Common use of Beneficial Interest; Prohibitions on Transfer Clause in Contracts

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial Interest will initially be beneficially owned by Discover Bank. Transfers of all or a portion of the Beneficial Interest and the Trust Certificate may be made between Discover Bank and any other Person who is an Affiliate of Discover Bank (a “Permitted Affiliate Transferee”) upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Interest to any other Person, except to any Permitted Affiliate Transferee. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Master Trust Trustee and the Owner Trustee, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void. (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Interest substantially as follows: “THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.” (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Interest and the Trust Certificate complies with the Securities Act.

Beneficial Interest; Prohibitions on Transfer. (a) The As of the Effective Date, the Beneficial Interest will initially be beneficially owned by Discover BankFunding. Transfers of all or a portion of the Beneficial Interest and the Trust Certificate may be made between Discover Bank Funding and any other Person who is an Affiliate of Discover Bank (a “Permitted Affiliate Transferee”) upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Interest to any other Person, except to any Permitted Affiliate Transferee. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Master Trust Trustee and the Owner Trustee, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void. (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Interest substantially as follows: “THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE NOTE ISSUANCE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.” (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Interest and the Trust Certificate complies with the Securities Act.

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial As of the Merger Date, the Ownership Interest will initially be beneficially owned by Discover BankCitibank (as successor by merger to Citibank (South Dakota)). Transfers of all or a portion of the Beneficial Ownership Interest and the Trust Certificate Certificates may be made between Discover Bank Citibank and any other Person who is an Affiliate of Discover Bank Citibank (a “Permitted Affiliate Transferee”) upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such transfer). The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the a Trust Certificate or its Beneficial the Ownership Interest to any other Person, except (i) to any Permitted Affiliate Transferee, or (ii) to the extent a corresponding transfer of the Series 2000 Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the a Trust Certificate or Ownership Interest (1) to any Person (other than a transfer to a Permitted Transferee) will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to (each as defined in the Master Trust Trustee and the Owner TrusteeIndenture), which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is (2) not in compliance with the terms of this Section 10.02 will be null and void. (b) The Each Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial such Trust Certificate and related Ownership Interest substantially as follows: “THIS CERTIFICATE OF BENEFICIAL INTEREST MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED 1940 AND APPLICABLE STATE SECURITIES LAWS.” (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Interest and the Trust Certificate complies with the Securities Act.

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial Interest will initially be beneficially owned by Discover BankCapital One Funding. Transfers of all or a portion of the Beneficial Interest and the Trust Certificate may be made between Discover Bank Capital One Funding and any other Person who is an Affiliate of Discover Bank Capital One Funding (a “Permitted Affiliate Transferee”) upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Interest to any other Person, except to any Permitted Affiliate Transferee. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Master Trust Trustee and the Owner Trustee, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void. (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Interest substantially as follows: “THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.” (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Interest and the Trust Certificate complies with the Securities Act.

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial As of the date of this Agreement, the Ownership Interest will initially be beneficially owned by Discover BankFunding. Transfers of all or a portion of the Beneficial Ownership Interest and the Trust Certificate may be made between Discover Bank Funding and any other Person who is an Affiliate of Discover Bank Funding (a “Permitted Affiliate Transferee”) upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion Opinion, respectively, with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Ownership Interest to any other Person, except (i) to any Permitted Affiliate Transferee, or (ii) to the extent a corresponding transfer of the Collateral Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to (each as defined in the Master Trust Trustee and the Owner TrusteeIndenture), which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void. (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Ownership Interest substantially as follows: “THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.” (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Ownership Interest and the Trust Certificate complies with the Securities Act.

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial Interest Ownership Interests will initially be beneficially owned by Discover BankCitibank (South Dakota) and Citibank (Nevada). Transfers of all or a portion of the Beneficial Interest Ownership Interests and the Trust Certificate Certificates may be made between Discover Bank Citibank (South Dakota) and Citibank (Nevada) or to any other Person who is an Affiliate of Discover Bank Citibank (South Dakota) or Citibank (Nevada) (a “"Permitted Affiliate Transferee”) upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such transfer"). The No Beneficiary may not sell, participate, transfer, ,assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the a Trust Certificate or its Beneficial Ownership Interest to any other Person, except (i) to any Permitted Affiliate Transferee, or (ii) to the extent a corresponding transfer of the Series 2000 Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the a Beneficiary of all or any part of its right, title and interest in and to the a Trust Certificate or Ownership Interest by a Beneficiary to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Master Trust Trustee and the Owner TrusteePerson, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 10.02, will be null and void. (b) The Each Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Interest Ownership Interests substantially as follows: “"THIS CERTIFICATE OF BENEFICIAL INTEREST MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES "ACT”") OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED 1940 AND APPLICABLE STATE SECURITIES LAWS.” (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Interest and the Trust Certificate complies with the Securities Act."

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial --------------------------------------------- Ownership Interest will initially be beneficially owned by Discover BankMBNA. Transfers of all or a portion of the Beneficial Ownership Interest and the Trust Certificate may be made between Discover Bank MBNA and any other Person who is an Affiliate of Discover Bank MBNA (a “"Permitted Affiliate ------------------- Transferee”") upon delivery to the Master Trust Trustee and the Owner Trustee of ---------- a Master Trust Tax Opinion and an Issuer Tax Opinion Opinion, respectively, with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Ownership Interest to any other Person, except (i) to any Permitted Affiliate Transferee, or (ii) to the extent a corresponding transfer of the Collateral Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate or its Ownership Interest to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to (each as defined in the Master Trust Trustee and the Owner TrusteeIndenture), which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate or its Ownership Interest which is not in compliance with the terms of this Section 10.02 will be null and void.. ------------- (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Ownership Interest substantially as follows: “"THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”") OR ANY STATE SECURITIES LAWS AND MAY -------------- NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.”" (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Ownership Interest and the Trust Certificate complies with the Securities ActAct or with the Pooling and Servicing Agreement.

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial Ownership Interest will initially be beneficially owned by Discover BankDCWR. Transfers of all or a portion of the Beneficial Ownership Interest and the Trust Certificate may be made between Discover Bank DCWR and any other Person who is an Affiliate of Discover Bank DCWR (a “"Permitted Affiliate Transferee”") upon delivery to the Master CARCO Receivables Trust Trustee and the Owner Trustee of a Master CARCO Receivables Trust Tax Opinion and an Issuer Tax Opinion Opinion, respectively, with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Ownership Interest to any other Person, except (i) to any Permitted Affiliate Transferee, or (ii) to the extent a corresponding transfer of the Collateral Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate or its Ownership Interest to any Person will be effective only upon the issuance of a Master CARCO Receivables Trust Tax Opinion and an Issuer Tax Opinion to (each as defined in the Master Trust Trustee and the Owner TrusteeIndenture), which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate or its Ownership Interest which is not in compliance with the terms of this Section 10.02 will be null and void. (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Ownership Interest substantially as follows: “"THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”") OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.”" (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Ownership Interest and the Trust Certificate complies with the Securities ActAct or with the Pooling and Servicing Agreement.

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial As of the date of this Agreement, the Ownership Interest will initially be beneficially owned by Discover BankFunding. Transfers of all or a portion of the Beneficial Ownership Interest and the Trust Certificate may be made between Discover Bank Funding and any other Person who is an Affiliate of Discover Bank Funding (a “Permitted Affiliate Transferee”) upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion Opinion, respectively, with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Ownership Interest to any other Person, except (i) to any Permitted Affiliate Transferee, or (ii) to the extent a corresponding transfer of the Collateral Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to (each as defined in the Master Trust Trustee and the Owner TrusteeIndenture), which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void. (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Ownership Interest substantially as follows: “THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.”LAWS.”‌‌‌ (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Ownership Interest and the Trust Certificate complies with the Securities Act.

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial Interest will initially be beneficially owned by Discover BankNational City. Transfers of all or a portion of the Beneficial Interest and the Trust Certificate may be made between Discover Bank National City and any other Person who is an Affiliate of Discover Bank National City (a “"Permitted Affiliate Transferee”") upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion Opinion, respectively, with respect to such transfer. The To the fullest extent permitted by applicable law(s), the Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Interest to any other Person, except (i) to any Permitted Affiliate Transferee, or (ii) to the extent a corresponding transfer of the Collateral Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Master Trust Trustee and the Owner TrusteeOpinion, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void. (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Interest substantially as follows: “"THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”") OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.”" (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Interest and the Trust Certificate complies with the Securities Act.

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial Ownership Interest will initially be beneficially owned by Discover BankFIA. Transfers of all or a portion of the Beneficial Ownership Interest and the Trust Certificate may be made between Discover Bank FIA and any other Person who is an Affiliate of Discover Bank FIA (a “Permitted Affiliate Transferee”) upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion Opinion, respectively, with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Ownership Interest to any other Person, except (i) to any Permitted Affiliate Transferee, or (ii) to the extent a corresponding transfer of the Collateral Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to (each as defined in the Master Trust Trustee and the Owner TrusteeIndenture), which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void. (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Ownership Interest substantially as follows: “THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.” (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Ownership Interest and the Trust Certificate complies with the Securities Act.

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial Interest will initially be beneficially owned by Discover BankCapital One Funding. Transfers of all or a portion of the Beneficial Interest and the Trust Certificate may be made between Discover Bank Capital One Funding and any other Person who is an Affiliate of Discover Bank Capital One Funding (a “"Permitted Affiliate Transferee”") upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Interest to any other Person, except to any Permitted Affiliate Transferee. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Master Trust Trustee and the Owner Trustee, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void. (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Interest substantially as follows: “"THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”") OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.”" (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Interest and the Trust Certificate complies with the Securities Act.

Beneficial Interest; Prohibitions on Transfer. (a) The As of the date of this Agreement, the Beneficial Interest will initially be beneficially owned by Discover BankFunding. Transfers of all or a portion of the Beneficial Interest and the Trust Certificate may be made between Discover Bank Funding and any other Person who is an Affiliate of Discover Bank (a “Permitted Affiliate Transferee”) upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Interest to any other Person, except to any Permitted Affiliate Transferee. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Master Trust Trustee and the Owner Trustee, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void. (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Interest substantially as follows: “THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE NOTE ISSUANCE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.” (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Interest and the Trust Certificate complies with the Securities Act.

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial As of the date of this Agreement, the Ownership Interest will initially be beneficially owned by Discover BankFunding. Any Transfers of all or a portion of the Beneficial Ownership Interest and the Trust Certificate may be made between Discover Bank Funding and any other Person who is an Affiliate of Discover Bank Funding (a “Permitted Affiliate Transferee”) upon delivery ); provided that, unless Funding shall have delivered to the Master Trust Trustee and the Owner Trustee an Opinion of Counsel that such transfer will not cause the Trust to be subject to deduction or withholding of United States federal income tax, such Permitted Affiliate Transferee shall be a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such transfer“United States person” as defined in Section 7701(a)(30) of the Code. The To the fullest extent permitted by applicable law, the Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Ownership Interest to any other Person, except to any Permitted Affiliate Transferee. Any purported transfer Transfer by the Beneficiary of all or any part of its right, title and interest in and to either the Ownership Interest or the Trust Certificate to any Person will be effective only upon the issuance delivery to the Owner Trustee and the Indenture Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion to (as defined in the Master Trust Trustee and the Owner TrusteeIndenture), which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer Transfer by the Beneficiary of all or any part of its right, title and interest in and to either the Ownership Interest or the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void. (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Ownership Interest substantially as follows: “THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, EXCHANGED PARTICIPATED, PLEDGED, HYPOTHECATED, REHYPOTHECATED, EXCHANGED, DISPOSED OF, MADE THE SUBJECT OF A SECURITY INTEREST, OR OTHERWISE PLEDGED OR CONVEYED TRANSFERRED IN ANY OTHER MANNER EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.” (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Ownership Interest and the Trust Certificate complies with the Securities Act. (d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office or agency of the Owner Trustee to be maintained as provided in Section 10.01(d), and upon compliance with any provisions of this Agreement relating to such transfer or exchange, the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver to the party making such surrender, in the name of the designated transferee or transferees, one or more new Trust Certificates in any authorized denomination evidencing the same aggregate Ownership Interest. Each Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8BEN-E, W-8 ECI or W-9, as applicable, and such other documentation as may be required by the Owner Trustee in order to comply with Applicable Law, each in a form satisfactory to the Owner Trustee and the Trustee Bank, duly executed by the owner of the Ownership Interest or its attorney duly authorized in writing. Each Trust Certificate presented or surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Trustee Bank may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder.

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial As of the date of this Agreement, the Ownership Interest will initially be beneficially owned by Discover BankFunding. Transfers of all or a portion of the Beneficial Ownership Interest and the Trust Certificate may be made between Discover Bank Funding and any other Person who is an Affiliate of Discover Bank Funding (a “"Permitted Affiliate Transferee”") upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion Opinion, respectively, with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Ownership Interest to any other Person, except (i) to any Permitted Affiliate Transferee, or (ii) to the extent a corresponding transfer of the Collateral Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to (each as defined in the Master Trust Trustee and the Owner TrusteeIndenture), which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void. (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Ownership Interest substantially as follows: “"THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”") OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.”" (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Ownership Interest and the Trust Certificate complies with the Securities Act.

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial Ownership Interest will initially be beneficially owned by Discover BankMBNA. Transfers of all or a portion of the Beneficial Ownership Interest and the Trust Certificate may be made between Discover Bank MBNA and any other Person who is an Affiliate of Discover Bank MBNA (a “"Permitted Affiliate Transferee”") upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion Opinion, respectively, with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Ownership Interest to any other Person, except (i) to any Permitted Affiliate Transferee, or (ii) to the extent a corresponding transfer of the Collateral Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to (each as defined in the Master Trust Trustee and the Owner TrusteeIndenture), which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void. (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Ownership Interest substantially as follows: “"THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”") OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.”" (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Ownership Interest and the Trust Certificate complies with the Securities Act.

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial Interest Ownership Interests will initially be beneficially owned by Discover BankCitibank (South Dakota) and Citibank (Nevada). Transfers of all or a portion of the Beneficial Interest Ownership Interests and the Trust Certificate Certificates may be made between Discover Bank Citibank (South Dakota) and Citibank (Nevada) or to any other Person who is an Affiliate of Discover Bank Citibank (South Dakota) or Citibank (Nevada) (a “"Permitted Affiliate Transferee”) upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such transfer"). The No Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the a Trust Certificate or its Beneficial Ownership Interest to any other Person, except (i) to any Permitted Affiliate Transferee, or (ii) to the extent a corresponding transfer of the Series 2000 Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the a Beneficiary of all or any part of its right, title and interest in and to the a Trust Certificate or Ownership Interest (1) to any Person (other than a transfer between Citibank (Nevada) and Citibank (South Dakota)) will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to (each as defined in the Master Trust Trustee and the Owner TrusteeIndenture), which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is (2) not in compliance with the terms of this Section 10.02 will be null and void. (b) The Each Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Interest Ownership Interests substantially as follows: “"THIS CERTIFICATE OF BENEFICIAL INTEREST MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"SECURITIES ACT”") OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED 1940 AND APPLICABLE STATE SECURITIES LAWS.” (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Interest and the Trust Certificate complies with the Securities Act."

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial Interest Ownership Interests will initially at all times be beneficially owned by Discover BankCitibank (South Dakota) and Citibank (Nevada). Transfers of all or a portion of the Beneficial Interest and the Trust Certificate Ownership Interests may be made between Discover Bank and any other Person who is an Affiliate of Discover Bank (a “Permitted Affiliate Transferee”) upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such transfer. The Beneficiaries, but neither Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Ownership Interest to any other Person, except to any Permitted Affiliate Transfereethe extent a corresponding transfer of the Sellers' Interest and the Collateral Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the either Beneficiary of all or any part of its right, title and interest in and to this Agreement and the Trust Estate or any purported transfer of the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Master Trust Trustee and the Owner Trustee, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer its Ownership Interest by the Beneficiary of all to any Person, in whole or any part of its rightin part, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 the Pooling and Servicing Agreement, will be null and void. (b) The Each Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Interest Ownership Interests substantially as follows: “"THIS CERTIFICATE OF BENEFICIAL INTEREST MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES "ACT”") OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED 1940 AND APPLICABLE STATE SECURITIES LAWS.” (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Interest and the Trust Certificate complies with the Securities Act."

Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial --------------------------------------------- Ownership Interest will initially be beneficially owned by Discover BankMBNA. Transfers of all or a portion of the Beneficial Ownership Interest and the Trust Certificate may be made between Discover Bank MBNA and any other Person who is an Affiliate of Discover Bank MBNA (a “"Permitted Affiliate ------------------- Transferee”") upon delivery to the Master Trust Trustee and the Owner Trustee of ---------- a Master Trust Tax Opinion and an Issuer Tax Opinion Opinion, respectively, with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Ownership Interest to any other Person, except (i) to any Permitted Affiliate Transferee, or (ii) to the extent a corresponding transfer of the Series 2001-__ Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Master Trust Trustee and the Owner Trustee, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer its Ownership Interest by the Beneficiary of all or to any part of its rightPerson, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 10.02, will be null ------------- and void. (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Ownership Interest substantially as follows: “"THIS CERTIFICATE OF BENEFICIAL INTEREST MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”") OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR --- INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.”" (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Ownership Interest and the Trust Certificate complies with the Securities Act.