Exhibit 4.4
Execution Copy
Collateral Certificate Transfer Agreement
THIS COLLATERAL CERTIFICATE TRANSFER
AGREEMENT (this “ Agreement ”), by and between
DISCOVER BANK, a Delaware banking corporation, as Depositor
(“ Discover Bank ”), and DISCOVER CARD EXECUTION
NOTE TRUST (the “ Note Issuance Trust ”) is made
and entered into as of July 26, 2007.
All terms used herein which are
defined in the Trust Agreement dated as of July 2, 2007
between Discover Bank and Wilmington Trust Company, as owner
trustee (the “ Owner Trustee ”), the Indenture
dated as of July 26, 2007 between the Note Issuance Trust and
U.S. Bank National Association in its capacity as Indenture Trustee
(the “ Indenture Trustee”) or the Indenture
Supplement for the DiscoverSeries Notes (the “
Indenture Supplement ”) dated as of July 26, 2007
between the Note Issuance Trust and the Indenture Trustee, each as
may be amended, restated, amended and restated, supplemented,
replaced or otherwise modified from time to time, either directly
or by reference therein, have the meanings assigned to them
therein.
Section 1. Transfer and
Consideration . In consideration of the Note Issuance
Trust’s payment to Discover Bank of the net proceeds of the
initial sale of Notes, Discover Bank does hereby transfer, assign,
set over, pledge and otherwise convey to the Note Issuance Trust,
without recourse (subject to the obligations herein), all right,
title and interest of Discover Bank in and to the
Series 2007-CC Collateral Certificate and the proceeds
thereof. The Series 2007-CC Collateral Certificate is issued
by the Discover Card Master Trust I (the “ Master
Trust ”) pursuant to the Amended and Restated Pooling and
Servicing Agreement, as amended (the “ Amended and
Restated Pooling and Servicing Agreement ”) dated as of
November 3, 2004 between Discover Bank and U.S. Bank National
Association and the Series 2007-CC Supplement (the “
Series Supplement ”) thereto as of July 26, 2007
between Discover Bank and U.S. Bank National Association. The
parties to this Agreement intend that the conveyance of the
Series 2007-CC Collateral Certificate and the proceeds thereof
pursuant to this Agreement constitute a sale, and not a secured
borrowing, for accounting purposes. If, notwithstanding such
intention, the conveyance of the Series 2007-CC Collateral
Certificate from Discover Bank to the Note Issuance Trust shall
ever be characterized as a secured loan and not a sale, this
Agreement shall be deemed to constitute a security agreement within
the meaning of the UCC, and the conveyance by Discover Bank
provided for in this Agreement shall be deemed to be a grant by
Discover Bank to the Note Issuance Trust of a security interest in
and to all of Discover Bank’s right, title and interest,
whether now owned or hereafter acquired, in, to and under the
Series 2007-CC Collateral Certificate, all accounts, general
intangibles, chattel paper, instruments, documents, goods, money,
investment property, deposit accounts, letters of credit and
letter-of-credit rights consisting of, arising from, or relating to
the Series 2007-CC Collateral Certificate, and the proceeds
thereof, to secure the obligations of Discover Bank
hereunder.
Section 2. Acceptance by the
Note Issuance Trust . The Note Issuance Trust hereby
acknowledges its acceptance of all right, title and interest to the
property, now existing and hereafter created, conveyed to the Note
Issuance Trust pursuant to Section 1.
Section 3. Closing . The
transfer, assignment, set over, pledge and conveyance of the
Series 2007-CC Collateral Certificate shall take place at the
offices of Latham & Watkins LLP, Sears Tower, Suite 5800,
Chicago, IL 60606 on July 26, 2007; provided, however, that
physical
