Common use of Transfer and Consideration Clause in Contracts

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.

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 Agreement (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.