Common use of Transfer of Collateral Certificate Clause in Contracts

Transfer of Collateral Certificate. (a) FIA, as the initial transferor, transferred, assigned, set over, pledged and otherwise conveyed to the Trust, without recourse (subject to the obligations in the First Amended and Restated Trust Agreement, and as of the date hereof, subject to the obligations herein), all right, title and interest of FIA in and to the Predecessor Collateral Certificate and the proceeds thereof (the “Original Conveyance”). The Original Conveyance of the Predecessor Collateral Certificate and the proceeds thereof was and still is intended to constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, FIA, as the initial transferor, also granted to the Trust a security interest, which security interest is continuing, in and to all of FIA’s right, title and interest, whether then owned or thereafter acquired, in, to and under the Predecessor Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter of credit rights, advices of credit and investment property consisting of, arising from, or relating to the Predecessor Collateral Certificate, and the proceeds thereof, to secure the obligations of FIA as the initial transferor. (b) To the extent that BANA, as successor by merger to FIA, retained any interest in the Predecessor Collateral Certificate, BANA, as successor by merger to FIA, as the initial transferor, hereby grants to the Indenture Trustee for the benefit of the holders of the Notes a security interest in and to all of BANA’s right, title, and interest, whether then owned or thereafter acquired, in, to, and under the Predecessor Collateral Certificate and the Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter-of-credit rights, advices of credit, and investment property consisting of, arising from, or relating to the Predecessor Collateral Certificate and the Collateral Certificate, and the proceeds thereof (collectively, the “Indenture Collateral”), to secure performance of BANA as successor by merger to FIA, as the initial transferor. (c) Immediately following the Merger and on the date hereof (i) the Predecessor Collateral Certificate was exchanged by the Trust so that it could be cancelled and replaced with a certificate described in clause (ii) that memorialized the Merger and clarified and updated references therein to account for the Merger, and (ii) the Collateral Certificate was issued in the name of the Trust as a replacement for the Predecessor Collateral Certificate pursuant to the Series 2001-D Supplement. The parties agree, acknowledge and confirm that (A) the Original Conveyance has taken place, (B) as a result of the Merger, BANA became obligated for all of FIA’s obligations in connection with the Original Conveyance and (C) the issuance of the Collateral Certificate as a replacement for the Predecessor Collateral Certificate is not intended to modify any of BANA’s obligations with respect thereto. (d) The parties intend and agree that, since the transfers by FIA pursuant to the Original Trust Agreement, all right, title, and interest in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof have been owned solely by the Trust, subject only to the security interest of the Indenture Trustee under the Indenture. If the Transferor or BANA were determined to have any right, title, or interest in, to, or under the Collateral Certificate, any other item of the Trust Estate, or any proceeds thereof despite this intent of the parties, each of the Transferor and BANA hereby transfers and assigns to the Trust, without recourse, all of its right, title, and interest in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof and further grants to the Trust a security interest in all of the its right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof (collectively, the “Trust Collateral”) to secure its obligations under this Agreement. The parties intend that these transfers by the Transferor constitute a sale, and not a secured borrowing, for accounting purposes. These transfers by the Transferor and BANA are a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph.

Transfer of Collateral Certificate. (a) FIADiscover Bank, as the initial transferorseller, transferred, assigned, set over, pledged and otherwise conveyed to the Note Issuance Trust, without recourse (subject to the obligations in the First Amended and Restated Trust Series 2007-CC Collateral Certificate Transfer Agreement, and as of the date hereof, subject to the obligations herein), all right, title and interest of FIA Discover Bank in and to the Predecessor Series 2007-CC Collateral Certificate and the proceeds thereof (the “Original Conveyance”)thereof. The Original Conveyance Such conveyance of the Predecessor Series 2007-CC Collateral Certificate and the proceeds thereof was and still is intended to constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, FIADiscover Bank, as the initial transferorseller, also granted to the Note Issuance Trust a security interest, which security interest is continuing, in and to all of FIADiscover Bank’s right, title and interest, whether then owned or thereafter acquired, in, to and under the Predecessor Series 2007-CC Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter of credit rights, advices of credit and investment property consisting of, ; arising from, or relating to the Predecessor Collateral Certificate, and the proceeds thereof, to secure the obligations of FIA as the initial transferor. (b) To the extent that BANA, as successor by merger to FIA, retained any interest in the Predecessor Collateral Certificate, BANA, as successor by merger to FIA, as the initial transferor, hereby grants to the Indenture Trustee for the benefit of the holders of the Notes a security interest in and to all of BANA’s right, title, and interest, whether then owned or thereafter acquired, in, to, and under the Predecessor Collateral Certificate and the Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letterSeries 2007-of-credit rights, advices of credit, and investment property consisting of, arising from, or relating to the Predecessor Collateral Certificate and the CC Collateral Certificate, and the proceeds thereof (collectively, the “Indenture Collateral”), to secure performance the obligations of BANA as successor by merger to FIA, Discover Bank as the initial transferor. (c) Immediately following the Merger and on the date hereof (i) the Predecessor Collateral Certificate was exchanged by the Trust so that it could be cancelled and replaced with a certificate described in clause (ii) that memorialized the Merger and clarified and updated references therein to account for the Merger, and (ii) the Collateral Certificate was issued in the name of the Trust as a replacement for the Predecessor Collateral Certificate pursuant to the Series 2001-D Supplement. The parties agree, acknowledge and confirm that (A) the Original Conveyance has taken place, (B) as a result of the Merger, BANA became obligated for all of FIA’s obligations in connection with the Original Conveyance and (C) the issuance of the Collateral Certificate as a replacement for the Predecessor Collateral Certificate is not intended to modify any of BANA’s obligations with respect thereto. (db) The parties intend and agree that, since the transfers transfer by FIA pursuant to the Original Trust AgreementDiscover Bank specified in Section 2.5(a) above, all right, title, and interest in, to, and under the Series 2007-CC Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof have been owned solely by the Note Issuance Trust, subject only to the security interest of the Indenture Trustee under the Indenture. If the Transferor or BANA Discover Funding were determined to have any right, title, or interest in, to, or under the Series 2007-CC Collateral Certificate, any other item of the Trust Estate, or any proceeds thereof despite this intent of the parties, each of the Transferor and BANA Discover Funding hereby transfers and assigns to the Note Issuance Trust, without recourse, all of its Discover Funding’s right, title, and interest in, to, and under the Series 2007-CC Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof and further grants to the Note Issuance Trust a security interest in all of the its Discover Funding’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Series 2007-CC Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof (collectively, the “Trust Collateral”) to secure its the obligations under this Agreementof Discover Funding. The parties intend that these transfers by the Transferor Discover Funding constitute a sale, and not a secured borrowing, for accounting purposes. These transfers by the Transferor and BANA Discover Funding are a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph. Discover Bank hereby transfers and assigns all of its rights and obligations under the Series 2007-CC Collateral Certificate Transfer Agreement to Discover Funding.

Transfer of Collateral Certificate. (a) FIADiscover Bank, as the initial transferor, transferred, assigned, set over, pledged and otherwise conveyed to the Note Issuance Trust, without recourse (subject to the obligations in the First Amended and Restated Trust Collateral Certificate Transfer Agreement, and as of the date hereof, subject to the obligations herein), all right, title and interest of FIA Discover Bank in and to the Predecessor Collateral Certificate and the proceeds thereof (the “Original Conveyance”)thereof. The Original Conveyance Such conveyance of the Predecessor Collateral Certificate and the proceeds thereof was and still is intended to constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, FIADiscover Bank, as the initial transferor, also granted to the Note Issuance Trust a security interest, which security interest is continuing, in and to all of FIADiscover Bank’s right, title and interest, whether then owned or thereafter acquired, in, to and under the Predecessor Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter of credit rights, advices of credit and investment property consisting of, ; arising from, or relating to the Predecessor Collateral Certificate, and the proceeds thereof, to secure the obligations of FIA as the initial transferor. (b) To the extent that BANA, as successor by merger to FIA, retained any interest in the Predecessor Collateral Certificate, BANA, as successor by merger to FIA, as the initial transferor, hereby grants to the Indenture Trustee for the benefit of the holders of the Notes a security interest in and to all of BANA’s right, title, and interest, whether then owned or thereafter acquired, in, to, and under the Predecessor Collateral Certificate and the Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter-of-credit rights, advices of credit, and investment property consisting of, arising from, or relating to the Predecessor Collateral Certificate and the Collateral Certificate, and the proceeds thereof (collectively, the “Indenture Collateral”), to secure performance the obligations of BANA as successor by merger to FIA, Discover Bank as the initial transferor. (c) Immediately following the Merger and on the date hereof (i) the Predecessor Collateral Certificate was exchanged by the Trust so that it could be cancelled and replaced with a certificate described in clause (ii) that memorialized the Merger and clarified and updated references therein to account for the Merger, and (ii) the Collateral Certificate was issued in the name of the Trust as a replacement for the Predecessor Collateral Certificate pursuant to the Series 2001-D Supplement. The parties agree, acknowledge and confirm that (A) the Original Conveyance has taken place, (B) as a result of the Merger, BANA became obligated for all of FIA’s obligations in connection with the Original Conveyance and (C) the issuance of the Collateral Certificate as a replacement for the Predecessor Collateral Certificate is not intended to modify any of BANA’s obligations with respect thereto. (db) The parties intend and agree that, since the transfers by FIA pursuant to the Original Trust AgreementDiscover Bank, all right, title, and interest in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof have been owned solely by the Note Issuance Trust, subject only to the security interest of the Indenture Trustee under the Indenture. If , if the Transferor or BANA were determined to have any right, title, or interest in, to, or under the Collateral Certificate, any other item of the Trust Estate, or any proceeds thereof despite this intent of the parties, each of the Transferor and BANA hereby transfers and assigns to the Note Issuance Trust, without recourse, all of its the Transferor’s right, title, and interest in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof and further grants to the Note Issuance Trust a security interest in all of the its Transferor’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof (collectively, the “Trust Collateral”) to secure its the obligations of the Transferor under this Agreement. The parties intend that these transfers by the Transferor constitute a sale, and not a secured borrowing, for accounting purposes. These transfers by the Transferor and BANA are a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph. Discover Bank hereby transfers and assigns all of its rights and obligations under the Collateral Certificate Transfer Agreement to the Transferor.

Transfer of Collateral Certificate. (a) FIA, as the initial transferor, transferred, assigned, set over, pledged and otherwise conveyed to the Trust, without recourse (subject to the obligations in the First Amended and Restated Trust Agreement, and as of the date hereof, subject to the obligations herein), all right, title and interest of FIA in and to the Predecessor Collateral Certificate and the proceeds thereof (the “Original Conveyance”)thereof. The Original Conveyance That conveyance of the Predecessor Collateral Certificate and the proceeds thereof was and still is intended to constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, FIA, as the initial transferor, also granted to the Trust a security interest, which security interest is continuing, in and to all of FIA’s right, title and interest, whether then owned or thereafter acquired, in, to and under the Predecessor Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter of credit rights, advices of credit and investment property consisting of, arising from, or relating to the Predecessor Collateral Certificate, and the proceeds thereof, to secure the obligations of FIA as the initial transferor. (b) To the extent that BANA, as successor by merger to FIA, FIA retained any interest in the Predecessor Collateral Certificate, BANA, as successor by merger to FIA, as the initial transferor, hereby grants further granted to the Indenture Trustee for the benefit of the holders of the Notes a security interest in and to all of BANAFIA’s right, title, and interest, whether then owned or thereafter acquired, in, to, and under the Predecessor Collateral Certificate and the Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter-of-credit rights, advices of credit, and investment property consisting of, arising from, or relating to the Predecessor Collateral Certificate and the Collateral Certificate, and the proceeds thereof (collectively, the “Indenture Collateral”), to secure performance of BANA as successor by merger to FIA, FIA as the initial transferor. (c) Immediately following the Merger and on the date hereof (i) the Predecessor Collateral Certificate was exchanged by the Trust so that it could be cancelled and replaced with a certificate described in clause (ii) that memorialized the Merger and clarified and updated references therein to account for the Merger, and (ii) the Collateral Certificate was issued in the name of the Trust as a replacement for the Predecessor Collateral Certificate pursuant to the Series 2001-D Supplement. The parties agree, acknowledge and confirm that (A) the Original Conveyance has taken place, (B) as a result of the Merger, BANA became obligated for all of FIA’s obligations in connection with the Original Conveyance and (C) the issuance of the Collateral Certificate as a replacement for the Predecessor Collateral Certificate is not intended to modify any of BANA’s obligations with respect thereto. (d) The parties intend and agree that, since the transfers by FIA pursuant to the Original Trust AgreementFIA, all right, title, and interest in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof have been owned solely by the Trust, subject only to the security interest of the Indenture Trustee under the Indenture. If the Transferor or BANA were determined to have any right, title, or interest in, to, or under the Collateral Certificate, any other item of the Trust Estate, or any proceeds thereof despite this intent of the parties, each of the Transferor and BANA hereby transfers and assigns to the Trust, without recourse, all of its the Transferor’s right, title, and interest in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof and further grants to the Trust a security interest in all of the its Transferor’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof (collectively, the “Trust Collateral”) to secure its the obligations of the Transferor under this Agreement. The parties intend that these transfers by the Transferor constitute a sale, and not a secured borrowing, for accounting purposes. These transfers by the Transferor and BANA are a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph.

Transfer of Collateral Certificate. (a) FIA, as In consideration of the Trust's delivery to or upon the order of the Transferor of the Trust Certificate and the net proceeds of the initial transferorsale of Notes, transferredthe Transferor does hereby transfer, assignedassign, set over, pledged pledge and otherwise conveyed convey to the Trust, without recourse (subject to the obligations in the First Amended and Restated Trust Agreement, and as of the date hereof, subject to the obligations herein), all right, title and interest of FIA the Transferor in and to the Predecessor Collateral Certificate and the proceeds thereof. The parties to this Agreement intend that the conveyance of the Collateral Certificate and the proceeds thereof (the “Original Conveyance”). The Original Conveyance of the Predecessor Collateral Certificate and the proceeds thereof was and still is intended pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, FIAthis Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, as and the initial transferor, also granted conveyance by the Transferor provided for in this Agreement shall be deemed to be and hereby is a grant by the Transferor to the Trust of a security interest, which security interest is continuing, in and to all of FIA’s the Transferor's right, title and interest, whether then now owned or thereafter hereafter acquired, in, to and under the Predecessor Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter of letter-of-credit rights, advices of credit and investment property consisting of, arising from, or relating to the Predecessor Collateral Certificate, and the proceeds thereof, to secure the obligations of FIA the Transferor hereunder. The Transferor and the Trust shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the initial transferorsecurity interest in the Collateral Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. (b) To the extent that BANA, as successor by merger to FIA, retained the Transferor retains any interest in the Predecessor Collateral Certificate, BANA, as successor by merger to FIA, as the initial transferor, Transferor hereby grants to the Indenture Trustee for the benefit of the holders of the Notes a security interest in and to all of BANA’s the Transferor's right, title, and interest, whether then now owned or thereafter hereafter acquired, in, to, and under the Predecessor Collateral Certificate and the Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter-of-credit rights, advices of credit, and investment property consisting of, arising from, or relating to the Predecessor Collateral Certificate and the Collateral Certificate, and the proceeds thereof (collectively, the “"Indenture Collateral”"), to secure performance of BANA as successor by merger to FIA, as the initial transferor. (c) Immediately following the Merger and on the date hereof (i) the Predecessor Collateral Certificate was exchanged by the Trust so that it could be cancelled and replaced with a certificate described in clause (ii) that memorialized the Merger and clarified and updated references therein to account for the Merger, and (ii) the Collateral Certificate was issued in the name all of the Trust as a replacement for obligations of the Predecessor Collateral Certificate pursuant Transferor hereunder. With respect to the Series 2001-D Supplement. The parties agreeIndenture Collateral, acknowledge and confirm that (A) the Original Conveyance has taken place, (B) as a result of the Merger, BANA became obligated for all of FIA’s obligations in connection with the Original Conveyance and (C) the issuance of the Collateral Certificate as a replacement for the Predecessor Collateral Certificate is not intended to modify any of BANA’s obligations with respect thereto. (d) The parties intend and agree that, since the transfers by FIA pursuant to the Original Trust Agreement, all right, title, and interest in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof have been owned solely by the Trust, subject only to the security interest of the Indenture Trustee under the Indenture. If the Transferor or BANA were determined to shall have any right, title, or interest in, to, or under the Collateral Certificate, any other item of the Trust Estate, or any proceeds thereof despite this intent of the parties, each of the Transferor and BANA hereby transfers and assigns to the Trust, without recourse, all of its right, title, and interest in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof and further grants to the Trust a security interest in all of the its right, title, and interest, whether now owned or hereafter acquired, in, to, and rights it has under the Collateral Certificate, Transaction Documents. The Indenture Trustee shall have all other items of the Trust Estate, and all proceeds thereof (collectively, the “Trust Collateral”) to secure its obligations under this Agreement. The parties intend that these transfers by the Transferor constitute a sale, and not rights of a secured borrowing, for accounting purposes. These transfers by creditor under the Transferor and BANA are a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraphUCC.

Transfer of Collateral Certificate. (a) FIA, as In consideration of the Trust’s delivery to or upon the order of the Transferor of the Trust Certificate and the net proceeds of the initial transferorsale of Notes, transferredthe Transferor does hereby transfer, assignedassign, set over, pledged pledge and otherwise conveyed convey to the Trust, without recourse (subject to the obligations in the First Amended and Restated Trust Agreement, and as of the date hereof, subject to the obligations herein), all right, title and interest of FIA the Transferor in and to the Predecessor Collateral Certificate and the proceeds thereof. The parties to this Agreement intend that the conveyance of the Collateral Certificate and the proceeds thereof (the “Original Conveyance”). The Original Conveyance of the Predecessor Collateral Certificate and the proceeds thereof was and still is intended pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, FIAthis Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, as and the initial transferor, also granted conveyance by the Transferor provided for in this Agreement shall be deemed to be and hereby is a grant by the Transferor to the Trust of a security interest, which security interest is continuing, in and to all of FIAthe Transferor’s right, title and interest, whether then now owned or thereafter hereafter acquired, in, to and under the Predecessor Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter of letter-of-credit rights, advices of credit and investment property consisting of, arising from, or relating to the Predecessor Collateral Certificate, and the proceeds thereof, to secure the obligations of FIA the Transferor hereunder. The Transferor and the Trust shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the initial transferorsecurity interest in the Collateral Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. (b) To the extent that BANA, as successor by merger to FIA, retained the Transferor retains any interest in the Predecessor Collateral Certificate, BANA, as successor by merger to FIA, as the initial transferor, Transferor hereby grants to the Indenture Trustee for the benefit of the holders of the Notes a security interest in and to all of BANAthe Transferor’s right, title, and interest, whether then now owned or thereafter hereafter acquired, in, to, and under the Predecessor Collateral Certificate and the Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter-of-credit rights, advices of credit, and investment property consisting of, arising from, or relating to the Predecessor Collateral Certificate and the Collateral Certificate, and the proceeds thereof (collectively, the “Indenture Collateral”), to secure performance of BANA as successor by merger to FIA, as the initial transferor. (c) Immediately following the Merger and on the date hereof (i) the Predecessor Collateral Certificate was exchanged by the Trust so that it could be cancelled and replaced with a certificate described in clause (ii) that memorialized the Merger and clarified and updated references therein to account for the Merger, and (ii) the Collateral Certificate was issued in the name all of the Trust as a replacement for obligations of the Predecessor Collateral Certificate pursuant Transferor hereunder. With respect to the Series 2001-D Supplement. The parties agreeIndenture Collateral, acknowledge and confirm that (A) the Original Conveyance has taken place, (B) as a result of the Merger, BANA became obligated for all of FIA’s obligations in connection with the Original Conveyance and (C) the issuance of the Collateral Certificate as a replacement for the Predecessor Collateral Certificate is not intended to modify any of BANA’s obligations with respect thereto. (d) The parties intend and agree that, since the transfers by FIA pursuant to the Original Trust Agreement, all right, title, and interest in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof have been owned solely by the Trust, subject only to the security interest of the Indenture Trustee under the Indenture. If the Transferor or BANA were determined to shall have any right, title, or interest in, to, or under the Collateral Certificate, any other item of the Trust Estate, or any proceeds thereof despite this intent of the parties, each of the Transferor and BANA hereby transfers and assigns to the Trust, without recourse, all of its right, title, and interest in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof and further grants to the Trust a security interest in all of the its right, title, and interest, whether now owned or hereafter acquired, in, to, and rights it has under the Collateral Certificate, Transaction Documents. The Indenture Trustee shall have all other items of the Trust Estate, and all proceeds thereof (collectively, the “Trust Collateral”) to secure its obligations under this Agreement. The parties intend that these transfers by the Transferor constitute a sale, and not rights of a secured borrowing, for accounting purposes. These transfers by creditor under the Transferor and BANA are a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraphUCC.

Transfer of Collateral Certificate. (a) FIA, as the initial transferor, transferred, assigned, set over, pledged and otherwise conveyed to the Trust, without recourse (subject to the obligations in the First Amended and Restated Trust Agreement, and as of the date hereof, subject to the obligations herein), all right, title and interest of FIA in and to the Predecessor Collateral Certificate and the proceeds thereof (the “"Original Conveyance”"). The Original Conveyance of the Predecessor Collateral Certificate and the proceeds thereof was and still is intended to constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, FIA, as the initial transferor, also granted to the Trust a security interest, which security interest is continuing, in and to all of FIA’s 's right, title and interest, whether then owned or thereafter acquired, in, to and under the Predecessor Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter of credit rights, advices of credit and investment property consisting of, arising from, or relating to the Predecessor Collateral Certificate, and the proceeds thereof, to secure the obligations of FIA as the initial transferor. (b) To the extent that BANA, as successor by merger to FIA, retained any interest in the Predecessor Collateral Certificate, BANA, as successor by merger to FIA, as the initial transferor, hereby grants to the Indenture Trustee for the benefit of the holders of the Notes a security interest in and to all of BANA’s 's right, title, and interest, whether then owned or thereafter acquired, in, to, and under the Predecessor Collateral Certificate and the Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter-of-credit rights, advices of credit, and investment property consisting of, arising from, or relating to the Predecessor Collateral Certificate and the Collateral Certificate, and the proceeds thereof (collectively, the “"Indenture Collateral”"), to secure performance of BANA as successor by merger to FIA, as the initial transferor. (c) Immediately following the Merger and on the date hereof (i) the Predecessor Collateral Certificate was exchanged by the Trust so that it could be cancelled and replaced with a certificate described in clause (ii) that memorialized the Merger and clarified and updated references therein to account for the Merger, and (ii) the Collateral Certificate was issued in the name of the Trust as a replacement for the Predecessor Collateral Certificate pursuant to the Series 2001-D Supplement. The parties agree, acknowledge and confirm that (A) the Original Conveyance has taken place, (B) as a result of the Merger, BANA became obligated for all of FIA’s 's obligations in connection with the Original Conveyance and (C) the issuance of the Collateral Certificate as a replacement for the Predecessor Collateral Certificate is not intended to modify any of BANA’s 's obligations with respect thereto. (d) The parties intend and agree that, since the transfers by FIA pursuant to the Original Trust Agreement, all right, title, and interest in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof have been owned solely by the Trust, subject only to the security interest of the Indenture Trustee under the Indenture. If the Transferor or BANA were determined to have any right, title, or interest in, to, or under the Collateral Certificate, any other item of the Trust Estate, or any proceeds thereof despite this intent of the parties, each of the Transferor and BANA hereby transfers and assigns to the Trust, without recourse, all of its right, title, and interest in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof and further grants to the Trust a security interest in all of the its right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof (collectively, the “"Trust Collateral”") to secure its obligations under this Agreement. The parties intend that these transfers by the Transferor constitute a sale, and not a secured borrowing, for accounting purposes. These transfers by the Transferor and BANA are a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph.