AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

Exhibit 4.1

Execution Version

DISCOVER BANK

Master Servicer, Servicer and Seller

and

U.S. BANK NATIONAL ASSOCIATION

Trustee

on behalf of the Certificateholders

SERIES SUPPLEMENT

Dated as of September 23, 2009

to

AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

Dated as of November 3, 2004, as amended

$537,237,508 Series SD Certificates

DISCOVER CARD MASTER TRUST I

SERIES 2009-SD CERTIFICATES

TABLE OF CONTENTS

 

 

i

EXHIBITS

 

 

ii

DISCOVER CARD MASTER TRUST I

SERIES 2009-SD CERTIFICATES

This Series of Master Trust Certificates is established pursuant to Section 6.06 of that certain Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, as amended, by and between DISCOVER BANK, a Delaware banking corporation (“Discover Bank”), as Master Servicer, Servicer and Seller and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as Trustee (the “Pooling and Servicing Agreement”). This SERIES TERM SHEET and the ANNEX attached hereto, by and among the Master Servicer, the Servicers, the Sellers and the Trustee, constitute the SERIES SUPPLEMENT (the “Series Supplement”). The Pooling and Servicing Agreement and this Series Supplement together establish the Series of Master Trust Certificates to be known as the DISCOVER CARD MASTER TRUST I, SERIES 2009-SD CERTIFICATES.

SERIES TERM SHEET

 

 

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IN WITNESS WHEREOF, the Sellers, the Master Servicer, the Servicers and the Trustee have caused this Series Supplement to be duly executed by their respective officers thereunto duly authorized as of the date and year first above written.

 

ANNEX

In consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the other parties and for the benefit of the Certificateholders:

SECTION 1. Definitions

(a) Capitalized terms not otherwise defined in this Series Supplement (including the Series Term Sheet) shall have the meanings ascribed to them in the Pooling and Servicing Agreement. Capitalized terms that refer to a Series refer to the Series established hereby.

(b) The following terms have the definitions set forth below with respect to the Series established hereby, unless the context otherwise clearly requires:

“ Certificate Interest ” shall mean, for Class SD for any Interest Payment Date, zero.

“ Certificate Principal ” shall mean, with respect to Class SD, the principal payable in respect of Class SD of Investor Certificates.

“ Certificate Rate, ” with respect to Class SD or Subclass, shall mean the certificate rate set forth in the Series Term Sheet with respect to Class SD.

“ Class ” with respect to this Series shall mean, for all purposes under the Pooling and Servicing Agreement and this Series Supplement, all Investor Certificates designated as part of Class SD.

“ Class Expected Final Payment Date ” with respect to Class SD shall mean the date designated as such in the Series Term Sheet.

“ Class Finance Charge Collections ” shall mean, with respect to Class SD, with respect to any day or any Distribution Date or Trust Distribution Date, as applicable, an amount equal to the product of (x) the Class Percentage with respect to Finance Charge Collections for the related Distribution Date and (y) the amount of Finance Charge Collections for such day or for the related Due Period, as applicable.

“ Class Initial Investor Interest ” shall mean, with respect to Class SD, the aggregate face amount of Investor Certificates of Class SD as specified in the Series Term Sheet.

“ Class Interchange ” shall mean, with respect to Class SD, with respect to any Distribution Date or Trust Distribution Date, as applicable, an amount equal to the product of (x) the Class Percentage with respect to Interchange for the related Distribution Date and (y) Interchange for the related Due Period.

“ Class Invested Amount ” shall mean, with respect to Class SD for any Distribution Date, an amount equal to the Class Initial Investor Interest prior to such Distribution Date.

“ Class Investor Charged-Off Amount ” shall mean, with respect to Class SD for any Distribution Date, an amount equal to the product of (a) the Charged-Off Amount for such Distribution Date and (b) the Class Percentage with respect to the Charged-Off Amount.

“ Class Investor Interest ” shall mean, with respect to Class SD for any Distribution Date, an amount equal to the Class Invested Amount for Class SD for such Distribution Date.

“ Class Monthly Servicing Fee ” with respect to Class SD for any Distribution Date, shall mean the amount of the Investor Servicing Fee for the related Due Period.

“ Class Percentage ” shall mean, with respect to Class SD with respect to any Distribution Date or any Trust Distribution Date, as applicable:

(a) when used with respect to the Charged-Off Amount, the percentage equivalent of a fraction the numerator of which shall be the amount of the Class Investor Interest and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust and (ii) the Aggregate Investor Interest, in each case on the first day of the related Due Period; or

(b) when used with respect to Principal Collections, the percentage equivalent of a fraction the numerator of which shall be the amount of the Class Investor Interest on the first day of the related Due Period and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust on the first day of the related Due Period and (ii) the sum of the numerators used in calculating the components of the Series Percentage with respect to Principal Collections for each Series then outstanding (including the Series established hereby) as of such Distribution Date or Trust Distribution Date, as applicable; or

(c) when used with respect to Finance Charge Collections, the percentage equivalent of a fraction the numerator of which shall be the amount of the Class Investor Interest on the first day of the related Due Period and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust on the first day of the related Due Period and (ii) the sum of the numerators used in calculating the components of the Series Percentage with respect to Finance Charge Collections for each Series then outstanding (including the Series established hereby) as of such Distribution Date or Trust Distribution Date, as applicable; or

(d) when used with respect to Interchange, the percentage equivalent of a fraction the numerator of which shall be the amount of Class Investor Interest and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust and (ii) the Aggregate Investor Interest, in each case on the first day of the related Due Period.

For purposes of this definition, the Class Investor Interest as of the first day of any Due Period in which the Series Closing Date has occurred or an increase in the Series Investor

 

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Interest has been made pursuant to Section 31 shall include the Class Investor Interest of all Investor Certificates issued during such Due Period.

“ Class Principal Collections ” shall mean, with respect to Class SD with respect to any day or any Distribution Date or Trust Distribution Date, as applicable, an amount equal to the product of (x) the Class Percentage with respect to Principal Collections for the related Distribution Date and (y) the amount of Principal Collections for such day or for the related Due Period, as applicable.

“ Class Required Amount ” with respect to Class SD on any Distribution Date, shall mean the sum of all accrued but unpaid Class Monthly Servicing Fees.

“ Class Required Amount Shortfall ” with respect to Class SD on any Distribution Date, shall have the meaning set forth in Section 9.

“ Class SD ” shall mean each Investor Certificate issued hereunder.

“ Designated Series ” shall have the meaning set forth in Section 2.

“ Distribution Date ” shall have the meaning set forth in the Series Term Sheet.

“ Dollars ” or “ U.S. $ ” or “ $ ” shall mean the lawful currency of the United States of America.

“ Group Excess Spread ” shall mean, for any Distribution Date, the sum of the Series Excess Spreads for each Series (including the Series established hereby) that is a member of the same Group as the Series established hereby, in each case for such Distribution Date.

“ Group Finance Charge Collections Reallocation Account ” shall have the meaning specified in Section 8.

“ Group Principal Collections Reallocation Account ” shall have the meaning specified in Section 8.

“ Investor Accounts ” shall mean, in addition to Investor Accounts established pursuant to the Pooling and Servicing Agreement, the Series Collections Account, the Series Principal Collections Account, the Series Principal Funding Account, the Series Distribution Account, the Group Finance Charge Collections Reallocation Account and the Group Principal Collections Reallocation Account.

“ Investor Servicing Fee ” shall mean, with respect to any Distribution Date, an amount equal to the product of the Investor Servicing Fee Percentage and the Series Investor Interest on the first day of the Due Period related to such Distribution Date (or in the case of the first Distribution Date for the Series established hereby, the Series Initial Investor Interest). For purposes of this definition, the Series Investor Interest on the first day of any Due Period in which an increase in the Series Investor Interest pursuant to Section 31 has occurred shall include the Series Investor Interest of all Investor Certificates issued during such Due Period.

 

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“ Investor Servicing Fee Percentage ” shall mean the percentage identified as such in the Series Term Sheet.

“ Principal Distribution Amount ” shall mean,

(i) with respect to any Distribution Date occurring prior to the Class Expected Final Payment Date, an amount equal to the sum of (a) the Designated SD Percentage of the sum of (x) the amount that is deposited into the Series Principal Funding Account for each other Series (other than Series 2007-CC) and (y) the amount that is deposited into the Principal Funding Account for the DiscoverSeries Notes pursuant to the Indenture Supplement, in each case for such Distribution Date and (b) the amount of the remaining Principal Distribution Amount Shortfall from the prior Distribution Date after giving effect to Section 9(b)(12) on such prior Distribution Date; and

(ii) with respect to any Distribution Date occurring on or after the Class Expected Final Payment Date, an amount equal to the Series Investor Interest.

“ Principal Distribution Amount Shortfall ” with respect to any Distribution Date, shall have the meaning set forth in Section 9.

“ Required Daily Deposit ” shall mean, if applicable, with respect to each Servicer, an amount equal to zero.

“ Series 2007-CC ” means the Series 2007-CC Investor Certificates issued pursuant to the Series 2007-CC Supplement to the Pooling and Servicing Agreement dated as of July 26, 2007, as the same may be amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

“ Series 2009-CE ” means the Series 2009-CE Investor Certificates issued pursuant to the Series 2009-CE Supplement to the Pooling and Servicing Agreement dated as of July 24, 2009, as the same may be amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

“ Series Closing Date ” shall mean the date designated as such in the Series Term Sheet.

“ Series Collections Account ” shall have the meaning specified in Section 8.

“ Series Cut-Off Date ” shall mean the date designated as such in the Series Term Sheet.

“ Series Distribution Account ” shall have the meaning specified in Section 8.

“ Series Excess Spread ” shall mean, for any Distribution Date, an amount equal to the sum of (a) the positive difference, if any, between (x) the sum of the Series Finance Charge Collections and Series Interchange for this Series minus (y) the sum of (i) the Investor Servicing Fee, and (ii) the product of the Series Percentage with respect to the Charged-Off Amount and the Charged-Off Amount, and (b) the Series Principal Collections for this Series, in each case for such Distribution Date, minus an amount equal to (x) the Series Principal Collections multiplied

 

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by (y) a fraction, the numerator of which is the sum of the Nominal Liquidation Amounts for each outstanding Tranche of Series 2007-CC and the denominator of which is the Aggregate Investor Interest for the Master Trust.

“ Series Finance Charge Collections ” shall mean, with respect to any day or any Distribution Date or Trust Distribution Date, as applicable, the amount of Class Finance Charge Collections for Class SD for such day or for the related Due Period, as applicable.

“ Series Initial Investor Interest ” shall mean the aggregate face amount of Investor Certificates authenticated and delivered pursuant to Section 7 and, if applicable, pursuant to Section 31, as specified in the Series Term Sheet.

“ Series Interchange ” shall mean, with respect to any Distribution Date or Trust Distribution Date, as applicable, the amount of Class Interchange for Class SD for the related Due Period.

“ Series Invested Amount ” with respect to any Distribution Date, shall mean the Class Invested Amount for Class SD of the Series established hereby on such Distribution Date.

“ Series Investor Interest ” with respect to any Distribution Date, shall mean the Class Investor Interest for Class SD of the Series established hereby on such Distribution Date.

“ Series Minimum Principal Receivables Balance ” shall mean, with respect to the Series established hereby, on any date of determination, the Series Investor Interest on such date of determination, divided by 0.93; provided, however , that Discover Bank on behalf of the Holder of the Seller Certificate may, upon 30 days’ prior notice to the Trustee and the Rating Agencies, reduce the Series Minimum Principal Receivables Balance by increasing the divisors set forth above, subject to the condition that Discover Bank on behalf of the Holder of the Seller Certificate shall have been notified by the Rating Agencies that such reduction would not result in the lowering or withdrawal of the rating of any Class of any Series then outstanding, and provided, further , that the divisors set forth above may not be increased to more than 0.98.

“ Series Percentage ” shall mean, with respect to any specified category, with respect to any Distribution Date or Trust Distribution Date, as applicable, the Class Percentage with respect to such category for this Series on such Distribution Date or Trust Distribution Date, as applicable.

“ Series Principal Collections ” shall mean, with respect to any day or any Distribution Date or Trust Distribution Date, as applicable, the amount of Class Principal Collections for Class SD for such day or for the related Due Period, as applicable.

“ Series Principal Collections Account ” shall have the meaning specified in Section 8.

“ Series Principal Funding Account ” shall mean the Series Principal Funding Account established pursuant to Section 8. Amounts “on deposit in” the Series Principal Funding Account shall be deemed to be on deposit for the benefit of the Series SD Certificateholders. Amounts “on deposit in” the Series Principal Funding Account shall be deemed to include

 

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amounts invested in Permitted Investments pursuant to Section 8 unless the context clearly requires otherwise.

“ Series Required Principal Amount ” shall mean, for this Series, with respect to any Distribution Date, zero.

“ Series Term Sheet ” shall mean the Series Term Sheet setting forth the terms of the Series of Investor Certificates issued hereby, to which this Annex is attached.

“ Series Termination Date ” shall mean the date designated as such in the Series Term Sheet.

“ United States ” or “ U.S. ” shall mean the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

SECTION 2. Subordination . The Holders of each Series SD Certificate, by their acceptance of such Investor Certificate, hereby subordinate, for the benefit of the Holders of the Investor Certificates of each Designated Series set forth on Schedule I hereto (the “Designated Series”), to the extent and in the manner set forth in Section 9(b) hereof, all of such Investor Certificateholder’s right, title and interest in and to future distributions due on such Holder’s Investor Certificates.

SECTION 3. Representations and Warranties of the Sellers . The representations and warranties of the Sellers contained in Section 2.04 of the Pooling and Servicing Agreement and the corresponding sections of any Assignment are true on and as of the date hereof and/or the date set forth in the Pooling and Servicing Agreement, as applicable. Each Seller also represents and warrants to the Trust as of the date hereof that:

(a) The execution, delivery and performance of this Series Supplement by such Seller have been duly authorized by all necessary corporate action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Incorporation or By-Laws of such Seller, do not and will not conflict with, or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property which is material to it, or, to the best of such Seller’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Series Supplement is the valid, binding and enforceable obligation of such Seller, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles.

(b) The Pooling and Servicing Agreement creates a valid and enforceable security interest (as defined in the applicable UCC) which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from Seller, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles.

 

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(c) The Receivables constitute “accounts” within the meaning of Article 9 of the applicable UCC.

(d) Each Seller has caused or will have caused, within ten days of the date of this Series Supplement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest (as defined in the applicable UCC) in the Receivables conveyed to the Trustee under the Pooling and Servicing Agreement.

(e) Other than the sale, transfer, assignment and conveyance of the Receivables to the Trust and the grant of a security interest therein pursuant to the Pooling and Servicing Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables.

(f) The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables, other than any financing statement (i) relating to the interest of the Trust in the Receivables under the Pooling and Servicing Agreement or (ii) that has been terminated.

(g) The Seller is not aware of any judgment or tax lien filings against it.

The representations and warranties set forth in this Section 3 shall survive the transfer and assignment to the Trust of the Receivables transferred to the Trust by the Sellers. None of (i) compliance with the representations and warranties set forth in this Section 3, (ii) compliance with the representations and warranties set forth in Sections 2.04(d) and (e) of the Pooling and Servicing Agreement or (iii) compliance with the provisions of Section 13.02 of the Pooling and Servicing Agreement can be waived by the Trustee without the prior written consent of Standard & Poor’s.

SECTION 4. Representations and Warranties of Discover Bank as Master Servicer and Servicer . The representations and warranties of Discover Bank as the Master Servicer and as a Servicer contained in Section 3.04 of the Pooling and Servicing Agreement are true on and as of the date hereof. Discover Bank as Master Servicer and Servicer also represents and warrants to the Trust as of the date hereof that the execution, delivery and performance of this Series Supplement by Discover Bank have been duly authorized by all necessary corporate action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Incorporation or By-Laws of Discover Bank, do not and will not conflict with, or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property which is material to it, or, to the best of Discover Bank’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Series Supplement is the valid, binding and enforceable obligation of Discover Bank, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles.

 

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SECTION 5. Representations and Warranties of Other Servicers. The representations and warranties of each Servicer (other than Discover Bank), if any, contained in Section 3.05 of the Pooling and Servicing Agreement are true and correct on and as of the date hereof. Each such Servicer also represents and warrants to the Trust as of the date hereof that the execution, delivery and performance of this Series Supplement by such Servicer have been duly authorized by all necessary corporate action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Incorporation or By-Laws of such Servicer, do not and will not conflict with, or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property which is material to it, or, to the best of such Servicer’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Series Supplement is the valid, binding and enforceable obligation of such Servicer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles.

SECTION 6. Representations and Warranties of the Trustee . The representations and warranties of the Trustee contained in Section 11.16 of the Pooling and Servicing Agreement are true on and as of the date hereof. The Trustee also represents and warrants as of the date hereof that the Trustee has full power, authority and right to execute, deliver and perform this Series Supplement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Series Supplement, and this Series Supplement has been duly executed and delivered by the Trustee.

SECTION 7. Authentication of Certificates . Pursuant to the request of the Sellers, the Trustee shall cause Investor Certificates in authorized denominations evidencing the Series established hereby to be duly authenticated and delivered as of the Series Closing Date to or upon the order of the Sellers pursuant to Section 6.06 of the Pooling and Servicing Agreement.

SECTION 8. Establishment and Administration of Investor Accounts .

(a) The Series Distribution Account, Series Collections Account and Series Principal Collections Account . The Trustee, for the benefit of the Certificateholders, shall cause to be established and maintained in the name of the Trust, with the corporate trust department of an office or branch of either the Trustee or a Qualified Institution, three non-interest bearing segregated trust accounts (the “Series Distribution Account”; for Collections, the “Series Collections Account”; and for Series Principal Collections and certain other amounts deposited therein pursuant to Section 9, the “Series Principal Collections Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. The Trust shall possess all right, title and interest in all funds on deposit in the Series Distribution Account, the Series Collections Account and the Series Principal Collections Account; provided, however, that all interest and earnings (less investment expenses) on funds on deposit in any such account shall be paid to the Holder of the Seller Certificate in accordance with Section 4.02(c) of the Pooling and Servicing Agreement. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Pooling and Servicing Agreement, the Master Servicer shall have the revocable power to instruct the Trustee to withdraw funds from the Series

 

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Distribution Account, the Series Collections Account and the Series Principal Collections Account for the purpose of carrying out the duties of the Master Servicer hereunder. The Master Servicer at all times shall maintain accurate records reflecting each transaction in the Series Distribution Account, the Series Collections Account and the Series Principal Collections Account. The Paying Agent also shall have the revocable authority to make withdrawals from the Series Distribution Account.

(b) Reallocation Accounts . The Trustee, for the benefit of the Certificateholders, shall cause to be established and maintained in the name of the Trust, with the corporate trust department of an office or branch of either the Trustee or a Qualified Institution, two non-interest bearing segregated trust accounts for the Group of which the Series established hereby is a member (for reallocated Series Finance Charge Collections and Class Investment Income, the “Group Finance Charge Collections Reallocation Account” and for reallocated Series Principal Collections and other amounts deposited into the Series Principal Collections Account pursuant to Section 9, the “Group Principal Collections Reallocation Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Group Finance Charge Collections Reallocation Account and the Group Principal Collections Reallocation Account in all proceeds thereof. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Pooling and Servicing Agreement, the Master Servicer shall have the revocable power to instruct the Trustee to withdraw funds from the Group Finance Charge Collections Reallocation Account and the Group Principal Collections Reallocation Account for the purpose of carrying out the duties of the Master Servicer hereunder. The Master Servicer at all times shall maintain accurate records reflecting each transaction in the Group Finance Charge Collections Reallocation Account and the Group Principal Collections Reallocation Account.

(c) The Series Principal Funding Account. The Trustee, for the benefit of the Certificateholders, shall establish and maintain or cause to be established and maintained in the name of the Trust, with the corporate trust department of an office or branch of either the Trustee or a Qualified Institution, a non-interest bearing segregated trust account (for principal to be paid to Investor Certificateholders of this Series, the “Series Principal Funding Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Series Principal Funding Account and in all proceeds thereof. The Series Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Pooling and Servicing Agreement, the Master Servicer shall have the revocable power to withdraw funds from the Series Principal Funding Account for the purpose of carrying out the duties of the Master Servicer hereunder. The Master Servicer at all times shall maintain accurate records reflecting each transaction in the Series Principal Funding Account. The Paying Agent also shall have the revocable authority to make withdrawals from the Series Principal Funding Account.

Funds on deposit in the Series Principal Funding Account shall be invested in Permitted Investments by the Trustee (or, at the direction of the Trustee, by the Master Servicer on behalf

 

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of the Trustee) at the direction of Discover Bank on behalf of the Holder of the Seller Certificate, as set forth below. Any Permitted Investment with a stated maturity shall mature on or prior to the following Distribution Date. The Master Servicer shall notify the Trustee of the amount of Certificate Principal to be deposited into the Series Principal Funding Account on each Distribution Date, and Discover Bank on behalf of the Holder of the Seller Certificate, if it determines funds are available for investment, shall direct the Trustee in writing to invest the funds that will be on deposit in the Series Principal Funding Account on such Distribution Date (including any funds previously invested in Permitted Investments that will be available for reinvestment on such Distribution Date) in Permitted Investments. Discover Bank’s notice to the Trustee shall specifically identify each such Permitted Investment (including its principal amount and maturity). In addition, Discover Bank on behalf of the Holder of the Seller Certificate shall from time to time, if it determines funds are available for reinvestment, provide written notice to the Trustee directing the Trustee to reinvest funds representing principal, interest or other investment income received by it with respect to such Permitted Investments (whether upon maturity or otherwise) in additional Permitted Investments. In the event that Discover Bank on behalf of the Holder of the Seller Certificate fails to direct the Trustee to invest or reinvest any funds that are deposited in the Series Principal Funding Account or that are received by it with respect to Permitted Investments by 2:00 p.m. on the date such funds are available for investment, the Trustee shall use reasonable efforts to invest such funds overnight in securities represented by instruments in bearer or registered form which evidence obligations issued or fully guaranteed, as to timely payment, by the United States of America or any instrumentality or agency thereof when such obligations are backed by the full faith and credit of the United States of America until such time as the Trustee receives the required notice from Discover Bank; provided, however, that the Trustee shall have no liability for the failure to invest such funds if the Trustee has employed reasonable efforts to make such investment.

(d) Transfer of Investor Accounts. If at any time any of the Investor Accounts established in Sections 8(a) through 8(c) is not being held by the Trustee and the institution holding such Investor Account ceases to be a Qualified Institution, the Master Servicer shall within 10 Business Days establish a new Investor Account (meeting any conditions specified in this Series Supplement with respect to such Investor Account) with a Qualified Institution and transfer any cash and/or any investments to such new Investor Account.

SECTION 9. Allocations of Collections .

(a) Deposits to Series Collections Account . On or before each Distribution Date, the Master Servicer shall direct the Trustee in writing to withdraw from the Group Collections Account and deposit into the Series Collections Account an amount equal to the sum of the Series Finance Charge Collections, the Series Principal Collections and the Series Interchange for the related Due Period.

(b) Allocations . The Master Servicer shall, on or before each Distribution Date, direct the Trustee in writing that funds be paid or deposited in the following amounts, to the extent such funds are available and in the order of priority specified, to the account or Person indicated, in each case as set forth below.

 

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(1) An amount equal to the lesser of

 

(x)

the Class Required Amount, and

 

(y)

the sum of (i) the Series Finance Charge Collections and (ii) the Series Interchange for this Series

shall be withdrawn from the Series Collection Account for this Series and deposited into the Series Distribution Account for this Series. The amount by which the Class Required Amount exceeds the amount of such deposit shall be the “Class Required Amount Shortfall.”

(2) An amount equal to the lesser of

 

(x)

the Class Investor Charged-Off Amount, and

 

(y)

the sum of (i) the Series Finance Charge Collections and (ii) the Series Interchange for this Series, remaining after clause (1) above

shall be withdrawn from the Series Collection Account for this Series and deposited into the Series Principal Collections Account for this Series. The Class Investor Charged-Off Amount shall be reduced by the amount of such deposit.

(3) An amount equal to the sum of (i) the Series Finance Charge Collections and (ii) the Series Interchange for this Series, remaining after clause (2) above shall be withdrawn from the Series Collections Account and deposited into the Group Finance Charge Collections Reallocation Account.

(4) An amount equal to the Series Principal Collections for this Series shall be deposited into the Group Finance Charge Collections Reallocation Account; provided , however , that such amount shall only be so deposited to the extent necessary for application to cover shortfalls for other Series issued by the Trust in accordance with the Series Supplements to the Pooling and Servicing Agreement for such other Series. In determining the amount necessary to cover such shortfalls, all amounts available under the Series 2007-CC Supplement pursuant to clause (56) of Section 3.01 of the related Indenture Supplement shall be deemed to have been applied to cover such shortfalls prior to any determination under this clause (4).

(5) All allocations set forth in other Series Supplements with respect to the Class A Required Amount, the Class A Cumulative Investor Charged-Off Amount, the Class B Required Amount, the Class B Cumulative Investor Charged-Off Amount, the Available Class A Credit Enhancement Amount, the Available Class B Credit Enhancement Amount or the Class Cumulative Investor Charged-Off Amount for Series 2009-CE, in each case as applicable and as each such term is defined in the relevant Series Supplement, shall be made from funds on deposit in the Group Finance Charge Collections Reallocation Account in accordance with such Series Supplements.

 

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(6) If the Class Required Amount Shortfall is greater than zero after giving effect to clause (1), an amount equal to the lesser of

 

(x)

The Class Required Amount Shortfall and

 

(y)

the amount remaining on deposit in the Group Finance Charge Collections Reallocation Account after giving effect to clause (5) above

will be withdrawn from the Group Finance Charge Collections Reallocation Account and deposited in the Series Distribution Account.

(7) If the Class Investor Charged-Off Amount is greater than zero after giving effect to clause (2), an amount equal to the lesser of

 

(x)

The Class Investor Charged-Off Amount and

 

(y)

the amount remaining on deposit in the Group Finance Charge Collections Reallocation Account after giving effect to clause (6) above

will be withdrawn from the Group Finance Charge Collections Reallocation Account and deposited in the Series Principal Collections Account.

(8) Amounts remaining on deposit in the Group Finance Charge Collections Reallocation Account after giving effect to the allocations in clause (7) above shall, for so long as any Series other than this Series, Series 2007-CC or Series 2009-CE is outstanding, be withdrawn from the Group Finance Charge Collections Reallocation Account and paid to the Trustee as administrator of the Credit Enhancement for application in accordance with the provisions of the Credit Enhancement Agreements of the other applicable Series (as defined in the applicable Series Supplements for such other Series) or, if no Series other than this Series, Series 2007-CC and Series 2009-CE is outstanding, be withdrawn from the Group Finance Charge Collections Reallocation Account and paid to the Holder of the Seller Certificate. For purposes of calculating the amount to be withdrawn from the Group Finance Charge Collections Reallocation Account and paid to the Trustee as administrator of the Credit Enhancement for application in accordance with the Credit Enhancement Agreements of the other applicable Series, the Series Investor Interest of the Series established hereby shall be treated as zero.

(9) Any amounts remaining on deposit in the Series Collections Account for this Series shall be withdrawn from the Series Collections Account and deposited into the Series Principal Collections Account.

(10) On each Distribution Date, an