Common use of Issuance of Trust Certificates Clause in Contracts

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary’s Beneficial Interest in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement. (b) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (c) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (d) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary’s Beneficial Interest in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement. (b) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (c) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (d) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary’s Beneficial Interest in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement. (b) Concurrently with the execution of this Agreement, the Owner Trustee shall cause a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of Capital One Funding, as a Transferor, signed by any Vice President or more senior officer of such Transferor, without further corporate action by such Transferor. The Trust Certificate shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (cd) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (de) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with the execution and delivery of this the Third Amended and Restated Trust Agreement, the trust certificate owned by Discover Bank FIA under the Original Second Amended and Restated Trust Agreement has been was presented by Discover Bank FIA to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon the execution and delivery of this the Third Amended and Restated Trust Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue registered that transfer and deliver issued and delivered to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A to the Third Amended and Restated Trust Agreement (the “Prior Trust Certificate”) evidencing the Beneficiary’s beneficial interest in the Trust. Upon the execution and delivery of this Agreement, the Beneficiary will exchange the Prior Trust Certificate for, and the Trust will replace the Prior Trust Certificate with, a reissued certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary’s Beneficial Interest 's continued beneficial interest (the “Ownership Interest”) in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall continues to be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement. (b) In connection with the issuance described in Section 10.01(a), the Owner Trustee caused a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Beneficiary, signed by any Vice President or more senior officer of the Beneficiary, without further corporate action by the Beneficiary. The Trust Certificate does not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary will be is entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be is subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (cd) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (de) When the The Prior Trust Certificate is was duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this the Third Amended and Restated Trust Agreement, and the Trust Certificate will be has been fully paid, validly issued, non-assessable and entitled to the benefits of the Third Amended and Restated Trust Agreement. When the Trust Certificate is duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with this Agreement and exchanged for the Prior Trust Certificate, the Trust Certificate shall be fully paid, validly issued non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with the execution and delivery of this the Third Amended and Restated Trust Agreement, the trust certificate owned by Discover Bank FIA under the Original Second Amended and Restated Trust Agreement has been was presented by Discover Bank FIA to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon the execution and delivery of this the Third Amended and Restated Trust Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue registered that transfer and deliver issued and delivered to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto to the Third Amended and Restated Trust Agreement (the “"Prior Trust Certificate”") evidencing the Beneficiary’s Beneficial Interest 's beneficial interest in the Note Issuance Trust. Upon the execution and delivery of this Agreement, the Beneficiary will exchange the Prior Trust Certificate for, and the Trust will replace the Prior Trust Certificate with, a reissued certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the "Trust Certificate") evidencing the Beneficiary's continued beneficial interest (the "Ownership Interest") in the Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall continues to be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement. (b) In connection with the issuance described in Section 10.01(a), the Owner Trustee caused a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Beneficiary, signed by any Vice President or more senior officer of the Beneficiary, without further corporate action by the Beneficiary. The Trust Certificate does not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary will be is entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be is subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (cd) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (de) When the The Prior Trust Certificate is was duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this the Third Amended and Restated Trust Agreement, and the Trust Certificate will be has been fully paid, validly issued, non-assessable and entitled to the benefits of the Third Amended and Restated Trust Agreement. When the Trust Certificate is duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with this Agreement and exchanged for the Prior Trust Certificate, the Trust Certificate shall be fully paid, validly issued non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the each Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “each, a "Trust Certificate”") evidencing such Beneficiary's respective ownership interests (the Beneficiary’s Beneficial Interest "Ownership Interests") in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement. (b) The Beneficiary Trust Certificate will be executed by manual signature on behalf of the Trustee by an authorized officer. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. Each Trust Certificate will be dated the date of its execution. (c) The Beneficiaries will be entitled to all rights provided to it them under this Agreement and in the Trust Certificate Certificates and will be subject to the terms and conditions contained in this Agreement and in the Trust CertificateCertificates. (cd) The Owner Trustee will maintain at its office referred to in Section 2.082.07, or at the office of any agent appointed by it and approved in writing by the Managing Beneficiary, a register for the registration of the Trust CertificateCertificates. Such register will show the name and address of the each holder of the a Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (d) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary’s Beneficial Interest beneficial interest (the “Ownership Interest”) in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement. (b) Concurrently with the initial assignment of the Collateral Certificate to the Trust, the Owner Trustee shall cause a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Transferor, signed by any Vice President or more senior officer of the Transferor, without further corporate action by the Transferor. The Trust Certificate shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (cd) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (de) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “"Trust Certificate”") evidencing the Beneficiary’s 's Beneficial Interest in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement. (a) Concurrently with the execution of this Agreement, the Owner Trustee shall cause a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of Capital One Funding, as a Transferor, signed by any Vice President or more senior officer of such Transferor, without further corporate action by such Transferor. The Trust Certificate shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (b) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (c) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (d) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “"Trust Certificate”") evidencing the Beneficiary’s 's beneficial interest (the "Beneficial Interest Interest") in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement. (b) Concurrently with the initial transfer and assignment of the Collateral Certificate to the Trust, the Owner Trustee shall cause a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Beneficiary, signed by any Vice President or more senior officer of the Beneficiary, without further corporate action by the Beneficiary. The Trust Certificate shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (cd) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (de) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary’s Beneficial Interest in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement. (b) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (c) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (d) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with the execution and delivery of this the Amended and Restated Trust Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been was presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this the Amended and Restated Trust Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue issued and deliver delivered to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A thereto evidencing the Beneficiary’s Beneficial Interest in the Note Issuance Trust. The parties confirm and acknowledge that, in connection with the execution and delivery of this Agreement, the trust certificate owned by the Beneficiary under the Amended and Restated Trust Agreement has been presented by the Beneficiary to the Note Issuance Trust with a request to register the exchange of such trust certificate for a new certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary’s continuing Beneficial Interest in the Note Issuance Trust. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary the Trust Certificate. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall continue to be the sole beneficial owner of the Note Issuance Trust and (ii) shall continue to be bound by the provisions of this Agreement. (b) The Beneficiary will be is entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be is subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (c) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (d) The prior trust certificate owned by the Beneficiary under the Amended and Restated Trust Agreement was duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with the Amended and Restated Trust Agreement, and the such trust certificate has been fully paid, validly issued, non-assessable and entitled to the benefits of the Amended and Restated Trust Agreement. When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement and exchanged for the prior trust certificate owned by the Beneficiary under the Amended and Restated Trust Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with the execution and delivery of this Agreement, the trust certificate owned by Discover Bank FIA under the Original Second Amended and Restated Trust Agreement has been presented by Discover Bank FIA to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon the execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will register that transfer and will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary’s Beneficial Interest beneficial interest (the “Ownership Interest”) in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement. (b) In connection with the issuance described in Section 10.01(a), the Owner Trustee shall cause a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Beneficiary, signed by any Vice President or more senior officer of the Beneficiary, without further corporate action by the Beneficiary. The Trust Certificate shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (cd) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (de) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “"Trust Certificate”") evidencing the Beneficiary’s Beneficial Interest 's beneficial interest (the "Ownership Interest") in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement. (b) Concurrently with the initial assignment of the Collateral Certificate to the Trust, the Owner Trustee shall cause a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Transferor, signed by any Vice President or more senior officer of the Transferor, without further corporate action by the Transferor. The Trust Certificate shall not entitle its holder to any benefit under this Agreement,or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (cd) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (de) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following ------------------------------ the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “--------- "Trust Certificate”") evidencing the Beneficiary’s Beneficial Interest 's ownership interest (the ----------------- "Ownership Interest") in the Note Issuance Trust. ------------------ (b) The Beneficiary, in its capacity as the holder Trust Certificate will be executed by manual signature on behalf of the Trust Certificate, (i) shall be the sole beneficial owner by an authorized officer of the Note Issuance Owner Trustee. A Trust and (ii) shall Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be bound by so authorized prior to the provisions delivery of this Agreementsuch Trust Certificate. The Trust Certificate will be dated the date of its execution. (bc) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (cd) The Owner Trustee will maintain at its office referred to in Section 2.082.07, or at the office of any agent appointed by it and approved in ------------ writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (de) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-non- assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (avii) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue execute and deliver to the Beneficiary Depositor, as the sole initial Beneficiary, a certificate of beneficial ownership of the Trust Estate substantially interest in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary’s Beneficial Interest beneficial interest (the “Ownership Interest”) in the Note Issuance Trust. (a) The Trust Certificate will be executed by manual signature on behalf of the Owner Trustee by an authorized officer. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized before the delivery of such Trust Certificate. The Beneficiary, in Trust Certificate will be dated the date of its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreementexecution. (b) The Beneficiary will be entitled to all rights provided to it under this Trust Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Trust Agreement and in the Trust Certificate. (c) The Owner Trustee will maintain at its office referred to in Section 2.082.05, or at the office of any agent appointed by it and approved in writing by the BeneficiaryDepositor, a register for the registration and transfer of the Trust Certificate. Such register will show the name and address of the holder of the a Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (d) When the Any issuance of additional Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by Certificates representing additional Ownership Interests will be effective only upon issuance of a Tax Opinion, which will not be an expense of the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this AgreementTrustee.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “"Trust Certificate”") evidencing the Beneficiary’s 's Beneficial Interest in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement. (b) Concurrently with the execution of this Agreement, the Owner Trustee shall cause a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of Capital One Funding, as a Transferor, signed by any Vice President or more senior officer of such Transferor, without further corporate action by such Transferor. The Trust Certificate shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (cd) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (de) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary’s Beneficial Interest continued beneficial interest (the “Ownership Interest”) in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) Beneficiary shall be bound by the provisions of this Agreement. (b) In connection with the issuance described in subsection 10.01(a), the Owner Trustee will execute on behalf of the Trust a single Trust Certificate, which such Trust Certificate will be authenticated in accordance with this Agreement and delivered to or upon the written order of the Beneficiary. No Trust Certificate shall entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly and validly authorized, issued, authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (c) The Beneficiary will be is entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be is subject to the terms and conditions contained in this Agreement and in the Trust Certificate. As of the date of this Agreement, Funding shall be the sole beneficial owner of the Trust. (cd) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (d) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following ------------------------------ the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “--------- "Trust Certificate”") evidencing the Beneficiary’s Beneficial Interest 's ownership interest (the ----------------- "Ownership Interest") in the Note Issuance Trust. ------------------ (b) The Beneficiary, in its capacity as the holder Trust Certificate will be executed by manual signature on behalf of the Trust Certificate, (i) shall be the sole beneficial owner by an authorized officer of the Note Issuance Owner Trustee. A Trust and (ii) shall Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be bound by so authorized prior to the provisions delivery of this Agreementsuch Trust Certificate. The Trust Certificate will be dated the date of its execution. (bc) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (cd) The Owner Trustee will maintain at its office referred to in Section 2.082.07, or at the office of any agent appointed by it and approved in ------------ writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (d) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “"Trust Certificate”") evidencing the Beneficiary’s Beneficial Interest 's ownership interest (the "Ownership Interest") in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement. (b) The Trust Certificate will be executed by manual signature on behalf of the Trust by an authorized officer of the Owner Trustee. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its execution. (c) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (cd) The Owner Trustee will maintain at its office referred to in Section 2.082.07, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (de) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with Promptly following the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to Citibank, as the Beneficiary current Beneficiary, a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the a “Trust Certificate”) evidencing the Beneficiary’s Beneficial Interest ownership interest (the “Ownership Interest”) in the Note Issuance Trust. The Beneficiary, Trust in its capacity as the holder of exchange for the Trust CertificateCertificates issued to Citibank (South Dakota) and Citibank (Nevada) pursuant to the Prior Trust Agreement, (i) which the Trustee will promptly cancel. If such Trust Certificates are unavailable, Citibank shall provide a lost certificate affidavit including indemnity to the Trustee, which shall be in a form reasonably acceptable to the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this AgreementTrustee, as provided in Section 10.03. (b) Each Trust Certificate will be executed by manual signature on behalf of the Trustee by an authorized officer. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized before the delivery of such Trust Certificate. Each Trust Certificate will be dated the date of its execution. (c) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (cd) The Owner Trustee will maintain at its office referred to in Section 2.082.07, or at the office of any agent appointed by it and approved in writing by the Managing Beneficiary, a register for the registration and transfer of the Trust CertificateCertificates. Such register will show the name and address of the each holder of the a Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (d) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.