exv4w7



 





Exhibit 4.7




 





DISCOVER CARD EXECUTION NOTE TRUST




as Issuer




and




U.S. BANK NATIONAL ASSOCIATION




as Indenture Trustee




 






INDENTURE




dated as of [          ], 2007




 















 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I
	 
	 	 	 	 	 	 
	 

	 	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	 	 
	 
	 	 	 	 	 	 
	Section 101.

	 	Definitions
	 	 	4	 
	 	 	 	 	 	 	 
	Section 102.

	 	Acts of Noteholders
	 	 	26	 
	 	 	 	 	 	 	 
	Section 103.

	 	Notices, etc., to Indenture Trustee and Issuer
	 	 	28	 
	 	 	 	 	 	 	 
	Section 104.

	 	Compliance Certificates and Opinions
	 	 	28	 
	 	 	 	 	 	 	 
	Section 105.

	 	Notices to Noteholders; Waiver
	 	 	28	 
	 	 	 	 	 	 	 
	Section 106.

	 	Conflict with Trust Indenture Act
	 	 	29	 
	 	 	 	 	 	 	 
	Section 107.

	 	Effect of Headings and Table of Contents
	 	 	29	 
	 	 	 	 	 	 	 
	Section 108.

	 	Successors and Assigns
	 	 	29	 
	 	 	 	 	 	 	 
	Section 109.

	 	Severability of Provisions
	 	 	30	 
	 	 	 	 	 	 	 
	Section 110.

	 	Benefits of Indenture
	 	 	30	 
	 	 	 	 	 	 	 
	Section 111.

	 	Governing Law
	 	 	30	 
	 	 	 	 	 	 	 
	Section 112.

	 	Counterparts
	 	 	30	 
	 	 	 	 	 	 	 
	Section 113.

	 	Indenture Referred to in the Trust Agreement
	 	 	30	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 
	 	 	 	 	 	 
	NOTE FORMS
	 
	 	 	 	 	 	 
	Section 201.

	 	Forms Generally
	 	 	31	 
	 	 	 	 	 	 	 
	Section 202.

	 	Forms of Notes
	 	 	31	 
	 	 	 	 	 	 	 
	Section 203.

	 	Authentication of Notes; Form of Indenture Trustee’s
Certificate of Authentication
	 	 	31	 
	 	 	 	 	 	 	 
	Section 204.

	 	Notes Issuable in the Form of a Global Note
	 	 	31	 
	 	 	 	 	 	 	 
	Section 205.

	 	Temporary Global Notes and Permanent Global Notes
	 	 	34	 
	 	 	 	 	 	 	 
	Section 206.

	 	Beneficial Ownership of Global Notes
	 	 	35	 
	 	 	 	 	 	 	 
	Section 207.

	 	Notices to Depository
	 	 	36	 






-i-









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE III
	 
	 	 	 	 	 	 
	THE NOTES
	 
	 	 	 	 	 	 
	Section 301.

	 	General Title; General Limitations; Issuable in Series; Terms of a Series,
Class or Tranche of Notes
	 	 	37	 
	 	 	 	 	 	 	 
	Section 302.

	 	Denominations
	 	 	40	 
	 	 	 	 	 	 	 
	Section 303.

	 	Execution, Authentication and Delivery and Dating
	 	 	40	 
	 	 	 	 	 	 	 
	Section 304.

	 	Temporary Notes
	 	 	41	 
	 	 	 	 	 	 	 
	Section 305.

	 	Registration, Transfer and Exchange
	 	 	41	 
	 	 	 	 	 	 	 
	Section 306.

	 	Mutilated, Destroyed, Lost and Stolen Notes
	 	 	44	 
	 	 	 	 	 	 	 
	Section 307.

	 	Payment of Interest; Interest Rights Preserved; Withholding Taxes
	 	 	45	 
	 	 	 	 	 	 	 
	Section 308.

	 	Persons Deemed Owners
	 	 	45	 
	 	 	 	 	 	 	 
	Section 309.

	 	Cancellation
	 	 	45	 
	 	 	 	 	 	 	 
	Section 310.

	 	New Issuances of Notes
	 	 	45	 
	 	 	 	 	 	 	 
	Section 311.

	 	Specification of Required Subordinated Amount and other Terms
with Respect to each Series, Class or Tranche of Notes
	 	 	48	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 
	 	 	 	 	 	 
	ISSUER ACCOUNTS AND INVESTMENTS
	 
	 	 	 	 	 	 
	Section 401.

	 	Collections
	 	 	49	 
	 	 	 	 	 	 	 
	Section 402.

	 	Issuer Accounts
	 	 	49	 
	 	 	 	 	 	 	 
	Section 403.

	 	Investment of Funds in the Issuer Accounts
	 	 	50	 
	 
	 	 	 	 	 	 
	ARTICLE V
	 
	 	 	 	 	 	 
	 

	 	COLLECTIONS, ALLOCATIONS, DEPOSITS AND PAYMENTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 501.

	 	Collections and Allocations
	 	 	52	 
	 	 	 	 	 	 	 
	Section 502.

	 	Allocations of Finance Charge Amounts and Charge-offs
	 	 	52	 
	 	 	 	 	 	 	 
	Section 503.

	 	Allocations of Principal Amounts
	 	 	52	 
	 	 	 	 	 	 	 
	Section 504.

	 	Allocations of the Servicing Fee
	 	 	53	 
	 	 	 	 	 	 	 
	Section 505.

	 	Final Payment
	 	 	53	 
	 	 	 	 	 	 	 
	Section 506.

	 	Payments within a Series, Class or Tranche
	 	 	53	 
	 	 	 	 	 	 	 
	Section 507.

	 	Appointment of Calculation; Resignation or Removal of Calculation Agent
	 	 	53	 
	 	 	 	 	 	 	 
	Section 508.

	 	Delegation of Duties of Calculation Agent	 	 	54	 






-ii-









 







	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 509.

	 	Merger or Consolidation of, or Assumption of the Obligations of, the Calculation Agent
	 	 	54	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 
	 	 	 	 	 	 
	SATISFACTION AND DISCHARGE; CANCELLATION
	OF NOTES HELD BY THE ISSUER OR THE BANK
	 
	 	 	 	 	 	 
	Section 601.

	 	Satisfaction and Discharge of Indenture
	 	 	55	 
	 	 	 	 	 	 	 
	Section 602.

	 	Application of Trust Money
	 	 	55	 
	 	 	 	 	 	 	 
	Section 603.

	 	Cancellation of Notes Held by the Issuer or the Beneficiary
	 	 	55	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 
	 	 	 	 	 	 
	EVENTS OF DEFAULT AND REMEDIES
	Section 701.

	 	Events of Default
	 	 	57	 
	 	 	 	 	 	 	 
	Section 702.

	 	Acceleration of Maturity; Rescission and Annulment
	 	 	58	 
	 	 	 	 	 	 	 
	Section 703.

	 	Application of Money Collected
	 	 	59	 
	 	 	 	 	 	 	 
	Section 704.

	 	Indenture Trustee May Elect to Hold the Collateral Certificate
	 	 	60	 
	 	 	 	 	 	 	 
	Section 705.

	 	Sale of Collateral for Accelerated Notes
	 	 	60	 
	 	 	 	 	 	 	 
	Section 706.

	 	Limitation on Suits
	 	 	60	 
	 	 	 	 	 	 	 
	Section 707.

	 	Unconditional Right of Noteholders to Receive Principal and Interest;
Limited Recourse
	 	 	60	 
	 	 	 	 	 	 	 
	Section 708.

	 	Restoration of Rights and Remedies
	 	 	61	 
	 	 	 	 	 	 	 
	Section 709.

	 	Rights and Remedies Cumulative
	 	 	61	 
	 	 	 	 	 	 	 
	Section 710.

	 	Delay or Omission Not Waiver
	 	 	61	 
	 	 	 	 	 	 	 
	Section 711.

	 	Control by Noteholders
	 	 	61	 
	 	 	 	 	 	 	 
	Section 712.

	 	Waiver of Past Defaults
	 	 	62	 
	 	 	 	 	 	 	 
	Section 713.

	 	Undertaking for Costs
	 	 	62	 
	 	 	 	 	 	 	 
	Section 714.

	 	Waiver of Stay or Extension Laws
	 	 	62	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
	 
	 	 	 	 	 	 
	THE INDENTURE TRUSTEE
	 
	 	 	 	 	 	 
	Section 801.

	 	Duties of Indenture Trustee
	 	 	63	 
	 	 	 	 	 	 	 
	Section 802.

	 	Notice of Defaults
	 	 	64	 
	 	 	 	 	 	 	 
	Section 803.

	 	Certain Matters Affecting the Indenture Trustee
	 	 	65	 






-iii-









 







	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 804.

	 	Indenture Trustee Not Liable for Recitals in Notes
	 	 	66	 
	 	 	 	 	 	 	 
	Section 805.

	 	Indenture Trustee May Own Notes
	 	 	66	 
	 	 	 	 	 	 	 
	Section 806.

	 	Beneficiary to Pay Indenture Trustee’s Fees and Expenses
	 	 	67	 
	 	 	 	 	 	 	 
	Section 807.

	 	Beneficiary Indemnification of Indenture Trustee
	 	 	67	 
	 	 	 	 	 	 	 
	Section 808.

	 	Disqualification; Conflicting Interests
	 	 	68	 
	 	 	 	 	 	 	 
	Section 809.

	 	Eligibility Requirements for Indenture Trustee
	 	 	68	 
	 	 	 	 	 	 	 
	Section 810.

	 	Resignation or Removal of Indenture Trustee
	 	 	68	 
	 	 	 	 	 	 	 
	Section 811.

	 	Successor Trustee
	 	 	69	 
	 	 	 	 	 	 	 
	Section 812.

	 	Merger or Consolidation of Indenture Trustee
	 	 	69	 
	 	 	 	 	 	 	 
	Section 813.

	 	Appointment of Co-Trustee or Separate Trustee
	 	 	70	 
	 	 	 	 	 	 	 
	Section 814.

	 	Preferential Collection of Claims Against Issuer
	 	 	71	 
	 	 	 	 	 	 	 
	Section 815.

	 	Appointment of Authenticating Agent
	 	 	71	 
	 	 	 	 	 	 	 
	Section 816.

	 	Tax Returns
	 	 	72	 
	 	 	 	 	 	 	 
	Section 817.

	 	Indenture Trustee May File Proofs of Claim
	 	 	73	 
	 	 	 	 	 	 	 
	Section 818.

	 	Indenture Trustee May Enforce Claims Without Possession of Notes
	 	 	73	 
	 	 	 	 	 	 	 
	Section 819.

	 	Suits for Enforcement
	 	 	74	 
	 	 	 	 	 	 	 
	Section 820.

	 	Representations and Warranties of Indenture Trustee
	 	 	74	 
	 	 	 	 	 	 	 
	Section 821.

	 	Maintenance of Office or Agency
	 	 	74	 
	 	 	 	 	 	 	 
	Section 822.

	 	Requests for Agreement
	 	 	75	 
	 
	 	 	 	 	 	 
	ARTICLE IX
	 
	 	 	 	 	 	 
	NOTEHOLDERS’ MEETINGS, LISTS, REPORTS BY
	INDENTURE TRUSTEE, ISSUER AND BENEFICIARY
	 
	 	 	 	 	 	 
	Section 901.

	 	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders
	 	 	76	 
	 	 	 	 	 	 	 
	Section 902.

	 	Preservation of Information; Communications to Noteholders
	 	 	76	 
	 	 	 	 	 	 	 
	Section 903.

	 	Reports by Indenture Trustee
	 	 	77	 
	 	 	 	 	 	 	 
	Section 904.

	 	Meetings of Noteholders; Amendments and Waivers
	 	 	78	 
	 	 	 	 	 	 	 
	Section 905.

	 	Reports by Issuer to the Commission
	 	 	80	 
	 
	 	 	 	 	 	 
	ARTICLE X
	 
	 	 	 	 	 	 
	INDENTURE SUPPLEMENTS
AND AMENDMENTS TO THE
TRUST AGREEMENT AND POOLING AND SERVICE AGREEMENT
	 
	 	 	 	 	 	 
	Section 1001.

	 	Supplemental Indentures and Amendments Without Consent of Noteholders
	 	 	82	 






-iv-









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 1002.

	 	Supplemental Indentures with Consent of Noteholders
	 	 	84	 
	 	 	 	 	 	 	 
	Section 1003.

	 	Execution of Amendments and Supplemental Indentures
	 	 	86	 
	 	 	 	 	 	 	 
	Section 1004.

	 	Effect of Amendments and Supplemental Indentures
	 	 	86	 
	 	 	 	 	 	 	 
	Section 1005.

	 	Conformity with Trust Indenture Act
	 	 	86	 
	 	 	 	 	 	 	 
	Section 1006.

	 	Reference in Notes to Supplemental Indentures
	 	 	86	 
	 	 	 	 	 	 	 
	Section 1007.

	 	Amendments to the Trust Agreement
	 	 	86	 
	 	 	 	 	 	 	 
	Section 1008.

	 	Amendments to Pooling and Servicing Agreement
	 	 	87	 
	 	 	 	 	 	 	 
	Section 1009.

	 	Deemed Consent to Combination of Master Trust and Issuer
	 	 	88	 
	 
	 	 	 	 	 	 
	ARTICLE XI
	 
	 	 	 	 	 	 
	REPRESENTATIONS, WARRANTIES AND COVENANTS
	OF ISSUER
	 
	 	 	 	 	 	 
	Section 1101.

	 	Representations and Warranties of Issuer
	 	 	89	 
	 	 	 	 	 	 	 
	Section 1102.

	 	Payment of Principal and Interest
	 	 	89	 
	 	 	 	 	 	 	 
	Section 1103.

	 	Maintenance of Office or Agency
	 	 	90	 
	 	 	 	 	 	 	 
	Section 1104.

	 	Money for Note Payments to be Held in Trust
	 	 	90	 
	 	 	 	 	 	 	 
	Section 1105.

	 	Statement as to Compliance
	 	 	92	 
	 	 	 	 	 	 	 
	Section 1106.

	 	Legal Existence
	 	 	92	 
	 	 	 	 	 	 	 
	Section 1107.

	 	Further Instruments and Acts
	 	 	92	 
	 	 	 	 	 	 	 
	Section 1108.

	 	Compliance with Laws
	 	 	93	 
	 	 	 	 	 	 	 
	Section 1109.

	 	Notice of Events of Default
	 	 	93	 
	 	 	 	 	 	 	 
	Section 1110.

	 	Certain Negative Covenants
	 	 	93	 
	 	 	 	 	 	 	 
	Section 1111.

	 	No Other Business
	 	 	93	 
	 	 	 	 	 	 	 
	Section 1112.

	 	Rule 144A Information
	 	 	93	 
	 	 	 	 	 	 	 
	Section 1113.

	 	Performance of Obligations
	 	 	94	 
	 	 	 	 	 	 	 
	Section 1114.

	 	Issuer May Consolidate, Etc., Only on Certain Terms
	 	 	94	 
	 	 	 	 	 	 	 
	Section 1115.

	 	Successor Substituted
	 	 	96	 
	 	 	 	 	 	 	 
	Section 1116.

	 	Guarantees, Loans, Advances and Other Liabilities
	 	 	96	 
	 	 	 	 	 	 	 
	Section 1117.

	 	Capital Expenditures
	 	 	96	 
	 	 	 	 	 	 	 
	Section 1118.

	 	Restricted Payments
	 	 	96	 
	 	 	 	 	 	 	 
	Section 1119.

	 	No Borrowing
	 	 	97	 






-v-









 






	  	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE XII
	 
	 	 	 	 	 	 
	EARLY REDEMPTION OF NOTES
	 
	 	 	 	 	 	 
	Section 1201.

	 	Applicability of Article
	 	 	98	 
	 	 	 	 	 	 	 
	Section 1202.

	 	Cleanup Call
	 	 	99	 
	 	 	 	 	 	 	 
	Section 1203.

	 	Notice
	 	 	100	 
	 
	 	 	 	 	 	 
	ARTICLE XIII
	 
	 	 	 	 	 	 
	COLLATERAL
	 
	 	 	 	 	 	 
	Section 1301.

	 	Collateral
	 	 	101	 
	 	 	 	 	 	 	 
	Section 1302.

	 	Recording
	 	 	101	 
	 	 	 	 	 	 	 
	Section 1303.

	 	Trust Indenture Act Requirements
	 	 	102	 
	 	 	 	 	 	 	 
	Section 1304.

	 	Suits To Protect the Collateral
	 	 	103	 
	 	 	 	 	 	 	 
	Section 1305.

	 	Powers Exercisable by Receiver or Indenture Trustee
	 	 	103	 
	 	 	 	 	 	 	 
	Section 1306.

	 	Release of all Collateral
	 	 	103	 
	 	 	 	 	 	 	 
	Section 1307.

	 	Opinions as to Collateral
	 	 	104	 
	 	 	 	 	 	 	 
	Section 1308.

	 	Certain Commercial Law Representations and Warranties
	 	 	104	 
	 	 	 	 	 	 	 
	Section 1309.

	 	Addition of Assets
	 	 	105	 
	 
	 	 	 	 	 	 
	ARTICLE XIV
	 
	 	 	 	 	 	 
	MISCELLANEOUS
	 
	 	 	 	 	 	 
	Section 1401.

	 	Custody of the Collateral
	 	 	107	 
	 	 	 	 	 	 	 
	Section 1402.

	 	Noteholders’ Monthly Statement
	 	 	107	 
	 	 	 	 	 	 	 
	Section 1403.

	 	Payment Instruction to Master Trust
	 	 	107	 
	 	 	 	 	 	 	 
	Section 1404.

	 	No Petition
	 	 	107	 
	 	 	 	 	 	 	 
	Section 1405.

	 	Trust Obligations
	 	 	107	 
	 	 	 	 	 	 	 
	Section 1406.

	 	Limitations on Liability
	 	 	108	 
	 	 	 	 	 	 	 
	Section 1407.

	 	Election Under Delaware Asset-Backed Securities Facilitation Act
	 	 	108	 
	 	 	 	 	 	 	 
	Section 1408.

	 	Tax Treatment
	 	 	109	 
	 	 	 	 	 	 	 
	Section 1409.

	 	Actions Taken by the Issuer
	 	 	109	 
	 	 	 	 	 	 	 
	Section 1410.

	 	Alternate Payment Provisions
	 	 	109	 
	 	 	 	 	 	 	 
	Section 1411.

	 	Final Distribution
	 	 	109	 






-vi-









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 1412.

	 	Termination Distributions
	 	 	110	 
	 	 	 	 	 	 	 
	Section 1413.

	 	Derivative Counterparty, Supplemental Credit Enhancement
Provider and Supplemental Liquidity Provider as
Third-Party Beneficiary
	 	 	110	 
	 	 	 	 	 	 	 
	Section 1414.

	 	No Prohibited Transactions
	 	 	110	 
	 
	 	 	 	 	 	 
	ARTICLE XV
	 
	 	 	 	 	 	 
	COMPLIANCE WITH REGULATION AB
	 
	 	 	 	 	 	 
	Section 1501.

	 	Intent of the Parties; Reasonableness
	 	 	111	 
	 	 	 	 	 	 	 
	Section 1502.

	 	Additional Representations and Warranties of the Indenture Trustee
	 	 	111	 
	 	 	 	 	 	 	 
	Section 1503.

	 	Information to be Provided by the Indenture Trustee
	 	 	111	 
	 	 	 	 	 	 	 
	Section 1504.

	 	Indenture Trustee’s Report on Assessment of Compliance and Attestation
	 	 	113	 
	 
	 	 	 	 	 	 
	ARTICLE XVI
	 
	 	 	 	 	 	 
	SUBORDINATION
	 
	 	 	 	 	 	 
	Section 1601.

	 	Subordination of Subordinate Notes
	 	 	114	 






-vii-









 





EXHIBITS




	 	 	 
	EXHIBIT A

	 	ASSIGNMENT OF ADDITIONAL ASSETS
	 
	 	 
	EXHIBIT B-1

	 	FORM OF CLEARANCE SYSTEM CERTIFICATE TO BE GIVEN TO THE INDENTURE TRUSTEE BY EUROCLEAR
OR CLEARSTREAM FOR DELIVERY OF DEFINITIVE NOTES IN EXCHANGE FOR A PORTION OF A TEMPORARY GLOBAL NOTE
	 
	 	 
	EXHIBIT B-2

	 	FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BY [•] WITH RESPECT TO REGISTERED NOTES
SOLD TO QUALIFIED INSTITUTIONAL BUYERS
	 
	 	 
	EXHIBIT B-3

	 	FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BY A BENEFICIAL OWNER OF NOTES, OTHER
THAN A QUALIFIED INSTITUTIONAL BUYER
	 
	 	 
	EXHIBIT C

	 	FORM OF COMPLIANCE CERTIFICATE
	 
	 	 
	EXHIBIT D

	 	FORM OF INDENTURE TRUSTEE’S LITIGATION CERTIFICATE
	 
	 	 
	EXHIBIT E

	 	SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
	 
	 	 
	EXHIBIT F

	 	FORM OF ANNUAL CERTIFICATION






-viii-









 





RECONCILIATION AND TIE BETWEEN TRUST INDENTURE



ACT OF 1939 AND INDENTURE PROVISIONS*




	 	 	 	 	 
	Trust	 	 
	Indenture	 	 
	Act Section	 	Indenture Section
	310(a)(1)

	 	 	809	 
	(a)(2)

	 	 	809	 
	(a)(3)

	 	 	813	 
	(a)(4)

	 	Not Applicable

	(a)(5)

	 	 	809	 
	(b)

	 	808, 810(b)(ii)

	(c)

	 	Not Applicable

	311(a)

	 	 	814	 
	(b)

	 	 	814	 
	(c)

	 	Not Applicable

	312(a)

	 	901, 902

	(b)

	 	 	902	(b)
	(c)

	 	 	902	(c)
	313(a)

	 	 	903	 
	(b)

	 	 	903	(c)
	(c)

	 	903, 903(c)

	(d)

	 	 	903	(d)
	314(a)

	 	905, 1105

	(b)

	 	 	1307	 
	(c)(1)

	 	601(c), 310(a)(ii), 1306(b)

	(c)(2)

	 	601(c), 310(a)(iii), 1306(c)

	(c)(3)

	 	Not Applicable

	(d)(1)

	 	 	1303	 
	(d)(2)

	 	 	1303	 
	(d)(3)

	 	 	1303	 
	(e)

	 	 	104	 
	315(a)

	 	801(a), 803(a)

	(b)

	 	 	802	 
	(c)

	 	 	801	(a)
	(d)

	 	 	801	(c)
	(d)(1)

	 	801(a), 803(a)

	(d)(2)

	 	801(c)(i)

	(d)(3)

	 	801(c)(ii)

	(e)

	 	 	713	 
	316(a)(1)(A)

	 	 	711	 
	316(a)(1)(B)

	 	 	712	 








 




			
	*	 	This reconciliation and tie shall not, for any purpose be part of the within indenture.





-ix-









 





	 	 	 
	Trust	 	 
	Indenture	 	 
	Act Section	 	Indenture Section
	316(a)(2)
	 	Not Applicable
	316(b)
	 	707
	317(a)(1)
	 	819
	317(a)(2)
	 	817
	317(b)
	 	1104
	318(a)
	 	106






-x-









 





          THIS INDENTURE between DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust organized
under the laws of the State of Delaware (the “Issuer” or the “Note Issuance
Trust”), having its principal office at 1100 N. Market Street Wilmington, Delaware 19890-0001,
and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the
laws of the United States of America, in its capacity as Indenture Trustee (the “Indenture
Trustee”), is made and entered into as of [     ], 2007.



RECITALS OF THE ISSUER




          All things necessary to make this Indenture a valid agreement of the Issuer, in accordance
with its terms, have been done.



GRANTING CLAUSE




          The Issuer hereby grants to the Indenture Trustee for the benefit and security of the
Noteholders and, to the extent so provided in any Derivative Agreement, Supplemental Credit
Enhancement Agreement or Supplemental Liquidity Agreement, to the counterparties or providers named
therein, a security interest in all of its right, title and interest, whether now owned or
hereafter acquired, in and to the following:




          (i) the Series 2007-CC Collateral Certificate and, following the execution and delivery
of an Assignment of Additional Assets, any Additional Collateral Certificate (or, if
applicable, direct interests in pools of credit card receivables) described thereunder; all
rights to vote or to give consents or waivers with respect thereto and all rights under the
Series 2007-CC Collateral Certificate Transfer Agreement and any Additional Asset Transfer
Agreement, as applicable;




          (ii) the Collections Account;




          (iii) each other Issuer Account (including all Subaccounts thereof) established from
time to time;




          (iv) all Permitted Investments and all investment property, money and other property
held in or through the Collections Account or any other Issuer Account (including all
Subaccounts thereof);




          (v) all rights, benefits and powers under any Derivative Agreement relating to any
Tranche of Notes;




          (vi) all rights, benefits and powers under any Supplemental Credit Enhancement
Agreement or Supplemental Liquidity Agreement relating to any Tranche of Notes;




          (vii) all present and future claims, demands, causes of and choses in action in respect
of any of the foregoing and all interest, principal, payments and distributions of any
nature or type on any of the foregoing;



 









 






          (viii) all accounts, general intangibles, chattel paper, instruments, documents, money,
investment property, deposit accounts, letters of credit and letter-of-credit rights
consisting of, arising from, or relating to any of the foregoing; and




          (ix) all proceeds of the foregoing.



          The property described in the preceding sentence is collectively referred to as the
“Collateral.” The Security Interest in the Collateral is granted to secure the Notes (and the
related obligations under this Indenture), equally and ratably without prejudice, priority or
distinction between any Note by reason of difference in time of issuance or otherwise, except as
otherwise expressly provided in this Indenture, or in any Indenture Supplement which establishes
any Series, Class or Tranche of Notes, and to secure (i) the payment of all amounts due on such
Notes in accordance with their respective terms, (ii) the payment of all other sums payable by the
Issuer under this Indenture and any Indenture Supplement relating to the Notes, (iii) to the extent
so provided in any Derivative Agreement, Supplemental Credit Enhancement Agreement or Supplemental
Liquidity Agreement, any payments to the counterparties or providers named therein and (iv)
compliance by the Issuer with the provisions of this Indenture or any Indenture Supplement, in each
case to the extent relating to the Notes.



          This Indenture, as may be supplemented, is a security agreement within the meaning of the UCC.



          The Indenture Trustee acknowledges the grant of such Security Interest, and accepts the
Collateral in trust hereunder in accordance with the provisions hereof and agrees to perform the
duties herein to the end that the interests of the Noteholders may be adequately and effectively
protected.



          The Notes, Derivative Agreements, Supplemental Credit Enhancement Agreements, Supplemental
Liquidity Agreements and other obligations under this Indenture and any Indenture Supplement will
benefit from the Security Interest to the extent (and only to the extent) proceeds of and
distributions on the Collateral are allocated for their benefit pursuant to this Indenture and the
applicable Indenture Supplement.



AGREEMENTS OF THE PARTIES




          To set forth or to provide for the establishment of the terms and conditions upon which the
Notes are to be authenticated, issued and delivered, and in consideration of the premises and the
purchase of Notes by the Holders thereof, it is mutually covenanted and agreed as follows, for the
equal and proportionate benefit of all Holders of the Notes or of a Series, Class or Tranche
thereof, as the case may be.



LIMITED RECOURSE




          The obligation of the Issuer to make payments of principal, interest and other amounts on the
Notes is limited in recourse as set forth in Section 707. The obligation of the Issuer to
make payments in respect of Derivative Agreements, Supplemental Credit Enhancement Agreements or
Supplemental Liquidity Agreements is subject to Article V and the allocation and payment
provisions of the applicable Indenture Supplement and limited to



2









 







amounts available from the Collateral pledged to secure such Derivative Agreements,
Supplemental Credit Enhancement Agreements or Supplemental Liquidity Agreements, as applicable.



3









 





ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




          Section 101. Definitions.



          For all purposes of this Indenture and any Indenture Supplement, except as otherwise expressly
provided or unless the context otherwise requires:



            (1) the terms defined in this Article have the meanings assigned to them in this Article, and
along with any other term defined in any Section of this Indenture, include the plural as well as
the singular;



            (2) all other terms used herein which are defined in the applicable Indenture Supplement, the
DCMT Pooling and Servicing Agreement or the Series 2007-CC Supplement, either directly or by
reference therein, have the meanings assigned to them therein;



            (3) all other terms used herein which are defined in the Trust Indenture Act or by Commission
rule under the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;



            (4) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles and, except as otherwise herein expressly
provided, the term “generally accepted accounting principles” with respect to any computation
required or permitted hereunder means such accounting principles as are generally accepted in the
United States of America at the date of such computation;



            (5) all references in this Indenture to designated “Articles,” “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture as
originally executed. The words “herein,” “hereof” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision;



            (6) in the event that any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in any Indenture Supplement, the terms and
provisions of the Indenture Supplement shall control;



            (7) “including” and words of similar import will be deemed to be followed by “without
limitation”; and



            (8) for purposes of determining any amount or making any calculation hereunder, such amount or
calculation, (x) if specified to be as of the first day of any Due Period, shall (a) include any
Notes issued during such Due Period as if such Notes had been outstanding on the first day of such
Due Period and (b) give effect to any payments, deposits or other allocations made on the
Distribution Date related to the prior Due Period, and (y) if specified to



4









 







be as of the close of
business on the last day of any Due Period shall give effect to any payments, deposits or other
allocations made on the related Distribution Date.



          “Accumulation Commencement Date” has, for any Series, Class or Tranche of Notes, the
meaning set forth in the applicable Indenture Supplement.



          “Accumulation Period” has, for any Series, Class or Tranche of Notes, the meaning set
forth in the applicable Indenture Supplement.



          “Act,” when used with respect to any Noteholder, is defined in Section 102(a).



          “Action,” when used with respect to any Noteholder, is defined in Section
102(a).



          “Additional Asset Transfer Agreement” means any and all documents necessary to
transfer an Additional Collateral Certificate (or, if applicable, direct interests in pools of
credit card receivables) and any other assets related thereto and comparable to assets described in
the Granting Clause to the Issuer.



          “Additional Collateral Certificate” means any Collateral Certificate representing an
interest in credit card receivables and issued by a Master Trust, which is pledged under this
Indenture pursuant to an Assignment of Additional Assets concurrently with the transfer to the Note
Issuance Trust pursuant to an Additional Asset Transfer Agreement.



          “Additional Collateral Certificate Percentage” means, with respect to any Additional
Collateral Certificate, for any Due Period or the related Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the Series Investor Interest for such
Additional Collateral Certificate and the denominator of which is the sum of the Series Investor
Interests for all Collateral Certificates, in each case as of the first day of such Due Period.



          “Adjusted Outstanding Dollar Principal Amount” means, with respect to any Series of
Notes, the sum of the Adjusted Outstanding Dollar Principal Amounts for all Classes or Tranches of
Notes of such Series, without duplication, and for any Class or Tranche of Notes, has the meaning
set forth in the applicable Indenture Supplement.



          “Affiliate” means, with respect to any specified Person, any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with such
specified Person. For the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the
terms “controlling” and “controlled” have meanings correlative to the foregoing.



          “Annual Report Date” means the date on which the Note Issuance Trust is required to
file its annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, on Form 10-K with the Securities and Exchange Commission.



          “Assignment of Additional Assets” means any and all documents necessary to pledge
under this Indenture the interest in an Additional Collateral Certificate (or, if applicable,



5









 







direct interests in pools of credit card receivables) and any other assets related thereto and
comparable to assets described in the Granting Clause, including an assignment substantially in the
form attached hereto as Exhibit A of this Indenture (with such additions or changes thereto as
the Issuer and the Indenture Trustee, with the consent of the Beneficiary, shall deem
appropriate).



          “Authenticating Agent” means any Person authorized by the Indenture Trustee to
authenticate Notes under Section 815.



          “Authorized Newspaper” means, with respect to any Series, Class or Tranche of Notes,
publication in the newspaper of record specified in the applicable Indenture Supplement for that
Series, Class or Tranche of Notes, or if and so long as Notes of any Series, Class or Tranche of
Notes are listed on any securities exchange and that exchange so requires, in the newspaper of
record required by the applicable securities exchange, printed in any language specified in the
applicable Indenture Supplement or satisfying the requirements of such exchange.



          “Bearer Note” means a Note in bearer form.



          “Beneficiary” shall mean Discover Bank in its capacity as Beneficiary under the Trust
Agreement; provided, however, that at any time that more than one entity is a Beneficiary under the
Trust Agreement, any “Beneficiary” shall include each such entity.



          “Business Day” unless otherwise specified in the Indenture Supplement for any Series,
Class or Tranche of Notes, means any day other than a Saturday, a Sunday or a day on which banking
institutions in the following jurisdictions are required or permitted by law to be closed: (v) New
York, New York, (w) the County of New Castle, Delaware, (x) the city in which the Corporate Trust
Office is located, (y) St. Paul, Minnesota, or (z) the city in which the principal executive
offices of any seller with respect to any Master Trust is located (or, with respect to any Series,
Class or Tranche of Notes, any additional city specified in the related Indenture Supplement).



          “Calculation Agent” means, (i) for any Collateral Certificate, the Master Servicer
under the related Pooling and Servicing Agreement and (ii) for the Note Issuance Trust, the Master
Servicer under the DCMT Pooling and Servicing Agreement.



          “Cash” means such coin or currency of the United States of America as at the time
shall be legal tender for payment of all public and private debts.



          “Certificate of Authentication” means the certificate of authentication of the
Indenture Trustee, the form of which is described in Section 203, or the alternative
certificate of authentication of the Authenticating Agent, the form of which is described in
Section 815.



          “Certificate of Trust” has the meaning set forth in the Trust Agreement.



          “Charge-offs” means, for any Due Period, the sum of



6









 





          (a) the Series Investor Charged-Off Amount allocated to the Issuer as the Investor
Certificateholder for the Series 2007-CC Collateral Certificate pursuant to the Series 2007-CC
Supplement for such Due Period, and



          (b) any other amounts designated as “Series Investor Charged-Off Amounts,” “Charge-offs” or a
comparable term under any Additional Collateral Certificate, any related Series Supplement or an
Assignment of Additional Assets for such Due Period, in each case to the extent allocated to the
Issuer.



          “Charge-off Allocation Percentage” means, for any Series of Notes for any Due Period
or the related Distribution Date, the sum of the Nominal Liquidation Amounts for all Classes or
Tranches of Notes in such Series, without duplication, divided by the sum of the Nominal
Liquidation Amounts for all Series of Notes, in each case as of the first day of such Due Period.



          “Class” means, with respect to any Note, the class specified in the applicable
Indenture Supplement.



          “Code” means the United States Internal Revenue Code of 1986, as amended.



          “Collateral” has the meaning set forth in the Granting Clause of this Indenture. If
any Additional Collateral Certificate is pledged under this Indenture pursuant to an Assignment of
Additional Assets, concurrently with transfer to the Note Issuance Trust pursuant to an Additional
Asset Transfer Agreement, all assets described in the Granting Clause set forth therein shall also
constitute “Collateral.”



          “Collateral Certificate” means any Investor Certificate issued pursuant to a Pooling
and Servicing Agreement and the related Series Supplement that is included as Collateral.



          “Collections Account” has the meaning set forth in Section 402.



          “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Securities Exchange Act, or, if at any time after the execution of
this Indenture such Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties on such date.



          “Corporate Trust Office” means the office of the Indenture Trustee in Chicago,
Illinois at which at any particular time its corporate trust business will be principally
administered, which office at the date hereof is located at 209 S. LaSalle Street, Suite 300,
Chicago, Illinois 60604, Attention: U.S. Bank Corporate Trust Services.



          “DCMT” means the Discover Card Master Trust I, established pursuant to the DCMT
Pooling and Servicing Agreement.



          “DCMT Pooling and Servicing Agreement” means that certain Amended and Restated Pooling
and Servicing Agreement dated as of November 3, 2004 by and between Discover Bank, as master
servicer, servicer and seller and U.S. Bank National Association, as



7









 







trustee, as the same may be
amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to
time.



          “Depositor” means Discover Bank in its capacity as depositor for the Note Issuance
Trust.



          “Depository” means a U.S. Depository or a Foreign Depository, as the case may be.



          “Derivative Agreement” means any currency, interest rate or other swap, cap, collar,
guaranteed investment contract or other derivative agreement.



          “Derivative Counterparty” means any party to any Derivative Agreement other than the
Issuer or the Indenture Trustee.



          “Discount Note” has the meaning set forth in the applicable Indenture Supplement.



          “Discover Bank” means Discover Bank, a Delaware banking corporation, and its
successors and permitted assigns.



          “Distribution
Date” means the 15th day of each calendar month (or, if such
day is not a Business Day, the next succeeding Business Day) commencing in [      ]
2007. When used with respect to a Due Period, the “related Distribution Date” means the first
Distribution Date following the end of such Due Period.



          “Dollar,” “$” or “U.S. $” means United States dollars.



          “Dollar Note” means a Note denominated in Dollars.



          “Due Period” or “related Due Period” means, with respect to any Distribution
Date, the calendar month preceding the calendar month in which such Distribution Date occurs;
provided, however, that with respect to Series Finance Charge Collections, Series Interchange,
Series Investor Charged-Off Amounts or Series Principal Collections for any Additional Collateral
Certificate, “Due Period” will have the meaning set forth in the applicable Series Supplement or
Pooling and Servicing Agreement.



          “Early Redemption Event” shall mean any event specified as an “Early Redemption Event”
in Section 1201 and any additional events specified as “Early Redemption Events” in any
applicable Indenture Supplement.



          “Eligible Deposit Account” means either (a) a segregated account (including a
securities account) with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution (other than Discover Bank or any Affiliate
thereof) organized under the laws of the United States of America or any one of the states thereof
or the District of Columbia (or any U.S. branch of a foreign bank), or a trust company acceptable
to each applicable Note Rating Agency, and acting as a trustee for funds deposited in such account,
so long as any of the securities of such depository institution or trust company shall



8









 







have a
credit rating from such Note Rating Agency (or from another nationally recognized statistical
rating organization acceptable to such Note Rating Agency) in one of its generic credit rating
categories which signifies investment grade.



          “Eligible Institution” means (a) a depository institution (which may be the Indenture
Trustee, the Owner Trustee or any affiliate thereof, but not Discover Bank or any Affiliate
thereof) organized under the laws of the United States of America or any one of the states thereof,
including the District of Columbia (or any U.S. branch of a foreign bank), which at all times (i)
has either (x) a long-term unsecured debt rating of A2 or better by Moody’s or (y) a certificate of
deposit rating of P-1 by Moody’s, (ii) has either (x) a long-term unsecured debt rating of AA- by
Standard & Poor’s or (y) a certificate of deposit rating of A-1+ by Standard & Poor’s, (iii) has
either (x) if such institution is rated by Fitch, a long-term unsecured debt rating of A- by Fitch
or (y) a certificate of deposit rating of F1 by Fitch and (iv) is a member of the FDIC or (b) any
other institution that is reasonably acceptable to Moody’s, Standard & Poor’s and Fitch.



          “Entity” means any Person other than an individual or government (including any agency
or political subdivision thereof).



          “ERISA” means the United States Employee Retirement Income Security Act of 1974, as
amended.



          “Event of Default” is defined in Section 701.



          “Excess Spread Early Redemption Cure” has the meaning set forth in the applicable
Indenture Supplement.



          “Exchange Date” means, with respect to any Tranche of Notes, the latest of:



          (a) in the case of exchanges of beneficial interests in Temporary Global Notes for beneficial
interests in Permanent Global Notes in registered form, any date that is after the related issuance
date;



          (b) in the case of exchanges of beneficial interests in Temporary Global Notes for beneficial
interests in Permanent Global Notes in bearer form, the date of presentation of certification of
non-United States beneficial ownership (as described in Section 205); and



          (c) the earliest date on which such an exchange of a beneficial interest in a Temporary Global
Note for a beneficial interest in a Permanent Global Note is permitted by applicable law.



          “Expected Maturity Date” means, with respect to any Series, Class or Tranche of Notes,
the scheduled due date of the final or only payment of principal on such Notes, as specified in the
related Indenture Supplement.



          “Expected Principal Payment Date” means, with respect to any Series, Class or Tranche
of Notes, the scheduled due date of any payment of principal on such Notes, as specified in the
related Indenture Supplement, or if such day is not a Business Day, the next following



9









 







Business
Day, unless such day is in the next calendar month, in which case such Expected Principal Payment
Date, unless otherwise specified in the related Indenture Supplement, will be the last Business Day
of the current calendar month. The Expected Maturity Date for any Series,
Class or Tranche of Notes shall also be an Expected Principal Payment Date for such Series,
Class or Tranche.



          “FDIC” means the Federal Deposit Insurance Corporation or any successor thereto.



          “Federal Bankruptcy Code” means Title 11 of the United States Code, as amended from
time to time.



          “Finance Charge Allocation Amount” with respect to any Series, Class or Tranche of
Notes for any Due Period means the Nominal Liquidation Amount for such Series, Class or Tranche of
Notes as of the first day of such Due Period; provided, however, that unless otherwise specified in
the applicable Indenture Supplement, with respect to any Series, Class or Tranche of Notes for
which an Early Redemption Event or Event of Default has occurred and is continuing, “Finance Charge
Allocation Amount” shall mean, in each case, the Nominal Liquidation Amount as of the close of
business on the last day of the Due Period immediately prior to the occurrence of the Early
Redemption Event or Event of Default for such Series, Class or Tranche of Notes. Notwithstanding
the foregoing, on any date prior to the occurrence of an Early Redemption Event or Event of Default
for a Tranche (or on which all such events have been cured), at the direction of the Beneficiary
and subject to confirmation from the applicable Note Rating Agencies that such action will not have
a Ratings Effect, the Issuer may notify the Indenture Trustee that the proviso to the preceding
sentence shall no longer apply with respect to such Tranche.



          “Finance Charge Allocation Percentage” for each Series for any Due Period or the
related Distribution Date means the sum of the Finance Charge Allocation Amounts for all Classes or
Tranches of Notes in such Series, without duplication, divided by the sum of the Finance Charge
Allocation Amounts for all Classes or Tranches of Notes in all Series, without duplication, in each
case for such Due Period.



          “Finance Charge Amounts” means, for any Due Period, the sum of



          (a) the Series Finance Charge Collections distributed to the Issuer as the Investor
Certificateholder for the Series 2007-CC Collateral Certificate pursuant to Section 9 of
the Series 2007-CC Supplement for such Due Period,



          (b) the Series Interchange distributed to the Issuer as the Investor Certificateholder for the
Series 2007-CC Collateral Certificate pursuant to Section 9 of the Series 2007-CC
Supplement for such Due Period, and



          (c) Series Finance Charge Collections or Series Interchange under any Additional Collateral
Certificate, any related Series Supplement or an Assignment of Additional Assets for such Due
Period, in each case to the extent allocated to the Issuer.



10









 





          “Finance Charge Collections” with respect to the DCMT has the meaning set forth in the
DCMT Pooling and Servicing Agreement.



          “Finance Charge Prefunding Negative Spread Amounts” means, for any Due Period, the sum
of



          (a) the amount of the Finance Charge Collections otherwise allocable to Discover Bank as
Holder of the Seller Certificate that is instead allocated to cover Prefunding Negative Spread
pursuant to the proviso to the definition of “Series Finance Charge Collections” under the Series
2007-CC Supplement for such Due Period, and



          (b) the portion of any seller amounts similar to those described in clause (a) that are
allocated to any Additional Collateral Certificate under any applicable Series Supplement for such
Due Period.



          “Fitch” means Fitch, Inc., or any successor thereto.



          “Foreign Currency” means (a) a currency other than Dollars or (b) denominated in a
currency other than Dollars.



          “Foreign Currency Note” means a Note denominated in a Foreign Currency.



          “Foreign Depository” means the Person specified in the applicable Indenture
Supplement, in its capacity as depository for the accounts of any clearing agencies located outside
the United States.



          “Global Note” means any Note issued pursuant to Section 204.



          “Group” has the meaning set forth in the DCMT Pooling and Servicing Agreement.



          “Holder,” when used with respect to any Note, means a Noteholder, or with respect to
the Series 2007-CC Collateral Certificate or any Additional Collateral Certificate, has the meaning
set forth in the related Pooling and Servicing Agreement.



          “Holder of the Seller Certificate” with respect to any Master Trust has the meaning
set forth in the applicable Pooling and Servicing Agreement.



          “Indenture” or “this Indenture” means this Indenture as originally executed
and as amended, supplemented, restated, amended and restated, replaced or otherwise modified from
time to time including by Indenture Supplements for the issuance of Series of Notes.



          “Indenture Supplement” means, with respect to any Series of Notes, a supplement to
this Indenture, executed and delivered in conjunction with the issuance of such Notes pursuant to
Section 301, together with any applicable Terms Document for any Classes and Tranches of
Notes belonging to such Series related to such Indenture Supplement and any amendment to the
Indenture Supplement executed pursuant to Section 1001 or 1002, and, in either
case, including all amendments thereof and supplements thereto.



11









 





          “Indenture Trustee” means the Person named as the Indenture Trustee in the first
paragraph of this Indenture until a successor Indenture Trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Indenture Trustee”
means and includes each Person who is then an Indenture Trustee hereunder. If at any time there is
more than one such Person, “Indenture Trustee” as used with respect to the Notes of any
Series, Class or Tranche means the Indenture Trustee with respect to Notes of that Series, Class or
Tranche.



          “Initial Dollar Principal Amount” means, with respect to any Series of Notes, the sum
of the Initial Dollar Principal Amounts for all Outstanding Classes or Tranches of Notes of such
Series, without duplication, and for any Class or Tranche of Notes has the meaning set forth in the
applicable Indenture Supplement.



          “Interest Accrual Period” has the meaning set forth in the applicable Indenture
Supplement.



          “Interest-bearing Note” means a Note that bears interest at a stated or computed rate
on the principal amount thereof. A Note may be both an Interest-bearing Note and a Discount Note.



          “Interest Payment Date” means, with respect to any Series, Class or Tranche of Notes,
the scheduled due date of any payment of interest on such Notes, as specified in the applicable
Indenture Supplement, or if such day is not a Business Day, the next following Business Day, unless
such day is in the next calendar month, in which case the Interest Payment Date, unless otherwise
specified in the related Indenture Supplement, will be the last Business Day of the current
calendar month; provided, however, that upon the acceleration of a Series, Class or Tranche of
Notes following an Event of Default or for so long as an Early Redemption Event, for that Series,
Class or Tranche of Notes has occurred and is continuing, each Distribution Date will also be an
Interest Payment Date.



          “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time
to time.



          “Investor Certificate” has the meaning set forth in the related Pooling and Servicing
Agreement.



          “Investor Certificateholder” has the meaning set forth in the related Pooling and
Servicing Agreement.



          “Investor Certificateholders’ Monthly Statement” means the statement to be prepared by
the Master Trust Trustee for the DCMT (based on information provided by the Master Servicer)
pursuant to Section 11 of the Series 2007-CC Supplement, and any comparable statement under
the Pooling and Servicing Agreement for any Additional Collateral Certificate.



          “Investment Company Act” means the Investment Company Act of 1940, as amended from
time to time.



          “Issuer” is defined in the first paragraph of this Indenture.



12









 





          “Issuer Accounts” means, collectively, the Collections Account and any Issuer Account
established under Section 402 hereof or under any Indenture Supplement, including any
Subaccounts thereof. For the avoidance of doubt, any account of the Issuer included in any
agreement purporting to establish the Indenture Trustee’s control (within the meaning of Sections
8-106, 9-104 or 9-106 of the UCC) over such account shall be an Issuer Account.



          “Issuer Authorized Officer” means (a) an authorized signatory of the Owner Trustee, or
(b) the chairman or vice-chairman of the board of directors, chairman or vice-chairman of the
executive committee of the board of directors, the president, any vice-president, the secretary,
any assistant secretary, the treasurer, or any assistant treasurer, in each case of the
Beneficiary, or any other officer or employee of the Beneficiary who is authorized to act on behalf
of the Issuer.



          “Issuer Certificate” means a certificate (including an Officer’s Certificate) signed
in the name of an Issuer Authorized Officer, or the Issuer by an Issuer Authorized Officer and, in
each case delivered to the Indenture Trustee relating to, among other things, the issuance of a new
Series, Class or Tranche of Notes.



          “Issuer Tax Opinion” means, with respect to any action, an Opinion of Counsel to the
effect that, for United States federal income tax purposes, (a) such action will not adversely
affect the tax characterization as debt of any Outstanding Series, Class or Tranche of Notes that
was properly characterized as debt at the time of its issuance, (b) following such action the
Issuer will not be treated as an association (or publicly traded partnership) taxable as a
corporation, (c) such action will not cause gain or loss to be recognized by any Holder of any such
Notes, and (d) except as otherwise provided in the related Indenture Supplement, where such action
is the issuance of a Series, Class or Tranche of Notes, following such action such Series, Class or
Tranche of Notes will be properly characterized as debt.



          “Legal Maturity Date” means, with respect to a Series, Class or Tranche of Notes, the
date specified in the Indenture Supplement for such Note as the fixed date on which the principal
of such Series, Class or Tranche of Notes is due and payable.



          “LIBOR”, if applicable with respect to any Series, Class or Tranche of Notes, shall
have the meaning set forth in the applicable Indenture Supplement.



          “Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, encumbrance,
lien or other security agreement, including, without limitation, any conditional sale or other
title retention agreement, and any financing lease having substantially the same economic effect as
any of the foregoing.



          “Majority Holders” means, with respect to any Series, Class or Tranche of Notes or all
Outstanding Notes, the Holders of greater than 50% in Outstanding Dollar Principal Amount of the
Outstanding Notes of that Series, Class or Tranche or of all Outstanding Notes, as the case may be
(such percentage to be calculated without taking into account the Outstanding Dollar Principal
Amount represented by any Note beneficially owned by any Beneficiary or any Affiliate or agent of
any Beneficiary).



13









 





          “Master Servicer” means, with respect to the Series 2007-CC Collateral Certificate or
the DCMT, Discover Bank as master servicer under the DCMT Pooling and Servicing Agreement and any
successor servicer thereunder, and for any Additional Collateral
Certificate or related Master Trust, the master servicer and any successor servicer under any
related Pooling and Servicing Agreement.



          “Master Trust” means the DCMT, as established by the DCMT Pooling and Servicing
Agreement, and any other master trust under which an Additional Collateral Certificate is issued,
as established by any other Pooling and Servicing Agreement.



          “Master Trust Tax Opinion” means, with respect to any action, an Opinion of Counsel to
the effect that, for United States federal income tax purposes, (a) such action will not adversely
affect the tax characterization as debt of the Investor Certificates of any outstanding series or
class under the applicable Master Trust that were properly characterized as debt at the time of
their issuance, (b) following such action such Master Trust will not be treated as an association
(or publicly traded partnership) taxable as a corporation and (c) such action will not cause gain
or loss to be recognized by any Investor Certificateholder.



          “Master Trust Trustee” means U.S. Bank National Association, as trustee under the DCMT
Pooling and Servicing Agreement, and any successor trustee thereunder, and any trustee under any
other Pooling and Servicing Agreement, and any successor trustee thereunder.



          “Material Adverse Effect” means, whenever used in this Indenture with respect to any
Series, Class or Tranche of Notes with respect to any Action, that such Action will at the time of
its occurrence (a) result in the occurrence of an Early Redemption Event or Event of Default
relating to such Series, Class or Tranche of Notes, as applicable, (b) materially adversely affect
the amount of funds available to be distributed to the Noteholders of any such Series, Class or
Tranche of Notes pursuant to this Indenture or the timing of such distributions, or (c) materially
adversely affect the Security Interest of the Indenture Trustee in the Collateral securing the
Outstanding Notes unless otherwise permitted by this Indenture.



          “Monthly Principal Accretion Date” with respect to any Class or Tranche of Notes, is
defined in the Indenture Supplement.



          “Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.



          “Nominal Liquidation Amount” means, with respect to any Outstanding Series, Class or
Tranche of Notes, an amount determined in accordance with the applicable Indenture Supplement. The
Nominal Liquidation Amount for a Series of Notes will be the sum of the Nominal Liquidation Amounts
of all of the Classes or Tranches of Notes of such Series.



          “Note” or “Notes” means any note or notes of any Series, Class or Tranche
authenticated and delivered from time to time under this Indenture.



          “Note Issuance Trust” has the meaning set forth in the first paragraph of this
Indenture.



          “Note Owner” means the beneficial owner of an interest in a Global Note.



14









 





          “Note Rating Agency” means, with respect to any Outstanding Series, Class or Tranche
of Notes, each nationally recognized statistical rating organization selected by the Issuer
to rate such Notes, provided, however, that unless otherwise specified in the applicable
Indenture Supplement, for purposes of any provision of this Indenture or any Indenture Supplement
that requires (i) consent or agreement from any Note Rating Agency, (ii) confirmation from the
applicable Note Rating Agencies that such provision shall not have a Ratings Effect, or (iii) that
any provision or arrangement be acceptable to any Note Rating Agency, “Note Rating Agency” shall
mean only Moody’s, Standard & Poors, and Fitch, in each case for as long as such rating
organization rates any Outstanding Notes, and any Note Rating Agency rating at least 25% of the
Outstanding Dollar Principal Amount of the Notes.



          “Note Register” has the meaning set forth in Section 305.



          “Note Registrar” means the Person who keeps the Note Register specified in Section
305.



          “Noteholder” means a Person in whose name a Note is registered in the Note Register or
the bearer of any Bearer Note (including a Global Note in bearer form), as the case may be.



          “Officer’s Certificate” means a certificate signed by a Vice President (or an officer
holding an office with equivalent or more senior responsibilities, or in the case of the
Beneficiary, any executive of such Beneficiary designated in writing by a Vice President of such
Beneficiary for this purpose) of the Beneficiary or the Owner Trustee and delivered to the
Indenture Trustee.



          “Opinion of Counsel” means a written opinion of counsel, who may be counsel for or an
employee of the Issuer, any Beneficiary, the Owner Trustee, the Indenture Trustee, Discover Bank or
any of their Affiliates.



          “Outstanding” means, with respect to all Notes, all Notes issued under this Indenture,
and with respect to a Note or with respect to Notes of any Series, Class or Tranche means, as of
the date of determination, all such Notes theretofore authenticated and delivered under this
Indenture, except, in each case:



          (a) any Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture
Trustee for cancellation, or canceled by the Issuer and delivered to the Indenture Trustee pursuant
to Section 309;



          (b) any Notes for whose full payment (including principal and interest) or redemption money in
the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent
in trust for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of
such redemption has been duly given if required pursuant to this Indenture or the related Indenture
Supplement, or provision therefor satisfactory to the Indenture Trustee has been made;



          (c) any Notes which are canceled pursuant to Section 603; and



15









 





          (d) any Notes in exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Indenture, or which will have been paid pursuant to
the terms of Section 306 (except with respect to any such Note as to which proof
satisfactory to the Indenture Trustee is presented that such Note is held by a person in whose
hands such Note is a legal, valid and binding obligation of the Issuer).


For purposes of determining the amounts of deposits, allocations, reallocations or payments to be
made, unless the context clearly requires otherwise, references to “Notes” will be deemed to be
references to “Outstanding Notes.” In determining whether the Holders of the requisite principal
amount of such Outstanding Notes have taken any Action hereunder, and for purposes of Section
904, Notes beneficially owned by the Issuer or any Beneficiary or any Affiliate or agent of the
Issuer or any Beneficiary will be disregarded and deemed not to be Outstanding. In determining
whether the Indenture Trustee will be protected in relying upon any such Action, only Notes which a
Responsible Officer of the Indenture Trustee knows to be owned by the Issuer or any Beneficiary, or
any Affiliate or agent of the Issuer or any Beneficiary, will be so disregarded. Notes so owned
which have been pledged in good faith may be regarded as Outstanding if the pledgee proves to the
satisfaction of the Indenture Trustee the pledgee’s right to act as owner with respect to such
Notes and that the pledgee is not the Issuer or any Beneficiary or any other obligor upon the Notes
or any Affiliate or agent of the Issuer, any Beneficiary or such other obligor.




          “Outstanding Dollar Principal Amount” means at any time, either:



          (a) with respect to any Series, Class or Tranche of Notes (other than Discount Notes), the
aggregate Initial Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche
at such time; minus




          (i) the amount of any withdrawals from the Principal Funding Account or the related
Principal Funding Subaccount, as applicable, for such Series, Class or Tranche of Notes for
payment of principal to the Holders of such Series, Class or Tranche of Notes or the
applicable Derivative Counterparty pursuant to the related Indenture Supplement; and




          (ii) any net losses of principal of funds on deposit in respect of principal in the
Principal Funding Account or the related Principal Funding Subaccount, as applicable, for
such Series, Class or Tranche of Notes.



          (b) with respect to any Series, Class or Tranche of Discount Notes, an amount of the
Outstanding Notes of such Series, Class or Tranche calculated by reference to the applicable
formula set forth in the applicable Indenture Supplement, taking into account the amount and timing
of payments of principal made to the Holders of such Series, Class or Tranche or to the applicable
Derivative Counterparty and accretions of principal, each pursuant to the related Indenture
Supplement;


plus, in either case, without duplication, the amount of any increase in the Outstanding Dollar
Principal Amount of such Series, Class or Tranche of Notes due to the issuance of additional Notes
of such Series, Class or Tranche pursuant to Section 310 or the applicable Indenture


16









 






Supplement. Notwithstanding the foregoing, with respect to any Class or Tranche of Notes for which
a Receivables Sale has occurred, the Outstanding Dollar Principal Amount shall be zero.




          “Owner Trustee” has the meaning set forth in the Trust Agreement.



          “Paying Agent” means any Person authorized by the Issuer to pay the principal of or
interest on any Notes on behalf of the Issuer as provided in Sections 1102 and 1103
hereof.



          “Payment Date” means, with respect to any Series, Class or Tranche of Notes, any
applicable Principal Payment Date or Interest Payment Date.



          “Payment Instruction” means with respect to any Series of Notes, an instruction, the
form of which is attached as an exhibit to the related Indenture Supplement.



          “Permanent Global Note” has the meaning set forth in Section 205.



          “Permitted Investments” means:



          (a) negotiable instruments or securities represented by instruments in bearer or registered
form which evidence: (i) obligations issued or fully guaranteed, as to timely payment, by the
United States of America or any instrumentality or agency thereof when such obligations are backed
by the full faith and credit of the United States of America; (ii) time deposits in, or bankers’
acceptances issued by, any depository institution or trust company incorporated under the laws of
the United States of America or any state thereof (or any domestic branch of a foreign bank) and
subject to supervision and examination by federal or state banking or depository institution
authorities; provided, however, that at the time of the Note Issuance Trust’s investment or
contractual commitment to invest therein, the short-term deposits or commercial paper or, in the
absence of a rating on the short-term deposits or commercial paper of such depository institution
or trust company, the long-term unsecured debt obligations of such depository institution or trust
company shall have the Highest Rating; (iii) commercial paper or other short-term obligations
having, at the time of the Note Issuance Trust’s investment or contractual commitment to invest
therein, the Highest Rating; or (iv) investments in money market funds having the Highest Rating;



          (b) demand deposits in the name of the Note Issuance Trust or the Indenture Trustee in any
depository institution or trust company referred to in clause (a) (ii) above;



          (c) securities not represented by an instrument, which are registered in the name of the
Indenture Trustee upon books maintained for that purpose by or on behalf of the issuer thereof and
identified on books maintained for that purpose by the Indenture Trustee as held for the benefit of
the Note Issuance Trust or the Noteholders, and consisting of shares of an open end diversified
investment company which is registered under the Investment Company Act of 1940, as amended, and
which (i) invests its assets exclusively in obligations of or guaranteed by the United States of
America or any instrumentality or agency thereof having in each instance a final maturity date of
less than one year from its date of purchase or other Permitted Investments, (ii) seeks to maintain
a constant net asset value per share and (iii) has aggregate net assets of not less than
$100,000,000 on the date of purchase of such shares, and the acquisition of which will not result
in a Ratings Effect as confirmed in writing by the applicable



17









 







Note Rating Agencies for any Tranche
or Class of any Series then outstanding as confirmed in writing by the Note Rating Agencies;



          (d) a guaranteed investment contract (guaranteed as to timely payment), the terms of which
meet the criteria of the applicable Note Rating Agencies and with an entity having the Highest
Rating;



          (e) money market mutual funds (including those offered or managed by the Indenture Trustee or
an Affiliate thereof) registered under the Investment Company Act of 1940, as amended, having a
rating, at the time of such investment, of no less than Aaa by Moody’s, AAAm by Standard & Poor’s
and AAA by Fitch, if rated by Fitch;



          (f) any other investment, including repurchase agreements but excluding equity investments, if
each applicable Note Rating Agency confirms in writing that such investment will not cause a
Ratings Effect;



Permitted Investments shall include, without limitation, securities of Discover Bank or any of its
affiliates which otherwise qualify as a Permitted Investment under clause (a), (b), (c), (d) or (e)
above. For purposes of this definition of Permitted Investments, “Highest Rating” shall mean, with
respect to Moody’s, P-1 or Aaa, and, with respect to Standard & Poor’s, A-1+ or AAA, or with
respect to either Standard & Poor’s or Moody’s, any rating category which will not cause a
reduction in or withdrawal of the rating of any Tranche or Class of any Series of Notes then
outstanding, as confirmed in writing by the applicable Note Rating Agency. All Permitted
Investments shall be denominated in Dollars, unless otherwise specified in the Indenture Supplement
for any Series, Class or Tranche of Notes.



          “Person” means any individual, corporation, estate, partnership, limited liability
company, limited liability partnership, joint venture, association, joint-stock company, business
trust, statutory trust, trust, unincorporated organization, government or any agency or political
subdivision thereof, or other entity of a similar nature.



          “Place of Payment” means, with respect to any Series, Class or Tranche of Notes issued
hereunder, the city or political subdivision so designated with respect to such Series, Class or
Tranche of Notes in accordance with the provisions of Section 1103.



          “Pooling and Servicing Agreement” means, for the DCMT and the Series 2007-CC
Collateral Certificate, the DCMT Pooling and Servicing Agreement, and for any other Master Trust
or Additional Collateral Certificate, as applicable, shall have the meaning set forth in the
applicable Assignment of Additional Assets.



          “Prefunding Finance Charge Allocation Percentage” means, for any Series of Notes, the
Prefunding Negative Spread for such Series divided by the sum of the Prefunding Negative Spreads
for all Series of Notes.



          “Prefunding Negative Spread” with respect to any Note has the meaning set forth in the
applicable Indenture Supplement.



18









 





          “Principal Allocation Amount” with respect to any Series, Class or Tranche of Notes
for any Due Period means the Nominal Liquidation Amount for such Series, Class or Tranche of Notes
as of the first day of such Due Period; provided, however, that unless otherwise specified in the
applicable Indenture Supplement, with respect to any Series, Class or Tranche of
Notes (w) for which an Early Redemption Event or Event of Default has occurred and is
continuing, (x) in its Accumulation Period, (y) for which the Targeted Prefunding Deposit is
greater than zero or (z) any other Targeted Principal Deposit for such Series, Class or Tranche is
greater than zero, “Principal Allocation Amount” shall mean, in each case, the Nominal Liquidation
Amount as of the close of business on the last day of the Due Period immediately prior to the
earliest to occur of (i) the date of the Early Redemption Event or Event of Default for such Note,
(ii) the start of the Accumulation Period for such Note, (iii) the first date on which the Targeted
Prefunding Deposit for such Note is greater than zero (unless the Targeted Prefunding Deposit for
such Note has thereafter been reduced to zero) or (iv) such other date set forth in the applicable
Indenture Supplement.



          “Principal Allocation Percentage” for each Series for any Due Period or the related
Distribution Date means the sum of the Principal Allocation Amounts for all Classes or Tranches of
Notes in such Series, without duplication, divided by the sum of the Principal Allocation Amounts
for all Classes or Tranches of Notes in all Series, without duplication, in each case for such Due
Period.



          “Principal Amounts” means, for any Due Period, the sum of



          (a) the Series Principal Collections distributed to the Issuer as the Investor
Certificateholder for the Series 2007-CC Collateral Certificate pursuant to Section 9 of
the Series 2007-CC Supplement for such Due Period, and



          (b) Series Principal Collections under any Additional Collateral Certificate, any related
Series Supplement or an Assignment of Additional Assets for such Due Period, to the extent
allocated to the Issuer.



          “Principal Funding Account” means, for each Series, Class or Tranche of Notes, the
trust account designated as such and established pursuant the Indenture Supplement.



          “Principal Funding Subaccount” means any subaccount to the Principal Funding Account
established for a particular Class or Tranche of Notes pursuant to the applicable Indenture
Supplement.



          “Principal Payment Date” means, with respect to any Series, Class or Tranche of Notes,
each Expected Principal Payment Date or upon the acceleration of such Series, Class or Tranche of
Notes following an Event of Default or upon the occurrence and during the continuance of an Early
Redemption Event (unless all such events have been cured), each Distribution Date and the Legal
Maturity Date, or in the event of a cleanup call, the date of redemption in accordance with
Section 1202.



          “Proceeds” means,



19









 





          (i) any property (including but not limited to Cash and securities) received as a distribution
on the Collateral or any portion thereof;



          (ii) any property (including but not limited to Cash and securities) received in connection
with the sale, liquidation, exchange or other disposition of the Collateral or any portion thereof;
and



          (iii) all proceeds (as such term is defined in Section 9-102(a)(64) of the UCC) of the
Collateral or any portion thereof.



          “Ratings Effect” means a reduction, qualification with negative implications or
withdrawal of any then current rating of the Notes of any Series, Class or Tranche (other than as a
result of the termination of a Note Rating Agency); provided, however, that any reduction or
qualification with negative implications shall not be considered a Ratings Effect unless the rating
as so reduced (or as such rating would be reduced after giving effect to such negative
implications) is less than the Specified Rating set forth in the applicable Indenture Supplement.



          “Receivables Sale” shall have the meaning set forth in the applicable Indenture
Supplement.



          “Record Date” for the interest or principal payable on any Note on any applicable
Payment Date means the last day of the month before the related Interest Payment Date or Principal
Payment Date, as applicable, unless otherwise specified in the applicable Indenture Supplement.



          “Registered Note” means a Note issued in registered form.



          “Registered Noteholder” means a holder of a Registered Note.



          “Regulation AB” means Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17
C.F.R. §229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7,
2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from
time to time.



          “Required Daily Deposit” means, for a day in a Due Period, for each Collateral
Certificate:



          (a) with respect to the Series 2007-CC Collateral Certificate,




          (i) the amount of Series Finance Charge Collections for such day, until the aggregate
amount deposited during such Due Period pursuant to this clause (a)(i) and clause (b)(i)
equals the sum of the Required Daily Deposit Target Finance Charge Amounts for all Series,
Classes or Tranches of Notes (without duplication),




          (ii) the amount of Series Principal Collections for such day and any Series Finance
Charge Collections for such day remaining after clause (a)(i), until the



20









 






aggregate amount
deposited during such Due Period pursuant to this clause (a)(ii) and clauses (a)(iii),
(b)(ii) and (b)(iii) equals the sum of the Required Daily Deposit Target Principal Amounts
for all Series, Classes or Tranches of Notes (without duplication), and




          (iii) until the aggregate amount deposited during such Due Period pursuant to this
clause (a)(iii) and clauses (a)(ii), (b)(ii) and (b)(iii) equals the sum of the Required
Daily Deposit Target Principal Amounts for all Series, Classes or Tranches of Notes (without
duplication), the product of (I) the amount of Series Principal Collections for such day for
each other series in the DCMT in the Group to which Series 2007-CC belongs which is in its
Revolving Period, and (II) the Principal Distribution Amount for Series 2007-CC divided by
the sum of the Principal Distribution Amounts for Series 2007-CC and for each other series
in the Group to which Series 2007-CC belongs that is not in its Amortization Period or
Revolving Period (as each such term is defined in the applicable series supplement to the
DCMT Pooling and Servicing Agreement), and



          (b) with respect to each Additional Collateral Certificate,




          (i) the amount of Series Finance Charge Collections for such day, until the aggregate
amount deposited during such Due Period pursuant to this clause (b)(i) and clause (a)(i)
equals the sum of the Required Daily Deposit Target Finance Charge Amounts for all Series,
Classes or Tranches of Notes (without duplication),




          (ii) the amount of Series Principal Collections for such day and any Series Finance
Charge Collections for such day remaining after clause (b)(i), until the aggregate amount
deposited during such Due Period pursuant to this clause (b)(ii) and clauses (a)(ii),
(a)(iii) and (b)(iii) equals the sum of the Required Daily Deposit Target Principal Amounts
for all Series, Classes or Tranches of Notes (without duplication) and




          (iii) until the aggregate amount deposited during such Due Period pursuant to this
clause (b)(iii) and clauses (a)(ii), (a)(iii) and (b)(ii) equals the sum of the Required
Daily Deposit Target Principal Amounts for all Series, Classes or Tranches of Notes (without
duplication), the total amount available to be reallocated to such Additional Collateral
Certificate from other series issued by the applicable Master Trust, as determined in
accordance with the applicable Series Supplement and Pooling and Servicing Agreement.


Notwithstanding the foregoing, on any day on which the Required Daily Deposit Target Finance Charge
Amount or the Required Daily Deposit Target Principal Amount is adjusted because (i) LIBOR or any
other applicable floating interest rate index (or other amount or rate basis as specified in the
related Indenture Supplement) which could not previously be determined for purposes of calculating
such amount has been determined for the applicable Interest Accrual Period, (ii) the Issuer issues
additional Notes or (iii) an Excess Spread Early Redemption Cure has occurred, the amount of such
adjustment shall be deposited by the applicable servicer into the applicable Collections Account if
the adjustment increases the sum of the Required Daily Deposit Target Finance Charge Amounts or the
Required Daily Deposit Target Principal Amounts, and may be withdrawn by such servicer from such
Collections Account if the


21









 






adjustment decreases the sum of the Required Daily Deposit Target
Finance Charge Amounts or the Required Daily Deposit Target Principal Amounts.



Notwithstanding the foregoing, if at any time the Issuer, Discover Bank or any additional seller or
depositor has obtained a letter of credit in the form and substance reasonably satisfactory to
the Indenture Trustee in an amount determined in accordance with the calculation above with respect
to any Collateral Certificate, and has received written confirmation from each applicable Note
Rating Agency that replacing the Required Daily Deposit for such Collateral Certificate with such
letter of credit will not cause a Rating Effect, the Required Daily Deposit shall be zero.




          “Required Daily Deposit Target Finance Charge Amount” has, for any Series, Class or
Tranche of Notes, the meaning set forth in the Indenture Supplement relating to such Series, Class
or Tranche of Notes.



          “Required Daily Deposit Target Principal Amount” has, for any Series, Class or Tranche
of Notes, the meaning set forth in the Indenture Supplement relating to such Series, Class or
Tranche of Notes.



          “Required Subordinated Amount” means, with respect to any Tranche of a Senior Class of
Notes, the amount specified in the related Indenture Supplement with respect to a related
Subordinated Class of Notes.



          “Responsible Officer” shall mean, with respect to the Indenture Trustee, any officer
within the Corporate Trust Office of the Indenture Trustee with direct responsibility for the
administration of the Indenture, any documents related thereto and the Issuer Accounts, and also,
with respect to a particular matter, any other officer to whom such matter is referred because of
such officer’s knowledge of and familiarity with the particular subject.



          “Sarbanes Certification” has the meaning specified in Section 1504(c).



          “Securities Act” means the Securities Act of 1933, as amended from time to time.



          “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended from
time to time.



          “Securitization Transaction” means any issuance of new Notes of any Series, Class or
Tranche, pursuant to Section 310 or the applicable Indenture Supplement, whether publicly
offered or privately placed, rated or unrated.



          “Security Interest” means the security interest granted pursuant to the granting
clause of this Indenture.



          “Senior Class,” with respect to a Class of Notes of any Series, has the meaning set
forth in the related Indenture Supplement.



          “Series” means, with respect to any Note, the Series specified in the applicable
Indenture Supplement.



22









 





          “Series 2007-CC” means the series of Investor Certificates issued by the DCMT pursuant
to the DCMT Pooling and Servicing Agreement and the Series 2007-CC Supplement.



          “Series 2007-CC Collateral Certificate” means the Series 2007-CC Collateral
Certificate issued pursuant to, and all rights and benefits allocated to the Series 2007-CC
Collateral Certificate under, the DCMT Pooling and Servicing Agreement and the Series 2007-CC
Supplement, as amended, supplemented, restated, amended and restated, replaced or otherwise
modified from time to time.



          “Series 2007-CC Collateral Certificate Percentage” means, with respect to the Series
2007-CC Collateral Certificate, initially 100%, and for any Due Period or the related Distribution
Date after the inclusion of any Additional Collateral Certificate in the Collateral, the percentage
equivalent of a fraction, the numerator of which is the Series Investor Interest for the Series
2007-CC Collateral Certificate and the denominator of which is the sum of the Series Investor
Interests for all Collateral Certificates, in each case as of the first day of such Due Period.



          “Series 2007-CC Collateral Certificate Transfer Agreement” means that certain
agreement dated as of [          ], as the same may be amended, supplemented, restated, amended
and restated, replaced or otherwise modified from time to time, pursuant to which Discover Bank
conveyed the Series 2007-CC Collateral Certificate to the Issuer.



          “Series 2007-CC Supplement” means the Series 2007-CC Supplement to the DCMT Pooling
and Servicing Agreement dated as of [          ], as the same may be amended, supplemented, restated,
amended and restated, replaced or otherwise modified from time to time.



          “Series Finance Charge Collections” means, with respect to any Collateral Certificate,
amounts designated as “Series Finance Charge Collections” or a comparable term in the applicable
Series Supplement.



          “Series Interchange” means, with respect to any Collateral Certificate, amounts
designated as “Series Interchange” or a comparable term in the applicable Series Supplement.



          “Series Investor Charged-Off Amounts” means, with respect to any Collateral
Certificate, amounts designated as “Series Investor Charged-Off Amounts” or a comparable term in
the applicable Series Supplement.



          “Series Investor Interest,” with respect to any Collateral Certificate, has the
meaning set forth in the related Series Supplement.



          “Series Principal Collections” means, with respect to any Collateral Certificate,
amounts designated as “Series Principal Collections” or a comparable term in the applicable Series
Supplement.



          “Series Supplement” means, for the Series 2007-CC Collateral Certificate, the Series
2007-CC Series Supplement, and for any other Collateral Certificate means, any series supplement to
the applicable Pooling and Servicing Agreement under which such Collateral



23









 







Certificate was issued,
as set forth in the applicable Assignment of Additional Assets, as the same may be amended,
supplemented, restated, amended and restated, replaced or otherwise modified from time to time.



          “Servicer” means initially (i) with respect to the Series 2007-CC Collateral
Certificate, Discover Bank as servicer for the DCMT and (ii) with respect to an Additional
Collateral Certificate, the Person who is designated as the Servicer with respect to such
Additional Collateral Certificate in the Assignment of Additional Assets relating to such
Additional Collateral Certificate; and thereafter any Person appointed as a successor Servicer to
any such Servicer or as an additional servicer, as provided in the DCMT Pooling and Servicing
Agreement or the Pooling and Servicing Agreement for such Additional Collateral Certificate.



          “Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of
Regulation AB, as such may be amended from time to time.



          “Servicing Fee” has the meaning set forth in Section 504.



          “Servicing Fee Allocation Percentage” means, for any Series of Notes for any Due
Period or the related Distribution Date, the sum of the Nominal Liquidation Amounts for all Classes
or Tranches of Notes in such Series, without duplication, divided by the sum of the Nominal
Liquidation Amounts for all Series of Notes, in each case as of the first day of such Due Period.



          “Specified Rating” with respect to any Series, Class or Tranche of Notes has the
meaning set forth in the applicable Indenture Supplement.



          “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of the
McGraw-Hill Companies, Inc., or any successor thereto.



          “Stated Principal Amount,” means, with respect to any Series of Notes, the sum of the
Stated Principal Amounts for all Outstanding Classes or Tranches of Notes of such Series, without
duplication, and for any Class or Tranche of Notes has the meaning set forth in the applicable
Indenture Supplement.



          “Subaccount” means each portion of an Issuer Account designated as such pursuant to
this Indenture or the related Indenture Supplement.



          “Subordinated Class,” with respect to a Class of Notes of any Series, has the meaning
set forth in the related Indenture Supplement.



          “Subordinated Notes” means Notes of a Subordinated Class of a Series.



          “Supplemental Credit Enhancement Agreement” means a cash collateral account, a letter
of credit, a surety bond, an insurance policy or other similar arrangement with any credit
enhancement provider which provides the benefit of one or more forms of credit enhancement which is
referenced in the applicable Indenture Supplement for any Series, Class or Tranche of Notes.




24









 





          “Supplemental Credit Enhancement Provider” means, unless otherwise specified in
the applicable Indenture Supplement, any party to any Supplemental Credit Enhancement Agreement
other than the Issuer or the Indenture Trustee.




          “Supplemental Liquidity Agreement” means any liquidity facility or other liquidity
agreement which provides the benefit of liquidity for any Series, Class or Tranche of Notes which
is referenced in the applicable Indenture Supplement.




          “Supplemental Liquidity Provider” means, unless otherwise specified in the applicable
Indenture Supplement, any party to any Supplemental Liquidity Agreement other than the Issuer or
the Indenture Trustee.




          “Targeted Prefunding Deposit” has, for any Series, Class or Tranche of Notes, the
meaning set forth in the applicable Indenture Supplement.




          “Targeted Principal Deposit” has, for any Series, Class or Tranche of Notes, the
meaning set forth in the applicable Indenture Supplement.




          “Temporary Global Note” has the meaning set forth in Section 205.




          “Terms Document” with respect to any Class or Tranche of Notes, has the meaning set
forth in the applicable Indenture Supplement.




          “Tranche” means, with respect to any Class of Notes, Notes of such Class which have
identical terms, conditions and Tranche designation. Notes of a single Tranche may be issued on
different dates.




          “Trust Agreement” means the Trust Agreement dated as of [ ] between the Discover Bank,
as Beneficiary and Wilmington Trust Company, as Owner Trustee as the same may be amended,
supplemented, restated, amended and restated, replaced or otherwise modified from time to time.




          “Trust Estate” has the meaning set forth in the Trust Agreement.




          “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990, as in force at the date as of which this Indenture was executed
except as provided in Section 1005.




          “UCC” means the Uniform Commercial Code, as in effect in the relevant jurisdiction.




          “United States Person” has the meaning provided in Section 7701(a)(30) of the Internal
Revenue Code.




          “U.S. Depository” means, unless otherwise specified by the Issuer pursuant to
Section 204 or 301, with respect to Notes of any Tranche issuable or issued as a
Global Note within the United States, The Depository Trust Company, New York, New York, or any

25









 





successor thereto registered as a clearing agency under the Securities Exchange Act, or other
applicable statute or regulation.




          Section 102. Acts of Noteholders.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
(collectively, “Action”) provided by this Indenture to be given or taken by Noteholders of
any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in
writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes,
any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively,
be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in
person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held
in accordance with the provisions of Section 904, or a combination of such instruments and
any such record. Except as herein otherwise expressly provided, such Action will become effective
when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby
expressly required, to the Issuer. Such instrument or instruments and any such record (and the
Action embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Noteholders signing such instrument or instruments and so voting at any
meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or
the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and
(subject to Section 801) conclusive in favor of the Indenture Trustee and the Issuer, if
made in the manner provided in this Section 102.




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness to such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by an officer of a corporation or a member of a partnership, on behalf of such corporation or
partnership, such certificate or affidavit will also constitute sufficient proof of his authority.
The fact and date of the execution of any such instrument or writing, or the authority of the
person executing the same, may also be proved in any other manner which the Indenture Trustee deems
sufficient.




          (c)  (i) The ownership of Registered Notes will be proved by the Note Register.




          (ii) The ownership of Bearer Notes or coupons will be proved by the production of such
Bearer Notes or coupons or by a certificate, satisfactory to the Issuer and the Indenture
Trustee by any bank, trust company or recognized securities dealer, as depositary, wherever
situated, satisfactory to the Issuer. Each such certificate will be dated and will state
that on the date thereof a Bearer Note or coupon bearing a specified



26









 







serial number was deposited with or exhibited to such bank, trust company or recognized
securities dealer by the Person named in such certificate. Any such certificate may be
issued in respect of one or more Bearer Notes or coupons specified therein. The holding by
the Person named in any such certificate of any Bearer Note specified therein will be
presumed to continue for a period of one year from the date of such certificate unless at
the time of any determination of such holding (A) another certificate bearing a later date
issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or
coupon specified in such certificate is produced by some other Person or (C) the Bearer Note
or coupon specified in such certificate has ceased to be Outstanding.



          (d) The fact and date of execution of any such instrument or writing, the authority of the
Person executing the same and the principal amount and serial numbers of Bearer Notes held by the
Person so executing such instrument or writing and the date of holding the same may also be proved
in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in
any instance require further proof with respect to any of the matters referred to in this Section.




          (e) If the Issuer will solicit from the Holders any Action, the Issuer may, at its option, by
an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date
for the determination of Holders entitled to give such Action, but the Issuer will have no
obligation to do so. If the Issuer does not so fix a record date, such record date will be the
later of thirty (30) days before the first solicitation of such Action or the date of the most
recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 901
before such solicitation. Such Action may be given before or after the record date, but only the
Holders of record at the close of business on the record date will be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of Notes Outstanding have
authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will
be computed as of the record date; provided that no such authorization, agreement or consent by the
Holders on the record date will be deemed effective unless it will become effective pursuant to the
provisions of this Indenture not later than six months after the record date.




          (f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the
transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or
suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not
notation of such Action is made upon such Note.




          (g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder
with regard to any particular Note may do so with regard to all or any part of the principal amount
of such Note or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount. Any notice given or Action
taken by a Holder or its agents with regard to different parts of such principal amount pursuant to
this paragraph shall have the same effect as if given or taken by separate Holders of each such
different part.




          (h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to
Section 301 or pursuant to one or more Indenture Supplements, a Holder, including a
Depository that is the Holder of a Global Note, may make, give or take, by a proxy or

27









 








proxies duly appointed in writing, any Action provided in this Indenture to be made, given or
taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or
proxies to the beneficial owners of interests in or security entitlements to any such Global Note
through such Depository’s standing instructions and customary practices.




          (i) The Issuer may fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in or security entitlements to any Global Note held by a Depository
entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly
appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.
If such a record date is fixed, the Holders on such record date or their duly appointed proxy or
proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not
such Holders remain Holders after such record date. No such Action shall be valid or effective if
made, given or taken more than 90 days after such record date.




          Section 103. Notices, etc., to Indenture Trustee and Issuer.




          Any Action of Noteholders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with, the Indenture Trustee by any Noteholder or by the
Issuer will be sufficient for every purpose hereunder if in writing and mailed, first-class postage
prepaid or sent via facsimile transmission to the Indenture Trustee at its Corporate Trust Office,
or the Issuer by the Indenture Trustee or by any Noteholder will be sufficient for every purpose
hereunder (except as provided in Subsection 701(c)) if in writing and mailed, first-class
postage prepaid, to the Issuer addressed to it at the address of its principal office specified in
the first paragraph of this Indenture or at any other address previously furnished in writing to
the Indenture Trustee by the Issuer.




          Section 104. Compliance Certificates and Opinions. Every certificate or opinion with
respect to compliance with a condition or covenant provided for in this Indenture (except for the
written statement required by Section 1105) will include: 




          (a) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;




          (b) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;




          (c) a statement that such individual has made such examination or investigation as is
necessary to express an informed opinion as to whether or not such covenant or condition has been
complied with; and




          (d) a statement as to whether, in the opinion of each such individual, such condition or
covenant has been complied with.




          Section 105. Notices to Noteholders; Waiver.




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          (a) Where this Indenture, any Indenture Supplement or any Registered Note provides for notice
to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise
herein, in such Indenture Supplement or in such Registered Note expressly provided) if in writing
and mailed, first-class postage prepaid, sent by facsimile, sent by electronic transmission or
personally delivered to each Holder of a Registered Note affected by such event, at such
Noteholder’s address as it appears in the Note Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any case where notice
to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither
the failure to mail, send by facsimile, send by electronic transmission or deliver such notice, nor
any defect in any notice so mailed, to any particular Noteholders will affect the sufficiency of
such notice with respect to other Noteholders and any notice that is mailed, sent by facsimile,
sent by electronic transmission or delivered in the manner herein provided shall conclusively have
been presumed to have been duly given.




          Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in
any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver will be the equivalent of such notice. Waivers
of notice by Registered Noteholders will be filed with the Indenture Trustee, but such filing will
not be a condition precedent to the validity of any action taken in reliance upon such waiver.




          (b) In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or otherwise, it will be impractical to mail notice of any event to any Holder of a
Registered Note when such notice is required to be given pursuant to any provision of this
Indenture, then any method of notification as will be satisfactory to the Indenture Trustee and the
Issuer will be deemed to be a sufficient giving of such notice.




          (c) No notice will be given by mail, facsimile, electronic transmission or otherwise delivered
to a Holder of Bearer Notes or coupons in bearer form. In the case of any Series, Class or Tranche
with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be
given to Holders of such Bearer Notes will be published in an Authorized Newspaper within the time
period prescribed in this Indenture or the applicable Indenture Supplement.




          (d) With respect to any Series, Class or Tranche of Notes, the applicable Indenture Supplement
may specify different or additional means of giving notice to the Holders of the Notes of such
Series, Class or Tranche.




          (e) Where this Indenture provides for notice to any Note Rating Agency, failure to give such
notice will not affect any other rights or obligations created hereunder and will not under any
circumstance constitute a Material Adverse Effect.




          Section 106. Conflict with Trust Indenture Act.




          If and to the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by, or with another provision (an “incorporated provision”) included in
this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture

29









 








Act, such imposed duties or incorporated provision will control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision will be deemed to apply to this Indenture as so modified or
excluded, as the case may be.




          Section 107. Effect of Headings and Table of Contents.




          The Article and Section headings herein and the Table of Contents are for convenience only
and will not affect the construction hereof.




          Section 108. Successors and Assigns.




          All covenants and agreements in this Indenture by the Issuer will bind its successors and
assigns, whether so expressed or not. All covenants and agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents of the Indenture Trustee.




          Section 109. Severability of Provisions.




          In case any provision in this Indenture or in the Notes will be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in
any way be affected or impaired thereby.




          Section 110. Benefits of Indenture.




          Nothing in this Indenture or in any Notes, express or implied, will give to any Person,
other than the parties hereto and their successors hereunder, any Authenticating Agent or Paying
Agent, the Note Registrar, Derivative Counterparties (to the extent specified in the applicable
Derivative Agreement), Supplemental Credit Enhancement Providers and Supplemental Liquidity
Providers (each to the extent specified in the applicable Supplemental Credit Enhancement Agreement
and Supplemental Liquidity Agreement, as applicable) and the Holders of Notes (or such of them as
may be affected thereby), any benefit or any legal or equitable right, remedy or claim under this
Indenture.




          Section 111. Governing Law.




          THIS INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ANY
CONFLICT OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.




          Section 112. Counterparts.




          This Indenture may be executed in any number of counterparts, each of which so executed
will be deemed to be an original, but all such counterparts will together constitute but one and
the same instrument.




30









 








          Section 113. Indenture Referred to in the Trust Agreement.



This is the Indenture referred to in the Trust Agreement.




[END OF ARTICLE I]




31









 








ARTICLE II




NOTE FORMS




          Section 201. Forms Generally.




          The Notes will have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture or the applicable Indenture Supplement
and may have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon, as may be required to comply with applicable laws or regulations or
with the rules of any securities exchange, or as may, consistently herewith, be determined by the
Issuer, as evidenced by the Issuer’s execution of such Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the
Note.




          The definitive Notes will be typewritten, printed, lithographed or engraved or produced by any
combination of these methods (with or without steel engraved borders) or may be produced in any
other manner, all as determined by the Issuer, as evidenced by the Issuer’s execution of such
Notes, subject, with respect to the Notes of any Series, Class or Tranche, to the rules of any
securities exchange on which such Notes are listed.




          Section 202. Forms of Notes.




          Each Note will be in one of the forms approved from time to time by or pursuant to an
Indenture Supplement.




          Section 203. Authentication of Notes; Form of Indenture Trustee’s Certificate of
Authentication.




          The Indenture Trustee will authenticate and deliver, upon the order of Discover Bank as
Beneficiary of the Note Issuance Trust, the Notes of each Series, Class or Tranche, to be issued
under any Indenture Supplement. The form of Indenture Trustee’s Certificate of Authentication for
any Note issued pursuant to this Indenture will be substantially as follows:




32









 








INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Notes of the Series, Class or Tranche designated therein referred to in the
within-mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 	 	 





          Section 204. Notes Issuable in the Form of a Global Note.








          (a) If the Issuer establishes pursuant to Sections 202 and 301 that the Notes
of a particular Series, Class or Tranche are to be issued in whole or in part in the form of one or
more Global Notes, then the Issuer will execute and the Indenture Trustee or its agent will, in
accordance with Section 303 and the authentication order delivered to the Indenture Trustee
or its agent thereunder in accordance with Section 203, authenticate and deliver, such
Global Note or Notes, which, unless otherwise provided in the applicable Indenture Supplement (i)
will represent, and will be denominated in an amount equal to the aggregate Stated Principal Amount
(or in the case of Discount Notes, the aggregate Stated Principal Amount at the Expected Maturity
Date of such Notes) of the Outstanding Notes of such Series, Class or Tranche to be represented by
such Global Note or Notes, or such portion thereof as Discover Bank, as Beneficiary of the Note
Issuance Trust, will specify in such authentication order, (ii) in the case of Registered Notes,
will be registered in the name of the Depository for such Global Note or Notes or its nominee,
(iii) will be delivered by the Indenture Trustee or its agent to the Depository or pursuant to the
Depository’s instruction, (iv) if applicable, will bear a legend substantially to the following
effect: “Unless this Note is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer,
exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of DTC), any transfer,
pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the
registered owner hereof, Cede & Co., has an interest herein” and (v) may bear such other legend as
the Issuer, upon advice of counsel, deems to be applicable.




          (b) Notwithstanding any other provisions of this Section 204 or of Section
305, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or
the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or
in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the
manner provided in Section 305, only to a nominee of the Depository for such Global

33









 








Note, or to the Depository, or a successor Depository for such Global Note selected or
approved by the Issuer, or to a nominee of such successor Depository.




          (c) With respect to Notes issued within the United States, unless otherwise specified in the
applicable Indenture Supplement, or with respect to Notes issued outside the United States, if
specified in the applicable Indenture Supplement:





          (i) If at any time the Depository for a Global Note notifies the Issuer that it is
unwilling or unable to continue as Depository for such Global Note or if at any time the
Depository for the Notes for such Series, Class or Tranche ceases to be a clearing agency
registered under the Securities Exchange Act, or other applicable statute or regulation, the
Issuer will appoint a successor Depository with respect to such Global Note. If a successor
Depository for such Global Note is not appointed by the Issuer within ninety (90) days after
the Issuer receives such notice or becomes aware of such ineligibility, the Issuer will
execute, and the Indenture Trustee or its agent, upon receipt of an authentication order
requesting the authentication and delivery of individual Notes of such Series, Class or
Tranche in exchange for such Global Note, will authenticate and deliver, individual Notes of
such Series, Class or Tranche of like tenor and terms in an aggregate Stated Principal
Amount equal to the Stated Principal Amount of the Global Note in exchange for such Global
Note.




          (ii) The Issuer may at any time and in its sole discretion determine that the Notes of
any Series, Class or Tranche or portion thereof issued or issuable in the form of one or
more Global Notes will no longer be represented by such Global Note or Notes. In such event
the Issuer will execute, and the Indenture Trustee, upon receipt of a written request by the
Issuer for the authentication and delivery of individual Notes of such Series, Class or
Tranche in exchange in whole or in part for such Global Note, will authenticate and deliver
individual Notes of such Series, Class or Tranche of like tenor and terms in definitive form
in an aggregate Stated Principal Amount equal to the Stated Principal Amount of such Global
Note or Notes representing such Series, Class or Tranche or portion thereof in exchange for
such Global Note or Notes.




          (iii) If specified by the Issuer pursuant to Sections 202 and 301 with
respect to Notes issued or issuable in the form of a Global Note, the Depository for such
Global Note may surrender such Global Note in exchange in whole or in part for individual
Notes of such Series, Class or Tranche of like tenor and terms in definitive form on such
terms as are acceptable to the Issuer and such Depository. Thereupon the Issuer will
execute, and the Indenture Trustee or its agent will authenticate and deliver, without
service charge, (A) to each Person specified by such Depository a new Note or Notes of the
same Series, Class or Tranche of like tenor and terms and of any authorized denomination as
requested by such Person in aggregate Stated Principal Amount equal to and in exchange for
such Person’s beneficial interest in the Global Note; and (B) to such Depository a new
Global Note of like tenor and terms and in an authorized denomination equal to the
difference, if any, between the Stated Principal Amount of the surrendered Global Note and
the aggregate Stated Principal Amount of Notes delivered to the Holders thereof.



34









 






          (iv) If any Event of Default has occurred and is continuing with respect to such Global
Notes, and Holders of Notes evidencing more than 50% of the unpaid Outstanding Dollar
Principal Amount of the Global Notes of that Series, Class or Tranche advise the Indenture
Trustee and the Depository that a Global Note is no longer in the best interest of the
Noteholders, the Holders of Global Notes of that Tranche may exchange such Notes for
individual Notes.




          (v) In any exchange provided for in any of the preceding four paragraphs, the Issuer
will execute and the Indenture Trustee or its agent will authenticate and deliver individual
Notes in definitive registered form in authorized denominations. Upon the exchange of the
entire Stated Principal Amount of a Global Note for individual Notes, such Global Note will
be canceled by the Indenture Trustee or its agent. Except as provided in the preceding four
paragraphs, Notes issued in exchange for a Global Note pursuant to this Section will be
registered in such names and in such authorized denominations as the Depository for such
Global Note, pursuant to instructions from its direct or indirect participants or otherwise,
will instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee or the
Note Registrar will deliver such Notes to the Persons in whose names such Notes are so
registered.



          Section 205. Temporary Global Notes and Permanent Global Notes.




          (a) If specified in the applicable Indenture Supplement for any Tranche, all or any portion of
a Global Note may initially be issued in the form of a single temporary global Bearer Note or
Registered Note (the “Temporary Global Note”), without interest coupons, in the
denomination of the applicable portion or the entire aggregate principal amount of such Series,
Class or Tranche and substantially in the form set forth in the exhibit with respect thereto
attached to the applicable Indenture Supplement. The Temporary Global Note will be authenticated
by the Indenture Trustee upon the same conditions, in substantially the same manner and with the
same effect as the Notes in definitive form. The Temporary Global Note may be exchanged as
described below or in the applicable Indenture Supplement for permanent global Bearer Notes or
Registered Notes (the “Permanent Global Notes”).




          (b) Unless otherwise provided in the applicable Indenture Supplement, exchanges of beneficial
interests in or security entitlements to Temporary Global Notes for beneficial interests in or
security entitlements to Permanent Global Notes will be made as provided in this clause. The
Beneficiary will, upon its determination of the date of completion of the distribution of the Notes
of such Series, Class or Tranche, so advise the Indenture Trustee, the Issuer, the Foreign
Depository, and each foreign clearing agency forthwith. Without unnecessary delay, but in any
event not prior to the Exchange Date, the Issuer will execute and deliver to the Indenture Trustee
at the office of its designated agent outside the United States Permanent Global Notes in bearer or
registered form (as specified in the applicable Indenture Supplement) in an aggregate principal
amount equal to the Outstanding Dollar Principal Amount of such Series, Class or Tranche of Notes.
Bearer Notes so issued and delivered may have

35









 








coupons attached. The Temporary Global Note may be exchanged for an equal aggregate principal
amount of Permanent Global Notes only on or after the Exchange Date. A United States Person may
exchange its beneficial interest in or security entitlement to the Temporary Global Note only for
an equal aggregate principal amount of Permanent Global Notes in registered form bearing the
applicable legend set forth in the form of Registered Note attached to the applicable Indenture
Supplement and having a minimum denomination of $500,000, which may be in temporary form if the
Issuer so elects. The Issuer may waive the $500,000 minimum denomination requirement if it so
elects. Upon any demand for exchange for Permanent Global Notes in accordance with this clause,
the Issuer will cause the Indenture Trustee to authenticate and deliver the Permanent Global Notes
to the Holder (x) outside the United States, in the case of Bearer Notes and (y) according to the
instructions of the Holder, in the case of Registered Notes, but in either case only upon
presentation to the Indenture Trustee of a written statement substantially in the form of
Exhibit B-1 (or such other form as the Issuer may determine) with respect to the Temporary
Global Note, or portion thereof being exchanged, signed by a foreign clearing agency or Foreign
Depository and dated the Exchange Date or a subsequent date, to the effect that it has received in
writing or by tested telex (i) in the case of beneficial ownership of the Temporary Global Note, or
a portion thereof being exchanged, by a United States qualified institutional buyer pursuant to
this clause, the certificate substantially in the form of Exhibit B-2 (or such other form
as the Issuer may determine) signed by the beneficial owner which sold the relevant Notes or (ii)
in all other cases, the certificate substantially in the form of Exhibit B-3 (or such other
form as the Issuer may determine), the certificate referred to in this clause (ii) being dated on
the earlier of the first payment of interest in respect of such Note and the date of the delivery
of such Note in definitive form. Upon receipt of such certification, the Indenture Trustee will
cause the Temporary Global Note to be endorsed in accordance with clause (d). Any exchange as
provided in this Section will be made free of charge to the Holders and the beneficial owners of
the Temporary Global Note and to the beneficial owners of the Permanent Global Note issued in
exchange, except that a Person receiving the Permanent Global Note must bear the cost of insurance,
postage, transportation and the like in the event that such Person does not receive such Permanent
Global Note in person at the offices of a foreign clearing agency or Foreign Depository.




          (c) The delivery to the Indenture Trustee by a foreign clearing agency or Foreign Depository
of any written statement referred to above may be relied upon by the Issuer and the Indenture
Trustee as conclusive evidence that a corresponding certification or certifications has or have
been delivered to such foreign clearing agency pursuant to the terms of this Indenture.




          (d) Upon any such exchange of all or a portion of the Temporary Global Note for a Permanent
Global Note or Notes, such Temporary Global Note will be endorsed by or on behalf of the Indenture
Trustee to reflect the reduction of its principal amount by an amount equal to the aggregate
principal amount of such Permanent Global Note or Notes. Until so exchanged in full, such
Temporary Global Note will in all respects be entitled to the same benefits under this Indenture as
Permanent Global Notes authenticated and delivered hereunder except that the beneficial owners of
such Temporary Global Note will not be entitled to receive payments of interest on the Notes until
they have exchanged their beneficial interests or security entitlements to such Temporary Global
Note for Permanent Global Notes.




36









 








          Section 206. Beneficial Ownership of Global Notes.




          Until definitive Notes have been issued to the applicable Noteholders pursuant to
Section 204 or as otherwise specified in any applicable Indenture Supplement:




          (a) the Issuer and the Indenture Trustee may deal with the applicable clearing agency or
Depository and the clearing agency’s or Depository’s participants for all purposes (including the
making of distributions) as the authorized representatives of the respective Note Owners; and




          (b) the rights of the respective Note Owners will be exercised only through the applicable
clearing agency or Depository and the clearing agency’s or Depository’s participants and will be
limited to those established by law and agreements between such Note Owners and the clearing agency
or Depository and/or the clearing agency’s or Depository’s participants. Pursuant to the operating
rules of the applicable clearing agency, unless and until Notes in definitive form are issued
pursuant to Section 204, the clearing agency or Depository will make book-entry transfers
among the clearing agency’s or Depository’s participants and receive and transmit distributions of
principal and interest on the related Notes to such clearing agency’s or Depository’s participants.




          For purposes of any provision of this Indenture requiring or permitting actions with the
consent of, or at the direction of, Noteholders evidencing a specified percentage of the
Outstanding Dollar Principal Amount of Outstanding Notes, such direction or consent may be given by
Note Owners (acting through the clearing agency and the clearing agency’s participants) owning
interests in or security entitlements to Notes evidencing the requisite percentage of principal
amount of Notes.




          Section 207. Notices to Depository.




          Whenever any notice or other communication is required to be given to Noteholders with
respect to which book-entry Notes have been issued, unless and until Notes in definitive form will
have been issued to the related Note Owners, the Indenture Trustee will give all such notices and
communications to the applicable clearing agency or Depository.




[END OF ARTICLE II]




37









 








ARTICLE III




THE NOTES




          Section 301. General Title; General Limitations; Issuable in Series; Terms of a Series,
Class or Tranche of Notes.




          (a) The aggregate Stated Principal Amount of Notes which may be authenticated and delivered
and Outstanding under this Indenture is not limited.




          (b) The Notes may be issued in one or more Series, Classes or Tranches up to an aggregate
Stated Principal Amount of Notes as from time to time may be authorized by the Issuer. All Notes
of each Series, Class or Tranche under this Indenture will in all respects be equally and ratably
entitled to the benefits hereof with respect to such Series, Class or Tranche without preference,
priority or distinction on account of (i) the actual time of the authentication and delivery, (ii)
Expected Maturity Date or (iii) Legal Maturity Date of the Notes of such Series, Class or Tranche,
except as specified in the applicable Indenture Supplement for such Series, Class or Tranche of
Notes.




          (c) Each Note issued must be part of a Series, Class and Tranche of Notes for purposes of
allocations pursuant to the related Indenture Supplement. A Series of Notes is created pursuant to
an Indenture Supplement. A Class or Tranche of Notes is created pursuant to an Indenture
Supplement or pursuant to a Terms Document, each related to the Indenture Supplement for the
applicable Series.




          (d) Each Series of Notes may, but need not be, subdivided into multiple Classes. Notes
belonging to a Class in any Series may be entitled to specified payment priorities over other
Classes of Notes in that Series.




          (e) Notes of a Series that belong to different Classes in that Series belong to different
Tranches on the basis of the difference in Class membership.




          (f) Each Class of Notes may consist of a single Tranche or may be subdivided into multiple
Tranches. Notes of a single Class of a Series will belong to different Tranches if they have
different terms and conditions. With respect to any Class of Notes, Notes which have identical
terms, conditions and Tranche designation will be deemed to be part of a single Tranche.




          (g) Before the initial issuance of Notes of each Series, Class or Tranche, there shall also be
established in or pursuant to an Indenture Supplement or pursuant to a Terms Document related to
the applicable Indenture Supplement, provision for:





          (i) the Series designation;




          (ii) the Stated Principal Amount of the Notes;



38









 






          (iii) whether such Notes are of a particular Class of Notes or a Tranche of a Class of
Notes;




          (iv) the Required Subordinated Amount (if any) for such Class or Tranche of Notes;




          (v) the currency or currencies in which such Notes will be denominated and in which
payments of principal of, and interest on, such Notes will or may be payable;




          (vi) if the principal of or interest, if any, on such Notes is to be payable, at the
election of the Issuer or a Holder thereof, in a currency or currencies other than that in
which the Notes are stated to be payable, the period or periods within which, and the terms
and conditions upon which, such election may be made;




          (vii) if the amount of payments of principal of or interest, if any, on such Notes may
be determined with reference to an index based on (A) a currency or currencies other than
that in which the Notes are stated to be payable, (B) changes in the prices of one or more
other securities or groups or indexes of securities or (C) changes in the prices of one or
more commodities or groups or indexes of commodities, or any combination of the foregoing,
the manner in which such amounts will be determined;




          (viii) the price or prices at which such Series, Class or Tranche of the Notes will be
issued;




          (ix) the rate per annum at which such Series, Class or Tranche of Notes will bear
interest, if any, or the formula or index (including any applicable spread to such index) on
which such rate will be determined, including all relevant definitions, and the date from
which interest will accrue;




          (x) each Interest Payment Date and Expected Principal Payment Date, the Expected
Maturity Date and the Legal Maturity Date for such Series, Class or Tranche of Notes;




          (xi) whether such Series, Class or Tranche of Notes consists of Discount Notes and if
so the rate or method by which principal accretes thereon;




          (xii) the Initial Dollar Principal Amount of such Series, Class or Tranche of Notes,
and the means for calculating the Outstanding Dollar Principal Amount of such Series, Class
or Tranche of Notes;




          (xiii) the Nominal Liquidation Amount of such Series, Class or Tranche of Notes, and
the means for calculating the Nominal Liquidation Amount of such Series, Class or Tranche of
Notes;




          (xiv) whether or not application will be made to list such Series, Class or Tranche of
Notes on any securities exchange;



39









 






          (xv) any Events of Default or Early Redemption Events with respect to such Series,
Class or Tranche of Notes, if not set forth herein, any cure provisions with respect to such
events and any additions, deletions or other changes to the Events of Default or Early
Redemption Events set forth herein that will be applicable to such Series, Class or Tranche
of Notes (including a provision making any Event of Default or Early Redemption Event set
forth herein inapplicable to the Notes of that Series, Class or Tranche);




          (xvi) the appointment by the Indenture Trustee of an Authenticating Agent in one or
more places other than the location of the office of the Indenture Trustee with power to act
on behalf of the Indenture Trustee and subject to its direction in the authentication and
delivery of such Notes in connection with such transactions as will be specified in the
provisions of this Indenture or in or pursuant to the applicable Indenture Supplement
creating such Series, Class or Tranche;




          (xvii) if such Series, Class or Tranche of Notes will be issued in whole or in part in
the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such
Global Note or Global Notes may be exchanged in whole or in part for other individual Notes;
and the Depository for such Global Note or Global Notes (if other than the Depository
specified in Section 101);




          (xviii) if such Series, Class or Tranche of Notes will be issued in whole or in part as
Registered Notes, Bearer Notes or both, whether such Series, Class or Tranche of Notes are
to be issued with or without coupons or both;




          (xix) the subordination of such Series, Class or Tranche of Notes to any other
indebtedness of the Issuer, including without limitation, the Notes of any other Series,
Class or Tranche;




          (xx) if such Series, Class or Tranche of Notes are to have the benefit of any
Derivative Agreement, the terms and provisions of such agreement;




          (xxi) if such Series, Class or Tranche of Notes is to have the benefit of any
Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, the terms and
provisions of the applicable agreement;




          (xxii) if such Series, Class or Tranche of Notes is to have the benefit of any reserve
account, the provisions relating to such account and the conditions to any deposits into or
withdrawals therefrom;




          (xxiii) the Record Date for any Payment Date of such Series, Class or Tranche of Notes,
if different from the last day of the month before the related Payment Date;




          (xxiv) the amount scheduled or targeted to be deposited on each Principal Payment Date
during an early redemption period or accumulation period for such Series, Class or Tranche
of Notes;



40









 






          (xxv) whether and under what conditions, additional amounts will be payable to
Noteholders; and




          (xxvi) any other terms of such Notes as stated in the related Indenture Supplement;


all upon such terms as may be determined in or pursuant to an Indenture Supplement with respect to
such Series, Class or Tranche of Notes.




          (h) The form of the Notes of each Series, Class or Tranche will be established pursuant to the
provisions of this Indenture and the related Indenture Supplement or Terms Document creating such
Series, Class or Tranche. The Notes of each Series, Class or Tranche will be distinguished from
the Notes of each other Series, Class or Tranche in such manner, reasonably satisfactory to the
Indenture Trustee, as the Issuer may determine.




          (i) Any terms or provisions in respect of the Notes of any Series, Class or Tranche issued
under this Indenture may be determined pursuant to this Section by providing in the applicable
Indenture Supplement for the method by which such terms or provisions will be determined.




          Section 302. Denominations.




          The Notes of each Series, Class or Tranche will be issuable in such denominations and
currency as will be provided in the provisions of this Indenture or in or pursuant to the
applicable Indenture Supplement. In the absence of any such provisions with respect to the
Registered Notes of any Series, Class or Tranche, the Registered Notes of that Series, Class or
Tranche will be issued in denominations of $100,000 and multiples of $1,000 in excess thereof. In
the absence of any such provisions with respect to the Bearer Notes of any Series, Class or
Tranche, the Bearer Notes of that Series, Class or Tranche will be issued in denominations of
1,000, 5,000, 50,000 and 100,000 units of the applicable currency.




          Section 303. Execution, Authentication and Delivery and Dating.




          (a) The Notes will be executed on behalf of the Issuer by an Issuer Authorized Officer. The
signature of any officer of the Beneficiary or the Owner Trustee on the Notes may be manual or
facsimile.




          (b) Notes bearing the manual or facsimile signatures of individuals who were at any time an
Issuer Authorized Officer will bind the Issuer, notwithstanding that such individuals or any of
them have ceased to hold such offices before the authentication and delivery of such Notes or did
not hold such offices at the date of issuance of such Notes.




          (c) At any time and from time to time after the execution and delivery of this Indenture, the
Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and
the Indenture Trustee will, upon receipt of an authentication order in

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accordance with Section 203 above, authenticate and deliver such Notes as in this
Indenture provided and not otherwise.




          (d) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof
will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and
this Indenture.




          (e) Unless otherwise provided in the form of Note for any Series, Class or Tranche, all Notes
will be dated the date of their authentication.




          (f) No Note will be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Note a Certificate of Authentication substantially in the
form provided for herein executed by the Indenture Trustee (including, if applicable, by an
Authenticating Agent appointed under Section 815) by manual signature of an authorized
signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder.




          Section 304. Temporary Notes.








          (a) Pending the preparation of definitive Notes of any Series, Class or Tranche, the Issuer
may execute, and, upon receipt of the documents required by Section 303, the Indenture
Trustee will authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of
the tenor of the definitive Notes in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the Issuer may determine, as evidenced
by the Issuer’s execution of such Notes.




          (b) If temporary Notes of any Series, Class or Tranche are issued, the Issuer will cause
definitive Notes of such Series, Class or Tranche to be prepared without unreasonable delay. After
the preparation of definitive Notes, the temporary Notes of such Series, Class or Tranche will be
exchangeable for definitive Notes of such Series, Class or Tranche upon surrender of the temporary
Notes of such Series, Class or Tranche at the office or agency of the Issuer in a Place of Payment,
without charge to the Holder; and upon surrender for cancellation of any one or more temporary
Notes the Issuer will execute and the Indenture Trustee will authenticate and deliver in exchange
therefor a like Stated Principal Amount of definitive Notes of such Series, Class or Tranche of
authorized denominations and of like tenor and terms. Until so exchanged the temporary Notes of
such Series, Class or Tranche will in all respects be entitled to the same benefits under this
Indenture as definitive Notes of such Series, Class or Tranche.




          Section 305. Registration, Transfer and Exchange.




          (a) The Issuer will keep or cause to be kept a register (herein sometimes referred to as the
“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the
Issuer will provide for the registration of Registered Notes, or of Registered Notes

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of a particular Series, Class or Tranche, and for transfers of Registered Notes or of
Registered Notes of such Tranche. Any such register will be in written form or in any other form
capable of being converted into written form within a reasonable time. At all reasonable times the
information contained in such register or registers will be available for inspection by the
Indenture Trustee at the office or agency to be maintained by the Issuer as provided in Section
1103.




          (b) Subject to Section 204, upon surrender for transfer of any Registered Note of any
Series, Class or Tranche at the office or agency of the Issuer in a Place of Payment, if the
requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, and, upon receipt of
such surrendered Note, the Indenture Trustee will authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Notes of such Series, Class or
Tranche of any authorized denominations, of a like aggregate Stated Principal Amount, Expected
Maturity Date and Legal Maturity Date and of like terms.




          (c) Subject to Section 204, at the option of the Holder, Notes of any Series, Class or
Tranche may be exchanged for other Notes of such Series, Class or Tranche of any authorized
denominations, of a like aggregate Stated Principal Amount, Expected Maturity Date and Legal
Maturity Date and of like terms, upon surrender of the Notes to be exchanged at such office or
agency. Registered Notes, including Registered Notes received in exchange for Bearer Notes, may
not be exchanged for Bearer Notes. At the option of the Holder of a Bearer Note, subject to
applicable laws and regulations, Bearer Notes may be exchanged for other Bearer Notes or Registered
Notes (of the same Series, Class and Tranche of Notes) of authorized denominations of like
aggregate Stated Principal Amount, Expected Maturity Date and Legal Maturity Date and of like
terms, upon surrender of the Bearer Notes to be exchanged at an office or agency of the Note
Registrar located outside the United States. Each Bearer Note surrendered pursuant to this Section
will have attached thereto all unmatured coupons; provided, however, that any
Bearer Note so surrendered after the close of business on the last day of the month preceding the
relevant Payment Date need not have attached the coupon relating to such Payment Date. Whenever
any Notes are so surrendered for exchange, the Issuer will execute, and the Indenture Trustee will
authenticate and deliver (in the case of Bearer Notes, outside the United Sates), the Notes which
the Noteholders making the exchange are entitled to receive.




          (d) All Notes issued upon any transfer or exchange of Notes will be the valid and legally
binding obligations of the Issuer, evidencing the same debt, and entitled to the same benefits
under this Indenture, as the Notes surrendered upon such transfer or exchange.




          (e) Every Note presented or surrendered for transfer or exchange will (if so required by the
Issuer or the Indenture Trustee) be duly indorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Note Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing.




          (f) Unless otherwise provided in the Note to be transferred or exchanged, no service charge
will be made on any Noteholder for any transfer or exchange of Notes, but the Issuer may (unless
otherwise provided in such Note) require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer

43









 








or exchange of Notes before the transfer or exchange will be complete, other than exchanges
pursuant to Section 304 not involving any transfer.




          (g) None of the Issuer, the Note Registrar or the Indenture Trustee shall be required (i) to
issue, register the transfer of or exchange any Notes of any Series, Class or Tranche during a
period beginning at the opening of business 15 days before the day of selection of Notes of such
Series, Class or Tranche to be redeemed and ending at the close of business on (A) if Notes of such
Series, Class or Tranche are issuable only as Registered Notes, the day of the mailing of the
relevant notice of redemption of Registered Notes of such Series, Class or Tranche so selected for
redemption or (B) if Notes of the Series, Class or Tranche are issuable as Bearer Notes, the day of
the first publication of the relevant notice of redemption or, if Notes of the Series, Class or
Tranche are also issuable as Registered Notes and there is no publication, the mailing of the
relevant notice of redemption or (ii) to register the transfer or exchange of any Notes or portions
thereof so selected for redemption.




          (h) Notwithstanding anything herein to the contrary, the exchange of Bearer Notes into
Registered Notes shall be subject to applicable laws and regulations in effect at the time of
exchange; none of the Issuer, the Indenture Trustee or the Note Registrar shall exchange any Bearer
Notes into Registered Notes if it has received an Opinion of Counsel that as a result of such
exchanges the Issuer or the Beneficiary would suffer adverse consequences under the United States
federal income tax laws and regulations then in effect and the Issuer has delivered to the
Indenture Trustee an Issuer Certificate directing the Indenture Trustee not to make such exchanges
unless and until the Indenture Trustee receives a subsequent Issuer Certificate to the contrary.
The Issuer shall deliver copies of such Issuer Certificates to the Note Registrar.




          (i) None of the Issuer, the Indenture Trustee, any agent of the Indenture Trustee, any Paying
Agent or the Note Registrar will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership of a Global Note or for
maintaining, supervising or reviewing any records relating to such beneficial ownership.




          (j) The Issuer initially appoints U.S. Bank National Association to act as Note Registrar for
the Registered Notes on its behalf. The Issuer may at any time and from time to time authorize any
Person to act as Note Registrar in place of the Indenture Trustee with respect to any Series, Class
or Tranche of Notes issued under this Indenture.




          (k) Registration of transfer of Notes containing the following legend or to which the
following legend is applicable:





“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY
OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION
PROVISIONS. THE TRANSFER OF THIS



44









 







NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO
HEREIN.”


will be effected only if such transfer is made pursuant to an effective registration statement
under the Securities Act, or is exempt from the registration requirements under the Securities Act.
In the event that registration of a transfer is to be made in reliance upon an exemption from the
registration requirements under the Securities Act other than Rule 144A under the Securities Act or
Rule 903 or Rule 904 of Regulation S under the Securities Act, any requirements to transfer notes
that have not been registered under the Securities Act, including any forms of transferor or
transferee certifications, will be contained in the Terms Document relating to such notes.




          Notes issued upon registration or transfer of, or Notes issued in exchange for, Notes bearing
the legend referred to above will also bear such legend unless the Issuer, the Indenture Trustee
and the Note Registrar receive an Opinion of Counsel, satisfactory to each of them, to the effect
that such legend may be removed.




          The Indenture Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture and any Indenture Supplement, and to
examine the same to determine substantial compliance as to form with the express requirements
hereof.




          Section 306. Mutilated, Destroyed, Lost and Stolen Notes.








          (a) If (i) any mutilated Note (together, in the case of Bearer Notes, with all unmatured
coupons, if any, appertaining thereto) is surrendered to the Indenture Trustee or the Note
Registrar, or the Issuer, the Note Registrar or the Indenture Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the
Issuer, the Note Registrar or the Indenture Trustee such security or indemnity as may be required
by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note
Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, the
Issuer will execute and upon its request the Indenture Trustee will authenticate and deliver (in
the case of Bearer Notes, outside the United States), in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a new Note of like tenor, Series, Class or Tranche,
Expected Maturity Date, Legal Maturity Date and Stated Principal Amount, bearing a number not
contemporaneously Outstanding.




          (b) In case any such mutilated, destroyed, lost or stolen Note has become due and payable, the
Issuer shall, instead of issuing a new Note, pay such Note.




          (c) Upon the issuance of any new Note under this Section, the Issuer may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Indenture Trustee) connected
therewith.




45









 








          (d) Every new Note issued pursuant to this Section in lieu of any destroyed, lost or stolen
Note will constitute an original additional contractual obligation of the Issuer, whether or not
the destroyed, lost or stolen Note will be at any time enforceable by anyone, and will be entitled
to all the benefits of this Indenture equally and proportionately with any and all other Notes of
the same Series, Class or Tranche duly issued hereunder.




          (e) The provisions of this Section are exclusive and will preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Notes.




          Section 307. Payment of Interest; Interest Rights Preserved; Withholding Taxes.




          (a) Unless otherwise provided with respect to such Note pursuant to Section 301,
interest payable on any Registered Note will be paid to the Person in whose name that Note is
registered at the close of business on the most recent Record Date and interest payable on any
Bearer Note will be paid to the bearer of that Note (or the applicable coupon).




          (b) Subject to clause (a), each Note delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Note will carry the rights to interest accrued or principal
accreted and unpaid, and to accrue or accrete, which were carried by such other Note.




          (c) The right of any Noteholder to receive interest on or principal of any Note shall be
subject to any applicable withholding or deduction imposed pursuant to the Internal Revenue Code or
other applicable tax law, including foreign withholding and deduction. Any amounts properly so
withheld or deducted shall be treated as actually paid to the appropriate Noteholder.




          Section 308. Persons Deemed Owners.




          Title to any Bearer Note, including any coupons appertaining thereto, shall pass by
delivery. The Issuer, the Indenture Trustee, the Owner Trustee, the Beneficiary and any agent of
the Issuer, the Indenture Trustee, the Owner Trustee or the Beneficiary may treat the Person who is
proved to be the owner of such Note pursuant to Subsection 102(c) as the owner of such Note
for the purpose of receiving payment of principal of and (subject to Section 307) interest
on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none
of the Issuer, the Indenture Trustee, the Owner Trustee, the Beneficiary, nor any agent of the
Issuer, the Indenture Trustee, the Owner Trustee or the Beneficiary will be affected by notice to
the contrary.




          Section 309. Cancellation.




          All Notes surrendered for payment, redemption, transfer, conversion or exchange will be
cancelled by the Indenture Trustee, and, if surrendered to any Person other than

46









 







the Indenture Trustee, be delivered to the Indenture Trustee and, if not already canceled,
will be promptly canceled by it. No Note will be authenticated in lieu of or in exchange for any
Notes canceled as provided in this Section, except as expressly permitted by this Indenture. The
Indenture Trustee will dispose of all canceled Notes in accordance with its customary procedures
and will deliver a certificate of such disposition to the Issuer.




          Section 310. New Issuances of Notes.




          (a) Unless otherwise specified in the related Indenture Supplement, the Issuer may issue new
Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied:





          (i) on or prior to the third Business Day before the date that the new issuance is to
occur, the Issuer delivers to the Indenture Trustee notice of such new issuance;




          (ii) on or prior to the date that the new issuance is to occur, the Issuer delivers to
the Indenture Trustee and each Note Rating Agency an Issuer Certificate to the effect that:




     (A) the Issuer reasonably believes that the new issuance will not cause
an Early Redemption Event or Event of Default for any Outstanding Notes (for
the avoidance of doubt, in giving this certification the Issuer need not
consider any effects on the timing of principal payments on Outstanding
Subordinated Notes caused by the issuance of Senior Notes);




     (B) all instruments furnished to the Indenture Trustee conform to the
requirements of this Indenture and constitute sufficient authority hereunder
for the Indenture Trustee to authenticate and deliver such Notes;




     (C) the form and terms of such Notes have been established in
conformity with the provisions of this Indenture; and




     (D) the Series Investor Interest for each Collateral Certificate has
been increased by an amount equal to the product of (i) the Nominal
Liquidation Amount of any Notes to be issued by the Note Issuance Trust and
(ii) the percentage of the Nominal Liquidation Amount of such Notes to be
allocated to that Collateral Certificate, as determined by the Calculation
Agent and notified to Discover Bank; provided that the amount of such
increase may be reduced to the extent of any reductions in the Series
Investor Interest as a result of reductions in the Nominal Liquidation
Amount of any Notes on the date of issuance in connection with principal
payments and deposits;



47









 






which
certificate shall also include such other matters as the Indenture Trustee may reasonably request;




          (iii) on or prior to the date that the new issuance is to occur, the Issuer will have
delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, which
may be from internal counsel of the Issuer or any Beneficiary, that all laws and
requirements with respect to the execution and delivery by the Issuer of such Notes have
been complied with, the Issuer has the trust power and authority to issue such Notes and
such Notes have been duly authorized and delivered by the Issuer and, assuming due
authentication and delivery by the Indenture Trustee, constitute legally valid and binding
obligations of the Issuer enforceable in accordance with their terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or
other laws and legal principles affecting creditors’ rights generally from time to time in
effect and to general equitable principles, whether applied in an action at law or in
equity) and are entitled to the benefits of this Indenture, equally and ratably with all
other Outstanding Notes, if any, of such Series, Class or Tranche, subject to the terms of
this Indenture, each Indenture Supplement and each Terms Document;




          (iv) on or prior to the date that the new issuance is to occur, the Issuer will have
delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion
for each applicable Master Trust and an Issuer Tax Opinion with respect to such issuance;




          (v) the Issuer obtains confirmation from each applicable Note Rating Agency that the
new issuance will not have a Ratings Effect on any Outstanding Notes;




          (vi) in the case of Bearer Notes described in Section 163(f)(2)(A) of the Internal
Revenue Code (without regard to subsection (iv) thereof), the issuance of such Notes shall
satisfy the requirements of Section 163(f)(2)(B) of the Internal Revenue Code;




          (vii) on or prior to the date that the new issuance is to occur, each of the Issuer and
the Indenture Trustee will have executed and delivered an Indenture Supplement and, if
applicable, each of the Issuer and the Indenture Trustee will have executed and delivered a
Terms Document relating to the applicable Class or Tranche of Notes;




          (viii) in the case of Foreign Currency Notes, the Issuer will have appointed one or
more Paying Agents in the appropriate countries;




          (ix) the conditions specified herein or in Section 311 are satisfied; and




          (x) any other conditions specified in the applicable Indenture Supplement are
satisfied;



48









 




provided, however, that any one of the aforementioned conditions may be eliminated
or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if
the Issuer has obtained approval from each applicable Note Rating Agency.




          (b) The Issuer and the Indenture Trustee will not be required to provide prior notice to or to
obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any
additional Notes of any Series, Class or Tranche. In addition, the Issuer agrees to provide notice
of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance
with Item 1121(a)(14) of Regulation AB.




          (c) There are no restrictions on the timing or amount of any additional issuance of Notes of
an Outstanding Series, Class or Tranche of Notes, so long as the conditions described in this
Section 310 and any provisions relating to required subordination in the applicable
Indenture Supplement are met or waived. As of the date of any additional issuance of Notes of an
Outstanding Series, Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar
Principal Amount and Nominal Liquidation Amount of that Series, Class or Tranche will be increased
to reflect the principal amount of the additional Notes. Unless otherwise provided in the
applicable Indenture Supplement, if the additional Notes are part of a Series, Class or Tranche of
Notes, as applicable, for which all previously issued Notes in such Series, Class or Tranche have
the benefit of a Derivative Agreement, the Issuer will enter into a Derivative Agreement for the
benefit of the additional Notes. In addition, if the additional Notes are part of a Series, Class
or Tranche of Notes, as applicable, for which all previously issued Notes in such Series, Class or
Tranche have the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental
Liquidity Agreement, the Issuer will enter into a Supplemental Credit Enhancement Agreement or
Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes.
Furthermore, the targeted deposits, if any, to any applicable Issuer Account will be increased
proportionately to reflect the principal amount of the additional Notes.




          When issued, the additional Notes of a Tranche will be identical in all respects to the other
Outstanding Notes of that Tranche and will be equally and ratably entitled to the benefits of the
Indenture and the related Indenture Supplement applicable to the previously issued Notes of such
Tranche, as the other Outstanding Notes of that Tranche without preference, priority or
distinction.




          Section 311. Specification of Required Subordinated Amount and other Terms with Respect to
each Series, Class or Tranche of Notes.




          (a) The applicable Indenture Supplement for each Series, Class or Tranche of Notes will
specify the manner of calculating the Required Subordinated Amount of each Subordinated Class or
Tranche of Notes, if any.




          (b) The Issuer may change the Required Subordinated Amount or method of computing such amount
for any Class or Tranche of Notes at any time, to the extent and subject to the conditions in the
applicable Indenture Supplement.




49









 








[END OF ARTICLE III]




50









 








ARTICLE IV




ISSUER ACCOUNTS AND INVESTMENTS




          Section 401. Collections.




          Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or
delivery of, and shall receive and collect, directly and without intervention or assistance from
any fiscal agent or other intermediary, all money and other property payable to or receivable by
the Indenture Trustee pursuant to this Indenture including, without limitation, all funds and other
property payable to the Indenture Trustee in connection with the Collateral. The Indenture Trustee
will hold all such money and property received by it as part of the Collateral and will apply it as
provided in this Indenture.




          Section 402. Issuer Accounts.




          (a) On or before the date hereof, the Issuer shall cause to be established one or more
Eligible Deposit Accounts (each such account together with any successor account, a “Collections
Account” and collectively, the “Collections Accounts”) in the name of the Indenture Trustee and for
which the Indenture Trustee is the customer of the deposit bank, bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the Indenture Trustee and
the Noteholders. All collections and distributions received pursuant to Section 401 shall
be deposited into the Collections Account. From time to time in connection with the issuance of a
Series, Class or Tranche of Notes, the Issuer may cause the Indenture Trustee to establish one or
more Eligible Deposit Accounts denominated as “Issuer Accounts” in the name of the Indenture
Trustee, bearing a designation clearly indicating that the funds and
other assets deposited therein are held for the
benefit of the Indenture Trustee and the Noteholders. All investments
of funds on deposit in the Collections Account or any Issuer Account
shall be credited to the Collections Account or an Issuer Account
except for any repurchase agreements or other general intangibles
covered by the UCC financing statement filed under the Indenture and
any investments that are otherwise under the control (within the
meaning of Section 9-104 or 9-106, as applicable, of the UCC) of
the Indenture Trustee. The Collections Account and any Issuer
Account shall be under the control (within the meaning of Section 9-104 or 9-106, as applicable, of
the UCC) of the Indenture Trustee for the benefit of the Indenture Trustee and the Noteholders. If,
at any time, the institution holding the Collections Account or any Issuer Account ceases to be an
Eligible Institution, the Issuer shall notify each applicable Note Rating Agency thereof and shall
within 10 Business Days of knowledge or notice of the ineligibility (or such longer period, not to
exceed 30 calendar days, as to which each applicable Note Rating Agency (other than Moody’s, which
has requested notification rather than a consent right) may consent in writing) establish a new
Collections Account or Issuer Account, as applicable, that is an Eligible Deposit Account and shall
transfer any cash and/or investments from such Collections Account or Issuer Account, as
applicable, to such new Collections Account or Issuer Account, as applicable. From the date each
such new Collections Account is established, it shall be the “Collections Account.” From the date
each such new Issuer Account is established, it shall be an “Issuer Account.” Any Issuer Account
will receive deposits as set forth herein, in the Indenture and in the applicable Indenture
Supplement.




          (b) All payments to be made from time to time by the Indenture Trustee to Noteholders out of
funds in the Issuer Accounts pursuant to this Indenture and any Indenture


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Supplement will be made by the Paying Agent on the applicable Payment Date in accordance with
the requirements of any applicable Depository, or as otherwise provided in the applicable Indenture
Supplement but only to the extent of available funds in the applicable Issuer Account or
Subaccount.




          Section 403. Investment of Funds in the Issuer Accounts; Securities Account.




          (a) Funds on deposit in the Issuer Accounts will (unless otherwise stated in the applicable
Indenture Supplement) be invested and reinvested by the Indenture Trustee at the written direction
of the Issuer in one or more Permitted Investments. Absent such a direction, funds shall be
invested in First American Funds, First American Prime Class D (Ticker FPDXX); provided that the
Calculation Agent may specify in writing from time to time a replacement investment that satisfies
the definition of Permitted Investment and after any such instruction is given, absent a specific
direction funds shall be invested in such replacement investment. The Issuer may authorize the
Indenture Trustee to make specific investments pursuant to written instructions, in such amounts as
the Issuer will specify. Notwithstanding the foregoing, funds held by the Indenture Trustee in any
of the Issuer Accounts will be invested in Permitted Investments that will mature in each case no
later than the date on which such funds in the Issuer Accounts are scheduled to be transferred or
distributed by the Indenture Trustee pursuant to this Indenture (or as necessary to provide for
timely payment of principal or interest on the applicable Payment Date).




          (b) All funds deposited from time to time in the Issuer Accounts pursuant to this Indenture
and all Permitted Investments made with such funds will be held by the Indenture Trustee as part of
the Collateral as herein provided, subject to withdrawal by the Indenture Trustee for the purposes
set forth herein. Funds and other property in any of the Issuer Accounts will not be commingled
with any other funds or property of the Issuer or the Indenture Trustee.




          (c) The Issuer shall cause all Collateral to be delivered to the Indenture Trustee and held as
follows:





          (i) The Series 2007-CC Collateral Certificate and any Additional Collateral Certificate
shall be delivered by the Issuer to the Indenture Trustee in the State of New York
registered in the name of the Indenture Trustee;




          (ii) All Permitted Investments that constitute investment property or that the
applicable securities intermediary is otherwise willing to credit to an Issuer Account shall
be held in an Issuer Account with a securities intermediary that shall agree with the Issuer
and the Indenture Trustee that (A) such investment property or other assets at all times
shall be credited to a securities account of the Indenture Trustee, (B) all property
credited to such securities account shall be treated as a financial asset, (C) such
securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights
that comprise each financial asset credited to such securities account, (D) such securities
intermediary shall comply with entitlement orders originated by the Indenture Trustee
without the further consent of any other person or entity, (E) such securities intermediary
shall not agree with any person or entity other than the Indenture Trustee to comply with
entitlement orders originated by any person or entity other than the Indenture Trustee, (F)



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such securities account and all property credited thereto shall not be subject to any
lien, security interest, right of set-off, or encumbrance in favor of such securities
intermediary or anyone claiming through such securities intermediary (other than the
Indenture Trustee) (and other than fees and expenses of the securities intermediary relating
to the applicable Issuer Account), (G) such agreement between such securities intermediary
and the Indenture Trustee shall be governed by the laws of the State of New York, and (H)
the State of New York shall be the securities intermediary’s jurisdiction for purposes of
the UCC;




          (iii) All instruments not credited to an Issuer Account shall be delivered to the
Indenture Trustee in the State of New York duly endorsed in blank;




          (iv) In the case of deposit accounts, the Issuer shall cause the Indenture Trustee to
become the customer of the bank with respect to such deposit account;




          (v) In all cases, the Issuer shall cause the filing of an appropriate Financing
Statement in the appropriate filing office in accordance with the UCC as in effect in any
relevant jurisdiction; and



          (d) The Indenture Trustee shall maintain possession of any Collateral delivered to it in the
State of New York separate and apart from all other property held by the Indenture Trustee;
provided that, other than following an Event of Default and acceleration pursuant to Section
702, no Permitted Investment shall be disposed of prior to its maturity.




          (e) On each Distribution Date, all interest and earnings (net of losses and investment
expenses) accrued since the preceding Distribution Date on funds on deposit in the Collections
Account will be distributed to the Beneficiary in accordance with Section 4.01 of the Trust
Agreement. Unless otherwise stated in the related Indenture Supplement, for purposes of
determining the availability of funds or the balance in the Issuer Accounts for any reason under
this Indenture or any Indenture Supplement, interest and earnings on such funds shall be deemed not
to be available or on deposit.




          Subject to Section 801(c) of this Indenture, the Indenture Trustee will not in any way
be held liable by reason of any insufficiency in such Issuer Accounts resulting from any loss on
any Permitted Investment included therein except for losses attributable to the Indenture Trustee’s
failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its
commercial capacity, in accordance with their terms.




          (f) Funds on deposit in the Issuer Accounts will be invested and reinvested by the Indenture
Trustee to the fullest extent practicable, in such manner as the Indenture Trustee will from time
to time determine, but only in one or more Permitted Investments, upon the occurrence of any of the
following events:





          (i) the Issuer shall have failed to give investment directions to the Indenture
Trustee, in which case the Indenture Trustee shall invest and reinvest funds on deposit in
the Issuer Accounts in accordance with Section 403(a); or



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          (ii) an Event of Default shall have occurred and is continuing but no Notes shall have
been declared due and payable pursuant to Section 702 of the Indenture.



[END OF ARTICLE IV]




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ARTICLE V




COLLECTIONS, ALLOCATIONS, DEPOSITS AND PAYMENTS




          Section 501. Collections and Allocations.




          The Calculation Agent shall instruct the Indenture Trustee to apply all funds on deposit in
the Collections Account as described in this Article V of the Indenture and in any
Indenture Supplement for any Series, Class or Tranche of Notes.




          Section 502. Allocations of Finance Charge Amounts and Charge-offs.




          (a) With respect to each Due Period, the Indenture Trustee, at the direction of the
Calculation Agent, shall allocate to each Series of Notes an amount equal to the sum of





          (i) the product of




     (A) the Finance Charge Amounts minus the Finance Charge Prefunding
Negative Spread Amounts, in each case for such Due Period and




     (B) the Finance Charge Allocation Percentage for such Series for such
Due Period, and




          (ii) the product of



                    (A) the Finance Charge Prefunding Negative Spread Amounts and



                    (B) the Prefunding Finance Charge Allocation Percentage for such Series for such Due Period.



          (b) With respect to each Due Period, the Indenture Trustee, at the direction of the
Calculation Agent, shall allocate to each Series of Notes an amount equal to the product of





          (i) the Charge-offs for such Due Period and




          (ii) the Charge-off Allocation Percentage for such Series for such Due Period.



          Section 503. Allocations of Principal Amounts. With respect to each Due Period, the
Indenture Trustee, at the direction of the Calculation Agent, shall allocate to each Series of
Notes an amount equal to the product of




          (a) the Principal Amounts for such Due Period and




          (b) the Principal Allocation Percentage for such Series for such Due Period.




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          Section 504. Allocations of the Servicing Fee.




          (a) As compensation for its servicing activities under the related Pooling and Servicing
Agreement for any Collateral Certificate and as reimbursement for any expense incurred by it in
connection therewith, each Master Servicer under the related Pooling and Servicing Agreement shall
be entitled to receive a servicing fee (the “Servicing Fee”). For each Due Period, the
Servicing Fees shall equal the sum of the Investor Servicing Fees, as defined in the related Series
Supplements, for each Collateral Certificate. If the total amount allocated under all Indenture
Supplements to pay the Servicing Fees for each Collateral Certificate is less than the amount
needed to pay the Servicing Fees in full, the Indenture Trustee, at the direction of the
Calculation Agent, shall pay the amounts so allocated to the Master Servicer for each Collateral
Certificate based on the ratio of the Servicing Fee for such Master Servicer to the Servicing Fees
for all Master Servicers.




          (b) With respect to each Due Period, the Indenture Trustee, at the direction of the
Calculation Agent, shall allocate to each Series of Notes an amount equal to the product of





          (i) the Servicing Fee for such Due Period and




          (ii) the Servicing Fee Allocation Percentage for such Series for such Due Period.



          Section 505. Final Payment. On the earliest to occur of:




          (a) the date of the payment in full of the Stated Principal Amount of and all accrued interest
on that Series, Class or Tranche of Notes, as applicable; or




          (b) for Foreign Currency Notes, the date on which the Outstanding Dollar Principal Amount of
such Notes, after giving effect to all deposits, allocations, reallocations, sales of Collateral
and payments to be made on such date, is reduced to zero, all Dollar amounts with respect to
accrued interest on such Notes are paid in full and all such amounts are converted to Foreign
Currency and paid to Noteholders as set forth in the applicable Indenture Supplement.




          (c) on the Legal Maturity Date of such Notes, after giving effect to all deposits,
allocations, reallocations, sales of Collateral and payments to be made on such date,



each Series, Class or Tranche of Notes, as applicable, will be considered to be paid in full in the
manner set forth in the applicable Indenture Supplement. The Holders of such Series, Class or
Tranche of Notes, as applicable, will have no further right or claim, and the Issuer will have no
further obligation or liability with respect to such Series, Class or Tranche of Notes, as
applicable.




          Section 506. Payments within a Series, Class or Tranche. All payments of principal,
interest or other amounts to Holders of the Notes of a Series, Class or Tranche will be made in
accordance with the related Indenture Supplement.




          Section 507. Appointment of Calculation Agent; Resignation or Removal of Calculation
Agent. Discover Bank is hereby appointed as Calculation Agent hereunder. The

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Calculation Agent shall not resign from the obligations and duties hereby imposed on it except
upon determination that (i) the performance of its duties hereunder is no longer permissible under
applicable law and (ii) there is no reasonable action which the Calculation Agent could take to
make the performance of its duties hereunder permissible under applicable law. For purposes of the
foregoing sentence, applicable law shall include, without limitation, any condition that relates to
the activities of the Calculation Agent under any requirements of law and that, in the Calculation
Agent’s reasonable judgment, must be satisfied in order for any affiliate of the Calculation Agent
not otherwise treated as a bank holding company (or any similar designation under the Bank Holding
Company Act of 1956, as said act may be amended from time to time) to avoid being treated as a bank
holding company under the Bank Holding Company Act of 1956, as amended, or to avoid limitations
under said act upon the activities in which the Calculation Agent or any affiliate of the
Calculation Agent may engage. Any such determination permitting the resignation of the Calculation
Agent shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered
to the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or
a successor Calculation Agent, as applicable, shall have assumed the responsibilities and
obligations of the Calculation Agent hereunder.




          Section 508. Delegation of Duties of Calculation Agent. In the ordinary course of
business, the Calculation Agent may at any time delegate any of its duties under this Indenture or
any Indenture Supplement to any Person who agrees to conduct such duties in accordance with the
applicable guidelines established in this Indenture. Such delegation shall not relieve the
Calculation Agent of its liabilities and responsibilities with respect to such duties, and shall
not constitute a resignation under this Indenture or any Indenture Supplement.




          Section 509. Merger or Consolidation of, or Assumption of the Obligations of, the
Calculation Agent. Nothing in this Indenture shall prevent any consolidation or merger of the
Calculation Agent with or into any other corporation, or any consolidation or merger of any other
corporation with or into the Calculation Agent, or any sale or transfer of all or substantially all
of the property and assets of the Calculation Agent to any other corporation lawfully entitled to
acquire the same; provided, however, that, so long as Notes are outstanding hereunder, the
Calculation Agent covenants and agrees that any such consolidation, merger, sale or transfer shall
be upon the condition that the due and punctual performance and observance of all the terms,
covenants and conditions of this Indenture to be kept or performed by the Calculation Agent shall,
by an agreement supplemental hereto, executed and delivered to the Indenture Trustee, be assumed by
the corporation (if other than the Calculation Agent) formed by or resulting from any such
consolidation or merger, or which shall have received the transfer of all or substantially all of
the property and assets of the Calculation Agent, just as fully and effectually as if such
successor corporation had been the original party of the first part hereto; and in the event of any
such sale or transfer the predecessor Calculation Agent may be dissolved, wound up and liquidated
at any time thereafter. The Calculation Agent shall notify the applicable Note Rating Agencies of
any consolidation, merger or transfer of all or substantially all of its property or assets
pursuant to this Section 509.




[END OF ARTICLE V]




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ARTICLE VI




SATISFACTION AND DISCHARGE; CANCELLATION OF NOTES

HELD BY THE ISSUER OR THE BANK




          Section 601. Satisfaction and Discharge of Indenture.




          This Indenture will cease to be of further effect with respect to any Series, Class or
Tranche of Notes (except as to any surviving rights of transfer or exchange of Notes of that
Series, Class or Tranche expressly provided for herein or in the form of Note for that Series,
Class or Tranche), and the Indenture Trustee, on demand of and at the expense of the Issuer, will
execute proper instruments acknowledging satisfaction and discharge of this Indenture as to that
Series, Class or Tranche, when:




          (a) all Notes of that Series, Class or Tranche theretofore authenticated and delivered (other
than (A) Notes of that Series, Class or Tranche which have been mutilated, destroyed, lost or
stolen and which have been replaced or paid as provided in Section 306, and (B) Notes of
that Series, Class or Tranche for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from
that trust, as provided in Section 1104) have been delivered to the Indenture Trustee,
canceled or designated for cancellation;




          (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer
with respect to the Notes of that Series, Class or Tranche; and




          (c) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion
of Counsel each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture with respect to the Notes of that Series, Class or
Tranche have been complied with.



Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series, Class
or Tranche of Notes, the obligations of the Issuer to the Indenture Trustee with respect to that
Series, Class or Tranche of Notes under Section 806 and the obligations of the Indenture
Trustee under Sections 602 and 1103 will survive such satisfaction and discharge.




          Section 602. Application of Trust Money.




          All money and obligations deposited with the Indenture Trustee pursuant to Sections
601 or 603 and all money received by the Indenture Trustee in respect of such
obligations will be held in trust and applied by it, in accordance with the provisions of the
Series, Class or Tranche of Notes in respect of which it was deposited and this Indenture, to the
payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying
Agent) as the Indenture Trustee may determine, to the Persons entitled thereto, of the principal
and interest for whose payment that money and obligations have been deposited with or received by
the Indenture Trustee.




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          Section 603. Cancellation of Notes Held by the Issuer or any Beneficiary.




          If the Issuer, the Depositor or any of their Affiliates holds any Notes, that Holder may,
subject to any provisions of a related Indenture Supplement limiting the repayment of such Notes,
by notice from that Holder to the Indenture Trustee, cause the Notes to be repaid and canceled,
whereupon the Notes will no longer be Outstanding.




[END OF ARTICLE VI]





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ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES




          Section 701. Events of Default.




          “Event of Default,” wherever used herein, means with respect to any Series, Class
or Tranche of Notes any one of the following events (whatever the reason for such Event of Default
and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body), unless such event is either expressly stated to be inapplicable to a
particular Series, Class or Tranche or specifically deleted or modified in the applicable Indenture
Supplement creating such Series, Class or Tranche of Notes or in the form of Note for such Series,
Class or Tranche:




          (a) with respect to such Series, Class or Tranche of Notes, as applicable, a default by the
Issuer in the payment of any interest on such Series, Class or Tranche of Notes when such interest
becomes due and payable, and continuance of such default for a period of thirty-five (35) days
following the date on which such interest became due and payable; provided, however, that the
failure to pay such interest shall not be an Event of Default hereunder if the Dollar amount
required to be applied to interest and converted to Foreign Currency with respect to any Foreign
Currency Notes has been so converted and paid to the applicable Noteholder as provided in the
applicable Indenture Supplement;




          (b) with respect to such Series, Class or Tranche of Notes, a default by the Issuer in the
payment of the Stated Principal Amount of such Series, Class or Tranche of Notes at the applicable
Legal Maturity Date; provided, however, that the failure to pay the Stated Principal Amount shall
not be an Event of Default hereunder if the Outstanding Dollar Principal Amount has been paid to
the applicable Noteholders of such Series, Class or Tranche (or, with respect to any Foreign
Currency Notes, has been converted to such currency and paid to the applicable Noteholders) as
provided in the applicable Indenture Supplement;




          (c) a default in the performance, or breach, of any covenant or warranty of the Issuer in this
Indenture in respect of the Notes of such Series, Class or Tranche (other than a covenant or
warranty in respect of the Notes of such Series, Class or Tranche a default in the performance of
which or the breach of which is elsewhere in this Section specifically dealt with), all of such
covenants and warranties in this Indenture which are not expressly stated to be for the benefit of
a particular Series, Class and Tranche of Notes being deemed to be in respect of the Notes of all
Series, Classes or Tranches for this purpose, and continuance of such default or breach for a
period of sixty (60) days after there has been given, by registered or certified mail, to the
Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at
least 25% of the aggregate in Outstanding Dollar Principal Amount of the Outstanding Notes of the
affected Series, Class or Tranche, a written notice specifying such default or breach and
requesting it to be remedied and stating that such notice is a “Notice of Default” hereunder and,
as a result of such default, the interests of the Holders of the Notes of such Series, Class or
Tranche are materially and adversely affected and continue to be materially and adversely affected
during the sixty (60) day period;




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          (d) (i) the Issuer shall file a petition or commence a proceeding (A) to take advantage of any
bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment
of a trustee, conservator, receiver, liquidator, or similar official for or relating to the Issuer
or all or substantially all of its property, (ii) the Issuer shall consent or fail to object to any
such petition filed or proceeding commenced against or with respect to it or all or substantially
all of its property, or any such petition or proceeding shall not have been dismissed or stayed
within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory
authority with jurisdiction shall have decreed or ordered relief with respect to any such petition
or proceeding, (iii) the Issuer shall admit in writing its inability to pay its debts generally as
they become due, (iv) the Issuer shall make an assignment for the benefit of its creditors, or (v)
the Issuer shall voluntarily suspend payment of its obligations.




          (e) with respect to any such Series, Class or Tranche, any additional Event of Default
specified in the Indenture Supplement for such Series, Class or Tranche of Notes as applying to
such Series, Class or Tranche, or specified in the form of Note for such Series, Class or Tranche.




          Section 702. Acceleration of Maturity; Rescission and Annulment.




          (a) If an Event of Default described in clause (a), (b), (c) or (e) (if the Event of Default
under clause (c) or (e) is with respect to less than all Series, Classes and Tranches of Notes then
Outstanding) of Section 701 occurs and is continuing with respect to any Series, Class or
Tranche, then and in each and every such case, unless the principal of all the Notes of such
Series, Class or Tranche shall have already become due and payable, either the Indenture Trustee or
the Majority Holders of the Notes of such Series, Class or Tranche then Outstanding hereunder (each
such Series, Class or Tranche acting as a separate Class), by notice in writing to the Issuer (and
to the Indenture Trustee if given by the Holders), may declare the Outstanding Dollar Principal
Amount of all the Outstanding Notes of such Series, Class or Tranche then Outstanding and all
interest accrued or principal accreted and unpaid (if any) thereon to be due and payable
immediately, and upon any such declaration the same will become and will be immediately due and
payable, anything in this Indenture, the related Indenture Supplement or in the Notes of such
Series, Class or Tranche to the contrary notwithstanding. Such payments are subject to the
allocation provisions of this Indenture and the allocation, deposits and payment sections of the
related Indenture Supplement.




          (b) If an Event of Default described in clause (c) or (e) of Section 701 occurs with
respect to all Series, Classes and Tranches of Outstanding Notes and is continuing, then and in
each and every such case, unless the principal of all the Notes shall have already become due and
payable, either the Indenture Trustee or the Majority Holders of all the Outstanding Notes
hereunder (treated as one Class), by notice in writing to the Issuer (and to the Indenture Trustee
if given by Holders), may declare the Outstanding Dollar Principal Amount of all the Notes then
Outstanding and all interest accrued or principal accreted and unpaid (if any) thereon to be due
and payable immediately, and upon any such declaration the same will become and will be immediately
due and payable, notwithstanding anything in this Indenture, the related Indenture Supplements or
the Notes to the contrary.




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          (c) If an Event of Default described in clause (d) of Section 701 occurs and is
continuing, then the Outstanding Dollar Principal Amount of all the Notes then Outstanding of all
Series, Classes and Tranches and all interest accrued or principal accreted and unpaid (if any)
thereon will automatically be and become immediately due and payable by the Issuer, without notice
or demand to any Person, and the Issuer will automatically and immediately be obligated to pay off
the Notes.



At any time after such a declaration of acceleration has been made or an automatic acceleration has
occurred with respect to the Notes of any Series, Class or Tranche and before a judgment or decree
for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this
Article VII provided, the Majority Holders of such Series, Class or Tranche, by written
notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its
consequences if:





     (x) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay
(i) all overdue installments of interest on the Notes of such Series, Class or Tranche, (ii)
the Outstanding Dollar Principal Amount of any Notes of such Series, Class or Tranche which
have become due otherwise than by such declaration of acceleration, and interest thereon at
the rate or rates prescribed therefor by the terms of the Notes of such Series, Class or
Tranche, to the extent that payment of such interest is lawful, and (iii) interest upon
overdue installments of interest at the rate or rates prescribed therefor by the terms of
the Notes of such Series, Class or Tranche to the extent that payment of such interest is
lawful, and;




     (y) all Events of Default with respect to such Series, Class or Tranche of Notes, other
than the nonpayment of the principal of the Notes of such Series, Class or Tranche which has
become due solely by such acceleration, have been cured or waived as provided in Section
712.



          No such rescission will affect any subsequent default or impair any right consequent thereon.




          Section 703. Application of Money Collected.




          Any money or other property collected by the Indenture Trustee with respect to a Series,
Class or Tranche of Notes pursuant to this Article VII will be applied in the following
order, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of such
money on account of principal or interest, upon presentation of the Notes of such Series, Class or
Tranche and the notation thereon of the payment if only partially paid and upon surrender thereof
if fully paid:




          (a) first, to the payment of the amounts then due and unpaid upon the Notes of that Series,
Class or Tranche for principal and interest, in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind (but subject to the
allocation provided in the cash flow and subordination provisions of this Indenture and the related
Indenture Supplement), according to the amounts due and payable on such Notes for principal and
interest, respectively;




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          (b) second, to pay any servicing fee, all amounts due to the Indenture Trustee under
Section 806 or Section 807 or to the Owner Trustee under the Trust Agreement and
any other fees or expenses then owing for that Series, Class or Tranche of Notes; and




          (c) third, to the Note Issuance Trust for distribution to Discover Bank.




          Section 704. Indenture Trustee May Elect to Hold the Collateral Certificate.




          Following an acceleration of any Series, Class or Tranche of Notes, the Indenture Trustee
may elect to continue to hold any Collateral Certificate, refrain from directing a Receivables Sale
and apply distributions on such a Collateral Certificate in accordance with the regular
distribution provisions pursuant to Article V of this Indenture and the allocation
provisions of the applicable Indenture Supplement, except that principal will be paid on the
accelerated Series, Class or Tranche of Notes to the extent funds are received and allocated to the
accelerated Series, Class or Tranche, and payment is permitted by the subordination provisions of
the accelerated Series, Class or Tranche.




          Section 705. Sale of Collateral for Accelerated Notes.




          In the case of a Series, Class or Tranche of Notes that has been accelerated following an
Event of Default, the Indenture Trustee may, and at the direction of the Majority Holders of that
Series, Class or Tranche of Notes will, cause the Issuer to sell Collateral as provided in the
related Indenture Supplement (which may include a direction to any Master Trust Trustee to sell
receivables supporting any Collateral Certificate).




          Section 706. Limitation on Suits.




          No Holder of any Note of any Series, Class or Tranche will have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee or similar official, or for any other remedy hereunder, unless:




          (a) such Holder has previously given written notice to the Indenture Trustee of a continuing
Event of Default with respect to Notes of such Series, Class or Tranche;




          (b) the Holders of more than 25% in Outstanding Dollar Principal Amount of the Outstanding
Notes of such Series, Class or Tranche have made written request to the Indenture Trustee to
institute proceedings in respect of such Event of Default in the name of the Indenture Trustee
hereunder;




          (c) such Holder or Holders have offered to the Indenture Trustee indemnity reasonably
satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with
such request; and




          (d) the Indenture Trustee, for sixty (60) days after the Indenture Trustee has received such
notice, request and offer of indemnity, has failed to institute any such proceeding;


63









 







it being understood and intended that no one or more Holders of Notes of such Series, Class or
Tranche will have any right in any manner whatsoever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes of such
Series, Class or Tranche, or to obtain or to seek to obtain priority or preference over any other
such Holders or to enforce any right under this Indenture, except in the manner herein provided and
for the equal and proportionate benefit of all the Holders of all Notes of such Series, Class or
Tranche.




          Section 707. Unconditional Right of Noteholders to Receive Principal and Interest; Limited
Recourse.




          Notwithstanding any other provisions in this Indenture, the Holder of any Note will have
the right, which is absolute and unconditional, to receive payment of the principal of and interest
on such Note on the Legal Maturity Date expressed in the related Indenture Supplement and to
institute suit for the enforcement of any such payment, and such right will not be impaired without
the consent of such Holder; provided, however, that notwithstanding any other
provision of this Indenture to the contrary, the obligation to pay principal of or interest on the
Notes or any other amount payable to any Noteholder will be without recourse to any Seller,
Beneficiary, Depositor, the Indenture Trustee, the Owner Trustee or any Affiliate, officer,
employee or director of any of them, and the obligation of the Issuer to pay principal of or
interest on the Notes or any other amount payable to any Noteholder will be subject to Article
V and the allocation, payment and subordination provisions of the applicable Indenture
Supplement and limited to amounts available from the Collateral pledged to secure the Notes.




          Section 708. Restoration of Rights and Remedies.




          If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
reason, then and in every such case the Issuer, the Indenture Trustee and the Noteholders will,
subject to any determination in such proceeding, be restored severally and respectively to their
former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the
Noteholders will continue as though no such proceeding had been instituted.




          Section 709. Rights and Remedies Cumulative.




          No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the
Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy
will, to the extent permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent
assertion or employment of any other appropriate right or remedy.




          Section 710. Delay or Omission Not Waiver.




          No delay or omission of the Indenture Trustee or of any Holder of any Note to exercise any
right or remedy accruing upon any Event of Default will impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein. Every


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right and remedy given by this Article or by law to the Indenture Trustee or to the
Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the
Indenture Trustee or by the Noteholders, as the case may be.




          Section 711. Control by Noteholders.




          The Majority Holders of any affected Series, Class or Tranche will have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Indenture
Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to the
Notes of such Series, Class or Tranche, provided that:




          (a) the Indenture Trustee will have the right to decline to follow any such direction if the
Indenture Trustee, being advised by counsel, determines that the action so directed may not
lawfully be taken or would conflict with this Indenture or if the Indenture Trustee in good faith
determines that the proceedings so directed would involve it in personal liability or be unjustly
prejudicial to the Holders not taking part in such direction, and




          (b) the Indenture Trustee may take any other action permitted hereunder deemed proper by the
Indenture Trustee which is not inconsistent with such direction.




          Section 712. Waiver of Past Defaults.




          Holders of more than 662/3% of the Outstanding Dollar Principal Amount of any Series, Class
or Tranche may on behalf of the Holders of all the Notes of such Series, Class or Tranche waive any
past default hereunder or under the related Indenture Supplement with respect to such Series, Class
or Tranche and its consequences, except a default not theretofore cured:




          (a) in the payment of the principal of or interest on any Note of such Series, Class or
Tranche, or




          (b) in respect of a covenant or provision hereof which under Article X cannot be
modified or amended without the consent of the Holder of each Outstanding Note of such Series,
Class or Tranche.




          Upon any such waiver, such default will cease to exist, and any Event of Default arising
therefrom will be deemed to have been cured, for every purpose of this Indenture; but no such
waiver will extend to any subsequent or other default or impair any right consequent thereon.




          Section 713. Undertaking for Costs.




          All parties to this Indenture agree, and each Holder of any Note by such Holder’s
acceptance thereof will be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken or omitted by it as Indenture Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees and




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expenses, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions of this Section
will not apply to any suit instituted by the Indenture Trustee, to any suit instituted by any
Noteholder, or group of Noteholders, holding in the aggregate more than 25% in Outstanding Dollar
Principal Amount of the Outstanding Notes of any Series, Class or Tranche to which the suit
relates, or to any suit instituted by any Noteholders for the enforcement of the payment of the
principal of or interest on any Note on or after the applicable Legal Maturity Date expressed in
such Note.




          Section 714. Waiver of Stay or Extension Laws.




          The Issuer covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein granted to the Indenture
Trustee, but will suffer and permit the execution of every such power as though no such law had
been enacted.




[END OF ARTICLE VII]




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ARTICLE VIII




THE INDENTURE TRUSTEE




          Section 801. Duties of Indenture Trustee.




          (a) The Indenture Trustee, prior to the occurrence of an Event of Default with respect to any
Series, Class or Tranche of Notes of which it has knowledge and after the curing of all Events of
Default that may have occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and any Indenture Supplement. If any Event of Default of
which a Responsible Officer of the Indenture Trustee has knowledge has occurred (which has not been
cured or waived), the Indenture Trustee shall exercise such of the rights and powers vested in it
by this Indenture or any Indenture Supplement, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in the conduct of such
person’s own affairs.




          (b) The Indenture Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that
are specifically required to be furnished pursuant to any provision of this Indenture or any
Indenture Supplement, shall examine them to determine whether they conform on their face to the
requirements of this Indenture or any Indenture Supplement. The Indenture Trustee shall give
prompt written notice to the Issuer of any lack of conformity of any such instrument to the
applicable requirements of this Indenture or any Indenture Supplement discovered by the Indenture
Trustee and if not promptly corrected by the Issuer to the Indenture Trustee’s reasonable
satisfaction shall give prompt written notice to the Noteholders of any such lack of conformity
that would entitle a specified percentage of the Noteholders of any Series, Class or Tranche to
take any action pursuant to this Indenture or any Indenture Supplement.




          (c) Subject to Section 801(a) no provision of this Indenture or any Indenture
Supplement shall be construed to relieve the Indenture Trustee from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct; provided, however, that:





          (i) The Indenture Trustee shall not be personally liable for an error of judgment made
in good faith by a Responsible Officer or Responsible Officers of the Indenture Trustee,
unless it shall be proved that the Indenture Trustee was negligent in ascertaining the
pertinent facts;




          (ii) The Indenture Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with the direction
of the Holders of Notes evidencing an Outstanding Dollar Principal Amount aggregating more
than 50% of the Outstanding Dollar Principal Amount of any Series, Class or Tranche of Notes
materially adversely affected by the matter to which such action relates relating to the
time, method and place of conducting any proceeding for any remedy available to the
Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee,
under this Indenture;



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          (iii) The Indenture Trustee shall not be charged with knowledge of an Event of Default
referred to in Section 701(d) or with knowledge of any Early Redemption Event
described in Sections 1201(d) unless a Responsible Officer of the Indenture Trustee
obtains actual knowledge of such Event of Default or Early Redemption Event or the Indenture
Trustee receives written notice of such Event of Default or Early Redemption Event from any
Holders of Notes evidencing not less than 10% of the Outstanding Dollar Principal Amount of
any Series, Class or Tranche of Notes materially adversely affected thereby; and




          (iv) The Indenture Trustee shall not be liable for any loss attributable to the
investment of funds in any Permitted Investment pursuant to this Indenture or any Indenture
Supplement. In no event shall the Indenture Trustee be liable for the payment of interest
on any funds in its possession, except as expressly provided in this Indenture or any
Indenture Supplement.



          (d) The Indenture Trustee shall not be required to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if there is reasonable ground for believing that the repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it.




          (e) Except for actions expressly authorized by this Indenture or any Indenture Supplement, the
Indenture Trustee shall take no action reasonably likely to impair the interests of the Note
Issuance Trust in any Collateral or to impair the value of any Collateral now existing or hereafter
created.




          (f) Except as provided in this Indenture (including in Section 1306) or an applicable
Indenture Supplement, the Indenture Trustee shall have no power to vary the Trust Estate including,
without limitation, the power to (i) accept any substitute obligation for a Collateral Certificate
initially assigned by the Note Issuance Trust under the Granting Clause hereof or under an
Assignment of Additional Assets, (ii) add any other investment, obligation or security to the Note
Issuance Trust, or (iii) withdraw from the Note Issuance Trust any Collateral, except for a
withdrawal permitted under Section 1412.




          (g) In the event that the Paying Agent shall fail to perform any obligation, duty or agreement
in the manner or on the day required to be performed by the Paying Agent under this Indenture, the
Indenture Trustee shall be obligated promptly to perform such obligation, duty or agreement in the
manner so required.




          (h) Any action, suit or proceeding brought in respect of one or more particular Series, Class
or Tranche of Notes shall have no effect on the Indenture Trustee’s rights, duties and obligations
hereunder with respect to any Series, Class or Tranche of Notes not the subject of such action,
suit or proceeding.




          Section 802. Notice of Defaults




          (a) Within 90 days after the occurrence of any default hereunder with respect to Notes of any
Series, Class or Tranche,




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               (i) the Indenture Trustee will transmit by mail to all Registered Noteholders of such Series,
Class or Tranche, as their names and addresses appear in the Note Register, notice of such default
hereunder known to the Indenture Trustee,



               (ii) the Indenture Trustee will notify all Holders of Bearer Notes of such Series, Class or
Tranche, by publication of notice of such default in an Authorized Newspaper, or as otherwise
provided in the applicable Indenture Supplement, and



               (iii) the Indenture Trustee will give prompt written notification thereof to the Note Rating
Agencies, unless such default will have been cured or waived;


provided, however, that, except in the case of a default in the payment of the principal of or
interest on any Note of such Series, Class or Tranche, the Indenture Trustee will be protected in
withholding such notice if and so long as a Responsible Officer of the Indenture Trustee in good
faith determines that the withholding of such notice is in the interests of the Noteholders of such
Series, Class or Tranche; provided further, however, that the Indenture Trustee will give notice of
any such default to Standard & Poor’s notwithstanding any determination to withhold such notice
from the applicable Noteholders. For the purpose of this Section, the term “default,” with respect
to Notes of any Series, Class or Tranche, means any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to Notes of such Series, Class or
Tranche.




          Section 803. Certain Matters Affecting the Indenture Trustee.




          Except as otherwise provided in Section 801:




          (a) The Indenture Trustee may rely on and shall be protected in acting on, or in refraining
from acting in accordance with, any resolution, Officer’s Certificate, certificate of auditors or
any other certificate, statement, instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine and to have been signed or
presented to it pursuant to this Indenture by the proper party or parties;




          (b) The Indenture Trustee may consult with counsel and any advice or Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;




          (c) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture or any Indenture Supplement, or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request, order or direction of any of the
Noteholders, pursuant to the provisions of this Indenture or any Indenture Supplement, unless such
Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against
the costs, expenses and liabilities which may be incurred therein or thereby; provided, however,
that nothing contained herein shall relieve the Indenture Trustee of the obligations, upon the
occurrence of any Event of Default or Early Redemption Event (which has not been cured), to
exercise such of the rights and powers vested in it by this Indenture or any Indenture Supplement,
and to use the same degree of care and skill in their exercise as a




69









 




prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs;




          (d) The Indenture Trustee shall not be personally liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Indenture or any Indenture Supplement;




          (e) The Indenture Trustee shall not be bound to make any investigation into the facts of
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless (i) requested in writing
so to do by Holders of Notes evidencing an Outstanding Dollar Principal Amount aggregating more
than 50% of the Outstanding Dollar Principal Amount of any Series, Class or Tranche of Notes which
could be materially adversely affected if the Indenture Trustee does not make such investigation
and (ii) the Indenture Trustee receives indemnification from the Noteholders that is reasonably
satisfactory to it for costs of such investigation or the Indenture Trustee is otherwise reasonably
assured of payment of such costs;




          (f) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or a custodian, and the
Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any such
agent, attorney or custodian appointed with due care by it hereunder;




          (g) the Indenture Trustee will not be responsible for filing any financing statements or
continuation statements in connection with the Notes, but will cooperate with the Issuer in
connection with the filing of such financing statements or continuation statements; and




          (h) the Indenture Trustee shall not be deemed to have notice of any default or Event of
Default unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a default is received by the Indenture
Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the
Notes and this Indenture.




          Section 804. Indenture Trustee Not Liable for Recitals in Notes.




          The Indenture Trustee assumes no responsibility for the correctness of the recitals contained
herein and in the Notes (other than the certificate of authentication on the Notes). Except as set
forth in Section 820, the Indenture Trustee makes no representations as to the validity or
sufficiency of this Indenture or any Indenture Supplement or of the Notes (other than the
certificate of authentication on the Notes) or of any Collateral Certificate or related document.
The Indenture Trustee shall not be accountable for the use or application by the Issuer of any of
the Notes or the proceeds of such Notes, or for the use or application of any funds paid to the
Holder of the Seller Certificate in respect of any Collateral Certificate or any deficiency in
amounts deposited in any Issuer Accounts by the Issuer.




          Section 805. Indenture Trustee May Own Notes.




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          The Indenture Trustee in its individual or any other capacity may become the owner or pledgee
of Notes with the same rights with respect to such Notes as it would have if it were not the
Indenture Trustee.




          Section 806. Beneficiary to Pay Indenture Trustee’s Fees and Expenses.




          Discover Bank, as Beneficiary, covenants and agrees to pay to the Indenture Trustee from time
to time, and the Indenture Trustee shall be entitled to receive, reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation of a trustee of an
express trust) for all services rendered by it in the execution of the trust hereby created and in
the exercise and performance of any of the powers and duties hereunder of the Indenture Trustee,
and Discover Bank, as Beneficiary, will pay or reimburse the Indenture Trustee (without
reimbursement from any Issuer Account or otherwise) upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Indenture Trustee in accordance with any of the
provisions of this Indenture or any Indenture Supplement (including the reasonable fees and
expenses of its agents and counsel) except any such expense, disbursement or advance as may arise
from its negligence or bad faith. Discover Bank’s obligations, as Beneficiary, under this Section
shall survive the termination of the Note Issuance Trust and the resignation or removal of the
Indenture Trustee. Notwithstanding the foregoing, if following an Event of Default for any Notes
Discover Bank, as Beneficiary, fails to or is unable to pay such reasonable compensation or to
reimburse the Indenture Trustee for such reasonable expenses, disbursements and advances, the
Indenture Trustee shall have a claim against the Issuer for such amounts subject to the priority
set forth in Section 703.




          Section 807. Beneficiary Indemnification of Indenture Trustee.




          Discover Bank, as Beneficiary, will indemnify and hold harmless the Indenture Trustee for any
loss, liability, expense, damage or injury (including but not limited to any judgment, award,
settlement, reasonable attorneys’ fees and other costs or other expenses incurred in connection
with the defense of any actual or threatened action, proceeding or claim) that may be imposed on,
incurred by or asserted at any time against the Indenture Trustee (whether or not indemnified
against by other parties) incurred by reason of its acceptance of the appointment hereunder.
Discover Bank, as Beneficiary, shall also indemnify and hold harmless the Indenture Trustee from
and against any loss, liability, expense, damage or injury (including but not limited to any
judgment, award, settlement, reasonable attorneys’ fees and other costs or other expenses incurred
in connection with the defense of any actual or threatened action, proceeding or claim) that may be
imposed on, incurred by or asserted at any time against the Indenture Trustee (whether or not
indemnified against by other parties) arising out of any acts or omissions of Discover Bank, as
Beneficiary, or the Issuer, as applicable, hereunder including, without limitation, acts or
omissions of Discover Bank, as Beneficiary (including in its roles as Calculation Agent and
Depositor) relating to the administration of the Note Issuance Trust, the collection of payments
due under the Notes, the preparation of reports and other information with respect to the Notes or
the Note Issuance Trust, the execution and delivery of any documents relating to the Notes or the
Note Issuance Trust, and the registration or filing of any document with the Commission, the
Internal Revenue Service or any other securities or tax authority of any jurisdiction with respect
to the Notes or the Note Issuance Trust; provided, however, that Discover Bank, as Beneficiary,
shall not indemnify the Indenture Trustee to the

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extent any such loss, liability, expense, damage or injury results from fraud, negligence,
breach of fiduciary duty or willful misconduct by the Indenture Trustee or from action taken by the
Indenture Trustee at the request of the Noteholders. Discover Bank’s obligations, as Beneficiary,
under this Section shall survive the termination of the Note Issuance Trust and the resignation or
removal of the Indenture Trustee. Notwithstanding the foregoing, if following an Event of Default
for any Notes Discover Bank, as Beneficiary, fails to or is unable to provide such indemnification
to the Indenture Trustee, the Indenture Trustee shall have a claim against the Issuer for such
amounts subject to the priority set forth in Section 703.




          Section 808. Disqualification; Conflicting Interests.




          If the Indenture Trustee has or will acquire a conflicting interest within the meaning of
the Trust Indenture Act, the Indenture Trustee will, if so required by the Trust Indenture Act,
either eliminate such interest or resign, to the extent and in the manner provided by, and subject
to the provisions of, the Trust Indenture Act and this Indenture. Nothing herein will prevent the
Indenture Trustee from filing with the Commission the application referred to in the second to last
paragraph of Section 310(b) of the Trust Indenture Act.




          Section 809. Eligibility Requirements for Indenture Trustee.




 The Indenture Trustee hereunder shall at all times: (i) be a bank or trust company in good
standing, organized and doing business under the laws of the United States of America or any state
thereof authorized under such laws to exercise corporate trust powers; (ii) have a combined capital
and surplus of at least $50,000,000; (iii) have a long-term debt rating from Moody’s of at least
Baa3 and from Standard & Poor’s of at least BBB-; provided that, in the case of a bank or trust
company which is the principal subsidiary in a holding company system, the rating referred to above
shall be the rating of the bank or trust company in such system; and (iv) be subject to supervision
or examination by federal or state banking authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section 809, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. The Issuer may not, nor may any Person directly
or indirectly controlling, controlled by, or under common control with the Issuer, serve as
Indenture Trustee. If at any time the Indenture Trustee shall cease to be eligible in accordance
with the provisions of this Section 809, the Indenture Trustee shall resign immediately in
the manner and with the effect specified in Section 810.



          Section 810. Resignation or Removal of Indenture Trustee.




          (a) The Indenture Trustee may, upon the giving of written notice to the Issuer and the
appointment of a successor trustee, resign and be discharged from the trust hereby created. Upon
receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by
written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning
Indenture Trustee and one copy to the successor trustee. If no successor trustee shall have been
so appointed and have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for
the appointment of a successor trustee.




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          (b) If at any time the Indenture Trustee:





	 	(i)	 	shall cease to be eligible in accordance with the
provisions of Section 809 hereof and shall fail to resign after
written request therefor by the Issuer; or
	 
	 	(ii)	 	the Indenture Trustee fails to comply with Section
310(b) of the Trust Indenture Act with respect to any Series, Class or
Tranche of Notes after written request therefor by the Issuer or by any
Noteholder who has been a bona fide Holder of a Note of that Series, Class
or Tranche for at least six (6) months; or
	 
	 	(iii)	 	if at any time the Indenture Trustee shall be legally
unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Indenture Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,






then the Issuer may remove the Indenture Trustee and promptly appoint a
successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the Indenture Trustee so removed and one copy
to the successor trustee.



          (c) Any resignation or removal of the Indenture Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section 810 shall not become effective until
acceptance of appointment by the successor trustee as provided in Section 811 hereof. The
Issuer shall provide written notice to the Note Rating Agencies of any resignation or removal of
the Trustee and the appointment of any successor trustee.




          Section 811. Successor Trustee.




          (a) Any successor trustee appointed as provided in Section 810 hereof shall execute,
acknowledge and deliver to the Issuer and to its predecessor Indenture Trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor
Indenture Trustee shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder and under any Indenture Supplement, with like effect as if originally named
as Indenture Trustee herein. The predecessor Indenture Trustee shall deliver to the successor
trustee all documents and statements held by it hereunder; and the Issuer and the predecessor
Indenture Trustee shall execute and deliver such instruments and do such other things as may
reasonably be required for fully and certainly vesting and confirming in the successor trustee all
such rights, power, duties and obligations.




          (b) No successor trustee shall accept appointment as provided in this Section 811
unless at the time of such acceptance such successor trustee shall be eligible under the provisions
of Section 809 hereof.




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          (c) Upon acceptance of appointment by a successor trustee as provided in this Section
811, such successor trustee shall notify all Noteholders of such succession hereunder.




          Section 812. Merger or Consolidation of Indenture Trustee.




          Any Person into which the Indenture Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or consolidation to which the
Indenture Trustee shall be a party, or any Person succeeding to the corporate trust business of the
Indenture Trustee, shall be the successor of the Indenture Trustee hereunder, provided such
corporation shall be eligible under the provisions of Section 809 hereof, without the
execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. The Indenture Trustee shall promptly notify each
Note Rating Agency of the occurrence of any such event.




          Section 813. Appointment of Co-Trustee or Separate Trustee.




          (a) Notwithstanding any other provisions of this Indenture or any Indenture Supplement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of
the Note Issuance Trust may at the time be located, the Indenture Trustee shall have the power and
may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the Note Issuance
Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the
Noteholders, such title to the Note Issuance Trust, or any part thereof, and, subject to the other
provisions of this Section 813, such powers, duties, obligations, rights and trusts as the
Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under Section 809
and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 811 hereof.




          (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions:




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               (i) All rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee
shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such
separate trustee or co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Indenture Trustee joining in such act),
except to the extent that under any applicable law of any jurisdiction in which any particular act
or acts are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations (including the holding
of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the direction of the
Indenture Trustee;



               (ii) No trustee hereunder shall be liable by reason of any act or omission of any other
trustee hereunder; and



               (iii) The Indenture Trustee may at any time accept the resignation of or remove any separate
trustee or co-trustee.



          (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as effectively as if given
to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to
this Indenture and the conditions of this Section 813. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the Indenture Trustee or
separately, as may be provided therein, subject to all the provisions of this Indenture and any
Indenture Supplement, specifically including every provision of this Indenture or any Indenture
Supplement relating to the conduct of, affecting the liability of, or affording protection to, the
Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee and a copy
thereof given to the Issuer and the Note Rating Agencies.




          (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee as its
agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do
any lawful act under or in respect to this Indenture or any Indenture Supplement on its behalf and
in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign
or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a
new or successor trustee.




          Section 814. Preferential Collection of Claims Against Issuer. If and when the
Indenture Trustee shall be or become a creditor of the Issuer (or any other obligor upon the
Notes), the Indenture Trustee will be subject to the provisions of Section 311 of the Trust
Indenture Act. An Indenture Trustee who has resigned or been removed will be subject to Section
311(a) of the Trust Indenture Act to the extent provided therein.




          Section 815. Appointment of Authenticating Agent. At any time when any of the Notes
remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an
Authenticating Agent or Agents with respect to one or more Series, Classes or Tranches of Notes
which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of




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such Series, Classes or Tranches issued upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, and Notes so authenticated will be entitled
to the benefits of this Indenture and will be valid and obligatory for all purposes as if
authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to
the authentication and delivery of Notes by the Indenture Trustee or the Indenture Trustee’s
Certificate of Authentication, such reference will be deemed to include authentication and delivery
on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication
executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent
will be acceptable to the Issuer and will at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital
and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to
supervision or examination by federal or state banking authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section 815, the combined
capital and surplus of such Authenticating Agent will be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section 815, such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section 815. The initial Authenticating Agent for the Notes of
all Series, Classes and Tranches will be U.S. Bank National Association.




          Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent will be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, will continue to be an
Authenticating Agent, provided such corporation will be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of the Indenture
Trustee or the Authenticating Agent.




          An Authenticating Agent may resign at any time by giving written notice thereof to the
Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of
an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the
Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any
time such Authenticating Agent will cease to be eligible in accordance with the provisions of this
Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor
Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder
as provided in Section 105. Any successor Authenticating Agent upon acceptance of its
appointment hereunder will become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent will be appointed unless eligible under the provisions of this Section.




          The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating
Agent appointed at the request of the Issuer from time to time) reasonable compensation for its
services under this Section, and the Indenture Trustee will be entitled to be reimbursed for such
payments, subject to the provisions of Section 806.




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          If an appointment with respect to one or more Series, Classes or Tranches is made pursuant to
this Section, the Notes of such Series, Classes or Tranche may have endorsed thereon, in addition
to or in place of the Indenture Trustee’s Certificate of Authentication, an alternate Certificate
of Authentication in the following form:





This is one of the Notes of the Series, Classes or Tranches
designated therein referred to in the within-mentioned
Indenture.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as	 	 
	 	 	Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	[NAME OF AUTHENTICATING AGENT]	 	 
	 

	 	 	 	As Authenticating Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 






          Section 816. Tax Returns.




          In the event the Note Issuance Trust shall be required to file tax returns, the Issuer shall
cause a firm of nationally recognized independent public accountants to prepare any tax returns
required to be filed by the Note Issuance Trust and shall remit such returns to the Owner Trustee
or Beneficiary for signature at least five days before such returns are due to be filed. The
Issuer shall also prepare or shall cause to be prepared all tax information required by law to be
distributed to Noteholders and shall deliver such information to the Indenture Trustee at least
five days prior to the date it is required by law to be distributed to Noteholders. The Indenture
Trustee, upon request, will furnish the Issuer, the Calculation Agent and any Beneficiary with all
such information known to the Indenture Trustee as may be reasonably required in connection with
the preparation of all tax returns of the Note Issuance Trust, and shall, upon request, execute
such returns. In no event shall the Indenture Trustee or Owner Trustee be liable for any
liabilities, costs or expenses of the Note Issuance Trust or the Noteholders arising under any tax
law, including, without limitation, federal, state, local or foreign income or excise taxes or any
other tax imposed on or measured by income (or any interest or penalty with respect thereto or
arising from a failure to comply therewith).




          Section 817. Indenture Trustee May File Proofs of Claim.




          In case of the pendency of any receivership, insolvency, liquidation, bankruptcy or other
similar proceeding relative to the Issuer or any other obligor upon the Notes or the property of
the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal
of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will
be entitled and empowered by intervention in such proceeding or otherwise,




          (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid
in respect of the Notes and to file such other papers or documents as may be

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necessary and advisable in order to have the claims of the Indenture Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section
707) and of the Noteholders allowed in such judicial proceeding, and




          (b) to collect and receive any funds or other property payable or deliverable on any such
claims and to distribute the same;



and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is
hereby authorized by each Noteholder to make such payment to the Indenture Trustee, and in the
event that the Indenture Trustee will consent to the making of such payments directly to the
Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any
other amounts due the Indenture Trustee under Section 807, subject, in each case, to
Section 703.




          Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or
consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize
the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.




          Section 818. Indenture Trustee May Enforce Claims Without Possession of Notes.




          All rights of action and claims under this Indenture or any Indenture Supplement or the Notes
may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes
or the production thereof in any proceeding relating thereto, and any such proceeding instituted by
the Indenture Trustee shall be brought in its own name as Indenture Trustee. Any recovery of
judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee, its agents and counsel, be for the ratable
benefit of the Noteholders in respect of which such judgment has been obtained.




          Section 819. Suits for Enforcement.




          (a) If an Event of Default with respect to any Series, Class or Tranche of Notes shall occur
and be continuing, the Indenture Trustee in its discretion may, subject to the provisions of
Section 711, proceed to protect and enforce its rights and the rights of the Noteholders
under this Indenture or any Indenture Supplement by a suit, action or proceeding in equity or at
law or otherwise, whether for the specific performance of any covenant or agreement contained in
this Indenture or any Indenture Supplement or in aid of the execution of any power granted in this
Indenture or any Indenture Supplement or for the enforcement of any other legal, equitable or other
remedy as the Indenture Trustee, being advised by counsel, shall deem most effectual to protect and
enforce any of the rights of the Indenture Trustee or the Noteholders.




          (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize
or consent to or accept or adopt on behalf of any Noteholder any plan of




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reorganization, arrangement, adjustment or composition affecting the Notes or the rights of
any Noteholder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding.




          Section 820. Representations and Warranties of Indenture Trustee.




          The Indenture Trustee represents and warrants and any successor trustee shall represent and
warrant that:




          (a) The Indenture Trustee is organized, existing and in good standing under the laws of the
United States of America;




          (b) The Indenture Trustee has full power, authority and right to execute, deliver and perform
this Indenture, and has taken all necessary action to authorize the execution, delivery and
performance by it of this Indenture; and




          (c) This Indenture has been duly executed and delivered by the Indenture Trustee.




          Section 821. Maintenance of Office or Agency.




          The Indenture Trustee will maintain at its expense (a) in the Borough of Manhattan, The City
of New York and in Chicago, Illinois in the case of Registered Notes and (b) in the case of Bearer
Notes in London, if and for so long as any Bearer Notes are outstanding, an office or offices or
agency or agencies where notices and demands to or upon the Indenture Trustee in respect of the
Notes, this Indenture and any Indenture Supplement may be served. The Indenture Trustee initially
appoints the Corporate Trust Office of the Indenture Trustee as the office for such purposes in
Chicago, Illinois and the New York office of the Indenture Trustee located at 100 Wall Street,
Suite 1600, New York, New York 10005 for such purposes in New York. The Indenture Trustee will
give prompt written notice to the Issuer and to the Noteholders of any change in the location of
the Note Register or any such office or agency.




          Section 822. Requests for Agreement.




          A copy of the Indenture or any Indenture Supplement may be obtained by any Noteholder by a
request in writing to the Indenture Trustee addressed to the Corporate Trust Office and will be
provided at the expense of the Issuer.




[END OF ARTICLE VIII]




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ARTICLE IX




NOTEHOLDERS’ MEETINGS, LISTS,

REPORTS BY INDENTURE TRUSTEE,

ISSUER, MASTER SERVICER, SERVICER AND BENEFICIARY




          Section 901. Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.




          The Issuer will furnish or cause to be furnished to the Indenture Trustee:




          (a) not more than fifteen (15) days after each Record Date, in each year in such form as the
Indenture Trustee may reasonably require, a list of the names and addresses of the Registered
Noteholders of such Series, Classes or Tranches as of such date, and




          (b) at such other times as the Indenture Trustee may request in writing, within thirty (30)
days after the receipt by the Issuer of any such request, a list of similar form and content as of
a date not more than fifteen (15) days before the time such list is furnished;



provided, however, that so long as the Indenture Trustee is the Note Registrar, no
such list shall be required to be furnished.




          Section 902. Preservation of Information; Communications to Noteholders.




          (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable,
the names and addresses of Registered Noteholders contained in the most recent list furnished to
the Indenture Trustee as provided in Section 901 and the names and addresses of Registered
Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture
Trustee may destroy any list furnished to it as provided in Section 901 upon receipt of a
new list so furnished.




          (b) If three (3) or more Holders of Notes of any Series, Class or Tranche (hereinafter
referred to as “applicants”) (or, if there are less than three (3) such Holders, all of the
Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable
proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at
least six (6) months preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or
with the Holders of all Notes with respect to their rights under this Indenture or under such Notes
and is accompanied by a copy of the form of proxy or other communication which such applicants
propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the
receipt of such application, at its election, either:





          (i) afford such applicants access to the information preserved at the time by the
Indenture Trustee in accordance with Subsection 902(a), or



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          (ii) inform such applicants as to the approximate number of Holders of Notes of such
Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear
in the information preserved at the time by the Indenture Trustee in accordance with
Subsection 902(a), and as to the approximate cost of mailing to such Noteholders the
form of proxy or other communication, if any, specified in such application.



          If the Indenture Trustee shall elect not to afford such applicants access to such information,
the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a
Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may
be, whose names and addresses appear in the information preserved at the time by the Indenture
Trustee in accordance with Subsection 902(a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness after a tender to the
Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless, within five (5) days after such tender, the Indenture
Trustee shall mail to such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of the Indenture
Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such
Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of
applicable law. Such written statement will specify the basis of such opinion. If the Commission,
after opportunity for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after notice and opportunity
for hearing, that all the objections so sustained have been met and shall enter an order so
declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of
such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable
promptness after the entry of such order and the renewal of such tender; otherwise the Indenture
Trustee will be relieved of any obligation or duty to such applicants respecting their application.
Notwithstanding the foregoing, if such Notes are not then registered under the Exchange Act, any
decision of the Indenture Trustee shall be final.




          (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the
Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by
reason of the disclosure of any such information as to the names and addresses of the Holders of
Notes in accordance with Subsection 902(b), regardless of the source from which such
information was derived, and that the Indenture Trustee will not be held accountable by reason of
mailing any material pursuant to a request made under Subsection 902(b).




          Section 903. Reports by Indenture Trustee.




          (a) The term “reporting date” as used in this Section means the Note Issuance Trust’s Annual
Report Date, beginning in 2008. Within sixty (60) days after the Annual Report Date in each year,
beginning in 2008, the Indenture Trustee will transmit to Noteholders, in the manner and to the
extent provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such
reporting date if required by Section 313(a) of the Trust Indenture Act.




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          (b) To the extent required by the Trust Indenture Act, the Indenture Trustee will mail each
year to all Registered Noteholders, with a copy to the Note Rating Agencies a report concerning:




               (i) its eligibility and qualifications to continue as trustee under this Indenture;



               (ii) any amounts advanced by the Indenture Trustee under this Indenture;



               (iii) the amount, interest rate and maturity date of indebtedness owing by the Issuer
to the Indenture Trustee, in its individual capacity;



               (iv) the property and funds physically held by the Indenture Trustee by which the
related Notes are secured;



               (v) any release or release and substitution of Collateral subject to the lien of this
Indenture which has not previously been reported; and



               (vi) any action taken by the Indenture Trustee that materially affects the Notes and
that has not previously been reported.



          (c) The Indenture Trustee will comply with Subsections 313(b) and 313(c) of the Trust
Indenture Act.




          (d) A copy of each such report will, at the time of such transmission to Noteholders, be filed
by the Indenture Trustee with each stock exchange upon which the Notes are listed, and also with
the Commission. The Issuer will notify the Indenture Trustee when the Notes are admitted to
trading on any stock exchange.




          Section 904. Meetings of Noteholders and Noteholder Consent; Amendments and Waivers.




          (a) If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a
meeting of Noteholders of the Notes of such Series, Class or Tranche may be called at any time and
from time to time pursuant to this Section 904 to make, give or take any Action provided by
this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such
Series, Class or Tranche.




          (b) The Indenture Trustee may call a meeting of the Noteholders of a Series, Class or Tranche
issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder or
under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the
Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the
Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes.
In any case, a meeting will be called after notice is given to such Noteholders pursuant to
Section 105.




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          (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a
Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or
(2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of
one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders,
and shall not be a Beneficiary or any Affiliate or agent of a Beneficiary. The only Person who
shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or
Tranche shall be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Indenture Trustee and its counsel and any representatives of the Issuer and
its counsel.




          (d) Except for any consent that must be given by the Holders of each Outstanding Note affected
or any action to be taken by the Issuer as holder of any Collateral Certificate, any resolution
presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the
Majority Holders of that Series, Class or Tranche, as the case may be. However, any resolution
with respect to any Action which may be given by the Holders of not less than a specified
percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class
or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the
affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding
Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche (such percentage
to be calculated without taking into account the Outstanding Dollar Principal Amount represented by
any Note beneficially owned by any Beneficiary or any Affiliate or agent of any Beneficiary). Any
resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this
Indenture will be binding on all Noteholders of the affected Series, Class or Tranche.




          (e) The quorum at any meeting will be persons holding or representing the Majority Holders of
a Series, Class or Tranche or all Notes, as the case may be; provided, however,
that if any action is to be taken at that meeting concerning an Action that may be taken by the
Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of
the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such
specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of
such Series, Class or Tranche or all Notes will constitute a quorum (such percentage to be
calculated without taking into account the Outstanding Dollar Principal Amount represented by any
Note beneficially owned by any Beneficiary or any Affiliate or agent of any Beneficiary).




          (f) The ownership of Bearer Notes will be proved as provided in Subsection 102(c)(ii).




          (g) Any Beneficiary, on behalf of the Note Issuance Trust, may make reasonable rules for other
matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section,
including but not limited to the location or locations for such meeting, the manner of voting at
such meeting, the appointment and duties of inspectors of the vote, the submission and examination
of proxies, certificates and other evidence of the right to vote, the recording of the proceedings
at such meeting, and the appointment of a chairperson for the meeting.




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          (h) Any action that can be taken at a meeting of Noteholders may also be taken by written
consent of the requisite percentage of Outstanding Dollar Principal Amount of the Outstanding Notes
of such Series, Class or Tranche (such percentage to be calculated without taking into account the
Outstanding Dollar Principal Amount represented by any Note beneficially owned by any Beneficiary
or any Affiliate or agent of any Beneficiary). Any resolution passed or decision taken by written
consent in accordance with this Indenture will be binding on all Noteholders of the affected
Series, Class or Tranche.




          (i) With respect to certain actions relating to any amendment, modification, waiver or
solicitation with respect to any Collateral and requiring the consent or direction of Noteholders
holding a specified percentage of the Outstanding Dollar Principal Amount of any Class of Notes,
the Indenture Trustee shall request instructions from the Noteholders as to whether or not to
consent to or vote to accept such amendment, modification, waiver or solicitation. The Indenture
Trustee shall consent or vote, or refrain from consenting or voting, in the same proportion (based
on the relative Outstanding Dollar Principal Amounts of Notes materially adversely affected by such
proposed amendment, modification, waiver or solicitation) as the Notes, voting as a single class,
were actually voted or not voted by the Noteholders thereof as of a date determined by the
Indenture Trustee prior to the date on which such consent or vote is required (such proportion to
be calculated without taking into account the Outstanding Dollar Principal Amount represented by
any Note beneficially owned by any Beneficiary or any Affiliate or agent of any Beneficiary);
provided, however, that the Indenture Trustee shall at no time vote on or consent to any matter
unless such vote or consent would not (based on the advice of counsel) cause the Note Issuance
Trust to be taxed as an association or publicly traded partnership taxable as a corporation under
the Internal Revenue Code. The Indenture Trustee shall have no liability for any failure to act
resulting from Noteholders’ late return of, or failure to return, directions requested by the
Indenture Trustee from the Noteholders.




          (j) The Noteholders may, on behalf of the Note Issuance Trust as holder of the Collateral
Certificate, request the Master Trust Trustee to exercise any of the rights or powers vested in it
by the Pooling and Servicing Agreement or any Series Supplement or to institute, conduct or defend
any litigation at the request, order or direction of the Investor Certificateholder. The Master
Trust Trustee shall take such action with the consent of the requisite percentage of Outstanding
Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche (such percentage
to be calculated without taking into account the Outstanding Dollar Principal Amount represented by
any Note beneficially owned by any Beneficiary or any Affiliate or agent of any Beneficiary).




          Section 905. Reports by Issuer to the Commission.




          The Issuer will:




          (a) file with the Indenture Trustee, within fifteen (15) days after the Issuer is required to
file the same with the Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Issuer may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act; or, if the
Issuer is not required to file information, documents or reports pursuant

84









 








to either of said Sections, then it will file with the Indenture Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by the Commission, such of
the supplementary and periodic information, documents and reports which may be required pursuant to
Section 13 of the Securities Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and regulations;




          (b) file with the Indenture Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional information, documents
and reports with respect to compliance by the Issuer with the conditions and covenants of this
Indenture as may be required from time to time by such rules and regulations; and




          (c) transmit by mail to all Registered Noteholders, as their names and addresses appear in the
Note Register, and notify all Holders of Bearer Notes of such Series, Class or Tranche, by
publication of such notice in an Authorized Newspaper or as otherwise provided in the applicable
Indenture Supplement, within thirty (30) days after the filing thereof with the Indenture Trustee,
such summaries of any information, documents and reports required to be filed by the Issuer
pursuant to paragraphs (a) and (b) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.




[END OF ARTICLE IX]




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ARTICLE X




INDENTURE SUPPLEMENTS AND AMENDMENTS TO THE TRUST AGREEMENT

AND POOLING AND SERVICE AGREEMENT




          Section 1001. Supplemental Indentures and Amendments Without Consent of Noteholders.




          This Indenture and any Indenture Supplement (including, for the avoidance of doubt, any
Terms Document) may be amended from time to time by the Issuer at the direction of the Beneficiary
and by the Indenture Trustee, without the consent of any of the Noteholders, for one or more of the
following purposes:




          (a) to add to the covenants and agreements of this Indenture or any Indenture Supplement for
the benefit of the Noteholders of all or any Series, Class or Tranche (and if such covenants and
agreements are for the benefit of less than all Tranches of all Series, stating that such covenants
and agreements are expressly being included solely for the benefit of such Series, Class or
Tranche), or to surrender any right or power herein reserved to or conferred upon the Issuer;
provided, however, that such action shall not adversely affect in any material respect, as
evidenced by an Officer’s Certificate, the interests of the Holders of any Notes then outstanding;
and provided, further, that the permitted activities of the Note Issuance Trust may be
significantly changed pursuant to this Section 1001(a) only with the consent of the Holders
of Notes evidencing an Outstanding Dollar Principal Amount aggregating more than 50% of the
Outstanding Dollar Principal Amount of all Notes then Outstanding (such percentage to be calculated
without taking into account the Outstanding Dollar Principal Amount represented by any Note
beneficially owned by any Beneficiary or any Affiliate or agent of any Beneficiary);




          (b) to add provisions to or change or eliminate any of the provisions of this Indenture or any
Indenture Supplement, provided that any such addition, change or elimination shall not adversely
affect in any material respect, as evidenced by an Officer’s Certificate, the interests of the
Holders of any Series, Class or Tranche of any Notes then outstanding; and provided, further, that
the permitted activities of the Note Issuance Trust may be significantly changed pursuant to this
Section 1001(b) only with the consent of the Holder of Notes evidencing an Outstanding
Dollar Principal Amount aggregating more than 50% of the Outstanding Dollar Principal Amount (such
percentage to be calculated without taking into account the Outstanding Dollar Principal Amount
represented by any Note beneficially owned by any Beneficiary or any Affiliate or agent of any
Beneficiary);




          (c) to cure any ambiguity or to correct or supplement any defective or inconsistent provision
contained in this Indenture, in any Indenture Supplement, between this Indenture or any Indenture
Supplement and any prospectus or other offering document for any Notes, or in any amendment to this
Indenture or any Indenture Supplement;




          (d) to evidence the succession of another Entity to the Issuer, and the assumption by any such
successor of the covenants of the Issuer herein and in the Notes;




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provided, however, that the Issuer shall have received written confirmation from Standard &
Poor’s that there will be no Ratings Effect with respect to any Outstanding Notes as a result of
such amendment;




          (e) to add to this Indenture or any Indenture Supplement such provisions as may be expressly
permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section
316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture was
executed or any corresponding provision in any similar federal statute hereafter enacted; provided,
however, that such action shall not have a Material Adverse Effect, as evidenced by an Officer’s
Certificate;




          (f) to establish any form of Note, as provided in Article II; to provide for the
issuance of any Series, Class or Tranche of Notes as provided in Article III and to set
forth the terms thereof; to provide for the issuance of any additional Notes in any Outstanding
Series, Class or Tranche of Notes as provided in Article III and to set forth the terms
thereof; to provide for the execution of any Derivative Agreement, Supplemental Liquidity Agreement
or Supplemental Credit Enhancement Agreement in connection therewith and to secure any obligation
under such Agreement and/or to add to the rights of the Holders of the Notes of any Series, Class
or Tranche; provided, however, that the Issuer shall have received written confirmation from
Standard & Poor’s that there will be no Ratings Effect with respect to any Outstanding Notes as a
result of such amendment;




          (g) to evidence and provide for the acceptance of appointment by another corporation as a
successor Indenture Trustee hereunder with respect to one or more Series, Classes or Tranches of
Notes and to add to or change any of the provisions of this Indenture as will be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one Indenture
Trustee, pursuant to Section 813;




          (h) to add any additional Early Redemption Events or Events of Default in respect of any new
Series, Classes or Tranches of Notes (and if such additional Events of Default are to be in respect
of less than all new Series, Classes or Tranches of Notes, stating that such Events of Default are
expressly being included solely for the benefit of one or more specified Series, Classes or
Tranches of Notes); provided, however, that such action shall not have a Material Adverse Effect,
as evidenced by an Officer’s Certificate;




          (i) if one or more additional Sellers under any Pooling and Servicing Agreement are added to,
or replaced under, any such Pooling and Servicing Agreement, or one or more additional
Beneficiaries under the Trust Agreement are added to, or replaced under, the Trust Agreement, to
make any necessary changes to the Indenture or any other related document; provided, however, that
the Issuer shall have received written confirmation from Standard & Poor’s that there will be no
Ratings Effect with respect to any Outstanding Notes as a result of such amendment;




          (j) to add provisions to or change any of the provisions of this Indenture or any Indenture
Supplement for the purpose of accommodating the addition of Collateral Certificates and interests
in credit card receivables to the Note Issuance Trust pursuant to an Assignment of Additional
Assets, including, to modify any provision to allocate increases in the




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Nominal Liquidation Amount of any Outstanding Notes, reinvest Principal Amounts, reallocate
Finance Charge Amounts or Principal Amounts or any similar allocations or reallocations between the
Series 2007-CC Collateral Certificate and any such Additional Collateral Certificate; provided,
however, that the Issuer shall have received written confirmation from Standard & Poor’s that there
will be no Ratings Effect with respect to any Outstanding Notes as a result of such amendment;




          (k) to provide for additional or alternative forms of credit enhancement for any Series, Class
or Tranche of Notes;




          (l) to comply with any regulatory or tax laws or any accounting requirements; or




          (m) to permit the Depositor, any Beneficiary or any Seller under any Pooling and Servicing
Agreement to maintain or establish sale accounting treatment under then-applicable financial
accounting standards.




          The Indenture Trustee shall give prior written notice to the Note Rating Agencies of any
proposal to amend this Indenture or any Indenture Supplement pursuant to this Section 1001.




          The Indenture Trustee may, but shall not be obligated to, enter into any amendments which
adversely affects the Indenture Trustee’s rights, duties, benefits, protections, privileges or
immunities under this Indenture or otherwise.




          Section 1002. Supplemental Indentures with Consent of Noteholders.




          (a) This Agreement and any Indenture Supplement (including for the avoidance of doubt, any
Terms Document) may also be amended from time to time by the Issuer and the Indenture Trustee with
the consent of the Holders of Notes evidencing an Outstanding Dollar Principal Amount aggregating
not less than 662/3% of the Outstanding Dollar Principal Amount of each Series, Class or Tranche of
Notes materially adversely affected or, with respect to any Series, Class or Tranche the Notes of
which are, in whole or in part, represented by Bearer Notes, with the consent of persons entitled
to vote an Outstanding Dollar Principal Amount aggregating not less than 662/3% of the Outstanding
Dollar Principal Amount with respect to such Series, Class or Tranche, as described in Section
904, for purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of this Indenture or any Indenture Supplement or of modifying in any manner the
rights of the Noteholders of any Class then outstanding; provided, however, that the Trustee shall
have been advised by the applicable Note Rating Agencies that such amendment will not result in a
Ratings Effect with respect to any Series, Class or Tranche not entitled to vote thereon.. For
purposes of calculating whether a 662/3% consent has been achieved pursuant to this Section
1002, the applicable Outstanding Dollar Principal Amount shall be calculated without taking
into account the Outstanding Dollar Principal Amount represented by any Note beneficially owned by
any Beneficiary or any affiliate or agent of any Beneficiary, and neither any Beneficiary nor an
affiliate or agent of any Beneficiary shall be entitled to vote on any amendment pursuant to this
Section 1002.




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          (b) Notwithstanding the forgoing, no such amendment of this Indenture or any Indenture
Supplement will, without the consent of the Holder of each Outstanding Note affected thereby:





          (i) change the scheduled payment date of any payment of interest on any Note, or change
an Expected Principal Payment Date, Expected Maturity Date or Legal Maturity Date of any
Note;




          (ii) reduce the Stated Principal Amount of, or the interest rate on any Note, or change
the method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding
Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the
Holder of any Note;




          (iii) reduce the amount of a Discount Note payable upon the occurrence of an Early
Redemption Event, a cleanup call or upon the acceleration of such Note following an Event of
Default;




          (iv) impair the right to institute suit for the enforcement of any payment on any Note;




          (v) reduce the percentage of the Outstanding Dollar Principal Amount of the Outstanding
Notes of any Series, Class or Tranche of Notes, the consent of whose Holders is required for
any such amendment, or the consent of whose Holders is required for any waiver of compliance
with the provisions of this Indenture or any Indenture Supplement or of defaults hereunder
or thereunder and their consequences, provided for in this Indenture or such Indenture
Supplement;




          (vi) permit the creation of any lien or other encumbrance on the Collateral that
secures any Tranche of Notes that is prior to the lien in favor of the Indenture Trustee for
the benefit of the Holders of the Notes of such Tranche; or




          (vii) change any Place of Payment where any principal of, or interest on, any Note is
payable, unless otherwise provided in the applicable Indenture
Supplement.





          (c) Notwithstanding the foregoing, the permitted activities of the Note Issuance Trust may be
significantly changed pursuant to this Section 1002 only with the consent of the Holders of
Notes evidencing an Outstanding Dollar Principal Amount aggregating more than 50% of the
Outstanding Dollar Principal Amount of all Outstanding Notes (such percentage to be calculated
without taking into account the Outstanding Dollar Principal Amount represented by any Notes
beneficially owned by any Beneficiary or any affiliate or agent of any Beneficiary). The Indenture
Trustee shall give prompt notice to the Note Rating Agencies of the solicitation of any consents
for the purpose of amending this Indenture or any Indenture Supplement pursuant to this Section
1002.




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          (d) An amendment of this Indenture or an Indenture Supplement which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included solely for the
benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights
of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other
provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of
any other Series, Class or Tranche.




          (e) It will not be necessary for any Act of Noteholders under this Section to approve the
particular form of any proposed amendment or supplemental indenture, but it will be sufficient if
such Act will approve the substance thereof.




          Section 1003. Execution of Amendments and Supplemental Indentures.




          In executing or accepting the additional trusts created by any amendment of this Indenture
or Indenture Supplement permitted by this Article X or the modifications thereby of the
trusts created by this Indenture, the Indenture Trustee will be entitled to receive, and (subject
to Section 801) will be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such amendment or supplemental indenture is authorized or permitted by this
Indenture and that all conditions precedent thereto have been satisfied. The Indenture Trustee
may, but will not (except to the extent required in the case of an amendment or supplemental
indenture entered into under Subsections 1001(e) or 1001(g)) be obligated to, enter
into any such amendment or supplemental indenture which affects the Indenture Trustee’s own rights,
duties or immunities under this Indenture or otherwise.




          Section 1004. Effect of Amendments and Supplemental Indentures.




          Upon the execution of any amendment of this Indenture or any Indenture Supplement and any
supplemental indentures under this Article X, this Indenture and the related Indenture
Supplement will be modified in accordance therewith with respect to each Series, Class or Tranche
of Notes affected thereby, or all Notes, as the case may be, and such amendment or supplemental
indenture will form a part of this Indenture and the related Indenture Supplement for all purposes;
and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder will be
bound thereby to the extent provided therein.




          Section 1005. Conformity with Trust Indenture Act.




          Every amendment of this Indenture or any Indenture Supplement and every supplemental
indenture executed pursuant to this Article X will conform to the requirements of the Trust
Indenture Act as then in effect.




          Section 1006. Reference in Notes to Supplemental Indentures.




          Notes authenticated and delivered after the execution of any amendment of this Indenture or
any Indenture Supplement or any supplemental indenture pursuant to this Article X may, and
will if required by the Indenture Trustee, bear a notation in form approved by the Indenture
Trustee as to any matter provided for in such amendment or supplemental indenture. If the Issuer
will so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and
the Issuer, to any such amendment or supplemental indenture may be

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prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee
in exchange for Outstanding Notes.




          Section 1007. Amendments to the Trust Agreement.




          (a) Subject to the provisions of the Trust Agreement, without the consent of the Holders of
any Notes or the Indenture Trustee, the Owner Trustee (at the written direction of the Beneficiary)
and the Beneficiary, so long as the Beneficiary has received written confirmation from the
applicable Note Rating Agencies that such amendment will not cause a Rating Effect with respect to
any outstanding Notes then issued by the Note Issuance Trust, may amend the Trust Agreement;
provided, however, that such amendment will not significantly change the permitted
activities of the Note Issuance Trust; provided, further that as such amendment
will not have a Material Adverse Effect and is not reasonably expected to have a Material Adverse
Effect at any time in the future.




          (b) The Trust Agreement may also be amended from time to time, by a written instrument
executed by the Owner Trustee, at the written direction of the Beneficiary, and the Beneficiary,
with prior written notice to each Note Rating Agency, in the case of a significant change to the
permitted activities of the Note Issuance Trust as set forth in Section 2.03(a) of the
Trust Agreement, with the consent of holders of a majority of the Outstanding Dollar Principal
Amount of each Series, Class or Tranche of Notes affected by such change, voting as a single class;
provided, however, that, without the consent of the holders of all of the Notes
then outstanding, no such amendment shall reduce the aforesaid percentage of the Outstanding Dollar
Principal Amount of the Notes, the holders of which are required to consent to any such amendment.




          Section 1008. Amendments to Pooling and Servicing Agreement. The Issuer, as the
Investor Certificateholder of the Series 2007-CC Collateral Certificate and as the Holder of any
Additional Collateral Certificate, has the right to vote and give consents and waivers in respect
of each such Collateral Certificate to the extent provided in the applicable Series Supplement and
Pooling and Servicing Agreement. In the event that the Indenture Trustee receives a request from
the Seller, the Master Servicer or the Master Trust Trustee with respect to any Master Trust for
its consent to any amendment, modification or waiver with respect to any Collateral Certificate,
any Pooling and Servicing Agreement, any Series Supplement or any other document thereunder or
relating thereto, or receives any other solicitation for any action with respect to any Collateral
Certificate, Series Supplement or Pooling and Servicing Agreement, the Indenture Trustee shall, as
directed by the Beneficiary, mail a notice of such proposed amendment, modification, waiver or
solicitation to each Holder of Notes belonging to any Series, Class or Tranche, as applicable,
materially adversely affected by such proposed amendment, modification, waiver or solicitation.
The Indenture Trustee shall request instructions from the Noteholders as to whether or not to
consent to or vote to accept such amendment, modification, waiver or solicitation. The Indenture
Trustee shall consent or vote, or refrain from consenting or voting, in the same proportion (based
on the relative Outstanding Dollar Principal Amounts of Notes materially adversely affected by such
proposed amendment, modification, waiver or solicitation) as the Notes, voting as a single class,
were actually voted or not voted by the




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Noteholders thereof as of a date determined by the Indenture Trustee prior to the date on
which such consent or vote is required; provided, however, that the Indenture Trustee shall at no
time vote on or consent to any matter unless such vote or consent would not (based on the advice of
counsel) cause the Note Issuance Trust to be taxed as an association or publicly traded partnership
taxable as a corporation under the Internal Revenue Code. The Trustee shall have no liability for
any failure to act resulting from Noteholders’ late return of, or failure to return, directions
requested by the Trustee from the Noteholders. For the avoidance of doubt, each Noteholder will be
deemed to have consented to any amendment of any Pooling and Servicing Agreement to permit the
Depositor, the Beneficiary or any Seller under the Pooling and Servicing Agreement to maintain or
establish sale accounting treatment under then-applicable financial accounting standards, and the
Noteholders will be treated as the beneficial owners of the applicable Collateral Certificates for
all purposes in connection therewith, including for purposes of calculating whether the requisite
consent percentage, if any, under the applicable Pooling and Servicing Agreement has been received
for any amendment that requires such consent (except that Notes beneficially owned by the
Beneficiary or any Affiliate or agent of the Beneficiary will not be included in any such
calculation).




          Section 1009. Deemed Consent to Combination of Master Trust and Issuer. Any
Noteholder that acquires a Note of any Series, Class or Tranche will be deemed to have consented to
an amendment of this Indenture or any Indenture Supplement to provide for the combination of any
Master Trust and the Issuer into a single Entity or the transfer of assets in such Master Trust to
the Issuer after the termination of all Series of Investor Certificates (other than the related
Collateral Certificate or Collateral Certificates) issued by such Master Trust.




[END OF ARTICLE X]




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ARTICLE XI




REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER




          Section 1101. Representations and Warranties of Issuer. The Issuer hereby represents
and warrants to the Indenture Trustee, that:




          (a) the Issuer has been duly formed and is validly existing as a statutory trust in good
standing under the laws of the State of Delaware, and has full power and authority to execute and
deliver this Indenture and to perform the terms and provisions hereof;




          (b) the execution, delivery and performance of this Indenture by the Issuer have been duly
authorized by all necessary corporate and statutory trust proceedings of the Beneficiary and the
Owner Trustee, do not require any approval or consent of any governmental agency or authority, and
do not and will not conflict with any material provision of the Certificate of Trust or the Trust
Agreement of the Issuer;




          (c) this Indenture is the valid, binding and enforceable obligation of the Issuer, except as
the same may be limited by receivership, insolvency, reorganization, moratorium or other laws
relating to the enforcement of creditors’ rights generally or by general equity principles;




          (d) to the best of the Issuer’s knowledge, this Indenture will not conflict with any law or
governmental regulation or court decree applicable to it;




          (e) the Issuer is not required to be registered under the Investment Company Act;




          (f) all information heretofore furnished by the Issuer in writing to the Indenture Trustee for
purposes of or in connection with this Indenture or any transaction contemplated hereby is, and all
such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be,
true and accurate in every material respect or based on reasonable estimates on the date as of
which such information is stated or certified; and




          (g) to the best knowledge of the Issuer, there are no proceedings or investigations pending
against the Issuer before any court, regulatory body, administrative agency, or other tribunal or
governmental instrumentality having jurisdiction over the Issuer (A) asserting the invalidity of
this Indenture, (B) seeking to prevent the consummation of any of the transactions contemplated by
this Indenture or (C) seeking any determination or ruling which in the Issuer’s judgment would
materially and adversely affect the performance by the Issuer of its obligations under this
Indenture or the validity or enforceability of this Indenture.




          Section 1102. Payment of Principal and Interest.




          With respect to each Series, Class or Tranche of Notes, the Issuer will duly and punctually
pay the principal of and interest on such Notes in accordance with their terms and this




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Indenture, in each case subject to the cash flow and subordination provisions set forth in
this Indenture and the applicable Indenture Supplement, and will duly comply with all the other
terms, agreements and conditions contained in, or made in this Indenture for the benefit of, the
Notes of such Series, Class or Tranche.




          Any installment of interest or principal, if any, payable on any Note which is punctually paid
or duly provided for by the Issuer and the Indenture Trustee on the applicable Interest Payment
Date or Principal Payment Date shall be paid by the Paying Agent to the Person in whose name such
Note is registered on the Record Date, by wire transfer of immediately available funds to such
Person’s account as has been designated by written instructions received by the Paying Agent from
such Person not later than the close of business on the third Business Day preceding the date of
payment or, if no such account has been so designated, by check mailed first-class, postage prepaid
to such Person’s address as it appears on the Note Register on such Record Date, except that with
respect to Notes registered on the Record Date in the name of Cede & Co., as nominee for The
Depository Trust Company, payment shall be made by wire transfer in immediately available funds to
the account designated by such nominee.




          Section 1103. Maintenance of Office or Agency.




          The Issuer will maintain an office or agency in each Place of Payment where Notes may be
presented or surrendered for payment, where Notes may be surrendered for transfer or exchange and
where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be
served. The Issuer will give prompt written notice to the Indenture Trustee of the location, and
of any change in the location, of such office or agency. If at any time the Issuer will fail to
maintain such office or agency or will fail to furnish the Indenture Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Indenture Trustee, and the Issuer hereby appoints the Indenture Trustee as its
agent to receive all such presentations, surrenders, notices and demands.




          The Issuer may also from time to time designate one or more other offices or agencies where
the Notes of one or more Series, Classes or Tranches may be presented or surrendered for any or all
of such purposes specified above and may constitute and appoint one or more Paying Agents for the
payments of such Notes, in one or more other cities, and may from time to time rescind such
designations and appointments; provided, however, that no such designation,
appointment or rescission shall in any manner relieve the Issuer of its obligations to maintain an
office or agency in each Place of Payment for Notes of any Series, Class or Tranche for such
purposes. The Issuer will give prompt written notice to the Indenture Trustee of any such
designation or rescission and of any change in the location of any such other office or agency.
Unless and until the Issuer rescinds one or more of such appointments, the Issuer hereby appoints
the Indenture Trustee, at its Corporate Trust Office in Chicago, Illinois as its Paying Agent with
respect to all Series, Classes and Tranches of Notes having a Place of Payment in the City of
Chicago, Illinois, and at its New York office located at 100 Wall Street, Suite 1600, New York, New
York 10005, as its Paying Agent with respect to all Series, Classes and Tranches of Notes having a
Place of Payment in the City of New York, New York.




          Section 1104. Money for Note Payments to be Held in Trust.




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          The Paying Agent, on behalf of the Indenture Trustee, will make distributions to
Noteholders from the Collection Accounts or other applicable Issuer Account pursuant to the
provisions of Article V of this Indenture or any Indenture Supplement and will report the
amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable
power to withdraw funds from the Collection Account or other applicable Issuer Account for the
purpose of making the distributions referred to above. The Indenture Trustee may revoke such power
and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the
Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement
in any material respect. The Paying Agent upon removal will return all funds in its possession to
the Indenture Trustee.




          The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any Series,
Class or Tranche of Notes to execute and deliver to the Indenture Trustee an instrument in which
such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as
Paying Agent, it so agrees), subject to the provisions of this Section, that such Paying Agent
will:




          (a) hold all sums held by it for the payment of principal of or interest on Notes of such
Series, Class or Tranche in trust for the benefit of the Persons entitled thereto until such sums
will be paid to such Persons or otherwise disposed of as herein provided;




          (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of
any default by the Issuer (or any other obligor upon the Notes of such Series, Class or Tranche) in
the making of any such payment of principal or interest on the Notes of such Series, Class or
Tranche;




          (c) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of
any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture
Trustee all sums so held in trust by such Paying Agent;




          (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture
Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of
Notes if at any time it ceases to meet the standards described in this Section 1104
required to be met by a Paying Agent at the time of its appointment; and




          (e) comply with all requirements of the Internal Revenue Code or any other applicable tax law
with respect to the withholding from any payments made by it on any Notes of any applicable
withholding taxes imposed thereon and with respect to any applicable reporting requirements in
connection therewith.




          The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture with respect to any Series, Class or Tranche of Notes or for any other purpose, pay,
or by an Officer’s Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums
held in trust by the Issuer or such Paying Agent in respect of each and every Series, Class or
Tranche of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all
sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture
Trustee upon the same trusts as those upon which such sums were held by the




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Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture
Trustee, such Paying Agent will be released from all further liability with respect to such money.




          Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the
Issuer, in trust for the payment of the principal of or interest on any Note of any Series, Class
or Tranche and remaining unclaimed for two years after such principal or interest has become due
and payable will be paid to the Issuer upon request in an Officer’s Certificate, or (if then held
by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of
the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of
the Issuer as trustee thereof, will thereupon cease. The Indenture Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Issuer give to the
Holders of the Notes as to which the money to be repaid was held in trust, as provided in
Section 105, a notice that such funds remain unclaimed and that, after a date specified in
the notice, which will not be less than thirty (30) days from the date on which the notice was
first mailed or published to the Holders of the Notes as to which the money to be repaid was held
in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the
trust formerly impressed upon it.




          Each Paying Agent will at all times have a combined capital and surplus of at least
$50,000,000 and be subject to supervision or examination by a United States federal or state
authority or be regulated by or subject to the supervision or examination of a governmental
authority of a nation that is a member of the Organization for Economic Co-operation and
Development. If such Paying Agent publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to
be its combined capital and surplus as set forth in its most recent report of condition as so
published.




          Section 1105. Statement as to Compliance.




          The Issuer will deliver to the Indenture Trustee and the Note Rating Agencies, on or before
the date that is fifteen days prior to the Note Issuance Trust’s Annual Report Date, or such other
date that is mutually agreed upon in writing by the parties hereto, of each calendar year (and
relating to the preceding fiscal year ending on November 30), beginning in 2008, a written
statement signed by an Issuer Authorized Officer, substantially in the form of Exhibit C stating
that:




          (a) a review of the activities of the Issuer during the prior year and of the Issuer’s
performance under this Indenture and under the terms of the Notes has been made under such Issuer
Authorized Officer’s supervision; and




          (b) to the best of such Issuer Authorized Officer’s knowledge, based on such review, the
Issuer has complied in all material respects with all conditions and covenants under this Indenture
throughout such year, or, if there has been a default in the fulfillment of any such condition or
covenant (without regard to any grace period or requirement of notice), specifying each such
default known to such Issuer Authorized Officer and the nature and status thereof.





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          Section 1106. Legal Existence.




          The Issuer will do or cause to be done all things necessary to preserve and keep in full
force and effect its legal existence.




          Section 1107. Further Instruments and Acts.




          Upon request of the Indenture Trustee, the Issuer will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.




          Section 1108. Compliance with Laws.




          The Issuer will comply with the requirements of all applicable laws, the noncompliance with
which would, individually or in the aggregate, materially and adversely affect the ability of the
Issuer to perform its obligations under the Notes or this Indenture.




          Section 1109. Notice of Events of Default.




          The Issuer agrees to give the Indenture Trustee and the Note Rating Agencies prompt written
notice of each Event of Default hereunder and each breach on the part of any Master Trust or the
Depositor of their respective obligations under the applicable Pooling and Servicing Agreement, and
any default of a Derivative Counterparty, a Supplemental Credit Enhancement Provider or a
Supplemental Liquidity Provider.




          Section 1110. Certain Negative Covenants.




          The Issuer will not:




          (a) claim any credit on, or make any deduction from the principal or interest payable in
respect of, the Notes (other than amounts withheld in good faith from such payments under the
Internal Revenue Code or other applicable tax law including foreign withholding);




          (b) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien
in favor of the Indenture Trustee created by this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released from any covenants or
obligations with respect to the Notes under this Indenture except as may be expressly permitted
hereby;




          (c) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance
(other than the lien in favor of the Indenture Trustee created by this Indenture and any lien in
connection with a Derivative Agreement, Supplemental Credit Enhancement Agreement or Supplemental
Liquidity Agreement entered into in connection with the issuance of any Series, Class or Tranche of
Notes) to be created on or extend to or otherwise arise upon or burden the Collateral or any part
thereof or any interest therein or the proceeds thereof;




          (d) permit the lien in favor of the Indenture Trustee created by this Indenture not to
constitute a valid first priority security interest in the Collateral; or




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          (e) voluntarily dissolve or liquidate.




          Section 1111. No Other Business.




          The Issuer will not engage in any business other than as permitted under the Trust
Agreement.




          Section 1112. Rule 144A Information.




          For so long as any of the Notes of any Series, Class or Tranche are “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer agrees to provide to any
Noteholder of such Series, Class or Tranche and to any prospective purchaser of Notes designated by
such Noteholder, upon the request of such Noteholder or prospective purchaser, any information
required to be provided to such Holder or prospective purchaser to satisfy the conditions set forth
in Rule 144A(d)(4) under the Securities Act.




          Section 1113. Performance of Obligations.




          (a) The Issuer will not take any action and will use its best efforts not to permit any action
to be taken by others that would release any Person from any of such Person’s material covenants or
obligations under any instrument or agreement included in the Collateral or that would result in
the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or
effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture,
the Trust Agreement, the applicable Pooling and Servicing Agreement or such other instrument or
agreement.




          (b) The Issuer will punctually perform and observe all of its obligations and agreements
contained in this Indenture, any Indenture Supplement, the Trust Agreement and in the instruments
and agreements (including but not limited to, the applicable Pooling and Servicing Agreement)
relating to the Collateral, including but not limited to filing or causing to be filed all UCC
financing statements and amendments thereto required to be filed by the terms of this Indenture and
the Trust Agreement in accordance with and within the time periods provided for herein and therein.
Except as otherwise expressly provided herein or therein, the Issuer shall not waive, amend,
modify, supplement or terminate this Indenture, any Indenture Supplement or the Trust Agreement or
any provision thereof without the consent of the Majority Holders of the Notes of each materially
adversely affected Series, Class or Tranche.




          Section 1114. Issuer May Consolidate, Etc., Only on Certain Terms.




          (a) The Issuer shall not consolidate or merge with or into any other Person, unless:




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          (1) the Person (if other than the Issuer) formed by or surviving such consolidation or
merger (i) shall be a Person organized and existing under the laws of the United States of
America, any state thereof or the District of Columbia, (ii) shall not be subject to
regulation as an “investment company” under the Investment Company Act and (iii) shall
expressly assume, by a supplemental indenture, executed and delivered to the Indenture
Trustee, in a form satisfactory to the Indenture Trustee, the due and punctual payment of
the principal of and interest on all Notes and the performance of every covenant of this
Indenture on the part of the Issuer to be performed or observed;




          (2) immediately after giving effect to such transaction, no Event of Default or Early
Redemption Event shall have occurred and be continuing;




          (3) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
and an Opinion of Counsel each stating that (i) such consolidation or merger and such
supplemental indenture comply with this Section 1114, (ii) all conditions precedent
in this Section 1114 relating to such transaction have been complied with (including
any filing required by the Securities Exchange Act), and (iii) such supplemental indenture
is duly authorized, executed and delivered and is valid, binding and enforceable against
such Person except as the same may be limited by receivership, insolvency, reorganization,
moratorium or other laws relating to the enforcement of creditors’ rights generally or by
general equity principles;




          (4) the Issuer shall provide prior written notice to each applicable Note Rating Agency
of such consolidation or merger and shall have received written confirmation from each
applicable Note Rating Agency (other than Moody’s, which has requested notification rather
than a consent right) that there will be no Ratings Effect with respect to any Outstanding
Notes as a result of such consolidation or merger;




          (5) the Issuer shall have received an Issuer Tax Opinion and a Master Trust Tax Opinion
for each applicable Master Trust;




          (6) any action that is necessary to maintain the lien and security interest created by
this Indenture shall have been taken; and




          (7) such action shall not be contrary to the status of the Issuer as a qualifying
special purpose entity under existing accounting literature.



          (b) The Issuer shall not convey or transfer any of its properties or assets, including those
included in the Collateral, substantially as an entirety to any Person, unless:





          (1) the Person that acquires by conveyance or transfer the properties and assets of the
Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States
citizen or a Person organized and existing under the laws of the United States of America,
any state thereof, or the District of Columbia, (B) expressly assume, by a supplemental
indenture, executed and delivered to the Indenture Trustee, in form satisfactory to the
Indenture Trustee, the due and punctual payment of the principal of and interest on all
Notes and the performance or observance of every agreement and covenant of this Indenture on
the part of the Issuer to be performed or observed, all as



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provided herein, (C) expressly agree by means of such supplemental indenture that all
right, title and interest so conveyed or transferred shall be subject and subordinate to the
lien and security interest of the Indenture Trustee created by this Indenture, (D) expressly
agree by means of such supplemental indenture that such Person (or if a group of Persons,
then one specified Person) shall make all filings with the Commission (and any other
appropriate Person) required by the Securities Exchange Act in connection with the Notes and
(F) not be an “investment company” as defined in the Investment Company Act;




          (2) immediately after giving effect to such transaction, no Event of Default or Early
Redemption Event shall have occurred and be continuing;




          (3) the Issuer shall have received written confirmation from each applicable Note
Rating Agency that there will be no Ratings Effect with respect to any Outstanding Notes as
a result of such conveyance or transfer;




          (4) the Issuer shall have received an Issuer Tax Opinion and a Master Trust Tax Opinion
for each applicable Master Trust;




          (5) any action that is necessary to maintain the lien and security interest created by
this Indenture shall have been taken; and




          (6) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
and an Opinion of Counsel each stating that such conveyance or transfer and such Indenture
Supplement comply with this Section 1114 and that all conditions precedent herein
provided for relating to such transaction have been complied with (including any filing
required by the Securities Exchange Act).



          Section 1115. Successor Substituted.




          Upon any consolidation or merger, or any conveyance or transfer of the properties and
assets of the Issuer substantially as an entirety in accordance with Section 1114 hereof,
the Person formed by or surviving such consolidation or merger (if other than the Issuer) or the
Person to which such conveyance or transfer is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Issuer under this Indenture with the same effect as if
such Person had been named as the Issuer herein. In the event of any such conveyance or transfer,
the Person named as the Issuer in the first paragraph of this Indenture or any successor which
shall theretofore have become such in the manner prescribed in this Section 1115 shall be
released from its obligations under this Indenture as issued immediately upon the effectiveness of
such conveyance or transfer, provided that the Issuer shall not be released from any obligations or
liabilities to the Indenture Trustee or the Noteholders arising prior to such effectiveness.




          Section 1116. Guarantees, Loans, Advances and Other Liabilities.




          Except as contemplated by this Indenture or the Trust Agreement, the Issuer shall not make
any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having
the effect of assuring another’s payment or performance on any obligation or

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capability of so doing or otherwise), endorse or otherwise become contingently liable,
directly or indirectly, in connection with the obligations, stocks or dividends of, or own,
purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or
securities of, or any other interest in, or make any capital contribution to, any other Person.




          Section 1117. Capital Expenditures.




          The Issuer shall not make any expenditure (by long-term or operating lease or otherwise)
for capital assets (either realty or personalty).




          Section 1118. Restricted Payments.




          The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution
(by reduction of capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with
respect to any ownership or equity interest or security in or of the Issuer, (ii) redeem, purchase,
retire or otherwise acquire for value any such ownership or equity interest or security or (iii)
set aside or otherwise segregate any amounts for any such purpose; provided,
however, that the Issuer may make, or cause to be made, distributions as contemplated by,
and to the extent funds are available for such purpose under, the Trust Agreement or any Indenture
Supplement. The Issuer will not, directly or indirectly, make payments to or distributions from
the Collections Account or any Issuer Account except in accordance with this Indenture or any
Indenture Supplement.




          Section 1119. No Borrowing.




          The Issuer will not issue, incur, assume, guarantee or otherwise become liable, directly or
indirectly, for any additional indebtedness, except for the Notes and any obligation under any
Derivative Agreement, Supplemental Enhancement Agreement or Supplemental Liquidity Agreement
relating to any Tranches of Notes.




[END OF ARTICLE XI]




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ARTICLE XII




EARLY REDEMPTION OF NOTES




          Section 1201. Applicability of Article.




          Unless otherwise specified in the applicable Indenture Supplement related to a Series,
Class or Tranche of Notes, pursuant to the terms of this Article XII, the Issuer will
redeem and pay, provided that funds are available, each affected Series, Class or Tranche of Notes
upon the occurrence and during the continuance of any Early Redemption Event. Unless otherwise
specified in the applicable Indenture Supplement relating to a Series, Class or Tranche of Notes,
or in the form of Notes for such Series, Class or Tranche, the following are “Early Redemption
Events”:




          (a) with respect to any Series, Class or Tranche of Notes, the occurrence of the Expected
Maturity Date of such Series, Class or Tranche of Notes, if such Notes are not paid in full on such
date;




          (b) the Issuer shall become an investment company within the meaning of the Investment Company
Act;




          (c) the Depositor shall file a petition or commence a proceeding (A) to take advantage of any
bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment
of a trustee, conservator, receiver, liquidator, or similar official for or relating to such
Depositor or all or substantially all of its property, (ii) the Depositor shall consent or fail to
object to any such petition filed or proceeding commenced against or with respect to it or all or
substantially all of its property, or any such petition or proceeding shall not have been dismissed
or stayed within sixty (60) days of its filing or commencement, or a court, agency, or other
supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any
such petition or proceeding, (C) the Depositor shall admit in writing its inability to pay its
debts generally as they become due, (D) the Depositor shall make an assignment for the benefit of
its creditors, or (E) the Depositor shall voluntarily suspend payment of its obligations; or




          (d) with respect to any Series, Class or Tranche of Notes, any additional Early Redemption
Event specified in the Indenture Supplement for such Series, Class or Tranche as applying to such
Series, Class or Tranche of Notes.




          The repayment price of a Tranche of Notes so redeemed will equal the Outstanding Dollar
Principal Amount of such Tranche (converted, if applicable, to Foreign Currency as provided in the
applicable Indenture Supplement), plus accrued, past due and additional interest to but excluding
the date of repayment, the payment of which will be subject to the cash flow and subordination
provisions of this Indenture and the related Indenture Supplement.




          If the Issuer is unable to pay the repayment price in full on the Principal Payment Date
following the end of the Due Period in which the Early Redemption Event occurs, monthly

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payments on such Tranche of Notes will thereafter be made for so long as such Early Redemption
Event is continuing, subject to the cash flow provisions and to the extent permitted under the
applicable subordination provisions of this Indenture and the related Indenture Supplement, on each
following Principal Payment Date until the Outstanding Dollar Principal Amount of such Series,
Class or Tranche, plus all accrued, past due and additional interest, is paid in full or until the
Legal Maturity Date occurs, whichever is earlier. Any funds in any Issuer Accounts for a repaid
Tranche will be applied to make the principal and interest payments on that Tranche on the
repayment date, subject to the subordination and cash flow provisions of this Indenture and the
related Indenture Supplement.




          Section 1202. Cleanup Call.




          Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or
Tranche of Notes, the Depositor or any Affiliate thereof has the right, but not the obligation, to
redeem a Series, Class or Tranche of Notes in whole but not in part on any day on or after the day
on which the aggregate Nominal Liquidation Amount (after giving effect to all payments, if any, on
that day) of such Series, Class or Tranche is reduced to less than 5% (or such other percentage as
shall be specified from time to time by such servicer or any Affiliate thereof, consistent with
sale treatment under GAAP and regulatory accounting principles) of the highest Outstanding Dollar
Principal Amount for such Series, Class or Tranche at any time since the issuance thereof;
provided, however, that if such Class or Tranche of Notes to be redeemed is a
Subordinated Class or a Tranche of Subordinated Notes, the Depositor or any Affiliate thereof will
not have the right to redeem such Notes if the provisions of the related Indenture Supplement would
prevent the payment of such Subordinated Notes until a level of prefunding of the applicable Issuer
Accounts for the Senior Classes of Notes for that Series has been reached and such level has not
been reached.




          If the Depositor or any Affiliate thereof elects to redeem a Series, Class or Tranche of
Notes, it will cause the Issuer to notify the Holders of such redemption at least thirty (30) days
prior to the redemption date. Unless otherwise specified in the Indenture Supplement applicable to
the Notes to be so redeemed, the redemption price of a Series, Class or Tranche so redeemed will
equal 100% of the Outstanding Dollar Principal Amount thereof, plus accrued, unpaid and additional
interest or principal accreted and unpaid on such Series, Class or Tranche to but excluding the
date of redemption, the payment of which will be subject to the cash flow and subordination
provisions of this Indenture and the related Indenture Supplement; provided, however, that the
Depositor or an Affiliate of the Depositor, may alternatively deposit such redemption price
directly into the Principal Funding Account (or the applicable Subaccount or Subaccounts thereof)
for the Notes to be redeemed.




          If the Issuer is unable to pay the redemption price in full on the redemption date, monthly
payments on such Series, Class or Tranche of Notes will thereafter be made until the Outstanding
Dollar Principal Amount of such Series, Class or Tranche (converted at the rate determined in
accordance with the Indenture Supplement if such Notes are not Dollar Notes), plus all accrued and
unpaid interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject
to Article V and the cash flow and subordination provisions of this Indenture and the
related Indenture Supplement. Any funds in any Issuer Accounts for a redeemed Tranche will be
applied to make the principal and interest payments on that Tranche on the




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redemption date in accordance with the related Indenture Supplement. Principal payments on
redeemed Tranches will be made in accordance with the related Indenture Supplement.




          Section 1203. Notice.




          Promptly after the occurrence of any Early Redemption Event or a redemption pursuant to
Section 1202, the Issuer will notify the Indenture Trustee and the Note Rating Agencies in
writing of the identity, Stated Principal Amount and Outstanding Dollar Principal Amount of the
affected Series, Class or Tranche of Notes to be redeemed. Notice of redemption will promptly be
given as provided in Section 105. All notices of redemption will state (a) the date on
which the redemption of the applicable Series, Class or Tranche of Notes pursuant to this Article
will begin, which will be the Principal Payment Date next following the end of the Due Period in
which the applicable Early Redemption Event or redemption pursuant to Section 1202 occurs,
(b) the repayment price for such Series, Class or Tranche of Notes and (c) the Series, Class or
Tranche of Notes to be redeemed pursuant to this Article XII.




[END OF ARTICLE XII]




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ARTICLE XIII




COLLATERAL




          Section 1301. Collateral. The Series 2007-CC Collateral Certificate and any Additional
Collateral Certificate shall be registered in the name of the
Indenture Trustee and delivered to
(and held by) the Indenture Trustee in the State of New York.




          Section 1302. Filing.




          (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of
the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to
Section 1303, the Issuer will take all actions necessary to obtain and maintain a perfected
lien on and security interest in the Collateral in favor of the Indenture Trustee to the extent
such security interests may be perfected by the filing of financing statements under the applicable
UCC. The Issuer will from time to time execute, authorize and deliver all such supplements and
amendments hereto and all such financing statements, amendments thereto, instruments of further
assurance and other instruments, all as prepared by the Issuer, and will take such other action
necessary or advisable to:





          (i) grant a Security Interest more effectively in all or any portion of the Collateral;




          (ii) maintain or preserve the Security Interest (and the priority thereof) created by
this Indenture or carry out more effectively the purposes hereof;




          (iii) perfect, publish notice of or protect the validity of any grant made or to be
made by this Indenture;




          (iv) enforce the Series 2007-CC Collateral Certificate, any Additional Collateral
Certificate, any Derivative Agreements, any Supplemental Credit Enhancement Agreements, any
Supplemental Liquidity Agreements, any Permitted Investment and each other instrument or
agreement designated for inclusion in the Collateral;




          (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee
in the Collateral against the claims of all persons and parties; or




          (vi) pay all taxes or assessments levied or assessed upon the Collateral when due.



          (b) The Issuer will from time to time promptly pay and discharge all UCC recording and filing
fees, charges and taxes relating to the Indenture, any amendments thereto or hereto and any other
instruments of further assurance.




          (c) Without limiting the generality of clause (a)(ii) or (a)(iii):




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          (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all
financing statements and amendments thereto and any other necessary documents covering the
Indenture Trustee’s right, title and interest in and to the Collateral to be promptly
recorded, registered and filed, and at all times to be kept recorded, registered and filed,
all in such manner and in such places as may be required by law fully to preserve and
protect the right, title and interest of the Indenture Trustee in and to all property
comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped
copies of, or filing receipts for, any document recorded, registered or filed as provided
above, as soon as available following such recording, registration or filing.




          (ii) Within 30 days after the Issuer makes any change in its name, identity or
corporate structure which would make any financing statement or continuation statement filed
in accordance with paragraph (a) seriously misleading within the meaning of Section 9-506
(or any comparable provision) of the UCC, the Issuer will give the Indenture Trustee notice
of any such change and will file such financing statements or amendments as may be necessary
to continue the perfection of the Indenture Trustee’s interest in the Collateral.



          (d) The Issuer will give the Indenture Trustee prompt notice of any relocation of its state of
location, and any change in the jurisdiction of its organization, and whether, as a result of such
relocation or change, the applicable provision of the UCC would require the filing of any amendment
of any previously filed financing or continuation statement or of any new financing statement and
will file such financing statements or amendments as may be necessary to perfect or to continue the
perfection of the Indenture Trustee’s security interest in the Collateral. The Issuer will at all
times maintain its chief executive office within the United States (which will at all times be the
Wilmington, Delaware office of the Owner Trustee).




          (e) The duty of the Indenture Trustee to execute or authorize any instrument required pursuant
to this Section 1302 will arise only if the Indenture Trustee has actual knowledge of any
default of the Issuer in complying with the provisions of this Section 1302.




          (f) The Issuer hereby authorizes the Indenture Trustee to file such financing statements in
such jurisdiction and containing such collateral descriptions (including, without limitation, “all
assets” or words of similar effect) as the Indenture Trustee deems necessary or appropriate.




          Section 1303. Trust Indenture Act Requirements. The release of any Collateral from
the lien created by this Indenture or the release, in whole or in part, of the liens on all
Collateral, will not be deemed to impair the Security Interest in contravention of the provisions
hereof if and to the extent the Collateral or liens are released pursuant to the terms hereof.




     The Indenture Trustee and each of the Noteholders are hereby deemed to acknowledge that a
release of Collateral securing Notes or liens strictly in accordance with the terms hereof will not
be deemed for any purpose to be an impairment of the remaining Security Interests in contravention
of the terms of this Indenture. To the extent applicable, without limitation, the Issuer will cause
Section 314(d) of the Trust Indenture Act relating to the release of property or



106









 







securities from the liens hereof to be complied with. Any certificate or opinion required by
Section 314(d) of the Trust Indenture Act may be made by an Issuer Authorized Officer, except in
cases in which Section 314(d) of the Trust Indenture Act requires that such certificate or opinion
be made by an independent person.



          Section 1304.  Suits To Protect the Collateral. Subject to the provisions of this
Indenture, the Indenture Trustee will have power to institute and to maintain such suits and
proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which
may be unlawful or in violation of this Indenture, and such suits and proceedings as the Indenture
Trustee may deem expedient to preserve or protect the interests of the Noteholders and the
interests of the Indenture Trustee in the Collateral (including power to institute and maintain
suits or proceedings to restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the
enforcement of, or compliance with, such enactment, rule or order would impair the Security
Interest or be prejudicial to the interests of the Noteholders or the Indenture Trustee). No
counterparties to a Derivative Agreement, Supplemental Credit Enhancement Agreement or Supplemental
Liquidity Agreement may direct the Indenture Trustee to enforce the Security Interest. Unless
otherwise provided in the applicable Indenture Supplement, each Derivative Counterparty’s,
Supplemental Credit Enhancement Provider’s and Supplemental Liquidity Provider’s rights consist
solely of the right to receive Finance Charge Amounts or Principal Amounts, as applicable,
allocated for such party’s benefit pursuant to the related Indenture Supplement.




          Section 1305. Powers Exercisable by Receiver or Indenture Trustee. In case the
Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers
conferred in this Article XIII upon the Issuer or any other obligor, as applicable, with
respect to the release, sale or other disposition of such property may be exercised by such
receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the
equivalent of any similar instrument of the Issuer or any other obligor, as applicable, or of any
officer or officers thereof required by the provisions of this Article XIII.




          Section 1306. Release of all Collateral.




          (a) Subject to the payment of its fees and expenses pursuant to Section 806 of this
Indenture, the Indenture Trustee shall, at the request of the Issuer or when otherwise required by
the provisions of this Indenture, execute instruments to release property from the lien of this
Indenture, or convey the Indenture Trustee’s interest (which is held by the Indenture Trustee for
the benefit of the Noteholders) in the same, in a manner and under circumstances which are not
inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by
the Indenture Trustee as provided in this Article XIII will be bound to ascertain the
Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to
the application of any funds.




          (b) Upon delivery of an Officer’s Certificate certifying that the Issuer’s obligations under
this Indenture have been satisfied and discharged by complying with the provisions of this
Article XIII, the Indenture Trustee shall (i) execute and deliver such releases,
termination statements and other instruments (in recordable form, where appropriate) as the

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Issuer or any other obligor, as applicable, may reasonably request evidencing the termination
of the Security Interest created by this Indenture and (ii) not be deemed to hold the Security
Interest for the benefit of itself, the Noteholders, any applicable Derivative Counterparty, any
applicable Supplemental Credit Enhancement Provider or any applicable Supplemental Liquidity
Provider.




          (c) The Beneficiary, the Issuer and the Noteholders shall be entitled to receive at least 10
days’ written notice when the Indenture Trustee proposes to take any action pursuant to clause (a),
accompanied by copies of any instruments involved, and the Indenture Trustee shall also be entitled
to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any
such action, outlining the steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with. Counsel rendering any such opinion
may rely, without independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Indenture Trustee in connection with any such action.




          Section 1307. Opinions as to Collateral.




          (a) On the date hereof, the Issuer shall furnish to the Indenture Trustee an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has been taken with
respect to the filing of any financing statements and amendments thereto as is necessary to perfect
and maintain the perfection of the Security Interest created by this Indenture in favor of the
Indenture Trustee to the extent such security interest may be perfected by the filing of financing
statements under the applicable UCC, and reciting the details of such action, or stating that, in
the opinion of such counsel, no such action is necessary to make such lien and security interest
perfected.




          (b) On or before that date that is 15 days before the Note Issuance Trust’s Annual Report Date
in each calendar year, beginning in 2008, the Issuer shall furnish to the Indenture Trustee an
Opinion of Counsel with respect to each UCC financing statement which has been filed by the Issuer
with respect to the Collateral either stating that, (i) in the opinion of such counsel, such action
has been taken with respect to the recording, filing, re-recording and refiling of this Indenture,
such financing statements and amendments thereto as are necessary to maintain the Security Interest
created by this Indenture and reciting the details of such action or (ii) in the opinion of such
counsel, no such action is necessary to maintain such Security Interest. Such Opinion of Counsel
will also describe the recording, filing, re-recording and refiling of this Indenture or such
financing statements and amendments thereto that will, in the opinion of such counsel, be required
to maintain the Security Interest created by this Indenture until the Note Issuance Trust’s Annual
Report Date in the following calendar year.




          Section 1308. Certain Commercial Law Representations and Warranties. The Issuer
hereby makes the following representations and warranties. Such representations and warranties
shall survive until the termination of this Indenture. Such representations and warranties speak as
of the date that a security interest in the Collateral is granted to the Indenture Trustee but
shall not be waived by any of the parties to this Indenture unless each applicable Note Rating
Agency shall have been notified of any intended waiver and (other than Moody’s, which has requested
notification rather than a consent right) shall have notified the Beneficiary,

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the Owner Trustee and the Indenture Trustee in writing that such waiver will not result in a
Ratings Effect.




          (a) This Indenture creates a valid and enforceable security interest (as defined in the
applicable UCC) in Collateral in favor of the Indenture Trustee which security interest is prior to
all other Liens and is enforceable as such against creditors of and purchasers from the Issuer,
except as the same may be limited by receivership, insolvency, reorganization, moratorium or other
laws relating to the enforcement of creditors’ rights generally or by general equity principles.




          (b) The now-existing Collateral constitutes an “account,” a “general intangible,” an
“instrument,” a “certificated security,” a “deposit account” or a “security entitlement” within the
meaning of the applicable UCC.




          (c) The Issuer has caused or will have caused, within ten days of the date of this Indenture,
the filing of all appropriate financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest (as defined in the
applicable UCC) in the now-existing Collateral granted to the Indenture Trustee pursuant to this
Indenture.




          (d) The Issuer has not authorized the filing of and is not aware of any financing statements
against the Issuer that include a description of collateral covering the Collateral, other than any
financing statement that has been terminated.




          (e) The Issuer is not aware of any judgment or tax lien filings against it.




          (f) At the time of its grant of any security interest in the now-existing Collateral pursuant
to this Indenture, the Issuer owned and had good and marketable title to such Collateral free and
clear of any lien, claim or encumbrance of any Person.




          (g) The Issuer has caused the Indenture Trustee to be registered as the registered owner of
the Series 2007-CC Collateral Certificate.




          (h) Other than the security interest granted to the Indenture Trustee pursuant to this
Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise
conveyed, the related Collateral.




          Section 1309. Addition of Assets.




          (a) The Note Issuance Trust may accept transfers of Additional Collateral Certificates (or, if
applicable, transfers of direct interests in pools of credit card receivables) which are pledged
under this Indenture concurrently with such transfer pursuant to an Assignment of Additional
Assets.




          (b) The Note Issuance Trust shall be permitted to accept such Additional Collateral
Certificates (or, if applicable, interests in pools of credit card receivables) and to include such
assets as Collateral for the Notes if the following conditions are satisfied:




109









 









          (i) The Note Issuance Trust obtains confirmation from each applicable Note Rating
Agency that the transfer of such Additional Collateral Certificate (or, if applicable,
interests in pools of credit card receivables) will not have a Ratings Effect on any
Outstanding Notes; and




          (ii) The Note Issuance Trust delivers an Officer’s Certificate to the Indenture Trustee
stating that such addition is not expected to cause an Early Redemption Event or an Event of
Default with respect any Outstanding Notes.



[END OF ARTICLE XIII]




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ARTICLE XIV




MISCELLANEOUS




          Section 1401. Custody of the Collateral. The Collateral shall be held by the Indenture
Trustee separate and apart from all other property held by such Indenture Trustee.




          Section 1402. Noteholders’ Monthly Statement. On each Distribution Date the Issuer
will, in cooperation with the Master Servicers, complete and deliver to the Indenture Trustee and
the Master Trust Trustee (with a copy to each Note Rating Agency) a monthly noteholders’ statement
substantially in the form attached to the related Indenture Supplement.




          Section 1403. Payment Instruction to Master Trust.




          (a) Promptly after the receipt by the Issuer of each Investor Certificateholders’ Monthly
Statement under the Series 2007-CC Supplement or each comparable statement under any Series
Supplement relating to any Additional Collateral Certificate, the Issuer will, in cooperation with
the applicable Master Servicer, complete the Payment Instruction for each Series of Notes issued
hereunder and deliver a copy thereof to the Indenture Trustee and the Master Trust Trustee.




          (b) From time to time, the Issuer will notify the Master Servicers of the information
necessary to be provided by the Issuer under the applicable Pooling and Servicing Agreement as
supplemented by the applicable Series Supplement to calculate the Series Investor Interest of each
Collateral Certificate.




          Section 1404. No Petition.




 The Indenture Trustee, by entering into this Indenture, each Derivative Counterparty, by
accepting its rights as a third party beneficiary hereunder, each Supplemental Credit Enhancement
Provider or Supplemental Liquidity Provider, as applicable, by accepting its rights as a third
party beneficiary hereunder, and each Noteholder, by accepting a Note, agrees that it will not at
any time institute against the Issuer, any Master Trust or any special purpose entity that acts as
a depositor with respect to any Master Trust or the Issuer, or join in any institution against the
Issuer, any Master Trust or any special purpose entity that acts as a depositor with respect to any
Master Trust or the Issuer, any receivership, insolvency, bankruptcy or other similar proceedings,
or other proceedings under any United States federal or state bankruptcy or similar law in
connection with any obligations relating to the Notes, this Indenture, any Derivative Agreement,
any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. The
obligations of the Noteholders, the Indenture Trustee, each Derivative Counterparty, each
Supplemental Credit Enhancement Provider and each Supplemental Liquidity Provider, as applicable,
under this Section 1404 will survive the termination of this Indenture.



          Section 1405. Trust Obligations. No recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer on the Notes or under this Indenture or any
certificate or other writing delivered in connection herewith or therewith, against (i) the Owner
Trustee in its individual capacity, (ii) any partner, owner, beneficiary, agent, officer,

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director, employee or agent of the Owner Trustee in its individual capacity or any successor
or assign of the Owner Trustee in its individual capacity, (iii) the Depositor, any Beneficiary or
any owner of a beneficial interest in the Issuer, (iv) except to the extent provided in any
Indenture Supplement with respect to sales of receivables, any Master Trust or (v) the Calculation
Agent, any Master Servicer or any Servicer except as any such Person may have expressly agreed (it
being understood that the Owner Trustee has no such obligations in its individual capacity).





          Section 1406. Limitations on Liability.




          (a) It is expressly understood and agreed by the parties hereto that (i) this Indenture is
executed and delivered by the Owner Trustee not individually or personally but solely as Owner
Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested
in it, (ii) each of the representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner
Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein
contained will be construed as creating any liability on the Owner Trustee individually or
personally, to perform any covenant of the Issuer either expressed or implied herein, all such
liability, if any, being expressly waived by the parties to the Indenture and by any Person
claiming by, through or under them and (iv) under no circumstances will the Owner Trustee be
personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for
the breach or failure of any obligation, representation, warranty or covenant made or undertaken by
the Issuer under this Indenture or any related documents.




          (b) None of the Indenture Trustee, the Owner Trustee, the Calculation Agent, any Beneficiary,
the Depositor, any Master Servicer or Servicer or any other beneficiary of the Issuer or any of
their respective officers, directors, employees, incorporators or agents will have any liability
with respect to this Indenture, and recourse may be had solely to the Collateral pledged to secure
the Notes under this Indenture.




          Section 1407. Election Under Delaware Asset-Backed Securities Facilitation Act.
Without limiting any other provisions of this Indenture or any Indenture Supplement, the parties
hereto agree that (a) the transactions contemplated hereby constitute a “securitization
transaction” and (b) to the fullest extent permitted under applicable law, including without
limitation, the Asset-Backed Securities Facilitation Act, Delaware Code Ann. Tit. 6, § 2703A et
seq: (1) all right, title and interest to the Collateral, whether now existing or hereafter
acquired, all monies due or to become due with respect thereto, and all proceeds of such Collateral
(the “Transferred Assets”), which have been transferred to the Note Issuance Trust in connection
with the securitization transactions contemplated herein, shall be deemed to no longer be the
property, assets or rights of the Depositor; (2) the Depositor, its creditors or, in any insolvency
proceeding with respect to the Depositor or the Depositor’s property, a bankruptcy trustee,
receiver, debtor, debtor in possession or similar person, shall have no rights, legal or equitable,
whatsoever to reacquire, reclaim, recover, repudiate, disaffirm, redeem or recharacterize as
property of the Depositor any of the Transferred Assets; and (3) in the event of a bankruptcy,
receivership or other insolvency proceeding with respect to the Depositor or the Depositor’s
property, such Transferred Assets shall not be deemed to be part of the Depositor’s property,
assets, rights or estate.





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          Section 1408. Tax Treatment.




          The Issuer and the Noteholders agree that the Notes are
intended to be debt for federal, state and local income and franchise tax purposes and agree to
treat the Notes accordingly for all such purposes, unless otherwise required by a taxing authority.




          Section 1409. Actions Taken by the Issuer.




          Any and all actions that are to be taken
by the Issuer may be taken by either the Beneficiary or the Owner Trustee on behalf of the Issuer.




          Section 1410. Alternate Payment Provisions.




          Notwithstanding any provision of this
Indenture or any of the Notes to the contrary, the Issuer, with the written consent of the
Indenture Trustee, may enter into any agreement with any Holder of a Note providing for a method of
payment or notice that is different from the methods provided for in this Indenture for such
payments or notices. The Issuer will furnish to the Indenture Trustee a copy of each such
agreement and the Indenture Trustee will cause payments or notices, as applicable, to be made in
accordance with such agreements.




          Section 1411. Final Distribution.




          (a) The Issuer shall give the Indenture Trustee at least thirty (30) days prior written notice
of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their
Notes for payment of the final distribution on and cancellation of such Notes. Not later than the
fifth day of the month in which the final distribution in respect of such Series, Class or Tranche
is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such
Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or
Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at
the office or offices therein designated, (ii) the amount of any such final payment and (iii) that
the Record Date otherwise applicable to such Payment Date is not applicable, payments being made
only upon presentation and surrender of such Notes at the office or offices therein specified
(which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee
shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given
to Noteholders.




          (b) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche
(or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then
on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust
for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such
funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all
such Noteholders shall not surrender their Notes for cancellation within six (6) months after the
date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture
Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for
cancellation and receive the final distribution with respect thereto (which surrender and payment,
in the case of Bearer Notes, shall be outside the United States). If within one year after the
second notice all such Notes shall not




113









 







have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or
may appoint an agent to take appropriate steps, to contact the remaining such Noteholders
concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the
Collections Account or any Issuer Accounts held for the benefit of such Noteholders. The Indenture
Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of
principal or interest that remains unclaimed for two (2) years. After payment to the Issuer,
Noteholders entitled to the money must look to the Issuer for payment as general creditors unless
an applicable abandoned property law designates another Person.




          Section 1412. Termination Distributions. Upon the termination of the Issuer pursuant
to the terms of the Trust Agreement, the Indenture Trustee shall release, assign and convey to the
Beneficiary or any of its designees, without recourse, representation or warranty, all of its
right, title and interest in the Collateral, whether then existing or thereafter created, all
monies due or to become due and all amounts received or receivable with respect thereto (including
all moneys then held in any Issuer Account) and all proceeds thereof, except for amounts held by
the Indenture Trustee pursuant to Section 1411(b). The Indenture Trustee shall execute and
deliver such instruments of transfer and assignment as shall be provided to it, in each case
without recourse, as shall be reasonably requested by the Beneficiary, to vest in the Beneficiary
or any of its designees all right, title and interest which the Indenture Trustee had in and to the
Collateral and such other property.




          Section 1413. Derivative Counterparty, Supplemental Credit Enhancement Provider and
Supplemental Liquidity Provider as Third-Party Beneficiary. Each Derivative Counterparty,
Supplemental Credit Enhancement Provider and Supplemental Liquidity Provider is a third-party
beneficiary of the Indenture to the extent specified in the applicable Derivative Agreement,
Supplemental Credit Enhancement Agreement, Supplemental Liquidity Agreement or Indenture
Supplement.




          Section 1414. No Prohibited Transactions. Each Noteholder shall be deemed to
represent, warrant and agree that on each day the Noteholder holds any Note or interest therein,
the Noteholder’s acquisition, holding and disposition of such Note or any interest therein will not
constitute or result in (i) a prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code unless an exemption is available, all the conditions of which have been satisfied or (ii)
a violation of any substantially similar foreign, federal, state, local or other applicable law.
The representations made in this Section 1414 will be deemed made on each day from the date of its
acquisition through and including the date it disposes of such Note.



[END OF ARTICLE XIV]




114









 









ARTICLE XV




COMPLIANCE
WITH REGULATION AB{ TC “Article XIII

COMPLIANCE WITH REGULATION AB” \F C \L \N “1-1”
\X }



          Section 1501. Intent of the Parties; Reasonableness. The Depositor and the Indenture
Trustee acknowledge and agree that the purpose of this Article XV is to facilitate compliance by
the Depositor with the provisions of Regulation AB and related rules and regulations of the
Commission. The Depositor shall not exercise its right to request delivery of information or other
performance under these provisions other than in good faith, or for purposes other than the
Depositor’s compliance with the Securities Act, the Exchange Act and the rules and regulations of
the Commission thereunder (or the provision in a private offering of disclosure comparable to that
required under the Securities Act). The Indenture Trustee agrees to cooperate in good faith with
any reasonable request by the Depositor for information regarding the Indenture Trustee which is
required in order to enable the Depositor to comply with the provisions of Regulation AB as it
relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Indenture or
any Indenture Supplement, provided that such information is available to the Indenture Trustee
without unreasonable expense or effort and within the timeframe as is reasonably requested. Terms
used in this Article XV that are defined in Regulation AB but are not defined in Section
101 of this Agreement shall have the meanings ascribed to them in Regulation AB.




          Section 1502. Additional Representations and Warranties of the Indenture Trustee. The
Indenture Trustee shall be deemed to represent to the Depositor as of the date on which information
is provided under Section 1503 that, except as disclosed in writing to the Depositor prior
to such date to the best of its knowledge: (i) neither the execution, delivery and performance by
the Indenture Trustee of this Indenture or any Indenture Supplement, the performance by the
Indenture Trustee of its obligations under this Indenture or any Indenture Supplement nor the
consummation of any of the transactions by the Indenture Trustee contemplated thereby, is in
violation of any indenture, mortgage, bank credit agreement, note or bond purchase agreement,
long-term lease, license or other agreement or instrument to which the Indenture Trustee is a party
or by which it is bound, which violation would have a material adverse effect on the Indenture
Trustee’s ability to perform its obligations under this Indenture or any Indenture Supplement, or
of any judgment or order applicable to the Indenture Trustee; and (ii) there are no proceedings
pending or threatened against the Indenture Trustee in any court or before any governmental
authority, agency or arbitration board or tribunal which, individually or in the aggregate, would
have a material adverse effect on the right, power and authority of the Indenture Trustee to enter
into this Indenture or any Indenture Supplement or to perform its obligations under this Indenture
or any Indenture Supplement.




          Section 1503. Information to be Provided by the Indenture Trustee. 




          (a) The Indenture Trustee shall (i) on or before the fifth Business Day of each month, provide
the Depositor, in writing, such information regarding the Indenture Trustee as is requested for the
purpose of compliance with Item 1117 of Regulation AB, including but not limited to a letter
addressed to the Depositor in substantially the form (with appropriate insertions) of Exhibit D
hereto, and (ii) as promptly as practicable following notice to or

115









 








discovery by the Indenture Trustee of any changes to such information, provide to the
Depositor, in writing, such updated information.




          (b) The Indenture Trustee shall (i) in connection with any Securitization Transaction which
requires a prospectus, prospectus supplement, offering memorandum or related documents, provide to
the Depositor such information regarding the Indenture Trustee as is requested and within the
timeframe as is reasonably requested for the purpose of compliance with Items 1103(a)(1), 1109(a),
1109(b), 1118 and 1119 of Regulation AB, and (ii) as promptly as practicable following notice to or
discovery by the Indenture Trustee of any material changes to such previously provided information
or to the business operations of the Indenture Trustee, provide to the Depositor, in writing, such
updated information, and such other information as may be reasonably requested for purposes of
satisfying Exchange Act reporting obligations of the Note Issuance Trust. Such information to be
provided under clause (i) of this paragraph shall include, at a minimum:





          (i) the Indenture Trustee’s name and form of organization;




          (ii) a description of the extent to which the Indenture Trustee has had prior
experience serving as a trustee for asset-backed securities transactions involving
credit card receivables;




          (iii) a description of any affiliation between the Indenture Trustee and any of the
following parties to such Securitization Transaction, as such parties are identified to
the Indenture Trustee by the Depositor in writing in advance of such Securitization
Transaction:




	 	(A)	 	the sponsor;
	 
	 	(B)	 	any depositor;
	 
	 	(C)	 	the issuing entity;
	 
	 	(D)	 	any servicer;
	 
	 	(E)	 	any trustee;
	 
	 	(F)	 	any originator;
	 
	 	(G)	 	any significant obligor;
	 
	 	(H)	 	any enhancement or support provider; and
	 
	 	(I)	 	any other material transaction party.






In connection with the above-listed parties, a description of whether there
is, and if so the general character of, any business relationship,
agreement, arrangement, transaction or understanding that is entered into
outside the ordinary course of business or is on terms other than would be
obtained in



116









 







an arm’s length transaction with an unrelated third party, apart from such
Securitization Transaction, the Indenture or any Indenture Supplement that
currently exists or that existed during the past two years, and that is
material to an investor’s understanding of the Notes. The Indenture Trustee
shall furnish a copy of any disclosures of such affiliate relationships to
Moody’s.



          Section 1504. Indenture Trustee’s Report on Assessment of Compliance and Attestation.




          On or before the date that is fifteen days prior to the Note Issuance Trust’s Annual Report Date,
or such other date that is mutually agreed upon in writing by the parties hereto, of each calendar
year (and relating to the preceding fiscal year ending on November 30), beginning in 2008, the
Indenture Trustee shall:




          (a) deliver to each Master Servicer, the Calculation Agent and the Depositor a report
regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria during the
immediately preceding fiscal year, as required under Rules 13a-18(b) and 15d-18(b) of the Exchange
Act and Item 1122(a) of Regulation AB. Such report shall be addressed to the Depositor and the
Master Servicer and signed by an authorized officer of the Indenture Trustee, and shall address
each of the Servicing Criteria applicable to it as specified in Exhibit E or such criteria as
mutually agreed upon by the Depositor and the Indenture Trustee;




          (b) deliver to each Master Servicer, the Calculation Agent and the Depositor a report of a
“Big Four” accounting firm, or upon the consent of the Master Servicer and the Depositor, which
consent shall not be unreasonably withheld, such other nationally recognized registered public
accounting firm that satisfies the requirements of Rule 2-01 of Regulation S-X under the Securities
Act and the Exchange Act (who may also render services to the Master Servicer or any Seller), that
pursuant to Rules 13a-18(c) and 15d-18(c) of the Exchange Act and Item 1122(b) of Regulation AB
attests to, and reports on, the assessment of compliance made by the Indenture Trustee and
delivered pursuant to the preceding paragraph; such attestation shall be in accordance with Rules
1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and




          (c) deliver to each Master Servicer, the Calculation Agent and the Depositor and any other
Person that will be responsible for signing the certification (a “Sarbanes Certification”)
required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002) on behalf of the Issuer, the Master Trust, the Master Servicer or the
Depositor with respect to a publicly offered Securitization Transaction, a certification
substantially in the form (with appropriate insertions) attached as Exhibit F hereto.



The Indenture Trustee acknowledges that the parties identified in clause (c) above may rely on the
certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes
Certification and filing such with the Commission.



[END OF ARTICLE XV]




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ARTICLE XVI




SUBORDINATION.




          Section 1601. Subordination of Subordinate Notes.




          (a) Unless otherwise specified in the applicable Indenture Supplement, the Issuer and the
Holders of the Class B Notes of each Series agree for the benefit of the Class A Notes of such
Series that the rights of the Holders of the Class B Notes to payment by the Issuer and in and to
the Collateral, including to any payment from the Proceeds of Collateral, shall be subordinate and
junior to the Class A Notes, to the extent and in the manner set forth in this Indenture and the
related Indenture Supplement, including as set forth in Section 506 and hereinafter
provided. Unless otherwise specified in the applicable Indenture Supplement, if any Event of
Default has occurred and has not been cured or waived and acceleration occurs in accordance with
Article VII, principal of and interest on, as applicable, the Class A Notes of any Series
shall be paid in full in Cash before any further payment or distribution is made on account of the
Class B Notes of such Series.




          (b) Unless otherwise specified in the applicable Indenture Supplement, the Issuer and the
Holders of the Class C Notes of each Series agree for the benefit of the Class A Notes and Class B
Notes of such Series that the rights of the Holders of the Class C Notes to payment by the Issuer
and in and to the Collateral, including to any payment from the Proceeds of Collateral, shall be
subordinate and junior to the Class A Notes and Class B Notes, to the extent and in the manner set
forth in this Indenture and the related Indenture Supplement, including as set forth in Section
506 and hereinafter provided. Unless otherwise specified in the applicable Indenture
Supplement, if any Event of Default has occurred and has not been cured or waived and acceleration
occurs in accordance with Article VII, principal of and interest on, as applicable, the
Class A Notes of any Series and the Class B Notes of any Series shall be paid in full in Cash
before any further payment or distribution is made on account of the Class C Notes of such Series.




          (c) Unless otherwise specified in the applicable Indenture Supplement, the Issuer and the
Holders of the Class D Notes of each Series agree for the benefit of the Class A Notes, Class B
Notes and Class C Notes of such Series that the rights of the Holders of the Class D Notes to
payment by the Issuer and in and to the Collateral, including to any payment from the Proceeds of
Collateral, shall be subordinate and junior to the Class A Notes, Class B Notes and Class C Notes
to the extent and in the manner set forth in this Indenture and the related Indenture Supplement,
including as set forth in Section 506 and hereinafter provided. Unless otherwise specified
in the applicable Indenture Supplement, if any Event of Default has occurred and has not been cured
or waived and acceleration occurs in accordance with Article VII, principal of and interest
on, as applicable, the Class A Notes of any Series, the Class B Notes of any Series and the Class C
Notes of any Series shall be paid in full in Cash before any further payment or distribution is
made on account of the Class D Notes of such Series.




          (d) In the event that notwithstanding the provisions of this Indenture, any Holder of any
Subordinate Notes shall have received any payment or distribution in respect of such Subordinate
Notes contrary to the provisions of this Indenture, then, unless and until (w) the

118









 








Class A Notes, (x) the Class B Notes or (y) the Class C Notes, as the case may be, shall have
been paid in full in Cash in accordance with this Indenture, such payment or distribution shall be
received and held in trust for the benefit of, and shall forthwith be paid over and delivered to,
the Indenture Trustee, which shall pay and deliver the same to the Holders of the Class A Notes,
the Class B Notes or the Class C Notes, as the case may be, in accordance with this Indenture;
provided, however, that, if any such payment or distribution is made other than in
Cash, it shall be held by the Indenture Trustee as part of the Collateral and subject in all
respects to the provisions of this Indenture, including this Section 1601.




          (e) Nothing in this Section 1601 shall affect the obligation of the Issuer to pay
Holders of Subordinate Notes.




119









 








          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
the day and year first above written.




	 	 	 	 	 	 	 	 	 
	 	 	DISCOVER CARD EXECUTION NOTE TRUST	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By: Wilmington Trust Company, not in its individual

capacity but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 






Acknowledged By:




DISCOVER BANK,

as Beneficiary, Depositor and Calculation Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






120









 





	 	 	 	 	 	 	 	 	 	 	 
	STATE OF DELAWARE	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	ss:
	 	 
	COUNTY OF

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





          On [], [],before me personally came                     , to me known, who, being by me duly sworn,
did depose and say that [she] [he] resides at                     ; that [she] [he] is a                      of [
], acting not in its individual capacity but solely as Owner Trustee of the Discover Card
Execution Note Trust, one of the parties described in and which executed the above instrument; that
[she] [he] knows the corporate seal of the Owner Trustee; that the seal affixed to that instrument
is such corporate seal; that it was affixed by authority of the board of directors of the
corporation; and that [she] [he] signed [her] [his] name thereto by like authority.




	 	 	 
	 

Name

	 	 
	 
	 	 
	 

[Notarial Seal]

	 	 






121









 






	 	 	 	 	 	 	 	 	 
	STATE OF ILLINOIS

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	ss:
	 	 
	COUNTY OF COOK

	 	 	)	 	 	 	 	 






     On the day of           , 20 , before me personally came                      to me
known, who, being by me duly sworn, did depose and say that s/he is the                      of U.S.
Bank National Association, one of the entities described in and which executed the foregoing
instrument; the s/he signed his/her name to the said instrument and that s/he has been authorized
by U.S. Bank National Association to execute the foregoing instrument.



	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Notary Public	 	 
	 
	 	 	 	 	 	 
	 

	 	My Commission Expires	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 
	 

Notarial Seal

	 	 






122









 





EXHIBIT A




FORM OF ASSIGNMENT OF ADDITIONAL ASSETS




          This ASSIGNMENT NO. ___ OF ADDITIONAL ASSETS (the “Assignment”), dated as of                     ,
___ is entered into by and among Discover Card Execution Note Trust (the “Note Issuance Trust”)
and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”).




WITNESSETH




          WHEREAS, Discover Bank, a Delaware banking corporation (“Discover Bank”), and Wilmington Trust
Company, as Owner Trustee (“Owner Trustee”), are parties to the Trust Agreement for the Note
Issuance Trust, dated as of [•], 2007, as such agreement may be amended, restated, amended and
restated, supplemented, replaced or otherwise modified from time to time (the “Trust Agreement”);




          WHEREAS, the Note Issuance Trust and the Indenture Trustee are parties to the Indenture, dated
as of [•], 2007, as such agreement may be amended, restated, amended and restated, supplemented,
replaced or otherwise modified from time to time (the “Indenture”);




          WHEREAS, the Note Issuance Trust and the Indenture Trustee are parties to the Indenture
Supplement for the DiscoverSeries Notes, dated as of [•], 2007, as such agreement may be amended,
restated, amended and restated, supplemented, replaced or otherwise modified from time to time (the
“Indenture Supplement”);




          WHEREAS, [     ] has transferred [an Additional Collateral Certificate] [a direct interest in
a pool of credit card receivables] to the Note Issuance Trust and the Note Issuance Trust wishes to
pledge such assets under the Indenture;




          WHEREAS, under Section 1309 of the Indenture, the Note Issuance Trust may accept transfers of
Additional Collateral Certificates or direct interests in pools of credit card receivables pursuant
to an Assignment of Additional Assets, and under Section 1001(j) of the Indenture, the Indenture
and any Indenture Supplement may be amended from time to time to add provisions to or change any of
the provisions of the Indenture or any Indenture Supplement for the purpose of accommodating the
addition of Collateral Certificates and direct interests in credit card receivables to the Note
Issuance Trust pursuant to an Assignment of Additional Assets, without the consent of any of the
Noteholders, subject to obtaining confirmation from Standard & Poor’s that there will be no Ratings
Effect;




          WHEREAS, Standard & Poor’s has confirmed that the amendments to the Indenture and relevant
Indenture Supplement will not cause a Ratings Effect;




          WHEREAS, the Series 2007-CC Series Supplement has been amended as of the date hereof to
reflect the pledge of additional assets under this Assignment; and




          [WHEREAS, the Trust Agreement has been amended as of the date hereof to reflect the addition
of                      as a Beneficiary thereunder.]




A-1









 








          NOW, THEREFORE, the Note Issuance Trust and the Indenture Trustee hereby agree as follows:




     1. Defined Terms.



               a. [“Additional Collateral Certificate” means the [Collateral Certificate]
representing an interest in credit card receivables and issued by [Master Trust].]



               b. [“Pooling and Servicing Agreement” means [the agreement for the pooling and
servicing of credit card receivables under which the Additional Collateral Certificate was issued
to the Note Issuance Trust], as the same may be amended, supplemented, restated, amended and
restated, replaced or otherwise modified from time to time.]



               c. [“Series Supplement” means [the series supplement to the applicable Pooling and
Servicing Agreement under which the Additional Collateral Certificate was issued to the Note
Issuance Trust], as the same may be amended, supplemented, restated, amended and restated, replaced
or otherwise modified from time to time.]



               d. [“Servicer” means, with respect to the Additional Collateral Certificate, [the
Person who is designated as Servicer with respect to such Additional Collateral Certificate in the
Pooling and Servicing Agreement for such Additional Collateral Certificate.]]



               e. Capitalized terms not defined herein which are defined in the Indenture, either directly or
by reference therein, have the meanings assigned to them therein.



     2. Grant to Indenture Trustee. The Note Issuance Trust hereby confirms the grant set
forth in the Indenture and does hereby grant to the Indenture Trustee for the benefit and security
of the Noteholders and, to the extent so provided in any Derivative Agreement, Supplemental Credit
Enhancement Agreement or Supplemental Liquidity Agreement, to the counterparties or providers named
therein, a security interest in all of its right, title and interest in and to the following:




	 	a.	 	[the Additional Collateral Certificate, all rights to vote or
to give consents or waivers with respect thereto] [a direct interest in a pool
of credit card receivables] and all rights under this Assignment, as
applicable;
	 
	 	b.	 	all present and future claims, demands, causes of and choses in
action in respect of the foregoing and all interest, principal, payments and
distributions of any nature or type on any of the foregoing;
	 
	 	c.	 	all accounts, general intangibles, chattel paper, instruments,
documents, money, investment property, deposit accounts, letters of credit and
letter-of-credit rights consisting of, arising from, or relating to any of the
foregoing; and
	 
	 	d.	 	all proceeds of the foregoing.




A-2









 











          The property described in the preceding sentence is part of the “Collateral” as defined in the
Indenture. The Security Interest in the Collateral is granted to secure the Notes (and the related
obligations under the Indenture), equally and ratably without prejudice, priority or distinction
between any Note by reason of difference in time of issuance or otherwise, except as otherwise
expressly provided in the Indenture, or in any Indenture Supplement which establishes any Series,
Class or Tranche of Notes, and to secure (i) the payment of all amounts due on such Notes in
accordance with their respective terms, (ii) the payment of all other sums payable by the Issuer
under the Indenture and any Indenture Supplement relating to the Notes, (iii) to the extent so
provided in any Derivative Agreement, Supplemental Credit Enhancement Agreement or Supplemental
Liquidity Agreement, any payments to the counterparties or providers named therein and (iv)
compliance by the Issuer with the provisions of the Indenture or any Indenture Supplement, in each
case to the extent relating to the Notes.




          This Assignment, as may be supplemented, is a security agreement within the meaning of the
UCC.




          The Indenture Trustee acknowledges the grant of such Security Interest, and accepts the
Collateral in trust hereunder in accordance with the provisions hereof and agrees to perform the
duties herein to the end that the interests of the Noteholders may be adequately and effectively
protected.




          The Notes, Derivative Agreements, Supplemental Credit Enhancement Agreements, Supplemental
Liquidity Agreements and other obligations under the Indenture and any Indenture Supplement will
benefit from the Security Interest to the extent (and only to the extent) proceeds of and
distributions on the Collateral are allocated for their benefit pursuant to the Indenture and the
applicable Indenture Supplement.




     3. Amendment of the Indenture. The Indenture is hereby amended by providing that all
references to the “Indenture,” “this Agreement” and “herein” shall be deemed to be a reference to
the Indenture as supplemented by this Assignment. [Additional amendments as necessary to fully
accommodate additional assets, including without limitation, amendments relating to defined terms,
allocations, required daily deposits, Regulation AB disclosures, limited recourse and nonpetition
clauses.]



     [4. Amendment of the Indenture Supplement. The Indenture Supplement is hereby amended
by providing:



          a. Additional Collateral Certificate: all references to “the Additional Collateral
Certificate” or any applicable agreement relating to “the Additional Collateral Certificate” in the
Indenture Supplement will include the Additional Collateral Certificate described in this
Assignment; and




          b. Allocation and Reallocation: the following allocation and reallocations provisions
of Section 3.01 of the Indenture Supplement will be supplemented as follows:




               i. Step (9) (Allocation from the DCMT Group One Finance Charge Collections Reallocation
Account): [      ]



A-3









 





               ii. Step (10) (Allocation from the DCMT Group One Interchange Reallocation Account): [      ]



               iii. Step (21) (Allocation from the DCMT Group One Finance Charge Collections Reallocation
Account): [      ]



               iv. Step (22) (Allocation from the DCMT Group One Interchange Reallocation Account): [      ]



               v. Step (56) (Reallocation of Series Finance Charge Amounts to the DCMT Group One Finance
Charge Collections Reallocation Account): [      ]



               vi. Step (57) (Reallocation of Series Finance Charge Amounts to the DCMT Group One Interchange
Reallocation Account): [      ]



               vii. Step (64) (Allocation from the DCMT Group One Principal Collections Reallocation Account
for Principal Shortfalls other than Prefunding Shortfalls): [      ]



               viii. Step (65) (Allocation from the DCMT Group One Principal Collections Reallocation Account
for Prefunding Shortfalls): [      ]



               ix. Step (77) (Allocation of Unused Sales Proceeds to Seller): [      ]



               x. Step (79) (Reallocation of Series Principal Amounts to the DCMT Group One Principal
Collections Reallocation Account): [      ]



               xi. Step (80) (Remaining Series Principal Amounts to Collections Account for the DCMT for
Reinvestment in New Receivables): [      ]



          c. Reinvestment – Interest Funding Subaccounts: Step (4) (Withdrawals for Discount
Notes) of Section 3.04 of the Indenture Supplement will be amended or supplemented as follows: [      ]




          d. Reinvestment – Principal Funding Subaccounts: Step (4) (Withdrawal of Prefunding
Excess Amount) of Section 3.05 of the Indenture Supplement will be amended or supplemented as
follows: [      ]




          e. Early Redemption Events: Section 4.01(a) of the Indenture Supplement will be
amended or supplemented as follows: [      ]




          f. Excess Spread Early Redemption Cure: Section 4.01(c) of the Indenture Supplement
will be amended or supplemented as follows: [      ]




          g. Sale of Receivables: Section 4.05 of the Indenture Supplement will be amended or
supplemented as follows: [      ]




A-4









 








          [h. Additional amendments as necessary to fully accommodate additional assets, including
without limitation, amendments relating to defined terms or changes to the Terms Documents.]]




     [5. Appointment of Sub-Calculation Agent: [      ] will be appointed as a
Sub-Calculation Agent under the Indenture, to provide the following services: [      ]]



     6. Closing. The transfer, assignment, set over, pledge and conveyance of the
Additional Collateral Certificate shall take place at the offices of Latham & Watkins LLP, Sears
Tower, Suite 5800, Chicago, IL 60606 on [           ].



     7. Limitation on Liability.



               a. It is expressly understood and agreed by the parties hereto that (i) this Assignment is
executed and delivered by the Owner Trustee, not individually or personally but solely as Owner
Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested
in it, (ii) each of the representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner
Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein
contained will be construed as creating any liability on the Owner Trustee individually or
personally, to perform any covenant of the Issuer either expressed or implied herein, all such
liability, if any, being expressly waived by the parties to this Assignment and by any Person
claiming by, through or under them and (iv) under no circumstances will the Owner Trustee be
personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for
the breach or failure of any obligation, representation, warranty or covenant made or undertaken by
the Issuer under this Assignment or any related documents.



               b. None of the Indenture Trustee, the Owner Trustee, the Calculation Agent, any Beneficiary,
the Depositor, any Master Servicer or any Servicer or any of their respective officers, directors,
employees, incorporators or agents will have any liability with respect to this Assignment, and
recourse may be had solely to the Collateral pledged to secure the DiscoverSeries Notes under the
Indenture and the Indenture Supplement.



               c. The obligations of the Note Issuance Trust to the Indenture Trustee with respect to this
Assignment shall be limited in recourse to the Collateral conveyed to the Note Issuance under this
Assignment.



     8. Governing Law.



     THIS ASSIGNMENT OF ADDITIONAL ASSETS WILL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE
GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ANY CONFLICT OF LAW PROVISIONS THAT WOULD



A-5









 







RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.



A-6









 





     IN WITNESS WHEREOF, the undersigned have caused this Assignment of Additional Accounts to be
duly executed and delivered by their respective duly authorized officers on the day and year first
above written.



	 	 	 	 	 	 	 
	 	 	DISCOVER CARD EXECUTION NOTE TRUST	 	 
	 
	 	 	 	 	 	 
	 	 	BY: WILMINGTON TRUST COMPANY,	 	 
	 

	 	 	 	not in its individual capacity but solely as

Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as Indenture
Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:	 	 	 	 






Accepted and Agreed:




DISCOVER BANK,




          as Calculation Agent and Beneficiary for Discover Card Execution Note Trust




	 	 	 
	 

By:

	 	 
	Title:
	 	 






[Other parties, including Sub-Calculation Agent, as applicable]




A-7









 





EXHIBIT B-1




[FORM OF] CLEARANCE SYSTEM CERTIFICATE

TO BE GIVEN TO THE INDENTURE TRUSTEE BY

EUROCLEAR OR CLEARSTREAM FOR

DELIVERY OF DEFINITIVE NOTES IN EXCHANGE FOR A PORTION OF A

TEMPORARY GLOBAL NOTE

DISCOVER CARD EXECUTION NOTE TRUST,




[l] Series, Class [l] Notes




[Insert title or sufficient description of Notes to be delivered]




     We refer to that portion of the Temporary Global Note in respect of the [l] Series, Class [l]
Notes to be exchanged for definitive Notes (the “Submitted Portion”) pursuant to this certificate
(the “Notes”) as provided in the Indenture, dated as of                     ___, 200___(as amended and
supplemented, the “Indenture”) in respect of such issue. This is to certify that (i) we have
received a certificate or certificates, in writing or by tested telex, with respect to each of the
persons appearing in our records as being entitled to a beneficial interest in the Submitted
Portion and with respect to such person’s beneficial interest either (a) from such person,
substantially in the form of Exhibit B-2 to the Indenture, or (b) from                                         ,
                    , substantially in the form of Exhibit B-3 to the Indenture, and (ii) the Submitted Portion
includes no part of the Temporary Global Note excepted in such certificates.



     We further certify that as of the date hereof we have not received any notification from any
of the persons giving such certificates to the effect that the statements made by them with respect
to any part of the Submitted Portion are no longer true and cannot be relied on as of the date
hereof.



     We understand that this certificate is required in connection with certain securities and tax
laws in the United States of America. If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate or a copy hereof to any interested party in such
proceedings. As used herein, “United States” means the United States of America, including the
States and the District of Columbia, its territories, its possessions and other areas subject to
its jurisdiction; and “United States Person” has the meaning provided in Section 7701(a)(30) of the
Code.



	 	 	 	 	 	 	 
	Dated:                                                   ,           ,
*

	 	[	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	as operator of the Euroclear System]	 	 
	 	 	[Clearstream]	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 







 




			
	*	 	To be dated on the date of the proposed exchange.




B-1-1









 










EXHIBIT B-2




[FORM OF] CERTIFICATE TO BE DELIVERED TO

EUROCLEAR OR CLEARSTREAM

BY [l] WITH RESPECT TO REGISTERED NOTES SOLD TO QUALIFIED

INSTITUTIONAL BUYERS




DISCOVER CARD EXECUTION NOTE TRUST,

[l] Series, Class [l] Notes




     In connection with the initial issuance and placement of the [l] Series, Class [l] Notes (the
“Notes”), an institutional investor in the United States (an “institutional investor”) is
purchasing [U.S.$/(other currency)] aggregate principal amount of the Notes hold in our account at
[                                                              as operator of the Euroclear System] [Clearstream] on
behalf of such investor.



     We reasonably believe that such institutional investor is a qualified institutional buyer as
such term is defined under Rule 144A of the Securities Act of 1933, as amended.



     [We understand that this certificate is required in connection with United States laws. We
irrevocably authorize you to produce this certificate or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the matters covered by
this certificate.]



     The Definitive Notes in respect of this certificate are to be issued in registered form in the
minimum denomination of [U.S.$/(other currency)] and such Definitive Notes (and, unless the
Indenture or terms document relating to the Notes otherwise provides, any Notes issued in exchange
or substitution for or on registration of transfer of Notes) shall bear the following legend:




     “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933.
NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OR TO U.S. PERSONS (EACH AS DEFINED HEREIN), EXCEPT IN COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH
REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET
FORTH IN THE INDENTURE REFERRED TO HEREIN. THIS NOTE CANNOT BE EXCHANGED FOR A BEARER
NOTE.”



Dated:                                                   ,           ,




	 	 	 	 	 	 	 
	 	 	[                              ]	 	 
	 

	 	By	 	 	 	 
	 

	 	Authorized Officer
	 	 






B-2-1









 





EXHIBIT B-3




[FORM OF] CERTIFICATE TO BE DELIVERED

TO EUROCLEAR OR CLEARSTREAM

BY A BENEFICIAL OWNER

OF NOTES, OTHER THAN A QUALIFIED INSTITUTIONAL BUYER




DISCOVER CARD EXECUTION NOTE TRUST,

[l] Series, Class [l] Notes




     This is to certify that as of the date hereof and except as provided in the third paragraph
hereof, the [l] Series, Class [l] Notes held by you for our account (the “Notes”) (i) are owned by
a person that is a United States person, or (ii) are owned by a United States person that is (A)
the foreign branch of a United States financial institution (as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(iv)) (a “financial institution”) purchasing for its own account
or for resale, or (B) a United States person who acquired the Notes through the foreign branch of a
financial institution and who holds the Notes through the financial institution on the date hereof
(and in either case (A) or (B), the financial institution hereby agrees to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended,
(the “Code”) and the regulations thereunder), or (iii) are owned by a financial institution for
purposes of resale during the Restricted Period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)). In addition, financial institutions described in clause (iii) of the
preceding sentence (whether or not also described in clause (i) or (ii)) certify that they have not
acquired the Notes for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.



     We undertake to advise you by tested telex if the above statement as to beneficial ownership
is not correct on the date of delivery of the Notes in bearer form with respect to such of the
Notes as then appear in your books as being held for our account.



     This certificate excepts and does not relate to [U.S.$/(other currency)] principal amount of
Notes held by you for our account, as to which we are not yet able to certify beneficial ownership.
We understand that delivery of Definitive Notes in such principal amount cannot be made until we
are able to so certify.



B-3-1









 





     We understand that this certificate is required in connection with certain securities and tax
laws in the United States of America. If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate or a copy hereof to any interested party in such
proceedings. As used herein, “United States” means the United States of America, including the
States and the District of Columbia, its territories, its possessions and other areas subject to
its jurisdiction; and “United States Person” has the meaning provided in Section 7701(a)(30) of the
Code.



	 	 	 	 	 	 	 
	Dated:                                                   ,           ,
*

	 	By	 	 	 	 
	 

	 	Name:
	 	 

	 	 






     As, or as agent for, the beneficial owner(s) of the interest in the Notes to which this
certificate relates.





 




			
	*	 	This certificate must be dated on the earlier of
the date of the first payment of interest in respect of the Notes and the date
of the delivery of the Notes in definitive form.




B-3-2









 










Exhibit C




FORM OF COMPLIANCE CERTIFICATE




DISCOVER CARD EXECUTION NOTE TRUST




          The undersigned, the Indenture Trustee, pursuant to Section 1504 of the Indenture dated as of
[      ], 2007, as amended on or prior to the date hereof (the “Indenture”), by and among Discover
Card Execution Note Trust and U.S. Bank National Association, as Indenture Trustee, hereby
certifies that:




          (a) a review of the activities of U.S. Bank National Association, during the fiscal year ended
November 30, [___], and of its performance under the Indenture was made under my supervision; and




          (b) to the best of my knowledge, based on such review, [except as provided below] U.S. Bank
National Association has fulfilled all its obligations in all material respects under the Indenture
throughout the fiscal year ended November 30, [___].




          [(c) If there has been a failure to fulfill any such obligation in any material respect,
specify each such failure known to the certifying officer and the nature and status thereof.]




     IN WITNESS WHEREOF, the undersigned has duly executed this certificate this [___] day of
[                    ], [___].



	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






C-1









 





Exhibit D




FORM OF INDENTURE TRUSTEE’S LITIGATION CERTIFICATE




DISCOVER CARD EXECUTION NOTE TRUST




          The undersigned, a [                    ] of [                    ] (the “Indenture Trustee”), a
national banking association organized under the laws of the United States, DOES HEREBY CERTIFY as
follows:




          To my knowledge, during the calendar month preceding the calendar month of the date hereof[,
except as set forth on Exhibit A hereto,] no legal proceeding (including proceedings of
governmental authorities) against the Indenture Trustee or against the property of the Indenture
Trustee that is material to security holders of any Series, Class or Tranche of Notes issued by
Discover Card Execution Note Trust, was initiated, terminated or experienced any developments that
are material to such security holders.




     IN WITNESS WHEREOF, the undersigned has caused this Certificate to be duly executed this [___]
day of ]                    ], [___].



	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






D-1









 






Exhibit E




SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE




     The assessments of compliance to be delivered by the Indenture Trustee and the
Beneficiary and Calculation Agent shall address, at a minimum, the criteria identified in the chart
below as “Applicable Servicing Criteria.” Servicing criteria that are not identified with a
checkmark under the columns entitled “Beneficiary/Calculation Agent” and “Indenture Trustee” are
criteria that are not applicable to the respective entities.



	 	 	 	 	 	 	 
	 	 	 	 	Beneficiary/	 	 
	Item 1122(d)	 	 	 	Calculation	 	Indenture
	Reference	 	Servicing Criteria	 	Agent	 	Trustee
	1122(d)(1)(i)

	 	Policies and
procedures are
instituted to
monitor any
performance or other
triggers and events
of default in
accordance with the
transaction
agreements
	 	ü	 	 
	 
	 	 	 	 	 	 
	1122(d)(1)(ii)

	 	If any material
servicing activities
are outsourced to
third parties,
policies and
procedures are
instituted to
monitor the third
party’s performance
and compliance with
such servicing
activities.
	 	ü	 	 
	 
	 	 	 	 	 	 
	1122(d)(1)(iii)

	 	Any requirements in
the transaction
agreements to
maintain a back-up
servicer for the
credit card accounts
or accounts are
maintained.	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(1)(iv)

	 	A fidelity bond and
errors and omissions
policy is in effect
on the party
participating in the
servicing function
throughout the
reporting period in
the amount of
coverage required by
and otherwise in
accordance with the
terms of the
transaction
agreements.	 	 	 	 
	 
	1122(d)(2)(i)

	 	Payments on pool
assets are deposited
into the appropriate
custodial bank
accounts and related
bank clearing
accounts no more
than two business
days following
receipt, or such
other number of days
specified in the
transaction
agreements.	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(2)(ii)

	 	Disbursements made
via wire transfer on
behalf of an obligor
or to an investor
are made only by
authorized
personnel.
	 	ü
	 	ü
	 
	 	 	 	 	 	 
	1122(d)(2)(iii)

	 	Advances of funds or
guarantees regarding
collections, cash
flows or
distributions, and
any interest or
other fees charged
for such advances,
are made, reviewed
and approved as
specified in the
transaction
agreements.	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(2)(iv)

	 	The related accounts
for the transaction,
such as cash reserve
accounts or accounts
established as a
form of
overcollateralization, are separately
maintained (e.g.,
with respect to
commingling of cash)
as set forth in the
transaction
agreements.
	 	 	 	ü






E-1









 






	 	 	 	 	 	 	 
	 	 	 	 	Beneficiary/	 	 
	Item 1122(d)	 	 	 	Calculation	 	Indenture
	Reference	 	Servicing Criteria	 	Agent	 	Trustee
	1122(d)(2)(v)

	 	Each custodial
account is
maintained at a
federally insured
depository
institution as set
forth in the
transaction
agreements. For
purposes of this
criterion,
“federally insured
depository
institution” with
respect to a foreign
financial
institution means a
foreign financial
institution that
meets the
requirements of Rule
13k-1(b)(1) of the
Securities Exchange
Act.
	 	 	 	ü
	 
	 	 	 	 	 	 
	1122(d)(2)(vi)

	 	Unissued checks are
safeguarded so as to
prevent unauthorized
access.	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(2)(vii)

	 	Reconciliations are
prepared on a
monthly basis for
all asset-backed
securities related
bank accounts,
including custodial
accounts and related
bank clearing
accounts. These
reconciliations are
(A) mathematically
accurate; (B)
prepared within 30
calendar days after
the bank statement
cutoff date, or such
other number of days
specified in the
transaction
agreements; (C)
reviewed and
approved by someone
other than the
person who prepared
the reconciliation;
and (D) contain
explanations for
reconciling items.
These reconciling
items are resolved
within 90 calendar
days of their
original
identification, or
such other number of
days specified in
the transaction
agreements.
	 	ü	 	 
	 
	1122(d)(3)(i)

	 	Reports to
investors, including
those to be filed
with the Commission,
are maintained in
accordance with the
transaction
agreements and
applicable
Commission
requirements.
Specifically, such
reports (A) are
prepared in
accordance with
timeframes and other
terms set forth in
the transaction
agreements; (B)
provide information
calculated in
accordance with the
terms specified in
the transaction
agreements; (C) are
filed with the
Commission as
required by its
rules and
regulations; and (D)
agree with
investors’ or the
trustee’s records as
to the total unpaid
principal balance
and number of credit
card accounts
serviced by the
servicer.
	 	ü	 	 
	 
	 	 	 	 	 	 
	1122(d)(3)(ii)

	 	Amounts due to
investors are
allocated and
remitted in
accordance with
timeframes,
distribution
priority and other
terms set forth in
the transaction
agreements.
	 	ü
	 	ü
	 
	 	 	 	 	 	 
	1122(d)(3)(iii)

	 	Disbursements made
to an investor are
posted within two
business days to the
servicer’s investor
records, or such
other number of days
specified in the
transaction
agreements.
	 	 	 	ü
	 
	 	 	 	 	 	 
	1122(d)(3)(iv)

	 	Amounts remitted to
investors per the
investor reports
agree with cancelled
checks, or other
form of payment, or
custodial bank
statements.
	 	 	 	ü
	 
	1122(d)(4)(i)

	 	Collateral or
security on pool
assets is maintained
as required by the
transaction
agreements or
related pool asset
documents.	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(ii)

	 	Pool Assets and
related documents
are safeguarded as
required by the
transaction
agreements.	 	 	 	 






E-2









 






	 	 	 	 	 	 	 
	 	 	 	 	Beneficiary/	 	 
	Item 1122(d)	 	 	 	Calculation	 	Indenture
	Reference	 	Servicing Criteria	 	Agent	 	Trustee
	1122(d)(4)(iii)

	 	Any additions,
removals or
substitutions to the
Collateral is made,
reviewed and
approved in
accordance with any
conditions or
requirements in the
transaction
agreements.
	 	ü
	 	ü
	 
	 	 	 	 	 	 
	1122(d)(4)(iv)

	 	Payments on pool
assets, including
any payoffs, made in
accordance with the
related pool assets
documents are posted
to the applicable
servicer’s obligor
records maintained
no more than two
business days after
receipt, or such
other number of days
specified in the
transaction
agreements, and
allocated to
principal, interest
or other items
(e.g., escrow) in
accordance with this
Indenture and any
Indenture
Supplement.	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(v)

	 	The servicer’s
records regarding
the pool assets
agree with the
servicer’s records
with respect to an
obligor’s unpaid
principal balance.	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(vi)

	 	Changes with respect
to the terms or
status of an
obligor’s pool asset
(e.g., loan
modifications or
re-agings) are made,
reviewed and
approved by
authorized personnel
in accordance with
the transaction
agreements and
related pool asset
documents.	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(vii)

	 	Loss mitigation or
recovery actions
(e.g., forbearance
plans, modifications
and deeds in lieu of
foreclosure,
foreclosures and
repossessions, as
applicable) are
initiated, conducted
and concluded in
accordance with the
timeframes or other
requirements
established by the
transaction
agreements.	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(viii)

	 	Records documenting
collection efforts
are maintained
during the period a
pool asset is
delinquent in
accordance with the
transaction
agreements. Such
records are
maintained on at
least a monthly
basis, or such other
period specified in
the transaction
agreements, and
describe the
entity’s activities
in monitoring
delinquent pool
assets including,
for example, phone
calls, letters and
payment rescheduling
plans in cases where
delinquency is
deemed temporary
(e.g., illness or
unemployment).	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(ix)

	 	Adjustments to
interest rates or
rates of return for
pool assets with
variable rates are
computed based on
the related Account
documents.	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(x)

	 	Regarding any funds
held in trust for an
obligor (such as
escrow accounts): (A) such funds are
analyzed, in
accordance with the
obligor’s pool asset
documents, on at
least an annual
basis, or such other
period specified in
the transaction
agreements; (B)
interest on such
funds is paid, or
credited, to
obligors in
accordance with
applicable pool
assets documents and
state laws; and (C)
such funds are
returned to the
obligor within 30
calendar days of
full repayment of
the related pool
assets, or such
other number of days
specified in the
transaction
agreements.	 	 	 	 






E-3









 






	 	 	 	 	 	 	 
	 	 	 	 	Beneficiary/	 	 
	Item 1122(d)	 	 	 	Calculation	 	Indenture
	Reference	 	Servicing Criteria	 	Agent	 	Trustee
	1122(d)(4)(xi)

	 	Payments made on
behalf of an obligor
(such as tax or
insurance payments)
are made on or
before the related
penalty or
expiration dates, as
indicated on the
appropriate bills or
notices for such
payments, provided
that such support
has been received by
the servicer at
least 30 calendar
days prior to these
dates, or such other
number of days
specified in the
transaction
agreements.	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(xii)

	 	Any late payment
penalties in
connection with any
payment to be made
on behalf of an
obligor are paid
from the servicer’s
funds and not
charged to the
obligor, unless the
late payment was due
to the obligor’s
error or omission.	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(xiii)

	 	Disbursements made
on behalf of an
obligor are posted
within two business
days to the
obligor’s records
maintained by the
servicer, or such
other number of days
specified in the
transaction
agreements.	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(xiv)

	 	Delinquencies,
charge-offs and
uncollectible
accounts are
recognized and
recorded in
accordance with the
transaction
agreements.	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(xv)

	 	Any external
enhancement or other
support, identified
in Item 1114(a)(1)
through (3) or Item
1115 of Regulation
AB, is maintained as
set forth in the
transaction
agreements.
	 	 	 	ü*








 




			
	*	 	Only if applicable for any outstanding Securitization Transaction.






E-4









 








Exhibit F




FORM OF ANNUAL CERTIFICATION




     Re: Indenture, dated as of [·], 2007, by and between Discover Card Execution Note Trust,
as Issuer, and U.S. Bank National Association, as Indenture Trustee, as amended on or prior to the
date hereof (the “Agreement”).


I,                                         , of NAME OF COMPANY (the “Company”), certify to the Depositor
and each of its officers, with the knowledge and intent that they will rely upon this
certification, that:



(1) I have reviewed the Company’s servicer compliance statement provided in accordance with Item
1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Company’s
compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”)
and the registered public accounting firm’s attestation report provided in accordance with Rules
13a-18 and 15d-18 under the Exchange Act and Item 1122(b) of Regulation AB (the “Attestation
Report”) that were delivered by the Company to the Depositor pursuant to the Agreement
(collectively, the “Company Information”);



(2) To the best of my knowledge, the Company Information, taken as a whole, does not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in the light of the circumstances under which such statements were made, not
misleading with respect to the period of time covered by the Company Information;



(3) To the best of my knowledge, all of the Company Information required to be provided by the
Company under the Agreement has been provided to Depositor; and



(4) To the best of my knowledge, except as disclosed in the Compliance Statement, the Servicing
Assessment or the Attestation Report, the Company has fulfilled its obligations under the
Agreement.




Dated:




	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 







F-1