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
delivery of the Series 2007-CC Collateral Certificate to the Note Issuance Trust shall occur in the State of New York.
Section 4. Allocations . All allocations with respect to the Series 2007-CC Collateral Certificate shall be made in accordance with the terms of the Series Supplement and the Pooling and Servicing Agreement. Al