit Enhancement Event or an Effective Alternative Credit Support Election, represented of the original Series Investor Interest (such additional amount, the “"Increased Credit Enhancement Amount”"). Such payment shall be made by a Person other than Discover Bank to the Trustee as administrator of the Credit Enhancement for application in accordance with the provisions of the Credit Enhancement Agreement. Both the form and the provider of the Increased Credit Enhancement Amount shall be determined at the time it is to be paid.
(e) Discover Bank on behalf of the Holder of the Seller Certificate shall not be required to designate Additional Accounts or convey Participation Interests to the Trust pursuant to Section 2.10(a) of the Pooling and Servicing Agreement as a result of the increase in Series Investor Interest.
(f) No Amortization Event shall have occurred for this Series.
(g) No such additional Investor Certificates shall be issued with more than de minimis original issue discount. Upon any increase in the Series Investor Interest, Discover Bank on behalf of the Holder of the Seller Certificate shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver, upon the order of Discover Bank on behalf of the Holder of the Seller Certificate, new Investor Certificates in the amount of the increase, each of which shall bear, upon its face, the designation for this Series. EXHIBIT A-1 FORM OF CLASS A CERTIFICATE [FORM OF THE FACE OF THE CLASS A CERTIFICATES] UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO. $ CUSIP NO. ____________ DISCOVER CARD MASTER TRUST I, SERIES 200 - FLOATING RATE CLASS A CREDIT CARD PASS-THROUGH CERTIFICATE DISCOVER BANK MASTER SERVICER, SERVICER AND SELLER (NOT AN INTEREST IN OR OBLIGATION OF DISCOVER BANK AND NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.) This certifies that Cede & Co. (the "Class A Certificateholder") is the registered owner of a Fractional Undivided Interest in the Discover Card Master Trust I (the "Trust"), the corpus of which consists of a portfolio of receivables (the "Receivables") existing as of the Cut-Off Date (or, with respect to Receivables in Additional Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter created under certain open end credit card accounts for specified Persons (the "Accounts") originated by Discover Bank (formerly Greenwood Trust Company), a Delaware banking corporation ("Discover Bank"), or an affiliate of Discover Bank, and transferred to the Trust by Discover Bank or one or more Additional Sellers, all monies due or to become due with respect thereto, all proceeds (as defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in the Applicable State or any successor provision thereto) of such Receivables pursuant to a Pooling and Servicing Agreement, dated as of October 1, 1993, by and between U.S. Bank National Association (formerly First Bank National Association, successor trustee to Bank of America Illinois, formerly Continental Bank, National Association) as Trustee (the "Trustee") and Discover Bank as Master Servicer, Servicer and Seller, as amended (the "Pooling and Servicing Agreement"), a summary of certain of the pertinent provisions of which is set forth herein below, and benefits under any Credit Enhancement with respect to any Series of investor certificates issued from time to time pursuant to the Pooling and Servicing Agreement, to the extent applicable. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or any amendment thereto, or the Series Supplement, dated as of , 200 (the "Series Supplement"), by and between the Trustee and Discover Bank or any amendment thereto, or become vested or obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Pooling and Servicing Agreement.
Appears in 1 contract
Issuance of Additional Certificates. The Sellers may direct the Trustee to issue, at any time and from time to time when this Series is outstanding, additional Investor Certificates of this Series to increase the Series Investor Interest, subject to the satisfaction of the conditions described below:
(a) The additional Investor Certificates shall increase the Class Invested Amounts of the Class A Certificates and the Class B Certificates, if applicable, and all amounts related to the Credit Enhancement for this Series proportionately from their initial levels.
(b) The Sellers shall have notified the Trustee, in writing, at least three days in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the designation of the Series under which the additional Investor Certificates are to be issued and shall include: (i) the amount of Investor Certificates being offered and the resulting Class Initial Investor Interests and Series Initial Investor Interest; (ii) the date from which interest on the additional Investor Certificates will accrue (which may be a date prior to the date of issuance thereof); (iii) the first Interest Payment Date on which interest will be paid on such new Investor Certificates; (iv) the Increased Credit Enhancement Amount and the Increased Issuance Subordinated Amount for such increase; and (v) any other terms that the Sellers set forth in such notice of such increase in the Series Investor Interest to clarify the rights of holders of such new Investor Certificates or the effect of such new Investor Certificates on any calculations to be made with respect to this Series, the Group of which this Series is a member, or the Trust. All such terms shall be incorporated into and form a part of this Series Supplement on and after the effective date of such increase in the Series Investor Interest. The notice shall also include a revised Series Term Sheet that specifies the terms of this Series after giving effect to the increase.
(c) The Sellers shall have delivered to the Trustee written confirmation from the Rating Agencies that they will not, as a result of the increase, change the rating of any class of any series outstanding at the time of the increase and that they will rate the additional Investor Certificates the same as those Investor Certificates currently outstanding in this Series.
(d) Discover Bank as Servicer shall have arranged for the payment of an additional amount related to the Credit Enhancement required to increase the amount on deposit in the Credit Enhancement Account so that such amount, after giving effect to such increase and the issuance of the additional Investor Certificates, represents the same percentage of the Series Investor Interest that the original amount on deposit in the Credit Enhancement Account, plus any amounts deposited in the Credit Enhancement Account as a result of a Supplemental Credit Enhancement Event or an Effective Alternative Credit Support Election, represented of the original Series Investor Interest (such additional amount, the “Increased Credit Enhancement Amount”). Such payment shall be made by a Person other than Discover Bank to the Trustee as administrator of the Credit Enhancement for application in accordance with the provisions of the Credit Enhancement Agreement. Both the form and the provider of the Increased Credit Enhancement Amount shall be determined at the time it is to be paid.
(e) Discover Bank on behalf of the Holder of the Seller Certificate shall not be required to designate Additional Accounts or convey Participation Interests to the Trust pursuant to Section 2.10(a) of the Pooling and Servicing Agreement as a result of the increase in Series Investor Interest.
(f) No Amortization Event shall have occurred for this Series.
(g) No such additional Investor Certificates shall be issued with more than de minimis original issue discount. Upon any increase in the Series Investor Interest, Discover Bank on behalf of the Holder of the Seller Certificate shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver, upon the order of Discover Bank on behalf of the Holder of the Seller Certificate, new Investor Certificates in the amount of the increase, each of which shall bear, upon its face, the designation for this Series. This certifies that Cede & Co. (the “Class A Certificateholder”) is the registered owner of a Fractional Undivided Interest in the Discover Card Master Trust I (the “Trust”), the corpus of which consists of a portfolio of receivables (the “Receivables”) existing as of the Cut-Off Date (or, with respect to Receivables in Additional Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter created under certain open end credit card accounts for specified Persons (the “Accounts”) originated by Discover Bank, a Delaware banking corporation (“Discover Bank”), or an affiliate of Discover Bank, and transferred to the Trust by Discover Bank or one or more Additional Sellers, all monies due or to become due with respect thereto, all proceeds (as defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in the Applicable State or any successor provision thereto) of such Receivables and interchange pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, as amended, by and between U.S. Bank National Association as Trustee (the “Trustee”) and Discover Bank as Master Servicer, Servicer and Seller (the “Pooling and Servicing Agreement”), a summary of certain of the pertinent provisions of which is set forth herein below, and benefits under any Credit Enhancement with respect to any Series of investor certificates issued from time to time pursuant to the Pooling and Servicing Agreement, to the extent applicable. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or any amendment thereto, or the Amended and Restated Series Supplement, dated as of July 31, 2009 (the “Series Supplement”), by and between the Trustee and Discover Bank or any amendment thereto, or become vested or obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Pooling and Servicing Agreement. IN WITNESS WHEREOF, Discover Bank has caused this Class A Certificate to be duly executed and authenticated. DISCOVER BANK By: It is the intent of the Sellers and the Investor Certificateholders that, for federal, state and local income and franchise tax purposes only, the Investor Certificates will be evidence of indebtedness of the Sellers. The Sellers and the Class A Certificateholder, by the acceptance of this Class A Certificate, agree to treat this Class A Certificate for federal, state and local income and franchise tax purposes as indebtedness of the Sellers secured by the Receivables and other assets held in the Trust. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement or the Series Supplement; provided, however, that such capitalized terms shall only have the meanings applicable to Subseries 2 of Series 2003-4. This Class A Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement and the Series Supplement, to which Pooling and Servicing Agreement and Series Supplement, as each may be amended from time to time, the Class A Certificateholder by virtue of the acceptance hereof assents and by which the Class A Certificateholder is bound. This Class A Certificate is one of a series of Certificates entitled “Discover Card Master Trust I, Series 2003-4 Floating Rate Class A, Subseries 2 Credit Card Pass-Through Certificates” (the “Class A Certificates”), each of which represents a Fractional Undivided Interest in the Trust including the right to receive the Collections and other amounts at the times and in the amounts specified in the Pooling and Servicing Agreement and the Series Supplement to be deposited in the Investor Accounts with respect to Discover Card Master Trust I, Series 2003-4, Subseries 2 or paid to the Class A Certificateholders. Also issued under the Pooling and Servicing Agreement and the Series Supplement are Investor Certificates designated as “Discover Card Master Trust I, Series 2003-4 Floating Rate Class B, Subseries 2 Credit Card Pass-Through Certificates” (the “Class B Certificates”). The Class A Certificates and the Class B Certificates are collectively referred to herein as the Investor Certificates. The aggregate interest represented by the Class A Certificates at any time in the assets of the Trust shall not exceed an amount equal to the Class A Investor Interest at such time, plus accrued but unpaid Certificate Interest for the Class A Certificates and any interest thereon. The Class Initial Investor Interest of the Class A Certificates is $750,000,000; plus the face amount of any Class A Certificates issued in an increase of the Series Investor Interest pursuant to Section 31 of the Series Supplement. The Class A Invested Amount on any Distribution Date will be an amount equal to the Class A Initial Investor Interest minus the sum of (a) the aggregate amount of payments of Certificate Principal paid to the Class A Certificateholders prior to such Distribution Date, (b) the aggregate amount of Investor Losses for such Class not reimbursed prior to such Distribution Date and (c) the aggregate amount of losses of principal on investments in funds on deposit for the benefit of such Class in the Series Principal Funding Account. In addition to the Investor Certificates, a Seller Certificate has been issued pursuant to the Pooling and Servicing Agreement which represents, at any time, the undivided interest in the Trust not represented by the Investor Certificates or the investor certificates of any other Series of investor certificates then outstanding. Subject to the terms and conditions of the Pooling and Servicing Agreement, the Sellers may from time to time direct the Trustee, on behalf of the Trust, to issue one or more new Series of investor certificates, which will represent Fractional Undivided Interests in the Trust. During the Revolving Period, which begins on the Series Cut-Off Date, and during the Accumulation Period, Certificate Interest will be distributed on the 15th day of each calendar month with respect to interest accrued during the preceding Interest Accrual Period, commencing in January 2004, or if such 15th day is not a Business Day, on the next succeeding Business Day (an “Interest Payment Date”), to the Class A Certificateholders of record as of the last day of the month preceding the related Interest Payment Date. Principal on the Class A Certificates is scheduled to be paid in a single payment on the Distribution Date in November 2010 (the “Class A Expected Final Payment Date”), but may be paid sooner or later and in installments if an Amortization Event occurs. During the Amortization Period, if any, Certificate Interest and Certificate Principal collected by the Master Servicer will be distributed to the Class A Certificateholders on the Distribution Date of each calendar month, commencing in the month following the commencement of the Amortization Period. In any event, the final payment of principal of either class will be made no later than the first Business Day following the Distribution Date in May 2013 (the “Series Termination Date”). The amount to be distributed on each Principal Payment Date to the holder of this Class A Certificate will be equal to the product of (a) the percentage equivalent of a fraction, the numerator of which is the portion of the Class A Initial Investor Interest evidenced by this Class A Certificate and the denominator of which is the Class A Initial Investor Interest and (b) the aggregate of all payments to be made to the Class A Certificateholders on such Distribution Date. Distributions with respect to this Class A Certificate will be made by the Paying Agent by check mailed to the address of the Class A Certificateholder of record appearing in the Certificate Register (except for the final distribution in respect of this Class A Certificate) without the presentation or surrender of this Class A Certificate or the making of any notation thereon, except that with respect to Class A Certificates registered in the name of Cede & Co., the nominee registrant for The Depository Trust Company, distributions will be made in the form of immediately available funds. This Class A Certificate does not represent an obligation of, or an interest in, the Master Servicer. This Class A Certificate is limited in right of payment to certain Collections respecting the Receivables and certain other assets of the Trust, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement and the Series Supplement. The Pooling and Servicing Agreement permits, with certain exceptions, the amendment and modification of the rights and obligations of the Master Servicer, and the rights of Investor Certificateholders under the Pooling and Servicing Agreement and Series Supplement, at any time by the Master Servicer, the Sellers and the Trustee in certain cases (some of which require confirmation from the Rating Agencies that such amendment will not result in the downgrading or withdrawal of the rating assigned to the Investor Certificates) without the consent of the Investor Certificateholders, and in all other cases with the consent of the Investor Certificateholders owning Fractional Undivided Interests aggregating not less than 66-2/3% of the Class Invested Amount of each such affected Class (and with confirmation from the Rating Agencies that such amendment will not result in the downgrading or withdrawal of the rating assigned to the Investor Certificates); provided, however, that no such amendment shall (a) have a material adverse effect on any Class of Investor Certificateholders by reducing in any manner the amount of, or delaying the timing of, distributions which are required to be made on any Investor Certificate without the consent of the affected Investor Certificateholders or (b) reduce the aforesaid percentage required to consent to any such amendment, without the consent of each Investor Certificateholder of each affected Class then of record; and provided, further, that the permitted activities of the Trust may be significantly changed only with the consent of the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Aggregate Invested Amount. Any such amendment and any such consent by the Class A Certificateholder, including the deemed consent described in the following sentence, shall be conclusive and binding on such Class A Certificateholder and upon all future Holders of this Class A Certificate and of any Class A Certificate issued in exchange hereof or in lieu hereof whether or not notation thereof is made upon this Class A Certificate. The Class A Certificateholder, by acceptance of this Class A Certificate, will be deemed to have consented for all purposes to any amendment that any Seller determines is necessary or desirable for such Seller to maintain or establish sale accounting treatment under then-applicable financial accounting standards. The transfer of this Class A Certificate shall be registered in the Certificate Register upon surrender of this Investor Certificate for registration of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a written instrument of transfer in a form satisfactory to the Trustee and the Transfer Agent and Registrar duly executed by the Class A Certificateholder or such Class A Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Class A Certificates of authorized denominations and for the same aggregate Fractional Undivided Interest will be issued to the designated transferee or transferees. As provided in the Pooling and Servicing Agreement an
Appears in 1 contract
Sources: Amended and Restated Series Supplement (Discover Bank)
Issuance of Additional Certificates. The Sellers may direct the Trustee to issue, at any time and from time to time when this Series is outstanding, additional Investor Certificates of this Series to increase the Series Investor Interest, subject to the satisfaction of the conditions described below:
(a) The additional Investor Certificates shall increase the Class Invested Amounts of the Class A Certificates and the Class B Certificates, if applicable, and all amounts related to the Credit Enhancement for this Series proportionately from their initial levels.
(b) The Sellers shall have notified the Trustee, in writing, at least three days in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the designation of the Series under which the additional Investor Certificates are to be issued and shall include: (i) the amount of Investor Certificates being offered and the resulting Class Initial Investor Interests and Series Initial Investor Interest; (ii) the date from which interest on the additional Investor Certificates will accrue (which may be a date prior to the date of issuance thereof); (iii) the first Interest Payment Date on which interest will be paid on such new Investor Certificates; (iv) the Increased Credit Enhancement Amount and the Increased Issuance Subordinated Amount for such increase; and (v) any other terms that the Sellers set forth in such notice of such increase in the Series Investor Interest to clarify the rights of holders of such new Investor Certificates or the effect of such new Investor Certificates on any calculations to be made with respect to this Series, the Group of which this Series is a member, or the Trust. All such terms shall be incorporated into and form a part of this Series Supplement on and after the effective date of such increase in the Series Investor Interest. The notice shall also include a revised Series Term Sheet that specifies the terms of this Series after giving effect to the increase.
(c) The Sellers shall have delivered to the Trustee written confirmation from the Rating Agencies that they will not, as a result of the increase, change the rating of any class of any series outstanding at the time of the increase and that they will rate the additional Investor Certificates the same as those Investor Certificates currently outstanding in this Series.
(d) Discover Bank as Servicer shall have arranged for the payment of an additional amount related to the Credit Enhancement required to increase the amount on deposit in the Credit Enhancement Account so that such amount, after giving effect to such increase and the issuance of the additional Investor Certificates, represents the same percentage of the Series Investor Interest that the original amount on deposit in the Credit Enhancement Account, plus any amounts deposited in the Credit Enhancement Account as a result of a Supplemental Credit Enhancement Event or an Effective Alternative Credit Support Election, represented of the original Series Investor Interest (such additional amount, the “Increased Credit Enhancement Amount”). Such payment shall be made by a Person other than Discover Bank to the Trustee as administrator of the Credit Enhancement for application in accordance with the provisions of the Credit Enhancement Agreement. Both the form and the provider of the Increased Credit Enhancement Amount shall be determined at the time it is to be paid.
(e) Discover Bank on behalf of the Holder of the Seller Certificate shall not be required to designate Additional Accounts or convey Participation Interests to the Trust pursuant to Section 2.10(a) of the Pooling and Servicing Agreement as a result of the increase in Series Investor Interest.
(f) No Amortization Event shall have occurred for this Series.
(g) No such additional Investor Certificates shall be issued with more than de minimis original issue discount. Upon any increase in the Series Investor Interest, Discover Bank on behalf of the Holder of the Seller Certificate shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver, upon the order of Discover Bank on behalf of the Holder of the Seller Certificate, new Investor Certificates in the amount of the increase, each of which shall bear, upon its face, the designation for this Series. UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. This certifies that Cede & Co. (the “Class A Certificateholder”) is the registered owner of a Fractional Undivided Interest in the Discover Card Master Trust I (the “Trust”), the corpus of which consists of a portfolio of receivables (the “Receivables”) existing as of the Cut-Off Date (or, with respect to Receivables in Additional Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter created under certain open end credit card accounts for specified Persons (the “Accounts”) originated by Discover Bank, a Delaware banking corporation (“Discover Bank”), or an affiliate of Discover Bank, and transferred to the Trust by Discover Bank or one or more Additional Sellers, all monies due or to become due with respect thereto, all proceeds (as defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in the Applicable State or any successor provision thereto) of such Receivables and interchange pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, as amended, by and between U.S. Bank National Association as Trustee (the “Trustee”) and Discover Bank as Master Servicer, Servicer and Seller (the “Pooling and Servicing Agreement”), a summary of certain of the pertinent provisions of which is set forth herein below, and benefits under any Credit Enhancement with respect to any Series of investor certificates issued from time to time pursuant to the Pooling and Servicing Agreement, to the extent applicable. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or any amendment thereto, or the Series Supplement, dated as of February 28, 2006 (the “Series Supplement”), by and between the Trustee and Discover Bank or any amendment thereto, or become vested or obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Pooling and Servicing Agreement. IN WITNESS WHEREOF, Discover Bank has caused this Class A, Subseries 1 Certificate to be duly executed and authenticated. DISCOVER BANK By: It is the intent of the Sellers and the Investor Certificateholders that, for federal, state and local income and franchise tax purposes only, the Investor Certificates will be evidence of indebtedness of the Sellers. The Sellers and the Class A Certificateholder, by the acceptance of this Class A Certificate, agree to treat this Class A Certificate for federal, state and local income and franchise tax purposes as indebtedness of the Sellers secured by the Receivables and other assets held in the Trust. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement or the Series Supplement; provided, however, that such capitalized terms shall only have the meanings applicable to Subseries 1 of Series 2006-1. This Class A Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement and the Series Supplement, to which Pooling and Servicing Agreement and Series Supplement, as each may be amended from time to time, the Class A Certificateholder by virtue of the acceptance hereof assents and by which the Class A Certificateholder is bound. This Class A Certificate is one of a series of Certificates entitled “Discover Card Master Trust I, Series 2006-1 Floating Rate Class A, Subseries 1 Credit Card Pass-Through Certificates” (the “Class A Certificates”), each of which represents a Fractional Undivided Interest in the Trust including the right to receive the Collections and other amounts at the times and in the amounts specified in the Pooling and Servicing Agreement and the Series Supplement to be deposited in the Investor Accounts with respect to Discover Card Master Trust I, Series 2006-1, Subseries 1 or paid to the Class A Certificateholders. Also issued under the Pooling and Servicing Agreement and the Series Supplement are Investor Certificates designated as “Discover Card Master Trust I, Series 2006-1 Floating Rate Class B, Subseries 1 Credit Card Pass-Through Certificates” (the “Class B Certificates”). The Class A Certificates and the Class B Certificates are collectively referred to herein as the Investor Certificates. The aggregate interest represented by the Class A Certificates at any time in the assets of the Trust shall not exceed an amount equal to the Class A Investor Interest at such time, plus accrued but unpaid Certificate Interest for the Class A Certificates and any interest thereon. The Class Initial Investor Interest of the Class A Certificates is $750,000,000; plus the face amount of any Class A Certificates issued in an increase of the Series Investor Interest pursuant to Section 31 of the Series Supplement. The Class A Invested Amount on any Distribution Date will be an amount equal to the Class A Initial Investor Interest minus the sum of (a) the aggregate amount of payments of Certificate Principal paid to the Class A Certificateholders prior to such Distribution Date, (b) the aggregate amount of Investor Losses for such Class not reimbursed prior to such Distribution Date and (c) the aggregate amount of losses of principal on investments in funds on deposit for the benefit of such Class in the Series Principal Funding Account. In addition to the Investor Certificates, a Seller Certificate has been issued pursuant to the Pooling and Servicing Agreement which represents, at any time, the undivided interest in the Trust not represented by the Investor Certificates or the investor certificates of any other Series of investor certificates then outstanding. Subject to the terms and conditions of the Pooling and Servicing Agreement, the Sellers may from time to time direct the Trustee, on behalf of the Trust, to issue one or more new Series of investor certificates, which will represent Fractional Undivided Interests in the Trust. During the Revolving Period, which begins on the Series Cut-Off Date, and during the Accumulation Period, Certificate Interest will be distributed on the 15th day of each calendar month with respect to interest accrued during the preceding Interest Accrual Period, commencing in March 2006, or if such 15th day is not a Business Day, on the next succeeding Business Day (an “Interest Payment Date”), to the Class A Certificateholders of record as of the last day of the month preceding the related Interest Payment Date. Principal on the Class A Certificates is scheduled to be paid in a single payment on the Distribution Date in February 2009 (the “Class A Expected Final Payment Date”), but may be paid sooner or later and in installments if an Amortization Event occurs. During the Amortization Period, if any, Certificate Interest and Certificate Principal collected by the Master Servicer will be distributed to the Class A Certificateholders on the Distribution Date of each calendar month, commencing in the month following the commencement of the Amortization Period. In any event, the final payment of principal of either class will be made no later than the first Business Day following the Distribution Date in August 2011 (the “Series Termination Date”). The amount to be distributed on each Principal Payment Date to the holder of this Class A Certificate will be equal to the product of (a) the percentage equivalent of a fraction, the numerator of which is the portion of the Class A Initial Investor Interest evidenced by this Class A Certificate and the denominator of which is the Class A Initial Investor Interest and (b) the aggregate of all payments to be made to the Class A Certificateholders on such Distribution Date. Distributions with respect to this Class A Certificate will be made by the Paying Agent by check mailed to the address of the Class A Certificateholder of record appearing in the Certificate Register (except for the final distribution in respect of this Class A Certificate) without the presentation or surrender of this Class A Certificate or the making of any notation thereon, except that with respect to Class A Certificates registered in the name of Cede & Co., the nominee registrant for The Depository Trust Company, distributions will be made in the form of immediately available funds. This Class A Certificate does not represent an obligation of, or an interest in, the Master Servicer. This Class A Certificate is limited in right of payment to certain Collections respecting the Receivables and certain other assets of the Trust, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement and the Series Supplement. The Pooling and Servicing Agreement permits, with certain exceptions, the amendment and modification of the rights and obligations of the Master Servicer, and the rights of Investor Certificateholders under the Pooling and Servicing Agreement and Series Supplement, at any time by the Master Servicer, the Sellers and the Trustee in certain cases (some of which require confirmation from the Rating Agencies that such amendment will not result in the downgrading or withdrawal of the rating assigned to the Investor Certificates) without the consent of the Investor Certificateholders, and in all other cases with the consent of the Investor Certificateholders owning Fractional Undivided Interests aggregating not less than 66-2/3% of the Class Invested Amount of each such affected Class (and with confirmation from the Rating Agencies that such amendment will not result in the downgrading or withdrawal of the rating assigned to the Investor Certificates); provided, however, that no such amendment shall (a) have a material adverse effect on any Class of Investor Certificateholders by reducing in any manner the amount of, or delaying the timing of, distributions which are required to be made on any Investor Certificate without the consent of the affected Investor Certificateholders or (b) reduce the aforesaid percentage required to consent to any such amendment, without the consent of each Investor Certificateholder of each affected Class then of record; and provided, further, that the permitted activities of the Trust may be significantly changed only with the consent of the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Aggregate Invested Amount. Any such amendment and any such consent by the Class A Certificateholder, including the deemed consent described in the following sentence, shall be conclusive and binding on such Class A Certificateholder and upon all future Holders of this Class A Certificate and of any Class A Certificate issued in exchange hereof or in lieu hereof whether or not notation thereof is made upon this Class A Certificate. The Class A Certificateholder, by acceptance of this Class A Certificate, will be deemed to have consented for all purposes to any amendment that any Seller determines is necessary or desirable for such Seller to maintain or establish sale accounting treatment under then-applicable financial accounting standards. The transfer of this Class A Certificate shall be registered in the Certificate Register upon surrender of this Investor Certificate for registration of transfer at
Appears in 1 contract
Issuance of Additional Certificates. The Sellers may direct the Trustee to issue, at any time and from time to time when this Series is outstanding, additional Investor Certificates of this Series to increase the Series Investor Interest, subject to the satisfaction of the conditions described below:
(a) The additional Investor Certificates shall increase the Class Invested Amounts of the Class A Certificates and the Class B Certificates, if applicable, and all amounts related to the Credit Enhancement for this Series proportionately from their initial levels.
(b) The Sellers shall have notified the Trustee, in writing, at least three days in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the designation of the Series under which the additional Investor Certificates are to be issued and shall include: (i) the amount of Investor Certificates being offered and the resulting Class Initial Investor Interests and Series Initial Investor Interest; (ii) the date from which interest on the additional Investor Certificates will accrue (which may be a date prior to the date of issuance thereof); (iii) the first Interest Payment Date on which interest will be paid on such new Investor Certificates; (iv) the Increased Credit Enhancement Amount and the Increased Issuance Subordinated Amount for such increase; and (v) any other terms that the Sellers set forth in such notice of such increase in the Series Investor Interest to clarify the rights of holders of such new Investor Certificates or the effect of such new Investor Certificates on any calculations to be made with respect to this Series, the Group of which this Series is a member, or the Trust. All such terms shall be incorporated into and form a part of this Series Supplement on and after the effective date of such increase in the Series Investor Interest. The notice shall also include a revised Series Term Sheet that specifies the terms of this Series after giving effect to the increase.
(c) The Sellers shall have delivered to the Trustee written confirmation from the Rating Agencies that they will not, as a result of the increase, change the rating of any class of any series outstanding at the time of the increase and that they will rate the additional Investor Certificates the same as those Investor Certificates currently outstanding in this Series.
(d) Discover Bank as Servicer shall have arranged for the payment of an additional amount related to the Credit Enhancement required to increase the amount on deposit in the Credit Enhancement Account so that such amount, after giving effect to such increase and the issuance of the additional Investor Certificates, represents the same percentage of the Series Investor Interest that the original amount on deposit in the Credit Enhancement Account, plus any amounts deposited in the Credit Enhancement Account as a result of a Supplemental Credit Enhancement Event or an Effective Alternative Credit Support Election, represented of the original Series Investor Interest (such additional amount, the “Increased Credit Enhancement Amount”). Such payment shall be made by a Person other than Discover Bank to the Trustee as administrator of the Credit Enhancement for application in accordance with the provisions of the Credit Enhancement Agreement. Both the form and the provider of the Increased Credit Enhancement Amount shall be determined at the time it is to be paid.
(e) Discover Bank on behalf of the Holder of the Seller Certificate shall not be required to designate Additional Accounts or convey Participation Interests to the Trust pursuant to Section 2.10(a) of the Pooling and Servicing Agreement as a result of the increase in Series Investor Interest.
(f) No Amortization Event shall have occurred for this Series.
(g) No such additional Investor Certificates shall be issued with more than de minimis original issue discount. Upon any increase in the Series Investor Interest, Discover Bank on behalf of the Holder of the Seller Certificate shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver, upon the order of Discover Bank on behalf of the Holder of the Seller Certificate, new Investor Certificates in the amount of the increase, each of which shall bear, upon its face, the designation for this Series. UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. This certifies that Cede & Co. (the “Class A Certificateholder”) is the registered owner of a Fractional Undivided Interest in the Discover Card Master Trust I (the “Trust”), the corpus of which consists of a portfolio of receivables (the “Receivables”) existing as of the Cut-Off Date (or, with respect to Receivables in Additional Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter created under certain open end credit card accounts for specified Persons (the “Accounts”) originated by Discover Bank, a Delaware banking corporation (“Discover Bank”), or an affiliate of Discover Bank, and transferred to the Trust by Discover Bank or one or more Additional Sellers, all monies due or to become due with respect thereto, all proceeds (as defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in the Applicable State or any successor provision thereto) of such Receivables and interchange pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, as amended, by and between U.S. Bank National Association as Trustee (the “Trustee”) and Discover Bank as Master Servicer, Servicer and Seller (the “Pooling and Servicing Agreement”), a summary of certain of the pertinent provisions of which is set forth herein below, and benefits under any Credit Enhancement with respect to any Series of investor certificates issued from time to time pursuant to the Pooling and Servicing Agreement, to the extent applicable. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or any amendment thereto, or the Series Supplement, dated as of July 27, 2006 (the “Series Supplement”), by and between the Trustee and Discover Bank or any amendment thereto, or become vested or obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Pooling and Servicing Agreement. IN WITNESS WHEREOF, Discover Bank has caused this Class A, Subseries 1 Certificate to be duly executed and authenticated. DISCOVER BANK By: It is the intent of the Sellers and the Investor Certificateholders that, for federal, state and local income and franchise tax purposes only, the Investor Certificates will be evidence of indebtedness of the Sellers. The Sellers and the Class A Certificateholder, by the acceptance of this Class A Certificate, agree to treat this Class A Certificate for federal, state and local income and franchise tax purposes as indebtedness of the Sellers secured by the Receivables and other assets held in the Trust. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement or the Series Supplement; provided, however, that such capitalized terms shall only have the meanings applicable to Subseries 1 of Series 2006-2. This Class A Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement and the Series Supplement, to which Pooling and Servicing Agreement and Series Supplement, as each may be amended from time to time, the Class A Certificateholder by virtue of the acceptance hereof assents and by which the Class A Certificateholder is bound. This Class A Certificate is one of a series of Certificates entitled “Discover Card Master Trust I, Series 2006-2 Floating Rate Class A, Subseries 1 Credit Card Pass-Through Certificates” (the “Class A Certificates”), each of which represents a Fractional Undivided Interest in the Trust including the right to receive the Collections and other amounts at the times and in the amounts specified in the Pooling and Servicing Agreement and the Series Supplement to be deposited in the Investor Accounts with respect to Discover Card Master Trust I, Series 2006-2, Subseries 1 or paid to the Class A Certificateholders. Also issued under the Pooling and Servicing Agreement and the Series Supplement are Investor Certificates designated as “Discover Card Master Trust I, Series 2006-2 Floating Rate Class B, Subseries 1 Credit Card Pass-Through Certificates” (the “Class B Certificates”). The Class A Certificates and the Class B Certificates are collectively referred to herein as the Investor Certificates. The aggregate interest represented by the Class A Certificates at any time in the assets of the Trust shall not exceed an amount equal to the Class A Investor Interest at such time, plus accrued but unpaid Certificate Interest for the Class A Certificates and any interest thereon. The Class Initial Investor Interest of the Class A Certificates is $600,000,000; plus the face amount of any Class A Certificates issued in an increase of the Series Investor Interest pursuant to Section 31 of the Series Supplement. The Class A Invested Amount on any Distribution Date will be an amount equal to the Class A Initial Investor Interest minus the sum of (a) the aggregate amount of payments of Certificate Principal paid to the Class A Certificateholders prior to such Distribution Date, (b) the aggregate amount of Investor Losses for such Class not reimbursed prior to such Distribution Date and (c) the aggregate amount of losses of principal on investments in funds on deposit for the benefit of such Class in the Series Principal Funding Account. In addition to the Investor Certificates, a Seller Certificate has been issued pursuant to the Pooling and Servicing Agreement which represents, at any time, the undivided interest in the Trust not represented by the Investor Certificates or the investor certificates of any other Series of investor certificates then outstanding. Subject to the terms and conditions of the Pooling and Servicing Agreement, the Sellers may from time to time direct the Trustee, on behalf of the Trust, to issue one or more new Series of investor certificates, which will represent Fractional Undivided Interests in the Trust. During the Revolving Period, which begins on the Series Cut-Off Date, and during the Accumulation Period, Certificate Interest will be distributed on the 15th day of each calendar month with respect to interest accrued during the preceding Interest Accrual Period, commencing in August 2006, or if such 15th day is not a Business Day, on the next succeeding Business Day (an “Interest Payment Date”), to the Class A Certificateholders of record as of the last day of the month preceding the related Interest Payment Date. Principal on the Class A Certificates is scheduled to be paid in a single payment on the Distribution Date in July 2009 (the “Class A Expected Final Payment Date”), but may be paid sooner or later and in installments if an Amortization Event occurs. During the Amortization Period, if any, Certificate Interest and Certificate Principal collected by the Master Servicer will be distributed to the Class A Certificateholders on the Distribution Date of each calendar month, commencing in the month following the commencement of the Amortization Period. In any event, the final payment of principal of either class will be made no later than the first Business Day following the Distribution Date in January 2012 (the “Series Termination Date”). The amount to be distributed on each Principal Payment Date to the holder of this Class A Certificate will be equal to the product of (a) the percentage equivalent of a fraction, the numerator of which is the portion of the Class A Initial Investor Interest evidenced by this Class A Certificate and the denominator of which is the Class A Initial Investor Interest and (b) the aggregate of all payments to be made to the Class A Certificateholders on such Distribution Date. Distributions with respect to this Class A Certificate will be made by the Paying Agent by check mailed to the address of the Class A Certificateholder of record appearing in the Certificate Register (except for the final distribution in respect of this Class A Certificate) without the presentation or surrender of this Class A Certificate or the making of any notation thereon, except that with respect to Class A Certificates registered in the name of Cede & Co., the nominee registrant for The Depository Trust Company, distributions will be made in the form of immediately available funds. This Class A Certificate does not represent an obligation of, or an interest in, the Master Servicer. This Class A Certificate is limited in right of payment to certain Collections respecting the Receivables and certain other assets of the Trust, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement and the Series Supplement. The Pooling and Servicing Agreement permits, with certain exceptions, the amendment and modification of the rights and obligations of the Master Servicer, and the rights of Investor Certificateholders under the Pooling and Servicing Agreement and Series Supplement, at any time by the Master Servicer, the Sellers and the Trustee in certain cases (some of which require confirmation from the Rating Agencies that such amendment will not result in the downgrading or withdrawal of the rating assigned to the Investor Certificates) without the consent of the Investor Certificateholders, and in all other cases with the consent of the Investor Certificateholders owning Fractional Undivided Interests aggregating not less than 66-2/3% of the Class Invested Amount of each such affected Class (and with confirmation from the Rating Agencies that such amendment will not result in the downgrading or withdrawal of the rating assigned to the Investor Certificates); provided, however, that no such amendment shall (a) have a material adverse effect on any Class of Investor Certificateholders by reducing in any manner the amount of, or delaying the timing of, distributions which are required to be made on any Investor Certificate without the consent of the affected Investor Certificateholders or (b) reduce the aforesaid percentage required to consent to any such amendment, without the consent of each Investor Certificateholder of each affected Class then of record; and provided, further, that the permitted activities of the Trust may be significantly changed only with the consent of the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Aggregate Invested Amount. Any such amendment and any such consent by the Class A Certificateholder, including the deemed consent described in the following sentence, shall be conclusive and binding on such Class A Certificateholder and upon all future Holders of this Class A Certificate and of any Class A Certificate issued in exchange hereof or in lieu hereof whether or not notation thereof is made upon this Class A Certificate. The Class A Certificateholder, by acceptance of this Class A Certificate, will be deemed to have consented for all purposes to any amendment that any Seller determines is necessary or desirable for such Seller to maintain or establish sale accounting treatment under then-applicable financial accounting standards. The transfer of this Class A Certificate shall be registered in the Certificate Register upon surrender of this Investor Certificate for registration of transfer at any o
Appears in 1 contract
Issuance of Additional Certificates. The Sellers may direct the Trustee to issue, at any time and from time to time when this Series is outstanding, additional Investor Certificates of this Series to increase the Series Investor Interest, subject to the satisfaction of the conditions described below:
(a) The additional Investor Certificates shall increase the Class Invested Amounts of the Class A Certificates and the Class B Certificates, if applicable, and all amounts related to the Credit Enhancement for this Series proportionately from their initial levels.
(b) The Sellers shall have notified the Trustee, in writing, at least three days in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the designation of the Series under which the additional Investor Certificates are to be issued and shall include: (i) the amount of Investor Certificates being offered and the resulting Class Initial Investor Interests and Series Initial Investor Interest; (ii) the date from which interest on the additional Investor Certificates will accrue (which may be a date prior to the date of issuance thereof); (iii) the first Interest Payment Date on which interest will be paid on such new Investor Certificates; (iv) the Increased Credit Enhancement Amount and the Increased Issuance Subordinated Amount for such increase; and (v) any other terms that the Sellers set forth in such notice of such increase in the Series Investor Interest to clarify the rights of holders of such new Investor Certificates or the effect of such new Investor Certificates on any calculations to be made with respect to this Series, the Group of which this Series is a member, or the Trust. All such terms shall be incorporated into and form a part of this Series Supplement on and after the effective date of such increase in the Series Investor Interest. The notice shall also include a revised Series Term Sheet that specifies the terms of this Series after giving effect to the increase.
(c) The Sellers shall have delivered to the Trustee written confirmation from the Rating Agencies that they will not, as a result of the increase, change the rating of any class of any series outstanding at the time of the increase and that they will rate the additional Investor Certificates the same as those Investor Certificates currently outstanding in this Series.
(d) Discover Bank as Servicer shall have arranged for the payment of an additional amount related to the Credit Enhancement required to increase the amount on deposit in the Credit Enhancement Account so that such amount, after giving effect to such increase and the issuance of the additional Investor Certificates, represents the same percentage of the Series Investor Interest that the original amount on deposit in the Credit Enhancement Account, plus any amounts deposited in the Credit Enhancement Account as a result of a Supplemental Credit Enhancement Event or an Effective Alternative Credit Support Election, represented of the original Series Investor Interest (such additional amount, the “Increased Credit Enhancement Amount”). Such payment shall be made by a Person other than Discover Bank to the Trustee as administrator of the Credit Enhancement for application in accordance with the provisions of the Credit Enhancement Agreement. Both the form and the provider of the Increased Credit Enhancement Amount shall be determined at the time it is to be paid.
(e) Discover Bank on behalf of the Holder of the Seller Certificate shall not be required to designate Additional Accounts or convey Participation Interests to the Trust pursuant to Section 2.10(a) of the Pooling and Servicing Agreement as a result of the increase in Series Investor Interest.
(f) No Amortization Event shall have occurred for this Series.
(g) No such additional Investor Certificates shall be issued with more than de minimis original issue discount. Upon any increase in the Series Investor Interest, Discover Bank on behalf of the Holder of the Seller Certificate shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver, upon the order of Discover Bank on behalf of the Holder of the Seller Certificate, new Investor Certificates in the amount of the increase, each of which shall bear, upon its face, the designation for this Series. UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO. $[ ] This certifies that Cede & Co. (the “Class A Certificateholder”) is the registered owner of a Fractional Undivided Interest in the Discover Card Master Trust I (the “Trust”), the corpus of which consists of a portfolio of receivables (the “Receivables”) existing as of the Cut-Off Date (or, with respect to Receivables in Additional Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter created under certain open end credit card accounts for specified Persons (the “Accounts”) originated by Discover Bank, a Delaware banking corporation (“Discover Bank”), or an affiliate of Discover Bank, and transferred to the Trust by Discover Bank or one or more Additional Sellers, all monies due or to become due with respect thereto, all proceeds (as defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in the Applicable State or any successor provision thereto) of such Receivables and interchange pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, as amended, by and between U.S. Bank National Association as Trustee (the “Trustee”) and Discover Bank as Master Servicer, Servicer and Seller (the “Pooling and Servicing Agreement”), a summary of certain of the pertinent provisions of which is set forth herein below, and benefits under any Credit Enhancement with respect to any Series of investor certificates issued from time to time pursuant to the Pooling and Servicing Agreement, to the extent applicable. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or any amendment thereto, or the Series Supplement, dated as of April 4, 2007 (the “Series Supplement”), by and between the Trustee and Discover Bank or any amendment thereto, or become vested or obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Pooling and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Issuance of Additional Certificates. The Sellers may direct the Trustee to issue, at any time and from time to time when this Series is outstanding, additional Investor Certificates of this Series to increase the Series Investor Interest, subject to the satisfaction of the conditions described below:
(a) The additional Investor Certificates shall increase the Class Invested Amounts of the Class A Certificates and the Class B Certificates, if applicable, and all amounts related to the Credit Enhancement for this Series proportionately from their initial levels.
(b) The Sellers shall have notified the Trustee, in writing, at least three days in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the designation of the Series under which the additional Investor Certificates are to be issued and shall include: (i) the amount of Investor Certificates being offered and the resulting Class Initial Investor Interests and Series Initial Investor Interest; (ii) the date from which interest on the additional Investor Certificates will accrue (which may be a date prior to the date of issuance thereof); (iii) the first Interest Payment Date on which interest will be paid on such new Investor Certificates; (iv) the Increased Credit Enhancement Amount and the Increased Issuance Subordinated Amount for such increase; and (v) any other terms that the Sellers set forth in such notice of such increase in the Series Investor Interest to clarify the rights of holders of such new Investor Certificates or the effect of such new Investor Certificates on any calculations to be made with respect to this Series, the Group of which this Series is a member, or the Trust. All such terms shall be incorporated into and form a part of this Series Supplement on and after the effective date of such increase in the Series Investor Interest. The notice shall also include a revised Series Term Sheet that specifies the terms of this Series after giving effect to the increase.
(c) The Sellers shall have delivered to the Trustee written confirmation from the Rating Agencies that they will not, as a result of the increase, change the rating of any class of any series outstanding at the time of the increase and that they will rate the additional Investor Certificates the same as those Investor Certificates currently outstanding in this Series.
(d) Discover Bank as Servicer shall have arranged for the payment of an additional amount related to the Credit Enhancement required to increase the amount on deposit in the Credit Enhancement Account so that such amount, after giving effect to such increase and the issuance of the additional Investor Certificates, represents the same percentage of the Series Investor Interest that the original amount on deposit in the Credit Enhancement Account, plus any amounts deposited in the Credit Enhancement Account as a result of a Supplemental Credit Enhancement Event or an Effective Alternative Credit Support Election, represented of the original Series Investor Interest (such additional amount, the “Increased Credit Enhancement Amount”). Such payment shall be made by a Person other than Discover Bank to the Trustee as administrator of the Credit Enhancement for application in accordance with the provisions of the Credit Enhancement Agreement. Both the form and the provider of the Increased Credit Enhancement Amount shall be determined at the time it is to be paid.
(e) Discover Bank on behalf of the Holder of the Seller Certificate shall not be required to designate Additional Accounts or convey Participation Interests to the Trust pursuant to Section 2.10(a) of the Pooling and Servicing Agreement as a result of the increase in Series Investor Interest.
(f) No Amortization Event shall have occurred for this Series.
(g) No such additional Investor Certificates shall be issued with more than de minimis original issue discount. Upon any increase in the Series Investor Interest, Discover Bank on behalf of the Holder of the Seller Certificate shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver, upon the order of Discover Bank on behalf of the Holder of the Seller Certificate, new Investor Certificates in the amount of the increase, each of which shall bear, upon its face, the designation for this Series. UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. This certifies that Cede & Co. (the “Class A Certificateholder”) is the registered owner of a Fractional Undivided Interest in the Discover Card Master Trust I (the “Trust”), the corpus of which consists of a portfolio of receivables (the “Receivables”) existing as of the Cut-Off Date (or, with respect to Receivables in Additional Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter created under certain open end credit card accounts for specified Persons (the “Accounts”) originated by Discover Bank, a Delaware banking corporation (“Discover Bank”), or an affiliate of Discover Bank, and transferred to the Trust by Discover Bank or one or more Additional Sellers, all monies due or to become due with respect thereto, all proceeds (as defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in the Applicable State or any successor provision thereto) of such Receivables and interchange pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, as amended, by and between U.S. Bank National Association as Trustee (the “Trustee”) and Discover Bank as Master Servicer, Servicer and Seller (the “Pooling and Servicing Agreement”), a summary of certain of the pertinent provisions of which is set forth herein below, and benefits under any Credit Enhancement with respect to any Series of investor certificates issued from time to time pursuant to the Pooling and Servicing Agreement, to the extent applicable. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or any amendment thereto, or the Series Supplement, dated as of May 3, 2007 (the “Series Supplement”), by and between the Trustee and Discover Bank or any amendment thereto, or become vested or obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Pooling and Servicing Agreement. IN WITNESS WHEREOF, Discover Bank has caused this Class A, Subseries 1 Certificate to be duly executed and authenticated. DISCOVER BANK By: It is the intent of the Sellers and the Investor Certificateholders that, for federal, state and local income and franchise tax purposes only, the Investor Certificates will be evidence of indebtedness of the Sellers. The Sellers and the Class A Certificateholder, by the acceptance of this Class A Certificate, agree to treat this Class A Certificate for federal, state and local income and franchise tax purposes as indebtedness of the Sellers secured by the Receivables and other assets held in the Trust. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement or the Series Supplement; provided, however, that such capitalized terms shall only have the meanings applicable to Subseries 1 of Series 2007-3. This Class A Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement and the Series Supplement, to which Pooling and Servicing Agreement and Series Supplement, as each may be amended from time to time, the Class A Certificateholder by virtue of the acceptance hereof assents and by which the Class A Certificateholder is bound. This Class A Certificate is one of a series of Certificates entitled “Discover Card Master Trust I, Series 2007-3 Floating Rate Class A, Subseries 1 Credit Card Pass-Through Certificates” (the “Class A Certificates”), each of which represents a Fractional Undivided Interest in the Trust including the right to receive the Collections and other amounts at the times and in the amounts specified in the Pooling and Servicing Agreement and the Series Supplement to be deposited in the Investor Accounts with respect to Discover Card Master Trust I, Series 2007-3, Subseries 1 or paid to the Class A Certificateholders. Also issued under the Pooling and Servicing Agreement and the Series Supplement are Investor Certificates designated as “Discover Card Master Trust I, Series 2007-3 Floating Rate Class B, Subseries 1 Credit Card Pass-Through Certificates” (the “Class B Certificates”). The Class A Certificates and the Class B Certificates are collectively referred to herein as the Investor Certificates. The aggregate interest represented by the Class A Certificates at any time in the assets of the Trust shall not exceed an amount equal to the Class A Investor Interest at such time, plus accrued but unpaid Certificate Interest for the Class A Certificates and any interest thereon. The Class Initial Investor Interest of the Class A Certificates is $1,100,000,000; plus the face amount of any Class A Certificates issued in an increase of the Series Investor Interest pursuant to Section 31 of the Series Supplement. The Class A Invested Amount on any Distribution Date will be an amount equal to the Class A Initial Investor Interest minus the sum of (a) the aggregate amount of payments of Certificate Principal paid to the Class A Certificateholders prior to such Distribution Date, (b) the aggregate amount of Investor Losses for such Class not reimbursed prior to such Distribution Date and (c) the aggregate amount of losses of principal on investments in funds on deposit for the benefit of such Class in the Series Principal Funding Account. In addition to the Investor Certificates, a Seller Certificate has been issued pursuant to the Pooling and Servicing Agreement which represents, at any time, the undivided interest in the Trust not represented by the Investor Certificates or the investor certificates of any other Series of investor certificates then outstanding. Subject to the terms and conditions of the Pooling and Servicing Agreement, the Sellers may from time to time direct the Trustee, on behalf of the Trust, to issue one or more new Series of investor certificates, which will represent Fractional Undivided Interests in the Trust. During the Revolving Period, which begins on the Series Cut-Off Date, and during the Accumulation Period, Certificate Interest will be distributed on the 15th day of each calendar month with respect to interest accrued during the preceding Interest Accrual Period, commencing in June 2007, or if such 15th day is not a Business Day, on the next succeeding Business Day (an “Interest Payment Date”), to the Class A Certificateholders of record as of the last day of the month preceding the related Interest Payment Date. Principal on the Class A Certificates is scheduled to be paid in a single payment on the Distribution Date in April 2010 (the “Class A Expected Final Payment Date”), but may be paid sooner or later and in installments if an Amortization Event occurs. During the Amortization Period, if any, Certificate Interest and Certificate Principal collected by the Master Servicer will be distributed to the Class A Certificateholders on the Distribution Date of each calendar month, commencing in the month following the commencement of the Amortization Period. In any event, the final payment of principal of either class will be made no later than the first Business Day following the Distribution Date in October 2012 (the “Series Termination Date”). The amount to be distributed on each Principal Payment Date to the holder of this Class A Certificate will be equal to the product of (a) the percentage equivalent of a fraction, the numerator of which is the portion of the Class A Initial Investor Interest evidenced by this Class A Certificate and the denominator of which is the Class A Initial Investor Interest and (b) the aggregate of all payments to be made to the Class A Certificateholders on such Distribution Date. Distributions with respect to this Class A Certificate will be made by the Paying Agent by check mailed to the address of the Class A Certificateholder of record appearing in the Certificate Register (except for the final distribution in respect of this Class A Certificate) without the presentation or surrender of this Class A Certificate or the making of any notation thereon, except that with respect to Class A Certificates registered in the name of Cede & Co., the nominee registrant for The Depository Trust Company, distributions will be made in the form of immediately available funds. This Class A Certificate does not represent an obligation of, or an interest in, the Master Servicer. This Class A Certificate is limited in right of payment to certain Collections respecting the Receivables and certain other assets of the Trust, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement and the Series Supplement. The Pooling and Servicing Agreement permits, with certain exceptions, the amendment and modification of the rights and obligations of the Master Servicer, and the rights of Investor Certificateholders under the Pooling and Servicing Agreement and Series Supplement, at any time by the Master Servicer, the Sellers and the Trustee in certain cases (some of which require confirmation from the Rating Agencies that such amendment will not result in the downgrading or withdrawal of the rating assigned to the Investor Certificates) without the consent of the Investor Certificateholders, and in all other cases with the consent of the Investor Certificateholders owning Fractional Undivided Interests aggregating not less than 66-2/3% of the Class Invested Amount of each such affected Class (and with confirmation from the Rating Agencies that such amendment will not result in the downgrading or withdrawal of the rating assigned to the Investor Certificates); provided, however, that no such amendment shall (a) have a material adverse effect on any Class of Investor Certificateholders by reducing in any manner the amount of, or delaying the timing of, distributions which are required to be made on any Investor Certificate without the consent of the affected Investor Certificateholders or (b) reduce the aforesaid percentage required to consent to any such amendment, without the consent of each Investor Certificateholder of each affected Class then of record; and provided, further, that the permitted activities of the Trust may be significantly changed only with the consent of the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Aggregate Invested Amount. Any such amendment and any such consent by the Class A Certificateholder, including the deemed consent described in the following sentence, shall be conclusive and binding on such Class A Certificateholder and upon all future Holders of this Class A Certificate and of any Class A Certificate issued in exchange hereof or in lieu hereof whether or not notation thereof is made upon this Class A Certificate. The Class A Certificateholder, by acceptance of this Class A Certificate, will be deemed to have consented for all purposes to any amendment that any Seller determines is necessary or desirable for such Seller to maintain or establish sale accounting treatment under then-applicable financial accounting standards. The transfer of this Class A Certificate shall be registered in the Certificate Register upon surrender of this Investor Certificate for registration of transfer at any of
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Issuance of Additional Certificates. The Sellers may direct the Trustee to issue, at any time and from time to time when this Series is outstanding, additional Investor Certificates of this Series to increase the Series Investor Interest, subject to the satisfaction of the conditions described below:
(a) The additional Investor Certificates shall increase the Class Invested Amounts of the Class A Certificates and the Class B Certificates, if applicable, and all amounts related to the Credit Enhancement for this Series proportionately from their initial levels.
(b) The Sellers shall have notified the Trustee, in writing, at least three days in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the designation of the Series under which the additional Investor Certificates are to be issued and shall include: (i) the amount of Investor Certificates being offered and the resulting Class Initial Investor Interests and Series Initial Investor Interest; (ii) the date from which interest on the additional Investor Certificates will accrue (which may be a date prior to the date of issuance thereof); (iii) the first Interest Payment Date on which interest will be paid on such new Investor Certificates; (iv) the Increased Credit Enhancement Amount and the Increased Issuance Subordinated Amount for such increase; and (v) any other terms that the Sellers set forth in such notice of such increase in the Series Investor Interest to clarify the rights of holders of such new Investor Certificates or the effect of such new Investor Certificates on any calculations to be made with respect to this Series, the Group of which this Series is a member, or the Trust. All such terms shall be incorporated into and form a part of this Series Supplement on and after the effective date of such increase in the Series Investor Interest. The notice shall also include a revised Series Term Sheet that specifies the terms of this Series after giving effect to the increase.
(c) The Sellers shall have delivered to the Trustee written confirmation from the Rating Agencies that they will not, as a result of the increase, change the rating of any class of any series outstanding at the time of the increase and that they will rate the additional Investor Certificates the same as those Investor Certificates currently outstanding in this Series.
(d) Discover Bank as Servicer shall have arranged for the payment of an additional amount related to the Credit Enhancement required to increase the amount on deposit in the Credit Enhancement Account so that such amount, after giving effect to such increase and the issuance of the additional Investor Certificates, represents the same percentage of the Series Investor Interest that the original amount on deposit in the Credit Enhancement Account, plus any amounts deposited in the Credit Enhancement Account as a result of a Supplemental Credit Enhancement Event or an Effective Alternative Credit Support Election, represented of the original Series Investor Interest (such additional amount, the “Increased Credit Enhancement Amount”). Such payment shall be made by a Person other than Discover Bank to the Trustee as administrator of the Credit Enhancement for application in accordance with the provisions of the Credit Enhancement Agreement. Both the form and the provider of the Increased Credit Enhancement Amount shall be determined at the time it is to be paid.
(e) Discover Bank on behalf of the Holder of the Seller Certificate shall not be required to designate Additional Accounts or convey Participation Interests to the Trust pursuant to Section 2.10(a) of the Pooling and Servicing Agreement as a result of the increase in Series Investor Interest.
(f) No Amortization Event shall have occurred for this Series.
(g) No such additional Investor Certificates shall be issued with more than de minimis original issue discount. Upon any increase in the Series Investor Interest, Discover Bank on behalf of the Holder of the Seller Certificate shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver, upon the order of Discover Bank on behalf of the Holder of the Seller Certificate, new Investor Certificates in the amount of the increase, each of which shall bear, upon its face, the designation for this Series. UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO. $ This certifies that Cede & Co. (the “Class A Certificateholder”) is the registered owner of a Fractional Undivided Interest in the Discover Card Master Trust I (the “Trust”), the corpus of which consists of a portfolio of receivables (the “Receivables”) existing as of the Cut-Off Date (or, with respect to Receivables in Additional Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter created under certain open end credit card accounts for specified Persons (the “Accounts”) originated by Discover Bank (formerly Greenwood Trust Company), a Delaware banking corporation (“Discover Bank”), or an affiliate of Discover Bank, and transferred to the Trust by Discover Bank or one or more Additional Sellers, all monies due or to become due with respect thereto, all proceeds (as defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in the Applicable State or any successor provision thereto) of such Receivables and interchange pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004 by and between U.S. Bank National Association (formerly First Bank National Association, successor trustee to Bank of America Illinois, formerly Continental Bank, National Association) as Trustee (the “Trustee”) and Discover Bank as Master Servicer, Servicer and Seller (the “Pooling and Servicing Agreement”), a summary of certain of the pertinent provisions of which is set forth herein below, and benefits under any Credit Enhancement with respect to any Series of investor certificates issued from time to time pursuant to the Pooling and Servicing Agreement, to the extent applicable. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or any amendment thereto, or the Series Supplement, dated as of November 3, 2004 (the “Series Supplement”), by and between the Trustee and Discover Bank or any amendment thereto, or become vested or obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Pooling and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Issuance of Additional Certificates. The Sellers may direct the Trustee to issue, at any time and from time to time when this Series is outstanding, additional Investor Certificates of this Series to increase the Series Investor Interest, subject to the satisfaction of the conditions described below:
(a) The additional Investor Certificates shall increase the Class Invested Amounts of the Class A Certificates and the Class B Certificates, if applicable, and all amounts related to the Credit Enhancement for this Series proportionately from their initial levels.
(b) The Sellers shall have notified the Trustee, in writing, at least three days in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the designation of the Series under which the additional Investor Certificates are to be issued and shall include: (i) the amount of Investor Certificates being offered and the resulting Class Initial Investor Interests and Series Initial Investor Interest; (ii) the date from which interest on the additional Investor Certificates will accrue (which may be a date prior to the date of issuance thereof); (iii) the first Interest Payment Date on which interest will be paid on such new Investor Certificates; (iv) the Increased Credit Enhancement Amount and the Increased Issuance Subordinated Amount for such increase; and (v) any other terms that the Sellers set forth in such notice of such increase in the Series Investor Interest to clarify the rights of holders of such new Investor Certificates or the effect of such new Investor Certificates on any calculations to be made with respect to this Series, the Group of which this Series is a member, or the Trust. All such terms shall be incorporated into and form a part of this Series Supplement on and after the effective date of such increase in the Series Investor Interest. The notice shall also include a revised Series Term Sheet that specifies the terms of this Series after giving effect to the increase.
(c) The Sellers shall have delivered to the Trustee written confirmation from the Rating Agencies that they will not, as a result of the increase, change the rating of any class of any series outstanding at the time of the increase and that they will rate the additional Investor Certificates the same as those Investor Certificates currently outstanding in this Series.
(d) Discover Bank as Servicer shall have arranged for the payment of an additional amount related to the Credit Enhancement required to increase the amount on deposit in the Credit Enhancement Account so that such amount, after giving effect to such increase and the issuance of the additional Investor Certificates, represents the same percentage of the Series Investor Interest that the original amount on deposit in the Credit Enhancement Account, plus any amounts deposited in the Credit Enhancement Account as a result of a Supplemental Credit Enhancement Event or an Effective Alternative Credit Support Election, represented of the original Series Investor Interest (such additional amount, the “Increased Credit Enhancement Amount”). Such payment shall be made by a Person other than Discover Bank to the Trustee as administrator of the Credit Enhancement for application in accordance with the provisions of the Credit Enhancement Agreement. Both the form and the provider of the Increased Credit Enhancement Amount shall be determined at the time it is to be paid.
(e) Discover Bank on behalf of the Holder of the Seller Certificate shall not be required to designate Additional Accounts or convey Participation Interests to the Trust pursuant to Section 2.10(a) of the Pooling and Servicing Agreement as a result of the increase in Series Investor Interest.
(f) No Amortization Event shall have occurred for this Series.
(g) No such additional Investor Certificates shall be issued with more than de minimis original issue discount. Upon any increase in the Series Investor Interest, Discover Bank on behalf of the Holder of the Seller Certificate shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver, upon the order of Discover Bank on behalf of the Holder of the Seller Certificate, new Investor Certificates in the amount of the increase, each of which shall bear, upon its face, the designation for this Series. UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. This certifies that Cede & Co. (the “Class A Certificateholder”) is the registered owner of a Fractional Undivided Interest in the Discover Card Master Trust I (the “Trust”), the corpus of which consists of a portfolio of receivables (the “Receivables”) existing as of the Cut-Off Date (or, with respect to Receivables in Additional Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter created under certain open end credit card accounts for specified Persons (the “Accounts”) originated by Discover Bank, a Delaware banking corporation (“Discover Bank”), or an affiliate of Discover Bank, and transferred to the Trust by Discover Bank or one or more Additional Sellers, all monies due or to become due with respect thereto, all proceeds (as defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in the Applicable State or any successor provision thereto) of such Receivables and interchange pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004 by and between U.S. Bank National Association and Discover Bank as Master Servicer, Servicer and Seller (the “Pooling and Servicing Agreement”), a summary of certain of the pertinent provisions of which is set forth herein below, and benefits under any Credit Enhancement with respect to any Series of investor certificates issued from time to time pursuant to the Pooling and Servicing Agreement, to the extent applicable. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or any amendment thereto, or the Series Supplement, dated as of January 18, 2005 (the “Series Supplement”), by and between the Trustee and Discover Bank or any amendment thereto, or become vested or obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Pooling and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Issuance of Additional Certificates. The Sellers may direct the Trustee to issue, at any time and from time to time when this Series is outstanding, additional Investor Certificates of this Series to increase the Series Investor Interest, subject to the satisfaction of the conditions described below:
(a) The additional Investor Certificates shall increase the Class Invested Amounts of the Class A Certificates and the Class B Certificates, if applicable, and all amounts related to the Credit Enhancement for this Series proportionately from their initial levels.
(b) The Sellers shall have notified the Trustee, in writing, at least three days in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the designation of the Series under which the additional Investor Certificates are to be issued and shall include: (i) the amount of Investor Certificates being offered and the resulting Class Initial Investor Interests and Series Initial Investor Interest; (ii) the date from which interest on the additional Investor Certificates will accrue (which may be a date prior to the date of issuance thereof); (iii) the first Interest Payment Date on which interest will be paid on such new Investor Certificates; (iv) the Increased Credit Enhancement Amount and the Increased Issuance Subordinated Amount for such increase; and (v) any other terms that the Sellers set forth in such notice of such increase in the Series Investor Interest to clarify the rights of holders of such new Investor Certificates or the effect of such new Investor Certificates on any calculations to be made with respect to this Series, the Group of which this Series is a member, or the Trust. All such terms shall be incorporated into and form a part of this Series Supplement on and after the effective date of such increase in the Series Investor Interest. The notice shall also include a revised Series Term Sheet that specifies the terms of this Series after giving effect to the increase.
(c) The Sellers shall have delivered to the Trustee written confirmation from the Rating Agencies that they will not, as a result of the increase, change the rating of any class of any series outstanding at the time of the increase and that they will rate the additional Investor Certificates the same as those Investor Certificates currently outstanding in this Series.
(d) Discover Bank as Servicer shall have arranged for the payment of an additional amount related to the Credit Enhancement required to increase the amount on deposit in the Credit Enhancement Account so that such amount, after giving effect to such increase and the issuance of the additional Investor Certificates, represents the same percentage of the Series Investor Interest that the original amount on deposit in the Credit Enhancement Account, plus any amounts deposited in the Credit Enhancement Account as a result of a Supplemental Credit Enhancement Event or an Effective Alternative Credit Support Election, represented of the original Series Investor Interest (such additional amount, the “"Increased Credit Enhancement Amount”"). Such payment shall be made by a Person other than Discover Bank to the Trustee as administrator of the Credit Enhancement for application in accordance with the provisions of the Credit Enhancement Agreement. Both the form and the provider of the Increased Credit Enhancement Amount shall be determined at the time it is to be paid.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)