exv4w3



 






EXHIBIT 4.3




CREDIT ENHANCEMENT AGREEMENT




among




U.S. BANK NATIONAL ASSOCIATION




as Trustee,




DISCOVER BANK




as Master Servicer, Servicer and Seller




and




DISCOVER RECEIVABLES FINANCING CORPORATION




as Credit Enhancement Provider



 




Dated as of November 30, 2005



 




DISCOVER CARD MASTER TRUST I




SERIES 2005-3




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 1.   Defined Terms
	 	 	1	 
	SECTION 2.   Loan
	 	 	2	 
	SECTION 3.   Calculation of Amount of Interest Payable on the Loan
	 	 	2	 
	SECTION 4.   Payment of Interest on the Loan
	 	 	3	 
	SECTION 5.   Repayment of Principal of the Loan
	 	 	3	 
	SECTION 6.   Payments to the Holder of the Seller Certificate and the Master Servicer
	 	 	4	 
	SECTION 7.   Deposits to and Withdrawals from the Credit Enhancement Account
	 	 	4	 
	SECTION 8.   Certain Additional Loans
	 	 	5	 
	SECTION 9.   Limited Obligation; Waiver of Setoff; Obligations Absolute
	 	 	6	 
	SECTION 10. Investments and Information
	 	 	6	 
	SECTION 11. Servicing Transfer
	 	 	6	 
	SECTION 12. Representations and Warranties
	 	 	7	 
	SECTION 13. Covenants
	 	 	8	 
	SECTION 14. Governing Law
	 	 	8	 
	SECTION 15. Termination
	 	 	8	 
	SECTION 16. Notices
	 	 	9	 
	SECTION 17. Bankruptcy
	 	 	9	 
	SECTION 18. Limitation of Remedies
	 	 	10	 
	SECTION 19. No Petition
	 	 	10	 
	SECTION 20. Amendments
	 	 	10	 
	SECTION 21. Successors and Assigns; Replacement of Credit Enhancement Provider
	 	 	10	 
	SECTION 22. Participation
	 	 	11	 






 









 





          CREDIT ENHANCEMENT AGREEMENT, dated as of November 30, 2005, among U.S. BANK NATIONAL
ASSOCIATION (formerly First Bank National Association, successor trustee to Bank of America
Illinois, formerly Continental Bank, National Association) as trustee (together with its successors
and assigns as trustee, the “Trustee”) for Discover Card Master Trust I (the “Trust”), DISCOVER
BANK (formerly Greenwood Trust Company) (“Discover Bank”) as Master Servicer, Servicer and Seller
with respect to the Trust and DISCOVER RECEIVABLES FINANCING CORPORATION as cash collateral
depositor (the “Credit Enhancement Provider”).




W I T N E S S E T H




          WHEREAS, Discover Bank as Master Servicer, Servicer and Seller and the Trustee have entered
into an Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004 (as the
same may from time to time be amended, modified or otherwise supplemented, the “Pooling and
Servicing Agreement”), and that certain Series Supplement, dated as of November 30, 2005 (as the
same may from time to time be amended, modified or otherwise supplemented, the “Series
Supplement”);




          WHEREAS, the Trust, pursuant to the Pooling and Servicing Agreement and the Series Supplement,
is issuing $1,578,948,000 in aggregate principal amount of Investor Certificates of Discover Card
Master Trust I, Series 2005-3 (the “Series”), which will entitle the holders thereof to interest
during the Revolving Period, the Accumulation Period, and the Amortization Period, if any, and
principal on the Class A Expected Final Payment Date, the Class B Expected Final Payment Date and
during the Amortization Period, if any;




          WHEREAS, the principal and interest payments on the Investor Certificates are to be funded by
Principal Collections and Finance Charge Collections received by the Trust on the Receivables and
other Trust income; and




          WHEREAS, it is a condition to the issuance of the Investor Certificates that at the closing on
the date hereof, the Credit Enhancement Provider make a term loan (the “Loan”) to the Trust, for
the benefit of the Investor Certificateholders of the Series, of $118,421,100 (7.5% of the Series
Initial Investor Interest), for deposit in the Credit Enhancement Account to provide additional
funds to make payments on the Investor Certificates under certain circumstances.




          NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and
valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the
parties hereto agree as follows:




          SECTION 1. DEFINED TERMS.




     (a) The capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement or the Series Supplement, as
applicable; provided, however, that such defined terms shall only have the meanings applicable to
Series 2005-3.



     (b) The following terms have the definitions set forth below:



          “Interest Period” means (i) with respect to the initial Distribution Date, the period
commencing on the Series Closing Date and ending on the day immediately preceding the initial
Distribution Date and (ii) with respect to each subsequent Distribution Date, the period commencing
on the preceding Distribution Date and ending on the day immediately preceding such Distribution
Date.




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          “Lender Rate” means, with respect to each Interest Period, the prime commercial lending rate
per annum established by the Trustee, as in effect on each day in the Interest Period.




          “LIBOR-Based Rate” means, with respect to each Interest Period, the per annum interest rate
equal to the London Interbank Offered Rate which appears on Telerate Page 3750 at approximately
11:00 a.m. (London time) two LIBOR Business Days prior to the first day of such Interest Period for
deposits of United States dollars for a period of time comparable to the Interest Period, and in an
amount comparable to the principal amount of the Loan, plus 0.35%.




          “Portfolio Yield” means, with respect to any Due Period, the annualized percentage equivalent
of a fraction, the numerator of which shall be the sum of (i) the amount of Finance Charge
Collections received during such Due Period, (ii) the amount of Series Yield Collections for each
Series then outstanding for such Due Period and (iii) the amount of Series Additional Funds for
each Series then outstanding for such Due Period, and the denominator of which shall be the total
amount of Principal Receivables in the Trust as of the first day of such Due Period.




          “Provider Amount” means, with respect to each Distribution Date, the lesser of (i) the unpaid
principal amount of the Loan (including any amounts loaned by the Credit Enhancement Provider
pursuant to Section 8 hereof) and (ii) the amount on deposit in the Credit Enhancement Account, in
each case before giving effect to any payments, allocations or distributions on such Distribution
Date.




          “Series Interest Payment Amount” means, for any Distribution Date, an amount equal to the
amount of interest payable on the Loan on such Distribution Date, including any accrued but unpaid
interest with respect to previous Interest Periods and interest thereon, less the amount paid to
the Credit Enhancement Provider on such Distribution Date pursuant to Section 4(a) hereof. The
Series Interest Payment Amount shall be the amount of interest payable pursuant to this Agreement
for purposes of calculating the “Credit Enhancement Fee” for the purpose of, and as such term is
defined in, the Series Supplement and such amount shall be paid in accordance with the provisions
of the Series Supplement.




          SECTION 2. LOAN.




          The Credit Enhancement Provider hereby makes a term loan to the Trust, for the benefit of the
Investor Certificateholders of the Series, on the Series Closing Date in an amount equal to
$118,421,100, receipt of which is hereby acknowledged by the Trustee. The amount of such Loan
shall be increased by the amount of any additional loan made by the Credit Enhancement Provider
pursuant to Section 8 hereof.





SECTION 3. CALCULATION OF AMOUNT OF INTEREST PAYABLE ON THE LOAN.



     (a) The Loan shall bear interest for each day during each Interest Period with
respect thereto at a rate per annum determined for such day as follows. To the extent the unpaid
portion of the principal of the Loan during such Interest Period equals or is less than the amount
on deposit in the Credit Enhancement Account, the rate for such Interest Period on such principal
portion shall be the LIBOR-Based Rate. To the extent any portion of the unpaid principal of the
Loan exceeds such amount on deposit, the rate for such Interest Period on such principal portion
shall be the Lender Rate.



     (b) Interest shall be payable monthly in arrears on each Distribution Date.
Interest on the Loan shall be calculated on the basis of the actual number of days elapsed during
the applicable Interest Period divided by (i) 360, to the extent the LIBOR-Based Rate is applicable, or (ii) 365 or
366, as the case may be, to the extent the Lender Rate is applicable. The Trustee shall, as soon
as practicable, notify the



2









 




Seller, the Master Servicer and the Credit Enhancement Provider of each
determination of the Lender Rate and of the LIBOR-Based Rate. Each determination thereof by the
Trustee pursuant to the provisions of this Agreement shall be conclusive and binding on the Seller,
the Master Servicer and the Credit Enhancement Provider, in the absence of manifest error.




     (c) If any portion of interest due and payable on a Distribution Date is not paid on
such Distribution Date, the unpaid portion of such interest shall be due and payable on the next
succeeding Distribution Date. Any interest that is not paid on the due date thereof shall accrue
interest from the Distribution Date on which such interest was due and payable to the date such
interest is actually paid at a rate per annum equal to the Lender Rate.



          SECTION 4. PAYMENT OF INTEREST ON THE LOAN.




          On each Distribution Date, the Trustee as administrator of the Credit Enhancement shall pay or
cause to be paid to the Credit Enhancement Provider the amount of accrued but unpaid interest on
the Loan from the funds and in the order of priority set forth below; provided, however, that such
payments shall not exceed the amount of accrued but unpaid interest on the Loan and that such
payments will be made only to the extent such funds are available:




     (a) interest and earnings (net of losses and investment expenses) accrued since the
preceding Distribution Date on the Provider Amount; and



     (b) the Series Interest Payment Amount, to the extent such amount has been paid to
the Trustee as administrator of the Credit Enhancement pursuant to the Series Supplement.



          SECTION 5. REPAYMENT OF PRINCIPAL OF THE LOAN. The principal amount of the Loan shall be due
and payable on the Series Termination Date. The Trust shall repay the unpaid principal balance of
the Loan in full on or before the Series Termination Date in accordance with the provisions of this
Agreement; provided, however, that the unpaid principal amount of the Loan shall only be paid from
the funds described below, and only to the extent such funds are available.




     (a) If, as of any Distribution Date, after giving effect to all other deposits to
and withdrawals from the Credit Enhancement Account as of such Distribution Date, the amount on
deposit in the Credit Enhancement Account exceeds the Total Maximum Credit Enhancement Amount, (i)
the amount of such excess, up to the amount, if any, by which the amount on deposit in the Credit
Enhancement Account exceeds the unpaid principal amount of the Loan, shall be withdrawn from the
Credit Enhancement Account and paid to Discover Bank on behalf of the Holder of the Seller
Certificate and (ii) the remaining amount of such excess, if any, after payment of any amounts to
be paid to Discover Bank on behalf of the Holder of the Seller Certificate pursuant to clause (i)
of this Section 5(a), shall be withdrawn from the Credit Enhancement Account and paid to the Credit
Enhancement Provider for application toward the unpaid principal amount of the Loan.



     (b) On the earlier to occur of (i) the Series Termination Date and (ii) the day on
which the Class Invested Amount with respect to each Class of the Series is paid in full, and after
payment of any amounts to be paid on such day from the Credit Enhancement Account to or for the
benefit of the Investor Certificateholders of the Series, all amounts remaining on deposit in the Credit Enhancement
Account, up to the amount of the unpaid principal amount of the Loan, shall be withdrawn from such
account and paid to the Credit Enhancement Provider for application toward the unpaid principal
amount of the Loan.




SECTION 6. PAYMENTS TO THE HOLDER OF THE SELLER CERTIFICATE AND THE MASTER
SERVICER.



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     (a) On each Distribution Date, the Trustee as administrator of the Credit
Enhancement shall pay or cause to be paid to Discover Bank on behalf of the Holder of the Seller
Certificate (i) the interest and earnings (net of losses and investment expenses) accrued since the
preceding Distribution Date on an amount equal to the positive difference, if any, between (x) the
amount on deposit in the Credit Enhancement Account and (y) the Provider Amount and (ii) the
positive difference, if any, between (x) the amount of interest and earnings (net of losses and
investment expenses) accrued since the preceding Distribution Date on the Provider Amount and (y)
the amount paid to the Credit Enhancement Provider on such Distribution Date pursuant to Section
4(a).



     (b) On each Distribution Date, an amount equal to the amount, if any, paid to the
Trustee as administrator of the Credit Enhancement pursuant to Section 9(b)(27) and 9(b)(32) of the
Series Supplement, shall be paid to Discover Bank on behalf of the Holder of the Seller
Certificate.



     (c) On the earlier to occur of (i) the Series Termination Date and (ii) the day on
which the Class Invested Amount with respect to each Class of the Series is paid in full, and after
payment of any amounts to be paid on such day from the Credit Enhancement Account to or for the
benefit of the Investor Certificateholders of the Series, any amounts remaining on deposit in the
Credit Enhancement Account that are not paid to the Credit Enhancement Provider pursuant to Section
5(b) hereof shall be withdrawn from such account and paid to Discover Bank on behalf of the Holder
of the Seller Certificate.




SECTION 7. DEPOSITS TO AND WITHDRAWALS FROM THE CREDIT ENHANCEMENT ACCOUNT.



     (a) The proceeds of the Loan made by the Credit Enhancement Provider to the Trust
pursuant to Section 2 hereof, for the benefit of the Investor Certificateholders of the Series, on
the Series Closing Date and the proceeds of any additional loan made by the Credit Enhancement
Provider pursuant to Section 8 hereof, shall be deposited into the Credit Enhancement Account. In
addition, any amounts paid to the Trustee as administrator of the Credit Enhancement on any
Distribution Date with respect to the Total Available Credit Enhancement Amount or the Available
Class B Credit Enhancement Amount pursuant to the terms of the Series Supplement also shall be
deposited into the Credit Enhancement Account upon receipt of such funds by the Trustee.



     (b) Any withdrawals from the Credit Enhancement Account for the benefit of the
Investor Certificateholders pursuant to Section 9 of the Series Supplement may be made by the
Master Servicer or by the Trustee as administrator of the Credit Enhancement and shall be deemed to
be made first from amounts on deposit in the Credit Enhancement Account as a result of payments of
Series Excess Servicing and other amounts to the Trustee as administrator of the Credit Enhancement
to fund the Total Available Credit Enhancement Amount, including any Series Excess Servicing or
other such amounts on deposit in the Credit Enhancement Account as a result of an Alternative
Credit Support Election having been made or as a result of the occurrence of a Supplemental Credit
Enhancement Event, and only after such amounts are exhausted shall any such withdrawals be deemed
to be made from amounts on deposit in the Credit Enhancement Account that are attributable to the
Loan.



     (c) On or before any Distribution Date on which Discover Bank is the Master
Servicer, all payments made pursuant to this Agreement or the Series Supplement between the Master
Servicer or the Holder of the Seller Certificate and the Credit Enhancement Account, may be
aggregated for such Distribution Date such that Discover Bank, acting as Master Servicer and as
agent of the Holder of the Seller Certificate, may make only one payment to the Credit Enhancement
Account in satisfaction of all payments of the Master Servicer and the Holder of the Seller
Certificate pursuant to this Agreement or the Series Supplement, to the extent that all payment
obligations of the Master Servicer and the Holder of the Seller Certificate to the Credit
Enhancement Account on such Distribution Date exceed all payment



4









 




obligations of the Credit
Enhancement Account to the Master Servicer and the Holder of the Seller Certificate on such
Distribution Date.




          SECTION 8. CERTAIN ADDITIONAL LOANS.




     (a) Alternative Credit Support Election. In the event that an Alternative
Credit Support Election is made pursuant to the provisions of the Series Supplement, Discover Bank
on behalf of the Holder of the Seller Certificate may request that the Credit Enhancement Provider
make an additional loan in the amount of the Additional Credit Support Amount. If Discover Bank on
behalf of the Holder of the Seller Certificate makes such request, and if the Credit Enhancement
Provider elects to make such loan, the amount of such loan shall be added to the unpaid principal
amount of the Loan. In the event that the Alternative Credit Support Election does not become
effective, the Additional Credit Support Amount (or, if the entire amount of the Additional Credit
Support Amount is not then on deposit in the Credit Enhancement Account, the portion of the
Additional Credit Support Amount that is then on deposit) shall be withdrawn from the Credit
Enhancement Account and repaid to Discover Bank on behalf of the Holder of the Seller Certificate
(or, if such amount was loaned by the Credit Enhancement Provider, returned to the Credit
Enhancement Provider).



     (b) Increased Credit Enhancement Amount. In the event the Series Investor
Interest is increased pursuant to Section 31 of the Series Supplement, requiring an Increased
Credit Enhancement Amount, Discover Bank on behalf of the Holder of the Seller Certificate may
request that the Credit Enhancement Provider make an additional loan in the amount of the Increased
Credit Enhancement Amount. If Discover Bank on behalf of the Holder of the Seller Certificate
makes such request, and if the Credit Enhancement Provider elects to make such loan, the amount of
such loan shall be added to the unpaid principal amount of the Loan.



     (c) Supplemental Credit Enhancement Event. In the event that a Supplemental
Credit Enhancement Event occurs, Discover Bank as Servicer may request that the Credit Enhancement
Provider make an additional loan in the amount of the Supplemental Credit Enhancement Amount. If
Discover Bank as Servicer makes such a request, and if the Credit Enhancement Provider elects to
make such loan, the amount of such loan shall be equal to the Supplemental Credit Enhancement
Amount and shall be added to the unpaid principal amount of the Loan.



     (d) Notice. The Credit Enhancement Provider shall give prior written notice
to Moody’s and Standard & Poor’s of the making of any loan by the Credit Enhancement Provider other
than the additional loans described in this Section 8.



     (e) Interest Rate. At the time of any additional loan described in this
Section 8, Discover Bank as Servicer and the Credit Enhancement Provider may agree in writing that
the Supplemental Credit Enhancement Amount, the Increased Credit Enhancement Amount or the
Additional Credit Support Amount, as applicable, shall bear interest at a different LIBOR-Based
Rate, which rate shall reflect prevailing market conditions and the expected duration of such
additional loan.




SECTION 9. LIMITED OBLIGATION; WAIVER OF SETOFF; OBLIGATIONS ABSOLUTE.



     (a) Notwithstanding any provision in any other section of this Agreement to the
contrary, the obligation to repay the Loan, together with interest thereon, shall be without
recourse to any Seller, the Master Servicer, any Servicer, the Trustee, the Trust, any
Certificateholder, or any affiliate, officer, director, employee or person acting on behalf of any
of them, and the obligation to pay such amounts shall be limited solely to the application of funds
pursuant to this Agreement, in the manner and to the



5









 




extent such funds are available, except for
the direct recourse indemnification obligation of each successor Master Servicer pursuant to
Section 11 hereof. The Credit Enhancement Provider agrees that its interest in funds on deposit in
the Credit Enhancement Account is subordinated to the interests of the Investor Certificateholders
of the Series, as provided in this Agreement and in the Series Supplement. The Credit Enhancement
Provider further agrees that it shall have no right of setoff or lender’s lien against any Seller,
the Master Servicer, any Servicer, the Trustee, the Trust, or any Certificateholder.




     (b) The obligations of the Seller, the Trustee, the Credit Enhancement Provider and
the Master Servicer under this Agreement shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement.



          SECTION 10. INVESTMENTS AND INFORMATION.




     (a) The Trustee shall from time to time during the term of this Agreement invest all
amounts on deposit in the Credit Enhancement Account as the Master Servicer shall direct, which
investments shall at all times be made in compliance with the terms of the Pooling and Servicing
Agreement and the Series Supplement.



     (b) The Master Servicer shall provide the Credit Enhancement Provider with such
background information and data with respect to the Credit Enhancement Account as the Credit
Enhancement Provider may reasonably request.



          SECTION 11. SERVICING TRANSFER.




          In the event that a successor Master Servicer is appointed pursuant to the Pooling and
Servicing Agreement, from and after the effective date of such transfer of servicing, the successor
Master Servicer appointed pursuant to the Pooling and Servicing Agreement, and not the former
Master Servicer, shall (a) be responsible for the performance of all servicing functions to be
performed from and after such date, (b) agree to be bound by the terms, covenants and conditions
contained herein applicable to the Master Servicer and be subject to the duties and obligations of
the Master Servicer hereunder, and (c) agree to indemnify and hold harmless the Credit Enhancement
Provider from and against any and all claims, damages, losses, liabilities, costs or expenses
whatsoever which the Credit Enhancement Provider may incur (or which may be claimed against the
Credit Enhancement Provider) by reason of the gross negligence or willful misconduct of the
successor Master Servicer in exercising its powers and carrying out its obligations under the
Pooling and Servicing Agreement and the Series Supplement. Such transfer of servicing shall not
affect any rights or obligations of the former Master Servicer under this Agreement that arose
prior to the effective date of the transfer of servicing, except that such former Master Servicer
shall have no obligation to indemnify the Credit Enhancement Provider as a result of any act or
failure to act of any successor Master Servicer in the performance of the servicing functions.




          SECTION 12. REPRESENTATIONS AND WARRANTIES.




     (a) The Credit Enhancement Provider hereby represents and warrants to the Master
Servicer and the Trustee that:



          (i) The Credit Enhancement Provider has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of Delaware, and has the
corporate power and authority to execute, deliver and perform its obligations under this Agreement.




          (ii) This Agreement has been duly authorized, executed and delivered on the part of
the Credit Enhancement Provider.





6









 








          (iii) When executed and delivered, this Agreement will constitute a valid and
binding agreement of the Credit Enhancement Provider enforceable against the Credit Enhancement
Provider in accordance with its terms, except (A) as the same may be limited by insolvency,
bankruptcy or reorganization or other laws relating to or affecting the enforcement of creditors’
rights and (B) as the same may be limited by general equity principles (whether considered in a
proceeding at law or in equity) and by the discretion of the court before which any proceeding
therefor may be brought.




     (b) The Master Servicer hereby represents and warrants to the Credit Enhancement
Provider and the Trustee that:



          (i) The Master Servicer has been duly incorporated and is validly existing as a
banking corporation in good standing under the laws of the State of Delaware, and has the corporate
power and authority to execute, deliver and perform its obligations under the Pooling and Servicing
Agreement, the Series Supplement and this Agreement.




          (ii) This Agreement, the Pooling and Servicing Agreement and the Series Supplement
have been duly authorized, executed and delivered on the part of the Master Servicer.




          (iii) When executed and delivered, each of this Agreement, the Pooling and Servicing
Agreement and the Series Supplement will constitute a valid and binding agreement of the Master
Servicer enforceable against the Master Servicer in accordance with its terms, except (A) as the
same may be limited by insolvency, bankruptcy, receivership or reorganization or other laws
relating to or affecting the enforcement of creditors’ rights and (B) as the same may be limited by
general equity principles (whether considered in a proceeding at law or in equity) and by the
discretion of the court before which any proceeding therefor may be brought.




     (c) The Trustee hereby represents and warrants to the Credit Enhancement Provider
and the Master Servicer that:



          (i) The Trustee is organized, existing and in good standing under the laws of the
United States of America.




          (ii) The Trustee has full power, authority and right to execute, deliver and perform
this Agreement, the Pooling and Servicing Agreement and the Series Supplement, and has taken all
necessary action to authorize the execution, delivery and performance by it of this Agreement, the
Pooling and Servicing Agreement and the Series Supplement.




          (iii) Each of this Agreement, the Pooling and Servicing Agreement and the Series
Supplement have been duly executed and delivered by the Trustee.




          SECTION 13. COVENANTS.




          Discover Bank, as Master Servicer and on behalf of the Holder of the Seller Certificate,
covenants and agrees that, so long as this Agreement shall remain in effect or any monetary
obligation arising hereunder or under the Series Supplement shall remain unpaid, it will change the
terms and provisions of a Credit Agreement with respect to a Discover Bank Discover Card Account or
any other Account with respect to which it is the Servicer (including, without limitation, the
calculation of the amount, or the timing, of charge-offs) only if it does not believe, after a good
faith assessment of the expected effects of such change, that such change will result in a
reduction of the Portfolio Yield, for any Due Period beginning prior to the termination of the
Series, to less than the Base Rate unless such change (i) is required by any Requirements of Law or
(ii) is deemed necessary by Discover Bank in its sole






7









 







reasonable judgment to maintain its credit
card business on a competitive basis. For purposes of this Section 13, “Base Rate” shall mean (i)
the weighted average of the Certificate Rates for each Class of each Series then outstanding plus
(ii) 1% per annum. For purposes of the immediately preceding sentence, the Certificate Rate for
each Class that does not have a fixed Certificate Rate shall be the actual Certificate Rate for
such Class for the Interest Accrual Period commencing in the immediately preceding Due Period. In
the event that any Additional Seller shall transfer Receivables in Additional Accounts to the
Trust, Discover Bank on behalf of the Holder of the Seller Certificate shall cause the Servicer
with respect to such Additional Accounts to make the covenant set forth above with respect to such
Additional Accounts.




          SECTION 14. GOVERNING LAW.




          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.




          SECTION 15. TERMINATION.




          This Agreement shall terminate on the date on which the Series terminates in accordance with
the provisions of the Pooling and Servicing Agreement and the Series Supplement; provided, however,
that this Agreement may be terminated by the Master Servicer at any time, without penalty, provided
that such termination does not cause the ratings of the Investor Certificates to be lowered or
withdrawn by either of the Rating Agencies; and provided, further, that all amounts owing to the
Credit Enhancement Provider hereunder with respect to principal and interest on the Loan shall have
been paid in full. Notwithstanding the foregoing, the Credit Enhancement Provider shall have no
rights under this Agreement, and shall not be entitled to any payments hereunder, if and for so
long as there is no Loan outstanding hereunder and no accrued but unpaid interest.




          SECTION 16. NOTICES.




          Unless specifically indicated otherwise herein, all notices and other communications provided
for hereunder shall be in writing and, if to the Credit Enhancement Provider, addressed to:




Discover Receivables Financing Corporation

12 Read’s Way

New Castle, Delaware 19720

Attn: Executive Vice President and Secretary

Phone: (302) 323-7167

Fax: (302) 323-7393




or, if to the Seller or the Master Servicer, addressed to:




Discover Bank

12 Read’s Way

New Castle, Delaware 19720

Attn: Michael F. Rickert

Phone: (302) 323-7434

Fax: (302) 323-7393





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or, if to the Trustee, addressed to:




U.S. Bank National Association

209 South LaSalle Street

Suite 300

Chicago, Illinois 60604

Attn: Patricia M. Child

Phone: (312) 836-6713

Fax: (312) 836-6701



or as to any party at such other address as shall be designated by such party in a written notice
to the other parties.




          Any notice or other communication shall be sufficiently given and shall be deemed given when
delivered to the addressee in writing or when transmitted by telecopier, receipt of which by the
addressee is confirmed by telephone.




          SECTION 17. BANKRUPTCY.




          To the extent that the Trustee, the Master Servicer or Discover Bank on behalf of the Holder
of the Seller Certificate makes a payment to the Credit Enhancement Provider or the Credit
Enhancement Provider receives any payment or proceeds with respect to the Loan, which payment or
proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, receiver or any other party under
any state or federal insolvency or bankruptcy law then, to the extent such payment or proceeds are
set aside, the amount or part thereof
intended to be satisfied shall be revived and continue in full force and effect, as if such
payment or proceeds had not been received by the Credit Enhancement Provider.




          SECTION 18. LIMITATION OF REMEDIES.




          The Credit Enhancement Provider shall not have the right to cause the Loan or any portion
thereof to become due and payable prior to the due date for the Loan as set forth herein.




          SECTION 19. NO PETITION.




     (a) The Credit Enhancement Provider, by entering into this Agreement, hereby
covenants and agrees that it will not at any time institute, join in or otherwise cause the
institution of, against any Seller, the Master Servicer or the Trust, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any
United States federal or state or similar law prior to a year and a day after the final payment of
all investor certificates issued by any trust with respect to which Discover Bank is the seller.



     (b) Each of Discover Bank and the Trustee, by entering into this Agreement, hereby
covenants and agrees that it will not at any time institute, join in or otherwise cause the
institution of, against the Credit Enhancement Provider, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under any United States
federal or state or similar law prior to a year and a day after the final payment of all investor
certificates issued by any trust with respect to which Discover Bank is the seller.



          SECTION 20. AMENDMENTS. This Agreement shall not be amended or modified without the written
consent of each of the parties hereto. No amendment hereto shall become effective





9









 







without prior
confirmation from the Rating Agencies that such amendment will not cause a lowering or withdrawal
of the then current ratings of the Investor Certificates of the Series. The Master Servicer shall
provide a copy of any amendment hereto to the Rating Agencies.





SECTION 21. SUCCESSORS AND ASSIGNS; REPLACEMENT OF CREDIT ENHANCEMENT PROVIDER.



     (a) This Agreement shall be binding upon, and inure to the benefit of, the Trustee,
the Sellers, the Servicers, the Master Servicer and the Credit Enhancement Provider and their
respective successors and permitted assigns.



     (b) No Seller shall assign its interests hereunder and under the Pooling and
Servicing Agreement or the Series Supplement, or any portion of such interests, except by an
assignment that transfers each such interest to the same assignee.



     (c) In the event that a successor trustee is appointed pursuant to the provisions of
the Pooling and Servicing Agreement to replace the then current Trustee, such successor trustee,
from and after its appointment, shall be the Trustee for purposes of this Agreement and shall
assume all of the rights and obligations of the Trustee hereunder.



     (d) The Credit Enhancement Provider may not assign any of its rights or obligations
hereunder without the prior written consent of Discover Bank on behalf of the Holder of the Seller
Certificate and without prior written confirmation from the Rating Agencies that such assignment
will not result in the lowering or withdrawal of the rating of any Class of any Series then
outstanding.



          SECTION 22. PARTICIPATION.




          Any successor Credit Enhancement Provider that is not a special-purpose corporation that is an
affiliate of Discover Bank may, without the consent of the Trustee, the Trust, any Seller, the
Master Servicer, any Servicer or any Certificateholder of the Series, sell participations to one or
more banks or other entities in all or a portion of its rights under this Agreement (including all
or a portion of the Loan); provided, however, that (a) the Credit Enhancement Provider’s
obligations under this Agreement shall remain unchanged, (b) the Credit Enhancement Provider shall
remain solely responsible to the other parties hereto for the performance of such obligations, (c)
the Trustee, the Trust, the Sellers and the Master Servicer shall continue to deal solely and
directly with the Credit Enhancement Provider in connection with the Credit Enhancement Provider’s
rights and obligations under this Agreement, and (d) the Credit Enhancement Provider shall retain
the sole right to enforce the obligations of the Trustee, the Trust, the Sellers or the Master
Servicer under this Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement.




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          IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be duly executed and
delivered by the undersigned thereunto duly authorized as of the day and year first above written.




	 	 	 	 	 
	 	DISCOVER RECEIVABLES FINANCING

CORPORATION,

as Credit Enhancement Provider

 	 
	 	By:  	/s/
Jai Sooklal	 
	 	 	Name:  	Jai Sooklal 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	DISCOVER BANK,

as Master Servicer, Servicer and Seller

 	 
	 	By:  	/s/
Michael F. Rickert	 
	 	 	Name:  	Michael F. Rickert 	 
	 	 	Title:  	Vice President, Chief Accounting Officer
and Treasurer 	 
	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/
Patricia M. Child	 
	 	 	Name:  	Patricia M. Child 	 
	 	 	Title:  	Vice President 	 
	 




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