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 '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. (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 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 '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 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 '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.