SF-3/A

As filed with the Securities and Exchange Commission on September 9, 2015

Registration No. 333-205455

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM SF-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DISCOVER CARD EXECUTION NOTE TRUST

(Issuing entity in respect of the Notes)

DISCOVER CARD MASTER TRUST I

(Issuing entity in respect of the Series 2007-CC Collateral Certificate)

DISCOVER FUNDING LLC

as depositor to the issuing entities described herein

(Exact name of registrant as specified in its charter)

Delaware	51-0020270
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Commission File Number of depositor: 333-205455

Central Index Key Number of depositor: 0001645731

Central Index Key Number of sponsor: 0000894327

Discover Bank

(Exact name of sponsor as specified in its charter)

12 Read’s Way

New Castle, Delaware 19720

(302) 323-7315

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael F. Rickert

Vice President, Chief Financial Officer and Treasurer

Discover Funding LLC

12 Read’s Way

New Castle, Delaware 19720

(302) 323-7315

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies To:

Stuart M. Litwin, Esq.
Mayer Brown LLP
71 S. Wacker Drive
Chicago, IL 60606
(312) 701-7373 (Counsel to Sponsor and Depositor) Jan C. Stewart, Esq.
Mayer Brown LLP
71 S. Wacker Drive
Chicago, IL 60606
(312) 701-8859 (Counsel to Sponsor and Depositor) Michael H. Mitchell, Esq. Chapman and Cutler LLP 1717 Rhode Island Avenue, N.W. Washington, D.C. 20036 (202) 478-6444 (Counsel to Underwriters)

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective, as determined by market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box:  x

If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form SF-3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price	Amount of registration fee(2)
Asset-Backed Notes	$1,000,000(3)	100%	$1,000,000	$116.20*
Discover Card Master Trust I, Series 2007-CC Collateral Certificate(4)	$1,000,000	—	—	—

(1) Estimated for purposes of calculating the registration fee.

(2) The registrant intends to include unsold securities from Discover Bank’s existing registration statement (the “Unsold Securities”) and will file an amendment to this Registration Statement to effect such transfer pursuant to Rule 415(a)(6) of the Securities Act. After the sale of the Unsold Securities, the fee will be calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(3) With respect to any securities denominated in any foreign currency, the amount to be registered shall be the U.S. dollar equivalent thereof based on the prevailing exchange rate at the time such security is first offered.

(4) No additional consideration will be paid by the purchasers of the Asset-Backed Notes for the Series 2007 CC Collateral Certificate, which is pledged as security for the Notes.

* Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be amended. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor are they seeking an offer to buy these securities in any jurisdiction where the offer or sale is prohibited.

SUBJECT TO COMPLETION DATED [●], 20[    ]

PROSPECTUS DATED [●]

$[●] Class [    ](20[    ]-[    ]) Discover Series Notes¹

Discover Bank

Sponsor, Originator of Assets and Servicer

Central Index Key Number: 0000894327

Discover Funding LLC

Depositor

Central Index Key Number: 0001645731

Discover Card Execution Note Trust

Issuing Entity of the Notes

Central Index Key Number: 0001407200

Discover Card Master Trust I

Issuing Entity of the Collateral Certificate

Central Index Key Number: 0000894329

	Class [    ]([    ]-[     ]) Notes
Principal amount	$[●]
Interest rate	[For Floating: [One-month][Three-month] [LIBOR] [EURIBOR][other indices limited exclusively to interest rates][plus][minus] [●]% per year2][For Fixed: [●]% per year][For Discount Notes: No interest will accrue on the notes.]
Interest payment dates	[●] day of each month, beginning in [●][For Discount Notes: None][For Discount Notes: at expected maturity date3]
Expected maturity date	[●] [●], 20[●]
Legal maturity date	[●] [●], 20[●]
Expected issuance date	[●] [●], 20[●]
Price to public	$[●] or [●]%
Underwriting discount	$[●] or [●]%
Proceeds to the issuing entity	$[●] or [●]%
CUSIP number	[●]

1. The note issuance trust may offer and sell Class [    ]([    ]-[    ]) Discover Series notes having an aggregate initial principal amount that is either greater than or less than the amount shown in brackets above.

[2. The interest rate for the Class [    ]([    ]-[    ]) Notes will be based on [one-month][three-month] [LIBOR][EURIBOR] [other indices limited exclusively to interest rates]. For a description of how [one-month][three-month] [LIBOR][EURIBOR] [other indices limited exclusively to interest rates] is determined, see “Prospectus Summary — Information Regarding the Offered Notes — Interest Rate” in this prospectus.]

[3. For Discount Notes: The outstanding dollar principal amount of the Class [    ](20[    ]-[    ]) notes is the amount stated in, or determined by the following formula: [                    ], which amount will increase over time as principal accretes on the Class [    ]([    ]-[    ]) notes.]

The Class [    ]([    ]-[    ]) notes are a tranche of Class [    ] DiscoverSeries notes, are secured by assets of the issuing entity, will be paid only from proceeds of such note’s allocable share of those assets and noteholders will have no recourse to any other assets.

[For Class B: Subordination: [Interest and] principal payments on Class B DiscoverSeries notes are subordinated to payments on Class A DiscoverSeries notes. The Class B([    ]-[    ]) notes will also provide loss protection to the Class A DiscoverSeries notes.]

[For Class C: Subordination: [Interest and] principal payments on Class C DiscoverSeries notes are subordinated to payments on Class A and Class B DiscoverSeries notes. The Class C([    ]-[    ]) notes will also provide loss protection to the Class A and Class B DiscoverSeries notes.]

Credit Enhancement: [For Class A: Class A DiscoverSeries notes receive credit enhancement through the subordination of interest and principal payments on Class B, Class C and Class D DiscoverSeries notes and through loss protection provided by such notes.] [For Class B: Class B DiscoverSeries notes receive credit enhancement through the subordination of interest and principal payments on Class C and Class D DiscoverSeries notes and through loss protection provided by such notes.] [For Class C: Class C DiscoverSeries notes receive credit enhancement through the subordination of interest and principal payments on Class D DiscoverSeries notes, through loss protection provided by such notes and through deposits into a Class C reserve account if excess spread-based funding triggers are breached as described in this prospectus. [The Class C reserve account for the Class C([    ]-[    ]) notes will not be funded at closing.]] [The Class [    ]([    ]-[    ]) notes will have the benefit of [supplemental credit enhancement] provided by [NAME] as [supplemental credit enhancement provider].]

[Interest Rate Swap: The Class [    ]([    ]-[    ]) notes will have the benefit of [an interest rate swap] provided by [NAME] as derivative counterparty.]

We refer to the Discover Card Execution Note Trust as the note issuance trust. The assets of the note issuance trust that secure the DiscoverSeries notes will include:

• the Series 2007-CC collateral certificate issued by the Discover Card Master Trust I, representing an undivided interest in the assets of the Discover Card Master Trust I;

• the DiscoverSeries collections account and other accounts of the note issuance trust, funds on deposit in those accounts and permitted investments of and investment income on those funds; and

• one or more additional collateral certificates, each representing an undivided interest in a master trust or other securitization special purpose entity, whose assets consist primarily of credit card receivables arising in accounts owned, originated or acquired by Discover Bank or any of its affiliates.

Delivery: The notes offered by this prospectus will be delivered in book-entry form. Except under limited circumstances, purchasers of notes will not be entitled to have the notes registered in their names and will not be entitled to receive physical delivery of the notes in definitive paper form.

[Stock Exchange: The Class [    ]([    ]-[    ]) notes will not be listed on any stock exchange.]

You should consider the discussion under “Risk Factors” beginning on page [40] in this prospectus before you purchase any Class [    ]([    ]-[    ]) DiscoverSeries notes.

The Class [    ]([    ]-[    ]) DiscoverSeries notes are obligations of the note issuance trust only and are not obligations of or interests in Discover Bank, its affiliates or any other person, except that the noteholders’ proportionate share of interests in the master trust receivables represented by the collateral certificate may be sold to pay the notes in the limited circumstances described in this prospectus. Noteholders will have no recourse to any assets of the note issuance trust other than those specified in this prospectus for the payment of the Class [    ]([    ]-[    ]) DiscoverSeries notes. The Class [    ]([    ]-[    ]) DiscoverSeries notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

Neither the SEC nor any state securities commission has approved these notes or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Underwriters
[●]				[●]
[●]	[●]	[●]	[●]	[●]

Important Notice about Information Presented in this Prospectus

We provide information to you about the notes, including:

• the timing of interest and principal payments;

• financial and other information about the issuing entities’ assets;

• information about enhancement for your class or tranche; and

• the method for selling the notes.

We include cross-references in this prospectus to captions in this prospectus where you can find further related discussions. The table of contents in this prospectus provides the pages on which these captions are located.

It is important for you to read and consider all information contained in this prospectus in making your investment decision.

We are not offering the notes in any jurisdiction where the offer is not permitted. We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on the cover of this prospectus.

We have included a glossary of the capitalized terms used in this prospectus.

The SEC allows us to incorporate by reference information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus for any class or tranche of notes. We incorporate by reference any future annual, monthly and special reports and proxy materials filed by or on behalf of the master trust and the note issuance trust with the SEC until we terminate our offering of the notes.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information.

Forward-Looking Statements

In this prospectus and in the documents incorporated herein by reference, we may communicate statements relating to the future performance of, or the effect of various circumstances on, Discover Bank and its affiliates, the depositor, the note issuance trust, the master trust or your notes that may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts and represent only our beliefs and expectations regarding future events, many of which, by their nature, are inherently uncertain and beyond our control. The actual outcomes may differ materially from those included in the forward-looking statements. Forward-looking statements are typically identified by the words “believe,” “expect,” “anticipate,” “intend,” “estimate” and similar expressions. These statements may relate to, among other things, effects of the current economic environment, effects of insolvency, arbitration or litigation proceedings and effects of legislation or regulatory actions. Actual results may differ materially from those expressed or implied as a result of certain risks and uncertainties, including, but not limited to, changes in political and economic conditions, market conditions, interest rate fluctuations, competitive product and pricing pressures, consumer bankruptcies and inflation; technological change; the impact of current, pending or future legislation and regulation (including the Dodd-Frank Act and regulatory changes specifically intended to address financial markets in the current economic downturn, capital requirements and liquidity reserves, securitizations, sales of financial assets, and credit origination, billing and collection practices), changes in fiscal, monetary, regulatory, accounting and tax policies; monetary fluctuations; and success in gaining regulatory approvals when required, as well as other risks and uncertainties, including, but not limited to, those described in “Risk Factors” in this prospectus. The

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continued economic downturn, recent financial market and other conditions beyond our control have increased uncertainty regarding future economic conditions and may increase the risk that actual results may differ from those expected. Accordingly, you are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We do not undertake any obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Reports to Investors

The note issuance trust will, in cooperation with Discover Bank, as master servicer for the master trust, prepare monthly reports for each outstanding series of notes, including the notes offered by this prospectus, containing information about the master trust, the note issuance trust and that series. You may obtain a copy of each report free of charge by calling (302) 323-7315. The reports will not contain financial information that has been examined and reported on by independent public accountants. Discover Bank does not intend to send you any of its financial reports.

Where You Can Find More Information

Discover Funding LLC, in its capacity as depositor for the note issuance trust and the master trust, has filed a registration statement with registration numbers 333-[●], 333-[●] and 333-[●] with the SEC on behalf of the note issuance trust and the master trust relating to the notes and the collateral certificate offered by this prospectus. The SEC file numbers for Discover Funding LLC, the master trust and the note issuance trust are [●], 000-23108 and 333-141703-02, respectively.

You may read and copy any reports, statements or other information that the depositor, the master trust or the note issuance trust files at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549, on official business days between the hours of 10:00 am and 3:00 pm.

You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at (800) SEC-0330 for further information on the operation of the public reference rooms. SEC filings relating to the note issuance trust and the master trust will also be available to the public on the SEC Internet site (http://www.sec.gov). The master trust and the note issuance trust are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance with that act, Discover Funding LLC, on behalf of the note issuance trust and the master trust, files reports and other information with the SEC.

In addition, SEC filings relating to the note issuance trust and the master trust, as well as certain investor reports, are available at http://investorrelations.discoverfinancial.com.

We “incorporate by reference” certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information that is incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC that is incorporated by reference will automatically update the information in this prospectus. In all cases, you should rely on the most recent information over other information included in this prospectus. We incorporate by reference in this prospectus any monthly distribution reports on Form 10-D and current reports on Form 8-K subsequently filed by or on behalf of the master trust or the issuance trust with the SEC before the termination of the offering of the notes.

As a recipient of this prospectus, you may request a copy of any document we incorporate by reference, except exhibits to the documents, unless the exhibits are specifically incorporated by reference, at no cost, by writing or calling Discover Bank, as master servicer for the master trust and as calculation agent for the note issuance trust, at 12 Read’s Way, New Castle, Delaware 19720, (302) 323-7315, attention to Michael F. Rickert.

Notice to United Kingdom Investors

This prospectus may only be communicated or caused to be communicated in the United Kingdom to persons authorized to carry on a regulated activity under the Financial Services and Markets Act 2000, as amended (“FSMA”) or to persons otherwise having professional experience in matters relating to investments and qualifying

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as investment professionals under Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “2005 Order”); or to persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the 2005 Order; or to any other person to whom this prospectus may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as, “Relevant Persons”).

Neither this prospectus nor the notes are or will be available to other categories of persons in the United Kingdom and any person in the United Kingdom that is not a Relevant Person shall not be entitled to rely on, and they must not act on, any information in this prospectus. The communication of this prospectus to any person in the United Kingdom other than a Relevant Person is unauthorized and may contravene the FSMA.

NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA

This prospectus has been prepared on the basis that any offers of notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of notes. Accordingly, any person making or intending to make an offer in a Relevant Member State of notes which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for Discover Bank, Discover Funding LLC or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. None of Discover Bank, Discover Funding LLC nor any of the underwriters have authorized, nor do we or they authorize, the making of any offer of notes in circumstances in which an obligation arises for Discover Bank, Discover Funding LLC or any of the underwriters to publish or supplement a prospectus for such offer. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

Compliance with the EU Risk Retention Rules

On January 1, 2014, Regulation (EU) No. 575/2013, known as the Capital Requirements Regulation (“CRR”), became effective, including Articles 404-410 of CRR. CRR applies to credit institutions and investment firms established in a member state of the European Economic Area and, in certain cases, consolidated group affiliates thereof (including those that are established outside of the European Economic Area) that invest in or have an exposure to credit risk in securitizations. Provisions similar to Articles 405-406 of CRR (together with those Articles and any implementing legislation, regulations, technical standards and guidelines, “EU Risk Retention Rules”) apply to alternative investment fund managers pursuant to Article 17 of Directive 2011/61/EU, known as the Alternative Investment Fund Managers Directive (“AIFMD”), and to insurance and reinsurance companies under Article 135(2) of Directive 2009/138/EC of 25 November 2009, known as Solvency II, as amended by Directive 2014/51/EU of 16 April 2014 (known as Omnibus II), and are expected to apply in the future to undertakings for collective investment in transferrable securities (“UCITS”) pursuant to Article 50a of Directive 2009/65/EC of July 13, 2009, known as the UCITS Directive, as amended by AIFMD.

None of Discover Card Execution Note Trust, Discover Card Master Trust I, Discover Bank, Discover Funding LLC, the master trust trustee and indenture trustee, the owner trustee or any underwriter or any affiliate makes any representation or agreement that it is undertaking or will have undertaken to comply (or to take or retain from taking any action to facilitate compliance by affected investors) with the requirements of Articles 405 and 406 of the European Union (EU) CRR (Regulation (EU) No. 575/2013 of June 26, 2013), or any corresponding requirements adopted or to be adopted pursuant to Article 17 of the EU Alternative Investment Fund Managers Directive (Directive 2011/61/EU of June 8, 2011) (AIFMD), Article 135(2) of the EU Solvency II Directive (Directive 2009/138/EC of November 25, 2009, as amended by Directive 2014/51/EU of April 16, 2014), or Article 50a of the EU Directive on Undertakings for Collective Investment in Transferrable Securities (UCITS) (Directive 2009/65/EC of July 13, 2009, as amended by AIFMD), each as implemented in any member state of the EU or the European Economic Area (EEA), in each case together with any delegated regulation or technical standard implementing any of them, or any other law or regulation of the EU, any EEA member state or any other jurisdiction which imposes regulatory requirements as to risk retention, due diligence and monitoring or other conditions with respect to investments in securitization transactions by affected investors. Noteholders are responsible for analyzing their own regulatory position and are advised to consult with their own advisors regarding the suitability of the notes for investment and compliance with any such law or regulation.

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Volcker Rule Considerations

Discover Card Execution Note Trust is not now, and immediately following the issuance of the Class [    ]([    ]-[    ]) notes pursuant to the indenture will not be, a “covered fund” for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956 (the “BHCA”), commonly known as the “Volcker Rule.” In reaching this conclusion, although other statutory or regulatory exemptions under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and under the Volcker Rule and its related regulations may be available, we have relied on the determinations that

• Discover Card Execution Note Trust may rely on the exemption from registration under the Investment Company Act provided by Rule 3a-7 thereunder, and, accordingly

• Discover Card Execution Note Trust may rely on the exemption from the definition of a covered fund under the Volcker Rule made available to entities that do not rely solely on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act for their exemption from registration under the Investment Company Act.

Compliance with Registration Requirements

We have performed various reviews relating to compliance with the registration requirements and as of the date of this prospectus we have met the registrant requirements required by General Instruction I.A.1 of Form SF-3.

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TABLE OF CONTENTS

Prospectus Summary	1
Participants	1
Key Parties and Operating Documents	3
Pool Assets	4
Information Regarding the Offered Notes; Terms	7
Credit Enhancement	19
Early Redemption and Default of Notes	30
Securities Supported by Pool Assets	33
Addition and Removal of Pool Assets	35
Risk Factors	40
Security Interest Matters	40
Priority of Liens	41
Insolvency Related Matters	41
Investor Risk of Loss	44
Limited Recourse to DCENT	44
Certain Regulatory Matters	45
[Increased Regulatory Oversight and Changes In The Method Pursuant to Which The LIBOR Rates Are Determined May Adversely Affect The Value of The Notes]	48
[Limited Subordination; Possible Loss of Subordination]	49
[Possible Changes in Required Subordination Percentage and Other Provisions]	49
Ratings of the Notes May Be Lowered or Withdrawn, and Unsolicited Ratings May Be Lower Than Any Ratings Issued by Rating Agencies Hired by Discover Bank to Rate the Notes	50
Deteriorations in Master Trust Performance or Receivables Balance; Possible Early Redemption Event	51
Addition of Accounts	58
Addition of Other Collateral Certificates	58
Effects of an Early Redemption Event or Event of Default; Excess Spread Early Redemption Cure	59
[Cleanup Call]	60
Other Tranches of Notes May Have Different Terms That May Affect The Timing And Amount of Payments to You	60
There May Not Be a Public Market For the Notes And an Active Trading Market For the Notes May Not Develop	61
[Certain Events Affecting or Involving Other Parties to the Transactions]	61

Interchange May Decrease Substantially Due to an Insolvency Event or a Reduction in the Rate of Interchange Fees	61
Litigation and Regulatory Matters	61
[Litigation and Regulatory Matters — U.S. Bank]	62
Economic and Financial Market Conditions May Adversely Affect Your Notes	62
Holding Company Regulation	63
FDIC Rule Regarding Securitizations	64
Issuance of Additional Series of Master Trust Certificates	64
Issuance of Additional Notes	64
Amendment of Indenture and Pooling and Servicing Agreement	65
Historical Information	65
The Discover Card Business	66
General	66
Credit-Granting Procedures	68
Collection Efforts and Charged-Off Accounts	70
The Accounts	71
Billing and Payments	71
Effects of the Selection Process	72
[Underwriting Criteria for any Additional Originators]	73
Servicing	73
Master Servicer, Servicer and Calculation Agent	73
Servicing Compensation and Payment of Expenses	75
Certain Matters Regarding the Master Servicer and the Servicers	76
Master Servicer Termination Events	77
Servicer Termination Events	78
Evidence as to Compliance	80
The Originator and Sponsor	81
Discover Bank	81
Discover Bank’s Securitization Program and Roles as Originator and Sponsor	81
Credit Risk Retention	82
Insolvency-Related Matters	83
Certain Regulatory Matters	85
[Additional Originators]	86
The Depositor	86
Discover Funding LLC	86
Discover Funding LLC’s Role as Depositor	87
Insolvency-Related Matters	87
The Master Trust	89

v

General	89
Master Trust Assets	89
Activities of Master Trust	90
Master Trust Certificates	92
Sale and Assignment of Receivables to the Master Trust	93
Master Trust Addition of Accounts	94
Master Trust Removal of Accounts	96
The Master Trust Accounts	97
Adjustments to Master Trust Receivables	103
Final Payment of Principal; Termination of Series 2007-CC	103
Master Trust Amortization Events	104
Repurchase of Master Trust Portfolio	105
Repurchase of Specified Master Trust Receivables	107
Repurchase of a Master Trust Series	107
Dispute Resolution Procedures	108
Sale of Transferor Interest	108
The Trustee for the Master Trust	109
The Relationship of the Trustee for the Master Trust with Discover Funding LLC, Discover Bank and the Master Trust	109
Indemnification and Limitation of Liability of the Master Trust and the Trustee for the Master Trust	110
Resignation or Removal of Trustee for the Master Trust; Appointment of Successor Trustee	111
Issuer Review of Pool Receivables	112
Underwriting Process	112
Internal Controls over Financial Reporting	113
Information Regarding Historical Performance and Current Composition of Trust Assets	113
Review of Qualitative Disclosure	113
Review Provides Reasonable Assurance	113
Asset Representation Review	114
Delinquency Trigger	114
Asset Review Voting	114
Fees and Expenses for Asset Review	115
Asset Review	115
The Asset Representations Reviewer	116
Demands for Repurchases of Pool Receivables	116
The Note Issuance Trust	117
General	117
Trust Agreement	117
Amendments	117
Owner Trustee	118
Depositor	119
Activities	119
Sources of Funds to Pay the Notes	120
General	120

Addition of Assets	121
The Collateral Certificate	122
Allocations of Collections, Interchange and Charged-off Receivables to the Collateral Certificate	123
Allocations of Collections, Interchange and Charged-off Receivables among Series of Notes	126
Reallocations	126
DCENT Accounts	127
Derivative Agreements	129
[Supplemental Credit Enhancement Agreement]	129
[Supplemental Liquidity Agreement]	129
Credit Enhancement	130
Sale of Receivables	132
Limited Recourse to DCENT; Security for the Notes	133
The Notes	133
General	134
Interest	135
Principal	136
Stated Principal Amount, Outstanding Dollar Principal Amount, Adjusted Outstanding Dollar Principal Amount and Nominal Liquidation Amount	136
Final Payment of the Notes	139
Subordination	139
Required Subordinated Amount and Usage	141
Principal Payments on Subordinated Notes	147
Redemption and Early Redemption of Notes	147
Events of Default	150
Remedies Following an Event of Default	151
Cleanup Calls	153
Issuances of New Series, Classes and Tranches of Notes	154
Payments on Notes; Paying Agent	156
Denominations	156
Record Date	156
Form, Exchange and Registration and Transfer of Notes	156
Book-Entry Notes	157
The Depository Trust Company	159
Clearstream	159
Euroclear	159
Distributions on Book-Entry Notes	160
Global Clearance and Settlement Procedures	160
Definitive Notes	161
Deposits and Allocation of Funds for DiscoverSeries Notes	161
Application of Series Finance Charge Amounts	161

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Application of Series Principal Amounts	162
Reallocation of Finance Charge Amounts and Principal Amounts	163
Fees and Expenses Payable from Collections	164
Targeted Principal Deposit	165
Variable Accumulation Period	165
Prefunding	166
Accumulation Reserve Account	167
Class C Reserve Account	167
Class D Reserve Account	168
Cash Flows	168
The Indenture	181
Indenture Trustee	182
Indemnification	183
DCENT’s Covenants	184
Meetings	185
Voting	185
Amendments to the Indenture and the Indenture Supplements	186
Addresses for Notices	188
DCENT’s Annual Compliance Statement	188
Indenture Trustee’s Annual Report	188
List of Noteholders	189
Replacement of Notes	189
Satisfaction and Discharge of Indenture	189
Governing Law	189
Certain Legal Matters Relating to the Receivables	190
Transfer of Receivables	190
Certain UCC Matters	190
Consumer Protection Laws and Debtor Relief Laws Applicable to the Receivables	191
Claims and Defenses of Customers Against the Master Trust	192
U.S. Federal Income Tax Considerations	192
General	192
Tax Characterization of the Notes, the Note Issuance Trust and the Master Trust	194
U.S. Holders	194
Non-U.S. Holders	196
Information Reporting and Backup Withholding	197
Additional Withholding Tax on Payments Made to Foreign Accounts	198
Possible Alternative Characterizations	198
ERISA Considerations	199
Prohibited Transactions	199
Potential Prohibited Transactions from Investment in the DiscoverSeries Notes	200
Investment by Benefit Plans	201
Tax Consequences to Benefit Plans	201

Affiliations and Certain Relationships and Related Transactions	201
Representations and Warranties of Discover Funding LLC Under the Pooling and Servicing Agreement	202
Representations and Warranties of Discover Bank Under the Receivables Sale and Contribution Agreement	202
Representations and Warranties of DCENT Regarding the Collateral	203
Investor Communications	203
Reports to Investors	204
Use of Proceeds	207
Underwriting	207
Legal Matters	210
Glossary of Terms	211
ANNEX I Outstanding Series, Classes and Tranches of Notes	226
[ANNEX II] [Outstanding Master Trust Series]	227
[ANNEX III] [Static Pools]	228

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Prospectus Summary

The following summary describes certain aspects of the notes, the collateral certificate, the note issuance trust and the master trust generally. The remainder of this prospectus provides much more detailed information about the notes, the collateral certificate, the note issuance trust and the master trust. You should review the entire prospectus before you decide to invest.

This prospectus uses defined terms. You can find a listing of defined terms in the “Glossary of Terms” beginning on page [192].

Throughout this prospectus, unless the context otherwise requires, we give effect to the expected execution and delivery of the notes and related agreements and the consummation of the transactions contemplated by the indenture, the indenture supplement, the series supplement, and such agreements in describing the note issuance trust, the master trust, the notes, the collateral certificate and related matters.

Risk Factors	Investment in the notes involves risks. You should consider carefully the risk factors beginning on page [38] in this prospectus.
Participants
Issuing Entity of the Notes	Discover Card Execution Note Trust. We refer to the Discover Card Execution Note Trust as “DCENT” or the “note issuance trust.”
	The Class [    ]([    ]-[    ]) notes tranche is expected to be the [●] tranche of notes to be issued by the note issuance trust. The note issuance trust has issued [●] tranches of DiscoverSeries Class A notes, [●] tranches of DiscoverSeries Class B notes, [●] tranches of DiscoverSeries Class C notes and [●] tranche of DiscoverSeries Class D notes. Of these tranches, [●] have not reached their expected maturity dates and are still outstanding. The note issuance trust paid all other tranches of notes on time in accordance with their respective expected maturity dates. The nominal liquidation amounts of Class A notes, Class B notes, Class C notes and Class D notes of the DiscoverSeries as of [●] [●], 20[●], were $[●], $[●], $[●] and $[●], respectively. The Class D notes support all of the outstanding senior DiscoverSeries notes and will be increased prior to the issuance of any additional senior DiscoverSeries notes, including the Class [    ]([    ]-[    ]) notes, in the amount necessary to support such additional issuance. See “Annex I: Outstanding Series, Classes and Tranches of Notes” for information on the outstanding notes of the DiscoverSeries.
Issuing Entity of the Collateral Certificate	Discover Card Master Trust I. We refer to the Discover Card Master Trust I as “DCMT” or the “master trust.”
	Since October 1993, the master trust has issued [●] series or subseries of master trust certificates. [Only Series 2007-CC is still outstanding as of [●] [●], 20[●].] The master trust paid all other series or subseries of certificates on time in accordance with their expected principal payment schedules, indices or expected maturity dates, as applicable.
Sponsor/Originator	Discover Bank. Discover Bank’s executive office is located at 12 Read’s Way, New Castle, Delaware 19720, telephone number (302) 323-7315. Discover Bank was formerly known as Greenwood Trust Company. In its role as sponsor, Discover Bank has arranged for the

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	note issuance trust to issue notes and for the master trust to issue the collateral certificate. See “The Sponsor — Credit Risk Retention” in this prospectus for a discussion of Discover Bank’s retained interest in the securitization transaction. In its role as originator, Discover Bank transfers to Discover Funding LLC credit card receivables originated by Discover Bank under specified Discover card accounts.
Depositor	Discover Funding LLC. In its role as the depositor to the master trust, Discover Funding LLC (x) transfers to the master trust credit card receivables and the allocated interchange that were transferred to the depositor by Discover Bank and (y) retains: (i) the residual interest in the master trust, which we refer to as the “transferor interest,” (ii) the right to direct the issuance of new series from the master trust and (iii) the proceeds from those issuances.
	Prior to [●], 20[    ] (the “Substitution Date”), Discover Bank was the depositor to the note issuance trust and in that role, Discover Bank transferred to the note issuance trust the Series 2007-CC collateral certificate issued by the master trust on July 26, 2007. On the Substitution Date, Discover Bank assigned its rights and obligations as depositor under the pooling and servicing agreement and as beneficiary under the trust agreement for the note issuance trust to Discover Funding LLC.
	Additional collateral certificates may be transferred to the note issuance trust. Affiliates of Discover Funding LLC may be additional depositors with respect to such additional collateral certificates and may have originated the underlying receivables.
Master Servicer/Servicer/ Calculation Agent	Discover Bank. As master servicer for the master trust, Discover Bank is responsible for various administrative actions for the master trust, including causing collections to be deposited in master trust accounts and trust reporting. As servicer for the master trust, Discover Bank is also responsible for invoicing cardmembers, processing payments, maintaining records relating to the receivables and otherwise handling collections and other functions with respect to the receivables. As calculation agent for the note issuance trust, Discover Bank will direct the note issuance trust with respect to various administrative functions and will also be responsible for trust reporting. Discover Bank has outsourced certain servicing functions to Discover Products Inc., its wholly owned subsidiary, which has contracted with BancTec, Inc., a third-party service provider, for certain check processing and related services. However, Discover Bank is ultimately responsible for the overall servicing function for the master trust and the note issuance trust.
Master Trust Trustee and Indenture Trustee	U.S. Bank National Association (“U.S. Bank”). For additional information about the master trust trustee and the indenture trustee, see “The Master Trust — The Trustee for the Master Trust” in this prospectus.
Owner Trustee for the Note Issuance Trust	Wilmington Trust Company, which is also referred to herein as “issuing entity owner trustee” or the “owner trustee.” For additional information about the owner trustee, see “The Note Issuance Trust — Owner Trustee” in this prospectus.

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Asset Representations Reviewer [●]. For additional information about the asset representations reviewer, see “Asset Representations Review” in this prospectus.

Key Parties and Operating Documents

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Pool Assets
Formation of the Note Issuance Trust; Note Issuance Trust Assets	Discover Bank and the owner trustee formed the note issuance trust on July 2, 2007.
	Discover Bank transferred the collateral certificate to the note issuance trust on July 26, 2007. Pursuant to an amendment to the trust agreement between Discover Bank and Discover Funding LLC, dated [●], 20[    ], Discover Bank assigned its rights and obligations under the trust agreement for the note issuance trust to Discover Funding LLC and Discover Funding LLC assumed all of the rights and obligations of Discover Bank under the trust agreement and became the sole beneficiary of the note issuance trust.
Collateral Certificate	The Discover Card Master Trust I, Series 2007-CC collateral certificate, which represents an undivided interest in the master trust. The investor interest in receivables for the collateral certificate reflects the aggregate nominal liquidation amount of notes issued by the note issuance trust.
Security for the Notes	The indenture trustee has a security interest, for the benefit of the holders of the DiscoverSeries notes, including the Class [    ]([    ]-[    ]) notes, in:
	•	the collateral certificate;
	•	the collections account;
	•	the DiscoverSeries collections account;
	•	the principal funding account and related subaccounts;
	•	the interest funding account and related subaccounts;
	•	the accumulation reserve account and related subaccounts;
	•	the Class C reserve account and related subaccounts;
	•	the Class D reserve account and related subaccounts, if any;
	•	[describe any other account or subaccount established for the Class [    ]([    ]-[    ]) notes];
	•	all permitted investments of funds on deposit in any such account;
	•	all rights under any derivative agreement, credit enhancement agreement, or supplemental liquidity agreement relating to the notes;
	•	all claims and all interest, principal, payments and distributions on any of the foregoing; and
	•	all proceeds of the foregoing.
	See “Sources of Funds to Pay the Notes — General,” and “—Limited Recourse to DCENT; Security for the Notes.”
	However, the Class [    ]([    ]-[    ]) notes are entitled to the benefits of only that portion of those assets allocated to the Class [    ]([    ]-[    ]) notes under the indenture, the indenture supplement and the related terms document.

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Limited Recourse to DCENT	The sole sources of payment for principal of or interest or accreted discount on the Class [    ]([    ]-[    ]) notes prior to an event of default and acceleration or the legal maturity date for the Class [    ]([    ]-[    ]) notes are:
	•	the portion of the principal amounts and finance charge amounts allocated to the DiscoverSeries and available to the Class [    ]([    ]-[    ]) notes, [For Class B and Class C: after giving effect to any reallocations, payments and deposits for senior notes], including any such funds reallocated to the DiscoverSeries from other series of master trust certificates or other series of notes, if any;
	•	funds in the applicable note issuance trust accounts for the Class [    ]([    ]-[    ]) notes; [and]
	•	investment income on funds on deposit in various note issuance trust accounts for the DiscoverSeries; [and]
	•	[rights to payment under the derivative agreement between the note issuance trust and [NAME] described below][; and]
	•	[rights to payment under the [supplemental credit enhancement agreement][supplemental liquidity agreement] between the note issuance trust and [NAME] described below.]
	However, if there is a sale of receivables in the master trust (i) following an event of default and acceleration for the Class [    ]([    ]-[    ]) notes [For Class B and Class C: and subject to any restrictions relating to required subordinated amounts] or (ii) on the legal maturity date of the Class [    ]([    ]-[    ]) notes, as described in “Sources of Funds to Pay the Notes — Sale of Receivables,” the Class [    ]([    ]-[    ]) noteholders have recourse only to (1) the proceeds of that sale allocable to the Class [    ]([    ]-[    ]) noteholders and (2) any amounts then on deposit in the note issuance trust accounts allocated to and held for the benefit of the Class [    ]([    ]-[    ]) noteholders.
	If those sources are not sufficient to pay principal of or [interest][accreted discount] on the Class [    ]([    ]-[    ]) notes, the Class [    ]([    ]-[    ]) noteholders will have no recourse to any assets of the note issuance trust or the master trust, or any other person or entity, for the payment of principal of or interest or accreted discount on the Class [    ]([    ]-[    ]) notes.
Formation of the Master Trust; Master Trust Assets	Discover Bank and the trustee for the master trust formed the master trust in October 1993. On the Substitution Date, Discover Funding LLC assumed all the rights and obligations of Discover Bank, solely in its capacity as seller, under the pooling and servicing agreement. Prior to that date, Discover Bank transferred credit card receivables generated under certain designated Discover® card accounts directly to the master trust. On and after the Substitution Date, Discover Bank transfers the receivables to Discover Funding LLC pursuant to a receivables sale and contribution agreement, and Discover Funding LLC transfers these receivables to the master trust. Those credit card receivables, which are unsecured, include principal receivables (that is, amounts owed by customers representing the principal balances of cash advances, purchases that customers have made with their Discover cards and balances transferred by customers to their Discover® card accounts from other credit card accounts). They also include finance charge receivables (that is, amounts owed by customers representing finance charges accrued on unpaid principal balances, late fees and other service charges). As customers make additional principal charges and incur additional finance charges and other fees in accounts designated for the master trust, Discover Bank also transfers these additional receivables to the depositor for subsequent transfer to the master trust

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	on an ongoing basis. During all times while the master trust certificates are outstanding, all new receivables generated on the designated accounts become assets of the master trust. Even though Discover Bank transfers receivables to the depositor which are in turn transferred to the master trust, Discover Bank continues to own and service the related accounts.
	The master trust’s assets include, or may include, the following:
	•	credit card receivables;
	•	cash payments by customers;
	•	cash recoveries on receivables in the master trust that have been charged off as uncollectible;
	•	the proceeds from sales and any other recoveries that Discover Funding LLC has transferred to the master trust relating to any charged-off receivables that Discover Funding LLC has removed from the master trust;
	•	funds on deposit in investor accounts and investment income on certain of those accounts;
	•	a portion of the interchange fees paid by or through merchant acceptance networks, including the network maintained by DFS Services LLC, to Discover Bank (and subsequently transferred to Discover Funding LLC) in connection with transactions on accounts of the type included in the master trust;
	•	interests in other credit card receivables pools conveyed to the master trust in accordance with the pooling and servicing agreement, if applicable;
	•	credit support or enhancement for any series of master trust certificates;
	•	currency swaps for series denominated in foreign currencies; and
	•	interest rate protection agreements.
	The collateral certificate represents an interest in the aggregate pool of receivables in the master trust, not an interest in any specific receivable or subset of the receivables. For information on the master trust’s assets, see “The Master Trust — Master Trust Assets” in this prospectus. [Currently, the interest represented by the collateral certificate and the transferor interest owned by Discover Funding LLC are the only outstanding interests in the master trust. However, Discover Funding LLC, as holder of the transferor interest, has the right to issue additional master trust certificates at any time and from time to time.]
Receivables	The receivables in the master trust as of [●] totaled $[●].
Composition, Distribution and Performance of the Master Trust Accounts	Information related to the current geographic distribution, credit limits, account balances, seasoning, delinquency statuses and FICO® scores of the accounts designated for the master trust is included under “The Master Trust — The Master Trust Accounts — Current Composition and Distribution of the Master Trust Accounts” and “—Distribution of the Accounts by FICO® Score” in this prospectus.
	Summary yield, charge-off and payment rate information, minimum monthly payment and full balance payment rates and balance reduction

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	information are included under “The Master Trust — The Master Trust Accounts — Summary Historical Performance of the Accounts” in this prospectus.
	[For information about static pool data, see “The Master Trust — The Master Trust Accounts — Static Pool Information” in this prospectus.]
Minimum Principal Receivables Balance	After giving effect to all prior issuances, but excluding the issuance of the Class [    ]([    ]-[    ]) notes, and the corresponding increases in the investor interest in receivables represented by the Series 2007-CC collateral certificate, the minimum principal receivables balance for the master trust as of [●] [●], 20[●], would be $[●]. The actual amount of principal receivables in the master trust as of [●], was $[●], which exceeds this minimum principal receivables balance by $[●]. The excess of principal receivables as of [●] over this minimum principal receivables balance as of [●] [●], 20[●] reflects [●]% of the total amount of principal receivables in the master trust. The minimum principal receivables balance is the amount of principal receivables the master trust is required to hold under its pooling and servicing agreement to support all outstanding master trust certificates. The amount of any new issuance of notes by the note issuance trust or the issuance of new master trust certificates will increase the minimum principal receivables balance and will reduce the excess of principal receivables over the minimum principal receivables balance by an amount equal to the face amount of such notes or certificates divided by [●].
Review of Pool Assets	Under the Securities Act of 1933, as amended, Discover Bank is required to perform a review of the pool of receivables in the master trust. The review has been designed and effected to provide reasonable assurance that the disclosure regarding the receivables in this prospectus is accurate in all material respects. Discover Bank and its affiliates, as applicable, review (i) the underwriting process for the accounts, (ii) internal controls over financial reporting, (iii) the information regarding the historical performance and current composition of the trust assets included in this prospectus and (iv) the qualitative disclosure regarding the receivables included in this prospectus. These reviews relate to the pool as a whole rather than a representative sample. For additional information, see “Issuer Review of Pool Receivables” in this prospectus.
Information Regarding the Offered Notes; Terms
Series	The Class [    ]([    ]-[    ]) notes are part of a series of notes called the DiscoverSeries.
Class	The Class [    ]([    ]-[    ]) notes are a tranche of the Class [    ] notes.
Minimum Denominations	The Class [    ]([    ]-[    ]) notes will be issued in minimum denominations of $[●] and integral multiples of $1,000 in excess of that amount.
Tranche Designation	Class [    ]([    ]-[    ]). This tranche of notes has a particular set of terms that are set forth in this prospectus and in a terms document to the indenture supplement.

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Classes, Tranches and DiscoverSeries Allocations	The DiscoverSeries consists of Class A notes, Class B notes, Class C notes and Class D notes. Each class of notes in the DiscoverSeries may consist of multiple tranches. Notes of any tranche can be issued on any date so long as there is sufficient credit enhancement on that date, either in the form of outstanding subordinated notes or other forms of credit enhancement. See “The Notes — General” and “—Issuances of New Series, Classes and Tranches of Notes.” Each tranche within a class may have different interest rates, expected maturity dates, legal maturity dates, required subordinated amounts and other features. The note issuance trust will allocate available funds to each tranche of a class pro rata based on the amount the note issuance trust is trying to pay or deposit with those available funds. As a result, on any distribution date, within a class, tranches of notes with higher interest rates, swap payments or accreted discounts may receive a greater proportionate share of series finance charge amounts than tranches of notes with lower interest rates, swap payments or accreted discounts. Similarly, on any distribution date, within a class, tranches of notes with a greater targeted principal deposit may receive a greater proportion of series principal amounts than tranches of notes with a lower targeted principal deposit.
	The expected maturity dates and legal maturity dates of tranches of senior and subordinated classes of the DiscoverSeries may be different. Therefore, subordinated notes may have expected maturity dates and legal maturity dates earlier than some or all of the senior notes of the DiscoverSeries. Subordinated notes will generally not be paid before their legal maturity dates unless, after payment, the remaining outstanding subordinated notes provide the credit enhancement required for the senior notes.
	In general, the subordinated notes of the DiscoverSeries serve as credit enhancement for all of the senior notes of the DiscoverSeries, regardless of whether the subordinated notes are issued before, at the same time as or after the senior notes of the DiscoverSeries. However, certain tranches of senior notes may not require subordination from each class of notes subordinated to it. For example, if a tranche of Class A notes requires loss protection solely from Class C notes and Class D notes, the Class B notes will not, in that case, provide loss protection for that tranche of Class A notes. The amount of credit exposure of any particular tranche of notes is a function of, among other things, the total amount of notes issued, the required subordinated amount, the amount of usage of the required subordinated amount and the amount on deposit in the senior tranches’ principal funding subaccounts.
Master Trust and Note Issuance Trust Allocations and Reallocations	The master trust allocates collections and interchange among the series based on each series’ investor interest in receivables. The master trust also allocates receivables that Discover Bank has charged off as uncollectible to series based on the investor interest in receivables. Currently, Series 2007-CC is the only outstanding series issued by the master trust. For the collateral certificate, the investor interest in receivables reflects the aggregate nominal liquidation amount of notes issued by the note issuance trust. Each series supplement to the pooling and servicing agreement, including the series supplement for the collateral certificate, will specify the percentages of collections,

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	interchange and charged-off receivables that are allocated to the series at each point in time. These percentages may vary based on a number of factors, including whether the master trust or the note issuance trust, as applicable, has started to pay principal to investors or an early redemption event or event of default has occurred and is continuing. These percentages may differ for finance charge collections, principal collections, interchange and charged-off amounts. The pooling and servicing agreement determines whether collections are finance charge collections or principal collections, with recoveries on charged-off accounts included in finance charge collections. Once this determination is made, finance charge and principal collections are generally not interchangeable; each can only be used to fund certain payments, deposits and reimbursements. When Discover Bank charges off a receivable as uncollectible, it reduces the amount of principal receivables in the master trust, and allocates a portion of the amount charged off against the investor interest in receivables represented by each certificate, including an allocation to the collateral certificate based on the series charge-off percentage for Series 2007-CC. However, the note issuance trust typically uses series finance charge amounts, which include finance charge collections and interchange received from the collateral certificate and investment income from certain note issuance trust accounts, to pay interest and to reimburse you for charged-off receivables that have been allocated to the collateral certificate, reinvesting the amount of such reimbursement in the collateral certificate — and thus reinstating your interest in principal receivables — or paying them out as principal. The note issuance trust typically uses series principal amounts, which include principal collections received from the collateral certificate and amounts used to reimburse you for charged-off receivables, to reinvest in the collateral certificate or to repay your principal. However, principal collections may also be used to cover interest and servicing fees and to reimburse charge-offs in certain circumstances.
	For series other than Series 2007-CC, if any, the master trust may use each master trust series’ share of collections and other income to make required payments, to pay its share of servicing fees and to reimburse its share of charged-off amounts. If a master trust series has more collections and other income than it needs in any month, the master trust may make the excess collections and other income available to other master trust series, so those master trust series may make their payments and reimbursements. The master trust will make a proportionate share of excess amounts available to the note issuance trust through the collateral certificate to cover any shortfalls with respect to the notes. If the note issuance trust has more collections and other income than it needs in any month to make required payments, reimbursements for the notes and required deposits into applicable reserve accounts, it will return the excess to the master trust to the extent necessary to cover shortfalls for other master trust series, if any. You will not be entitled to receive these excess collections or other income.
Note Issuance Trust Cash Flows	We have summarized, first, the manner in which the note issuance trust prioritizes the allocation of series finance charge amounts, which include finance charge collections and interchange allocated to the collateral certificate from the master trust and investment income on note issuance trust accounts; and second, the manner in which the note

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issuance trust prioritizes series principal amounts, which include principal collections allocated to the collateral certificate from the master trust and series finance charge amounts that the note issuance trust has already used to reimburse charge-offs. You should review the numbered steps listed in “Deposits and Allocation of Funds for DiscoverSeries Notes — Cash Flows” for more detailed information about these cash flows.
In general, DCENT uses series finance charge amounts for the DiscoverSeries in the following order of priority on each distribution date, to the extent funds are available:
(1)	to deposit monthly interest, swap payments or accreted discount for Class A;
(2)	to deposit monthly interest, swap payments or accreted discount for Class B;
(3)	to deposit monthly interest, swap payments or accreted discount for Class C;
(4)	to pay servicing fees with respect to the collateral certificate;
(5)	to deposit monthly interest, swap payments or accreted discount for Class D;
(6)	to reimburse current charged-off receivables;
(7)	to reimburse Class A nominal liquidation amount deficits;
(8)	to reimburse Class B nominal liquidation amount deficits;
(9)	to reimburse Class C nominal liquidation amount deficits;
(10)	to reimburse Class D nominal liquidation amount deficits;
(11)	to make any targeted deposits into the accumulation reserve subaccounts in anticipation of maturing tranches of notes;
(12)	to make any targeted deposits into the Class C reserve subaccounts for Class C notes if the applicable excess spread funding triggers have been breached;
(13)	to make any targeted deposits into the Class D reserve subaccounts for Class D notes, if any, if the applicable excess spread funding triggers have been breached;
(14)	to make deposits into the master trust’s finance charge collections reallocation account for reallocation to any other series of master trust certificates and other series of notes; and
(15)	to pay to Discover Funding LLC.
In general, DCENT uses series principal amounts, including series finance charge amounts that have been used to reimburse current and

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	past charged-off receivables pursuant to steps (6) through (10) above and as a result are recharacterized as series principal amounts, for the DiscoverSeries in the following order of priority on each distribution date, to the extent funds are available:
	(1)	to deposit any shortfalls in monthly interest, swap payments or accreted discount for Class A, to the extent of series principal amounts allocable to Class B, Class C and Class D;
	(2)	to deposit any shortfalls in monthly interest, swap payments or accreted discount for Class B, to the extent of series principal amounts allocable to Class C and Class D;
	(3)	to deposit any shortfalls in monthly interest, swap payments or accreted discount for Class C, to the extent of series principal amounts allocable to Class D;
	(4)	to pay any shortfalls in servicing fees with respect to the collateral certificate, to the extent of series principal amounts allocable to Classes B, C and D;
	(5)	to make any targeted deposit to pay Class A principal;
	(6)	to make any targeted deposit to prefund the Class A notes;
	(7)	to make any targeted deposit to pay Class B principal;
	(8)	to make any targeted deposit to prefund the Class B notes;
	(9)	to make any targeted deposit to pay Class C principal;
	(10)	to make any targeted deposit to prefund the Class C notes;
	(11)	to make any targeted deposit to pay Class D principal;
	(12)	to make deposits into the master trust’s principal collections reallocation account for reallocation to any other series of master trust certificates and other series of notes; and
	(13)	to make deposits into the master trust’s collections account for reinvestment in new receivables.
	[Include any allocation provisions to permit other subordinated allocations of series finance charge amounts if required under the terms of the Class [    ]([    ]-[    ]) notes.]
Subordination	[For Class A: The Class A notes are not subordinated in right of payment of principal and interest to any other class of notes.]
	[For Class B: The Class B([    ]-[    ]) notes are subordinated in right of payment of principal and interest to the Class A notes of the DiscoverSeries and provide loss protection to those Class A notes, regardless of whether the Class B([    ]-[    ]) notes are issued before, at the same time as or after the Class A notes of the DiscoverSeries. Principal amounts allocable to the Class B notes may be applied to

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	make interest payments on the Class A notes of the DiscoverSeries or to pay servicing fees on the receivables. Although the amount of loss protection provided by the Class B([    ]-[    ]) notes is limited to their proportionate share of the required subordinated amount of Class B notes for the Class A notes of the DiscoverSeries and may vary over time, at any time it is possible that the entire nominal liquidation amount of the Class B([    ]-[    ]) notes will provide loss protection to the Class A notes of the DiscoverSeries. The note issuance trust may issue additional senior notes from time to time that increase the extent to which the Class B([    ]-[    ]) notes provide loss protection to the Class A notes of the DiscoverSeries and you will have no right to consent to, or object to, any such issuance of senior notes.]
	[For Class C: The Class C([    ]-[    ]) notes are subordinated in right of payment of principal and interest to the Class A and Class B notes of the DiscoverSeries and provide loss protection to those Class A and Class B notes, regardless of whether the Class C([    ]-[    ]) notes are issued before, at the same time as or after the Class A notes and Class B notes of the DiscoverSeries. Principal amounts allocable to the Class C notes may be applied to make interest payments on the Class A and Class B notes of the DiscoverSeries or to pay servicing fees on the receivables. Although the amount of loss protection provided by the Class C([    ]-[    ]) notes is limited to their proportionate share of the required subordinated amounts of Class C notes for the Class A and Class B notes of the DiscoverSeries and may vary over time, at any time it is possible that the entire nominal liquidation amount of the Class C([    ]-[    ]) notes will provide loss protection to the Class A and Class B notes of the DiscoverSeries. The note issuance trust may issue additional senior notes from time to time that increase the extent to which the Class C([    ]-[    ]) notes provide loss protection to the Class A and Class B notes of the DiscoverSeries and you will have no right to consent to, or object to, any such issuance of senior notes.]
Initial Principal Amount	$[●]. [The note issuance trust may offer and sell Class [    ]([    ]-[    ]) notes having an initial principal amount that is either greater or less than this amount and will be reflected in the final prospectus.]
[Initial Dollar Principal Amount]	[$[●].] [The initial dollar principal amount of these notes has been determined by converting [●] to U.S. dollars based on [the spot exchange rate as of [●]].
Initial Nominal Liquidation Amount	$[●]. The nominal liquidation amount of a class or tranche of notes corresponds to the portion of the investor interest in receivables represented by the collateral certificate that supports that class or tranche. See “The Notes — Stated Principal Amount, Outstanding Dollar Principal Amount, Adjusted Outstanding Dollar Principal Amount and Nominal Liquidation Amount — Nominal Liquidation Amount” and “Deposits and Allocation of Funds for DiscoverSeries Notes — Cash Flows” for a discussion of how the nominal liquidation amount for the Class [    ]([    ]-[    ]) notes may increase or decrease over time. Further, the note issuance trust may offer and sell Class [    ]([    ]-[    ]) notes having an initial principal amount that is either greater or less than the amount set forth above. If the initial principal amount of Class [    ]([    ]-[    ]) notes changes, the initial nominal liquidation amount will also be modified and will be reflected in the final prospectus.

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Outstanding Dollar Principal Amount, Adjusted Outstanding Dollar Principal Amount and Nominal Liquidation Amount	[The outstanding dollar principal amount of the Class [    ]([    ]-[    ]) notes is the principal amount owed with respect to those notes]1. The note issuance trust makes interest and principal payments on the notes based on the outstanding dollar principal amount of the tranche. In the event of any losses of principal of any amounts on deposit in the principal funding subaccount for a tranche of notes, the outstanding dollar principal amount for such notes will be reduced by the amount of such losses. The outstanding dollar principal amount also declines as principal is paid on the tranche.
	The adjusted outstanding dollar principal amount of the Class [    ]([    ]-[    ]) notes is the outstanding dollar principal amount minus any amounts on deposit in the principal funding subaccount for the Class [    ]([    ]-[    ]) notes to pay principal of the Class [    ]([    ]-[    ]) notes or on deposit on a temporary basis as a result of a prefunding.
	Initially, the nominal liquidation amount of the Class [    ]([    ]-[    ]) notes equals the outstanding dollar principal amount of the Class [    ]([    ]-[    ]) notes. The nominal liquidation amount reflects the portion of the investor interest in receivables represented by the collateral certificate that supports the Class [    ]([    ]-[    ]) notes. The note issuance trust generally allocates to each tranche the collections, interchange and charged-off receivables allocated to the collateral certificate based on the nominal liquidation amount of such tranche.
	The nominal liquidation amount of the Class [    ]([    ]-[    ]) notes will decrease as principal collections are deposited into the principal funding subaccount for the Class [    ]([    ]-[    ]) notes to be paid to the Class [    ]([    ]-[    ]) noteholders at a later time[, or, for senior notes, held on a temporary basis as a result of prefunding]. The nominal liquidation amount of the Class [    ]([    ]-[    ]) notes may decrease as a result of losses due to unreimbursed charged-off receivables that are allocated to the Class [    ]([    ]-[    ]) notes, either directly [or, for subordinated notes, as a result of the application of the subordination provisions of the DiscoverSeries and the application of subordinated notes’ principal allocation to pay interest on senior classes and servicing fees]. The nominal liquidation amount of the Class [    ]([    ]-[    ]) notes may increase if losses previously allocated to the Class [    ]([    ]-[    ]) notes are reimbursed at a later time in accordance with the cash flows for the Discover Series. These changes to the nominal liquidation amount will not affect the outstanding dollar principal amount of the Class [    ]([    ]-[    ]) notes.
	Although the nominal liquidation amount of the Class [    ]([    ]-[    ]) notes and the outstanding dollar principal amount of the Class [    ]([    ]-[    ]) notes are related, they may diverge; for instance, as the note issuance trust accumulates principal in the principal funding subaccount for the

¹  [Replace first sentence if notes are foreign currency notes: The outstanding dollar principal amount of the Class [    ]([    ]-[    ]) notes is the amount of dollars that will be converted to such foreign currency to pay principal on the notes.][Insert for discount notes: The outstanding dollar principal amount of the Class [    ]([    ]-[    ]) notes is the amount stated in, or determined by the following formula: [            ], which amount will increase over time as principal accretes on the Class [    ]([    ]-[    ]) notes.]

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	Class [    ]([    ]-[    ]) notes, the nominal liquidation amount of the Class [    ]([    ]-[    ]) notes will decline but the outstanding dollar principal amount of the Class [    ]([    ]-[    ]) notes will not be affected until principal amounts are paid to you.
	For a more detailed discussion of the outstanding dollar principal amount, the adjusted outstanding dollar principal amount and the nominal liquidation amount, see “The Notes — Stated Principal Amount, Outstanding Dollar Principal Amount, Adjusted Outstanding Dollar Principal Amount and Nominal Liquidation Amount” and “Deposits and Allocation of Funds for DiscoverSeries Notes — Cash Flows.”
Interest Rate	[For Floating: [LIBOR] [EURIBOR] [other indices limited exclusively to interest rates] +/-] [●]% per year.
	[“LIBOR” will mean, for the Class [    ]([    ]-[    ]) notes, the London interbank offered rate for [one-month][three-month] United States dollar deposits determined two business days before the start of each interest accrual period, as appearing on Reuters Screen LIBOR01 as of 11:00 a.m., London time, on such day. If that rate does not appear on Reuters Screen LIBOR01, the indenture trustee will determine the rate on the basis of the rates for [one-month][three-month] United States dollar deposits offered by major banks in the London interbank market, selected by the indenture trustee, at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market. If LIBOR cannot be determined in accordance with these procedures, LIBOR will be the rate determined on the prior determination date.]
	[The indenture trustee will calculate floating interest rates based on LIBOR for the Class [    ]([    ]-[    ]) notes [monthly][quarterly].] Interest will be calculated on the outstanding dollar principal amount of the notes for the period from and including the preceding interest payment date (or for the first interest payment date, from and including the issuance date for the notes) to but excluding the current interest payment date on the basis of the actual number of days elapsed and a 360-day year.]]
	[For Fixed: [●]% per year.
	Interest will be calculated on the outstanding dollar principal amount of the notes for the period from and including the preceding interest payment date (or for the first interest payment date, from and including the issuance date for the notes and assuming the month in which the notes are issued has 30 days) to but excluding the current interest payment date on the basis of a 360-day year of twelve 30-day months. For the avoidance of doubt, assuming a closing on [●] [●], 20[●], the first interest accrual period will have [●] days.]
	The allocation of interest to a senior class of DiscoverSeries notes on any distribution date is senior to the allocation of interest on subordinated classes of DiscoverSeries notes on that date. Generally, no allocation of interest will be made to any Class B notes until the required allocation of interest has been made to the Class A notes. Similarly, generally, no allocation of interest will be made to any Class C notes until the required allocation of interest has been made to the

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	Class A and the Class B notes. However, any funds on deposit in the Class C reserve subaccount for a tranche of Class C notes will be available only to holders of those Class C notes to cover shortfalls of interest on any interest payment date. Generally, no allocation of interest will be made to any Class D notes until the required allocation of interest has been made to the Class A notes, the Class B notes and the Class C notes, and the servicing fee with respect to the collateral certificate has been paid.
Interest Payment Dates	The 15th day of each month, or the next business day, beginning in [●]. The note issuance trust will pay your interest on each interest payment date from the funds on deposit in the interest funding subaccount for your tranche on that date.
[Accreted Discount]	[[INSERT Provisions for accretion of discount on discount notes]. [The note issuance trust will generally make allocations for these amounts in the same priority as it makes interest allocations.]
Distribution Dates	The distribution date is the date in each month, which will be the 15th day of the month or the next business day, on which:
	•	the master trust allocates collections from the preceding calendar month to the collateral certificate and the trustee for the master trust pays them to the indenture trustee or deposits them into appropriate accounts, and
	•	the note issuance trust allocates series finance charge amounts and series principal amounts to the DiscoverSeries notes.
Expected Issuance Date	[●], 20[●].
Cut-off Date	[●], 20[●]. The cut-off date is the date from which collections on the master trust’s receivables are allocated to the collateral certificate in an increased amount reflecting the issuance of the Class [    ]([    ]-[    ]) notes. Because the Discover Card Master Trust I is a master trust with an already established pool of receivables and the collateral certificate is already owned by the note issuance trust, the cut-off date is not the date on which receivables are treated as belonging to the master trust or the collateral certificate is treated as being owned by the note issuance trust, but is used solely to determine investor allocations. The master trust is entitled to all receivables arising on accounts from the dates on which such accounts were designated as trust accounts, which includes such designations at the formation of the master trust in 1993 and on numerous additional dates thereafter.
Expected Maturity Date	[[●] [●], 20[●].][[For tranches that provide for scheduled monthly payments of principal: The expected maturity date is the date of the last scheduled payment.]] The note issuance trust will be scheduled to pay principal on the Class [    ]([    ]-[    ]) notes of DiscoverSeries notes [in a single payment on [●]] [in monthly payments beginning on [●]].
	[For Class A: [    ]. The note issuance trust expects to pay the stated principal amount of the Class A([    ]-[    ]) notes in one payment on their expected maturity date, and is obligated to do so if funds are available for that purpose. If the stated principal amount of the Class A([    ]-[    ]) notes is not paid in full on the expected maturity date due to insufficient funds, noteholders will generally not have any remedies against the

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	note issuance trust until the legal maturity date of the Class A([    ]-[    ]) notes. If an early redemption event or an event of default occurs, the note issuance trust will pay principal monthly and the final principal payment may be made before or after [●].]
	[For Class B: [    ]. The note issuance trust expects to pay the stated principal amount of the Class B([    ]-[    ]) notes in one payment on their expected maturity date, and is obligated to do so if funds are available for that purpose and the payment of the Class B([    ]-[    ]) notes would not reduce the nominal liquidation amount of Class B DiscoverSeries notes below the required subordinated amount of Class B DiscoverSeries notes for the Class A DiscoverSeries notes. If the stated principal amount of the Class B([    ]-[    ]) notes is not paid in full on the expected maturity date due to insufficient funds, or because such payment would cause a shortfall in the required subordinated amount of Class B DiscoverSeries notes for the Class A DiscoverSeries notes, noteholders will generally not have any remedies against the note issuance trust until the legal maturity date of the Class B([    ]-[    ]) notes. If an early redemption event or an event of default occurs, the note issuance trust will pay principal monthly and the final principal payment may be made before or after [●]. The note issuance trust will not be permitted to pay principal for notes in subordinated classes before their legal maturity date unless the usage of those subordinated classes by any tranche of senior notes is zero and the remaining notes in the class will be sufficient to satisfy required subordinated amounts for all senior notes, after giving effect to any prefunding of senior notes to permit such payments.]
	[For Class C: [    ]. The note issuance trust expects to pay the stated principal amount of the Class C([    ]-[    ]) notes in one payment on their expected maturity date, and is obligated to do so if funds are available for that purpose and the payment of the Class C([    ]-[    ]) notes would not reduce the nominal liquidation amount of Class C DiscoverSeries notes below the required subordinated amount of Class C DiscoverSeries notes for the Class A or Class B DiscoverSeries notes. If the stated principal amount of the Class C([    ]-[    ]) notes is not paid in full on the expected maturity date due to insufficient funds, or because such payment would cause a shortfall in the required subordinated amount of Class C DiscoverSeries notes for the Class A or Class B DiscoverSeries notes, noteholders will generally not have any remedies against the note issuance trust until the legal maturity date of the Class C([    ]-[    ]) notes. If an early redemption event or an event of default occurs, the note issuance trust will pay principal monthly and the final principal payment may be made before or after [●]. The note issuance trust will not be permitted to pay principal for notes in subordinated classes before their legal maturity date unless the usage of those subordinated classes by any tranche of senior notes is zero and the remaining notes in the class will be sufficient to satisfy required subordinated amounts for all senior notes, after giving effect to any prefunding of senior notes to permit such payments.]
Average Life	Assuming (i) closing occurs on [●], 20[●], (ii) no early redemption event or event of default occurs and (iii) payment will be made in full on the expected maturity date and adjusting for weekends and holidays, the average life is expected to be [●] years. The average life calculation for the notes is based on a [360-day year of twelve 30-day months].

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Legal Maturity Date	[●] [●], 20[●]. If the note issuance trust owes principal on the legal maturity date for the Class [    ]([    ]-[    ]) notes, it will cause the master trust to sell receivables up to the Class [    ]([    ]-[    ]) notes’ remaining nominal liquidation amount plus accrued and unpaid interest to repay the Class [    ]([    ]-[    ]) notes. On and after the legal maturity date, the investor interest in receivables represented by the collateral certificate will no longer reflect the nominal liquidation amount of this tranche, the master trust will not allocate collections or interchange to the collateral certificate based on the nominal liquidation amount of this tranche and the note issuance trust will not allocate series finance charge amounts or series principal amounts to this tranche.
Revolving Period	We refer to any period during which all principal amounts allocated to the note issuance trust are reinvested to maintain the investor interest in receivables represented by the collateral certificate as the “revolving period” for the collateral certificate. The collateral certificate will be in its revolving period at any time the note issuance trust is not funding principal deposits for any tranche of notes, including the Class [    ]([    ]-[    ]) notes. However, credit card receivables by their nature are revolving assets, by which we mean that new receivables are continually generated and repaid in the related accounts. The master trust will continue to acquire new receivables generated in the accounts during all periods that the collateral certificate is outstanding, including during periods that are not part of the revolving period. Even when any revolving period for the collateral certificate ends, new receivables generated in the accounts continue to be treated as master trust assets and additional accounts may be designated to the master trust; provided that the receivables related to such accounts meet the master trust’s eligibility requirements.
Accumulation Period	The note issuance trust will begin to accumulate cash in the principal funding subaccount for a tranche of notes on the date specified in the prospectus or prospectus supplement, as applicable, related to such tranche and for the Class [    ]([    ]-[    ]) notes on [●] [●], 20[●], or the next business day, using collections it receives on or after [●] [●], 20[●], to pay principal at the expected maturity date, unless (i) this process is delayed by the calculation agent on behalf of the note issuance trust, (ii) the note issuance trust has already prefunded the principal funding subaccount following the expected maturity date of a subordinated tranche of notes, or (iii) an early redemption event or an event of default has occurred. See “Deposits and Allocation of Funds for DiscoverSeries Notes — Prefunding.” The calculation agent may not delay the commencement of the accumulation period for any tranche of notes beyond the first day of the month immediately prior to the month in which the expected maturity date for such tranche occurs. The note issuance trust will be scheduled to accumulate series principal amounts and similar amounts reallocated from other series of master trust certificates and other series of notes in the principal funding subaccount for the Class [    ]([    ]-[    ]) notes over several months, so that it will have collections available to make the final payment.
	The calculation agent on behalf of the note issuance trust is required to shorten the accumulation period for a tranche of notes only if the calculation agent determines in good faith that certain conditions will be satisfied, including that the calculation agent reasonably believes, based on the payment rate and the anticipated availability of series

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	principal amounts and similar amounts reallocated from any other series of master trust certificates and other series of notes, that delaying the start of the accumulation period for a tranche of notes will not result in failure to make full payment of any tranche of notes on its expected maturity date.
	Discover Funding LLC will not have to obtain confirmation from the applicable note rating agencies hired by the note issuance trust that shortening the accumulation period for this tranche of notes will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings, unless at the time of such shortening there is outstanding another tranche of notes that was issued before January 1, 2009 for which the accumulation period has already been shortened. Discover Bank, as calculation agent, will give notice to the applicable note rating agencies in the event the accumulation period for this tranche of notes is shortened.
	Except for any series principal amounts allocable to subordinated notes that have been used to pay interest on senior notes or servicing fees, series principal amounts allocable to a tranche of notes and not applied to pay interest on senior classes and servicing fees will be applied to tranches of DiscoverSeries notes which are accumulating or prefunding principal, based on seniority; deposited in the master trust’s principal collections reallocation account to pay principal of any other series of master trust certificates or other series of notes; or deposited in the master trust collections account for reinvestment in the collateral certificate.
Servicing Fee	The master servicer is paid a monthly servicing fee, on behalf of DCENT as holder of the collateral certificate, the certificateholders of each other outstanding series of master trust certificates, if any, and the depositor, for each calendar month in an amount equal to 2% per annum, calculated monthly on the basis of a 360-day year of twelve 30-day months, of the aggregate amount of receivables, excluding finance charge receivables, in the master trust on the first day of that calendar month.
	The monthly servicing fee compensates the master servicer for its activities, including its activities as calculation agent for the note issuance trust, and reimburses it for its expenses, including costs related to any servicing or subservicing arrangements. See “Servicing — Servicing Compensation and Payment of Expenses.” The monthly servicing fee is allocated among the transferor interest (held by Discover Funding LLC as depositor), Series 2007-CC [and each other series of master trust certificates]. The portion of this servicing fee allocated to the DiscoverSeries notes is based on the nominal liquidation amount of each tranche of DiscoverSeries notes. The note issuance trust allocates funds for payment of servicing fees so allocated to the collateral certificate pursuant to the cash flows, as described in “Deposits and Allocation of Funds for DiscoverSeries Notes — Fees and Expenses Payable from Collections” and “—Cash Flows.” If additional collateral certificates are transferred to DCENT in the future, it will likely pay an additional servicing fee with respect to the investor interest in receivables represented by that additional collateral certificate.

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Asset Representations Reviewer Fee	The asset representations reviewer will be paid [[a monthly][an annual]] fee of $[●] by Discover Bank in accordance with the asset representations review agreement. However, that fee does not include the fees and expenses of the asset representations reviewer in connection with an asset review. Under the asset representations review agreement, the asset representations reviewer will be entitled to receive a fee in connection with the asset review of [$[●] for each account included in the review][$[●] per hour][insert any other rate agreed upon by asset representations reviewer and Discover Bank], which will be paid by Discover Bank.
Credit Enhancement
General	In general, the subordinated notes of the DiscoverSeries serve as credit enhancement for all of the senior notes of the DiscoverSeries, regardless of whether the subordinated notes are issued before, at the same time as or after the senior notes of the DiscoverSeries. Class A notes receive credit enhancement through the subordination of interest and principal payments on Class B notes, Class C notes and Class D notes and through loss protection provided by such notes. Similarly, Class B notes receive credit enhancement through the subordination of interest and principal payments on Class C notes and Class D notes and through loss protection provided by such notes. In the same manner, Class C notes receive credit enhancement through the subordination of interest and principal payments on Class D notes and through loss protection provided by such notes. The amount of subordination available to provide credit enhancement to any tranche of notes is limited by its available subordinated amount of each class of notes that is subordinated to it. Each senior tranche of notes has access to credit enhancement from those subordinated notes only in an amount not exceeding its required subordinated amount minus the amount of usage of that required subordinated amount. When we refer to “usage of the required subordinated amount,” we refer to the amount by which the nominal liquidation amount of subordinated notes providing credit enhancement to that tranche of senior notes has declined as a result of losses relating to charged-off receivables and the application of subordinated notes’ principal allocations to pay interest on senior classes and servicing fees. Losses that increase usage may include losses relating to charged-off receivables that are allocated directly to a class of subordinated notes; losses relating to usage of available subordinated amounts by another class of notes that shares credit enhancement from those subordinated notes, which is allocated proportionately to the senior notes supported by those subordinated notes; and losses reallocated to the subordinated notes from the applicable tranche of senior notes. Usage may be reduced in later months if excess finance charge amounts are available to reimburse losses or to reinstate other amounts used by the subordinated notes to reimburse losses. See “—Required Subordinated Amount and Conditions to Issuance” below and “The Notes — Required Subordinated Amount and Usage” for a discussion of required subordinated amounts and usage. If all available subordinated amounts for any tranche of notes have been reduced to zero, losses will be allocated to that tranche of notes and to each other tranche for which all available subordinated amounts are zero pro rata based on the nominal liquidation amount of each tranche of notes. Series principal amounts allocable to the Class [A][B][C]([    ]-[    ]) notes will be applied to

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	tranches of DiscoverSeries notes which are accumulating or prefunding principal, based on seniority; deposited in the master trust’s principal collections reallocation account to pay principal of other series of master trust certificates or other series of notes; or deposited in the master trust collections account for reinvestment in the collateral certificate.
	[In addition to credit enhancement provided by the Class D notes, Class C notes receive credit enhancement through deposits into a Class C reserve account if excess spread-based funding triggers are breached, as described in “—Excess Spread Percentage.” Funds on deposit in the Class C reserve subaccount for each tranche of Class C notes will be available to holders of those Class C notes to cover shortfalls of interest and to reimburse losses related to charged-off receivables or the application of series principal amounts allocated to such notes to pay interest on senior notes or servicing fees. Only the holders of the related tranche of Class C notes will have the benefit of the related Class C reserve subaccount. See “Deposits and Allocation of Funds for DiscoverSeries Notes — Class C Reserve Account” and “—Cash Flows.”]
	The note issuance trust may establish a Class D reserve account, although such an account has not been established at this time. If a Class D reserve account were established, Class D notes would receive credit enhancement through deposits into such account if excess spread-based funding triggers are breached, as described in “—Excess Spread Percentage.” Funds on deposit in any Class D reserve subaccount for each tranche of Class D notes would be available to holders of those Class D notes to cover shortfalls of interest and to reimburse losses related to charged-off receivables or the application of series principal amounts allocated to such notes to pay interest on senior notes or servicing fees. Only the holders of the related tranche of Class D notes would have the benefit of any related Class D reserve subaccount. See “Deposits and Allocation of Funds for DiscoverSeries Notes — Class D Reserve Account” and “—Cash Flows.”]
Required Subordinated Amount and Conditions to Issuance	The conditions described under “The Notes — Issuances of New Series, Classes and Tranches of Notes” must be satisfied in connection with any new issuance of notes. In particular, in order to issue a tranche — or additional notes within a tranche — the following conditions must be satisfied:
	•	with respect to an issuance of Class A notes, immediately after the issuance, the nominal liquidation amount of the outstanding Class B notes must be at least equal to the aggregate required subordinated amount of Class B notes for all outstanding Class A notes, determined after giving effect to any usage of that required subordinated amount by outstanding tranches of Class A notes;
	•	with respect to an issuance of Class A notes or Class B notes, immediately after the issuance, the nominal liquidation amount of the outstanding Class C notes must be at least equal to the aggregate required subordinated amount of Class C notes for all outstanding Class B notes, plus the aggregate required subordinated amount of Class C notes for all outstanding Class A notes that do not receive loss protection from the Class B notes, in

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		each case determined after giving effect to any usage of that required subordinated amount by outstanding tranches of such Class A or Class B notes, as applicable; and
	•	with respect to an issuance of Class A notes, Class B notes or Class C notes, immediately after the issuance, the nominal liquidation amount of the outstanding Class D notes must be at least equal to the aggregate required subordinated amount of Class D notes for all outstanding Class C notes, determined after giving effect to any usage of that required subordinated amount by outstanding tranches of such Class A notes, Class B notes or Class C notes, as applicable.
	The required subordinated amount for a senior class or tranche of notes is the nominal liquidation amount of subordinated notes that is required to be outstanding and available to provide subordination for that class or tranche of senior notes on the date when that class or tranche of senior notes is issued. The Class [    ]([    ]-[    ]) notes will have required subordinated percentages as set forth below. [For Class A: We refer to the portions of Class B and Class C notes that are providing credit enhancement to senior tranches as the “encumbered” portion and the portions of Class B and Class C notes that are not as “unencumbered.”] [For Class B: These percentages vary for Class B notes based on whether and to what extent they are providing credit enhancement to the Class A notes. We refer to the portions of Class B notes that are providing credit enhancement to senior tranches as the “encumbered” portion and the portions of Class B notes that are not as “unencumbered.”] [For Class C: These percentages vary for Class C notes based on whether and to what extent they are providing credit enhancement to the senior tranches of notes. We refer to the portion of Class C notes that are providing credit enhancement to senior tranches as the “encumbered” portion and the portions of Class C notes that are not as “unencumbered.”]
	Further, if the issuance of new DiscoverSeries notes is expected to result in an increase in the targeted deposit amount for any Class C reserve subaccounts or any Class D reserve subaccounts for any tranches of Class C notes or Class D notes, as applicable, DCENT shall deposit an amount equal to such increase into each such Class C reserve subaccount or Class D reserve subaccount, as applicable, from the proceeds of such new notes. See the chart in “Prospectus Summary — Credit Enhancement — Required Subordinated Amount and Required Subordinated Percentage” for a depiction of required subordinated amounts and “The Notes — Required Subordinated Amount and Usage” for a general discussion of required subordinated amounts and available subordinated amounts. You will not have the right to consent to the issuance of any additional notes.
[For Class A: Required Subordinated Percentage of Class B Notes	Initially, [●]% for the Class A([    ]-[    ]) notes. DCENT may change the required subordinated percentage of Class B notes for your tranche from time to time. See “Risk Factors — Possible Changes in Required Subordination Percentage and Other Provisions.” However, each applicable note rating agency hired by the note issuance trust must confirm that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings.]

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[For Class A: Required Subordinated Amount of Class B Notes	The required subordinated amount of Class B notes is determined by multiplying the required subordinated percentage of Class B notes by the nominal liquidation amount of the Class A([    ]-[    ]) notes.]
[For Class A and Class B: Required Subordinated Percentage of Class C Notes	[[For Class A: Initially, [●]% for the Class A([    ]-[    ]) notes. DCENT may change the required subordinated percentage of Class C notes for your tranche from time to time. See “Risk Factors — Possible Changes in Required Subordination Percentage and Other Provisions.” However, each applicable note rating agency hired by the note issuance trust must confirm that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings.]
	[For Class B: Initially, [●]% with respect to the encumbered portion of the Class B([    ]-[    ]) notes and [●]% with respect to the unencumbered portion of the Class B([    ]-[    ]) notes. When we refer to the “encumbered portion” of the Class B([    ]-[    ]) notes, we refer to the portion of the nominal liquidation amount of the Class B([    ]-[    ]) notes that is providing credit enhancement to the Class A notes of the DiscoverSeries, determined based on the total required subordinated amount of Class B notes for all Class A notes in the DiscoverSeries and the nominal liquidation amount of all Class B notes in the DiscoverSeries. When we refer to the “unencumbered portion” of the Class B([    ]-[    ]) notes, we refer to the portion of the nominal liquidation amount of the Class B([    ]-[    ]) notes that is not currently providing credit enhancement to the Class A notes of the DiscoverSeries. The required subordinated percentage of Class C notes for the encumbered portion of the Class B([    ]-[    ]) notes is intended to ensure that the amount of Class C notes providing loss protection to the Class B([    ]-[    ])) notes equals the amount of Class C notes providing loss protection to the Class A notes by which the Class C notes are encumbered at any time. DCENT may change the required subordinated percentage of Class C notes for your tranche from time to time. See “Risk Factors — Possible Changes in Required Subordination Percentage and Other Provisions.” However, each applicable note rating agency hired by the note issuance trust must confirm that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings.]]
[For Class A and Class B: Required Subordinated Amount of Class C Notes	[[For Class A: The required subordinated amount of Class C notes is determined by multiplying the [applicable] required subordinated percentage of Class C notes by the nominal liquidation amount of the Class A([    ]-[    ]) notes.]
	[For Class B: The applicable required subordinated amount of Class C notes is determined by multiplying the required subordinated percentage of Class C notes by the encumbered portion of the nominal liquidation amount of the Class B([    ]-[    ]) notes and the unencumbered portion of the nominal liquidation amount of the Class B([    ]-[    ]) notes. Various issuances of and payments or deposits for other tranches of

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	notes will affect the encumbered portion, the unencumbered portion and the required subordinated amount of Class C notes for this tranche of Class B([    ]-[    ]) notes and the Class B notes generally. The encumbered portion of the Class B([    ]-[    ]) notes will share credit enhancement from the Class C notes with the Class A notes, which will have the first priority with respect to that credit enhancement; accordingly, higher required subordinated amounts of Class C notes for the encumbered portion of the Class B([    ]-[    ]) notes may not reflect an improved credit enhancement position relative to the unencumbered portion. For additional information, see “The Notes — Required Subordinated Amount and Usage” in the accompanying prospectus.]]
Required Subordinated Percentage of Class D Notes	[For Class A: Initially, [●]% for the Class A([    ]-[    ]) notes. DCENT may change the required subordinated percentage of Class D notes for your tranche from time to time. See “Risk Factors — Possible Changes in Required Subordination Percentage and Other Provisions.” However, each applicable note rating agency hired by the note issuance trust must confirm that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings.]
	[For Class B: Initially, [●]% with respect to the encumbered portion of the Class B([    ]-[    ]) notes and [●]% with respect to the unencumbered portion of the Class B([    ]-[    ]) notes. The required subordinated percentage of Class D notes for the encumbered portion of the Class B([    ]-[    ]) notes is intended to ensure that the amount of Class D notes providing loss protection to the Class B([    ]-[    ]) notes equals the amount of Class D notes providing loss protection to the Class A notes by which the Class B notes are encumbered at any time. DCENT may change the required subordinated percentage of Class D notes for your tranche from time to time. See “Risk Factors — Possible Changes in Required Subordination Percentage and Other Provisions.” However, each applicable note rating agency hired by the note issuance trust must confirm that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings.]
	[For Class C: Initially, [●]% with respect to the encumbered portion of the Class C([    ]-[    ]) notes and [●]% with respect to the unencumbered portion of the Class C([    ]-[    ]) notes. When we refer to the “encumbered portion” of the Class C([    ]-[    ]) notes, we refer to the portion of the nominal liquidation amount of the Class C([    ]-[    ]) notes that is providing credit enhancement to the Class A and Class B notes of the DiscoverSeries, determined based on the total required subordinated amount of Class C notes for all Class A and Class B notes in the DiscoverSeries and the nominal liquidation amount of all Class C notes in the DiscoverSeries. When we refer to the “unencumbered portion” of the Class C([    ]-[    ]) notes, we refer to the portion of the nominal liquidation amount of the Class C([    ]-[    ]) notes that is not currently providing credit enhancement to the Class A and Class B notes of the DiscoverSeries. The required subordinated percentage of Class D notes for the encumbered portion of the Class C([    ]-[    ]) notes is intended to ensure that the amount of Class D notes providing loss protection to the Class C([    ]-[    ]) notes equals the amount of Class D notes providing loss protection to the Class A and Class B notes by

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	which the Class C notes are encumbered at any time. DCENT may change the required subordinated percentage of Class D notes for your tranche from time to time. See “Risk Factors — Possible Changes in Required Subordination Percentage and Other Provisions.” However, each applicable note rating agency hired by the note issuance trust must confirm that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings.]]
Required Subordinated Amount of Class D Notes	[For Class A: The required subordinated amount of Class D notes is determined by multiplying the required subordinated percentage of Class D notes by the nominal liquidation amount of the Class A([    ]-[    ]) notes.]
	[For Class B: The required subordinated amount of Class D notes is determined by multiplying the applicable required subordinated percentage of Class D notes by the encumbered portion of the nominal liquidation amount of the Class B([    ]-[    ]) notes and the unencumbered portion of the nominal liquidation amount of the Class B([    ]-[    ]) notes. Various issuances of and payments or deposits for other tranches of notes will affect the encumbered portion, the unencumbered portion and the required subordinated amount of Class D notes for this tranche of Class B([    ]-[    ])notes and the Class B notes generally. The encumbered portion of the Class B([    ]-[    ]) notes will share credit enhancement from the Class D notes with the Class A notes, which will have the first priority with respect to that credit enhancement; accordingly, higher required subordinated amounts of Class D notes for the encumbered portion of the Class B([    ]-[    ]) notes may not reflect an improved credit enhancement position relative to the unencumbered portion. For additional information, see “The Notes — Required Subordinated Amount and Usage.”]
	[For Class C: The required subordinated amount of Class D notes is determined by multiplying the applicable required subordinated percentage of Class D notes by the encumbered portion of the nominal liquidation amount of the Class C([    ]-[    ])notes and the unencumbered portion of the nominal liquidation amount of the Class C([    ]-[    ]) notes. Various issuances of and payments or deposits for other tranches of notes will affect the encumbered portion, the unencumbered portion and the required subordinated amount of Class D notes for this tranche of Class C([    ]-[    ])notes and the Class C notes generally. The encumbered portion of the Class C([    ]-[    ]) notes will share credit enhancement from the Class D notes with the Class A and Class B notes, which will both have higher priority with respect to that credit enhancement; accordingly, higher required subordinated amounts of Class D notes for the encumbered portion of the Class C([    ]-[    ]) notes may not reflect an improved credit enhancement position relative to the unencumbered portion. For additional information, see “The Notes — Required Subordinated Amount and Usage.”]
Required Subordinated Amount Example	The chart and the accompanying text below provide an illustrative example of the concept of required subordinated amounts. The stated percentages used in this example apply to the calculation for required subordinated amounts for DiscoverSeries notes reflected in the

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percentages set forth above under “—Required Subordinated Percentage of Class B Notes,” “Required Subordinated Percentage of Class C Notes” and “Required Subordinated Percentage of Class D Notes.” The dollar amounts used in this example are illustrative only and are not intended to represent any allocation of tranches of notes outstanding at any time.
$100MM Class A notes	$100MM Class A notes
$10MM Class B notes	Class A Required Subordinated Amount of Class B notes: $[●] encumbered Class B notes 1 2	$[●] unencumbered Class B notes 3
$10MM Class C notes	Class A Required Subordinated Amount of Class C notes: $[●] encumbered Class C notes 1 2	Class B Required Subordinated Amount of Class C notes (for unencumbered Class B notes only): $[●] encumbered Class D notes 3 4	$[●] unencumbered Class C notes 5
$16.364MM Class D notes	Class A Required Subordinated Amount of Class D notes: $[●] encumbered Class D notes 1 2	Class B Required Subordinated Amount of Class D notes (for unencumbered Class B notes only): $[●] encumbered Class D notes 4	Class C Required Subordinated Amount of Class D notes (for unencumbered Class C notes only): $[●] Encumbered Class D notes 5

1	The required subordinated percentage of Class B notes for the Class A notes is [●]%, the required subordinated percentage of Class C notes for the Class A notes is [●]% and the required subordinated percentage of Class D notes for the Class A notes is [●]%.
2	The amount of encumbered Class B notes is equal to the required subordinated amount of Class B notes for the Class A notes. The required subordinated amount of Class C notes for those encumbered Class B notes is equal to the required subordinated amount of Class C notes for the Class A notes. The required subordinated amount of Class D notes for those encumbered Class C notes is equal to the required subordinated amount of Class D notes for the Class A notes. The required subordinated percentage of Class C notes for encumbered Class B notes is [●]%.
3	The amount of unencumbered Class B notes is equal to $[●], which is the total nominal liquidation amount of Class B notes ($10MM) minus the encumbered Class B notes $[●]). The required subordinated amount of Class C notes for those unencumbered Class B notes is equal to $[●], which is [●]% of $[●].
4	The amount of encumbered Class C notes is equal to the required subordinated amount of Class C notes for the Class B notes. The required subordinated amount of Class D notes for those encumbered Class C notes is equal to the required subordinated amount of Class D notes for the Class A notes plus the required subordinated amount of Class D notes for unencumbered Class B notes. The required subordinated amount of Class D notes for unencumbered Class B notes is $[●], which is [●]% of $[●].
5	The amount of unencumbered Class C Notes is equal to $[●], which is the total nominal liquidation amount of the Class C notes ($10MM) minus the encumbered Class C notes ($[●]). The required subordinated amount of Class D notes for those unencumbered Class C notes is equal to $[●], which is [●]% of $[●].

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Excess Spread Percentage	Generally, the excess spread amount for the DiscoverSeries for any month is the difference, whether positive or negative, between
	(x)	the sum of (a) the amount of series finance charge amounts allocated to the DiscoverSeries pursuant to the indenture; (b) any amounts to be treated as series finance charge amounts pursuant to any terms document; (c) an amount equal to income earned on all funds on deposit in the principal funding account (including all subaccounts of such accounts) (net of investment expenses and losses); and (d) the amount withdrawn from the accumulation reserve subaccount to cover the accumulation negative spread on the principal funding subaccounts, and
	(y)	the sum of all interest, swap payments or accreted discount and servicing fees for the DiscoverSeries notes and reimbursement of all charged-off receivables allocated to the DiscoverSeries, in each case for the applicable period only.
	DiscoverSeries excess spread for periods from September 2009 to December 2011 included Series 2007-CC’s pro rata share of principal amounts that were available to be reallocated to it from Series 2009-SD, a special subordinated series that matured on January 17, 2012.
	The excess spread percentage for the DiscoverSeries is equal to the excess spread amount multiplied by twelve and divided by the sum of the nominal liquidation amounts of all outstanding tranches of DiscoverSeries notes. If the three-month rolling average excess spread percentage falls below specified levels, the note issuance trust will begin funding Class C reserve subaccounts and, if applicable, accumulation reserve subaccounts and Class D reserve subaccounts. Accumulation reserve subaccounts may also be funded if the calculation agent determines that the accumulation period will not be shortened to one month. If the three-month rolling average excess spread percentage falls below zero and, for so long as the Series 2007-CC collateral certificate is the only collateral certificate held by the note issuance trust a master trust level measure of excess spread discussed in “—Group Excess Spread Percentage” below and “The Notes — Redemption and Early Redemption of Notes — Early Redemption Events” also falls below zero, an excess spread early redemption event will occur. Such excess spread early redemption event may be cured if certain conditions are met. See “Risk Factors — Effects of an Early Redemption Event or Event of Default; Excess Spread Early Redemption Cure.” [For the distribution date in [●], the three-month rolling average excess spread percentage [was][will be] [●]%, without giving effect to the issuance of notes or certificates after [●] including the anticipated issuance of the Class [    ]([    ]-[    ]) notes. See “—Group Excess Spread Percentage” below.]
Group Excess Spread Percentage	The group excess spread percentage reflects the performance of the master trust. The group excess spread percentage is generally based on receivables yield and interchange allocations minus interest expense, servicing fees, charged-off receivables and credit enhancement fees for all series of master trust certificates (including, for the Series 2007-CC collateral certificate, any such amounts with respect to the notes). The three-month rolling average group excess spread percentage for the master trust is based on the group excess spread as an annualized

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	percentage of the investor interest in receivables for all series of master trust certificates, which was [●]% for the distribution date in [●], without giving effect to the issuance of notes or certificates after [●], including the anticipated issuance of the Class [    ]([    ]-[    ]) notes. For more information about the calculation of the group excess spread amount, see “The Notes — Redemption and Early Redemption of Notes.”
	All series of master trust certificates, other than Series 2007-CC, have been paid in full as of April 15, 2014. Accordingly, beginning with the May 2014 distribution date, the one-month group excess spread percentage equals the one-month excess spread percentage for the DiscoverSeries notes. The three-month group excess spread percentage likewise has converged with the three-month excess spread percentage for the DiscoverSeries notes, beginning on the distribution date in July 2014. However, certain actions with respect to the master trust or the note issuance trust, such as the issuance of a new series of master trust certificates or the acquisition of an additional collateral certificate to support the DiscoverSeries notes, could cause these percentages to diverge again in the future.
	Group excess spread for periods from September 2009 to December 2011 included principal amounts available to be reallocated from Series 2009-SD, a subordinated series that matured on January 17, 2012.
[For Class C: Class C Reserve Account	The note issuance trust will establish a Class C reserve subaccount to provide credit enhancement solely for the holders of the Class C([    ]-[    ]) notes. Funds on deposit in the Class C reserve sub-account will be available to holders of the Class C([    ]-[    ]) notes to cover shortfalls of interest and to reimburse losses related to charged-off receivables or the application of series principal amounts allocated to the Class C notes to pay interest on senior notes or servicing fees. [The cumulative targeted deposit in the Class C reserve account will be the adjusted outstanding dollar principal amount of all tranches of DiscoverSeries notes (other than the Class D notes) plus the amount of funds on deposit in the principal funding subaccounts for all tranches of DiscoverSeries notes in connection with the prefunding of senior notes, multiplied by the applicable funding percentage established in accordance with the following table:

Three-month average excess spread percentage for the DiscoverSeries notes	Funding percentage
4.50% or greater		0	%
4.00% to 4.49%		1.25	%
3.50% to 3.99%		2.00	%
3.00% to 3.49%		2.75	%
2.50% to 2.99%		3.50	%
2.00% to 2.49%		4.50	%
less than 2.00% or an early redemption event or event of default for the Class C([    ]-[    ]) notes has occurred and is continuing		6.00	%

The cumulative targeted deposit for the Class C reserve subaccount for the Class C([    ] [    ]) notes is a pro rata share of the cumulative targeted

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	deposit for the Class C reserve account, determined based on the ratio of the nominal liquidation amount for this tranche of Class C notes to the nominal liquidation amount of all tranches of Class C notes. The amount targeted to be in the Class C reserve subaccount will adjust monthly as the three-month average excess spread percentage rises or falls. If the targeted amount declines such that the amount on deposit in the Class C reserve subaccount for the Class C([    ]-[    ]) notes exceeds the adjusted targeted amount of the Class C reserve subaccount, the note issuance trust will withdraw the excess from the Class C reserve subaccount and treat it as series finance charge amounts. At any time an early redemption event or an event of default for the Class C([    ]-[    ] notes has occurred and is continuing, the funding percentage for the Class C reserve subaccount for the Class C([    ]-[    ]) notes will be the highest funding percentage set forth in the table above, and the targeted deposit will be based on the adjusted outstanding dollar principal amount of all tranches of notes as of the last day of the calendar month immediately preceding such event. See “Deposits and Allocation of Funds for DiscoverSeries Notes — Class C Reserve Account.”
	Increases in the funding percentage will lead to larger targeted deposits to the Class C reserve account and to the Class C reserve subaccount for the Class C([    ]-[    ]) notes, subject to the cash flow provisions of the indenture supplement. Series finance charge amounts may not be sufficient to make the full targeted deposits to the Class C reserve subaccount for the Class C([    ]-[    ]) notes in accordance with the cash flows. In such a case, the Class C reserve subaccount for this tranche may not be fully funded at the time of any interest or principal shortfall or any loss to these notes.]
Accumulation Reserve Account	The note issuance trust will establish an accumulation reserve subaccount to cover shortfalls in investment earnings on amounts, other than prefunded amounts, on deposit in the principal funding subaccount for the Class [    ]([    ]-[    ]) notes. Initially, the accumulation reserve account will not be funded. Unless the accumulation period for these notes is expected to be shortened to one month [or unless [●]], the calculation agent will determine the date on which the note issuance trust is required to start funding the accumulation reserve subaccount for the Class [    ]([    ]-[    ]) notes based on the three-month rolling average excess spread percentage for the DiscoverSeries pursuant to the table set forth in “Deposits and Allocation of Funds for DiscoverSeries Notes — Cash Flows.”
	If the three-month rolling average excess spread percentage falls below any level specified in this prospectus at any point after the note issuance trust would otherwise have started to fund the accumulation reserve sub-account, the note issuance trust will begin such funding on the next distribution date. For additional information about funding this account and making withdrawals from it, see “Deposits and Allocation of Funds for DiscoverSeries Notes — Cash Flows.”
Derivative Agreement	The note issuance trust may enter into derivative agreements for certain tranches of the DiscoverSeries notes as a source of funds to pay principal and interest on the notes. See “Sources of Funds to Pay the Notes — Derivative Agreements.” The note issuance trust has [not] entered into a derivative agreement for the Class [    ]([    ]-[    ]) notes.

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[Derivative Counterparty]	[Add name, organizational form and general character of the business of any derivative counterparty to the extent required. Describe the operation and material terms of any derivative agreement, including limits on amount and timing of payments. Describe material provisions regarding the substitution of the derivative counterparty.] [Based on a reasonable good faith estimate of maximum probable exposure, the significance percentage of the derivative agreement is [less than 10%][at least 10% but less than 20%][20% or more]. [Disclose other information regarding the derivative counterparty as required, including, but not limited to, a description of any material affiliations or business agreements/arrangements with any other material transaction party.]]
[Other Credit Enhancement]
[Supplemental Credit Enhancement and Supplemental Liquidity Agreement]	[The note issuance trust [has entered into and], in the future, may enter into supplemental credit enhancement agreements or supplemental liquidity agreements for certain tranches of the DiscoverSeries notes as a source of funds to pay principal of or interest on the notes. See “Sources of Funds to Pay the Notes — Supplemental Credit Enhancement Agreements and Supplemental Liquidity Agreements.” The note issuance trust has [not] entered into a supplemental credit enhancement agreement or supplemental liquidity agreement for the Class [    ]([    ]-[    ]) notes.]
	[Add name, organizational form and general character of the business of any supplemental credit enhancement or liquidity provider to the extent required. Describe the operation and material terms of any supplemental credit enhancement or liquidity agreement, including amount and timing of payments. Describe material provisions regarding the substitution of the supplemental credit enhancement or liquidity provider.] [Disclose other information regarding the supplemental credit enhancement provider as required, including, but not limited to, a description of any material affiliations or business agreements/arrangements with any other material transaction party.]
[Letter of Credit]	[The note issuance trust will obtain a letter of credit to serve as an additional source of funds to pay [principal of][interest on] the Class [    ]([    ]-[    ]) notes.] [Additional information to be provided as material.]
[Cash Collateral Guaranty or Account]	[The note issuance trust will obtain a cash collateral guaranty or account to serve as an additional source of funds to pay [principal of][interest on] the Class [    ]([    ]-[    ]) notes.] [Additional information to be provided as material.]
[Surety Bond or Insurance Policy]	[The note issuance trust will obtain a surety bond or insurance policy to serve as an additional source of funds to pay [principal of][interest on] the Class [    ]([    ]-[    ]) notes.] [Additional information to be provided as material.]
[Collateral Interest]	[The note issuance trust will issue a collateral interest to serve as an additional source of funds to pay [principal of][interest on] the Class [    ]([    ]-[    ]) notes.] [Additional information to be provided as material.]

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Early Redemption and Default of Notes
Early Redemption Events	Early redemption events are designed to help protect investors from certain developments that may adversely affect the note issuance trust and your investment in the notes. An early redemption event for the Class [    ]([    ]-[    ]) notes can occur when:
	•	this tranche reaches its expected maturity date, if it is not repaid in full on that date;
	•	the note issuance trust becomes an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”);
	•	certain events of insolvency or receivership occur with respect to Discover Bank;
	•	any amortization event for the collateral certificate, including the following, occurs:
		•	Discover Funding LLC fails to make any payment or deposit within five business days after the required date;
		•	Discover Funding LLC breaches certain representations, warranties or material covenants;
		•	certain events of insolvency or receivership occur with respect to Discover Funding LLC, [Discover Bank] or any additional originator;
		•	Discover Funding LLC becomes unable to continue to transfer receivables to the master trust;
		•	the master trust becomes an “investment company” within the meaning of the Investment Company Act;
		•	an event occurs, such as a breach of certain covenants or an insolvency event that allows investors to terminate the responsibilities of the master servicer or the servicer; or
		•	Discover Funding LLC fails to maintain the required amount of principal receivables in the master trust at the end of any month or on any distribution date and Discover Funding LLC fails to assign receivables in additional accounts or interests in other credit card receivables pools to the master trust in at least the amount of the deficiency within ten days;
	•	as a result of the invalidity of the pooling and servicing agreement, the series supplement for Series 2007-CC or certain transfers of receivables to the master trust, the failure of any security interest in such receivables to be perfected and of first priority, or the inaccuracy of certain representations and warranties related thereto, in each case to the extent that Discover Funding LLC is required to repurchase the transferred interests in receivables or investor certificates of Series 2007-CC as a result thereof;
	•	any amortization event for any additional collateral certificate added to the note issuance trust occurs;[or]
	•	[certain measures of excess cash flow for the DiscoverSeries notes, and the group of master trust series to which the collateral certificate belongs, are less than zero on a three-month rolling average basis;] [or]
	•	the excess spread amount for the DiscoverSeries notes is less than zero on a three-month rolling average basis, and for so long as the only collateral certificate owned by the note issuance trust is the Series 2007-CC collateral certificate, the group excess spread amount for the master trust is less than zero on a three-month rolling average basis. (See “Group Excess Spread Percentage” above for further information relating to this early redemption event.); [or]
	•	[specify any other events.]

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For some of these events to become amortization events for the collateral certificate, and accordingly early redemption events for the note issuance trust, the trustee for the master trust or a specified percentage of certificateholders, including the note issuance trust as holder of the collateral certificate, must declare them to be amortization events; others become amortization events automatically when they occur, as further described under “The Master Trust — Master Trust Amortization Events” in this prospectus. For so long as the Series 2007-CC collateral certificate is the only investor interest outstanding under the master trust, the note issuance trust will be the only certificateholder entitled to vote with respect to such an event. An amortization event for the collateral certificate, an event pursuant to which Discover Funding LLC is required to repurchase the transferred interests in the receivables or the collateral certificate, or an amortization event or similar repurchase event for an additional collateral certificate will not become an early redemption event if, at the time of such event, the note issuance trust owns one or more additional collateral certificates and is able to reinvest all amounts received as a result of such event in such additional collateral certificates (or, if such event occurs with respect to such additional collateral certificate, the note issuance trust is able to reinvest all such amounts in the Series 2007-CC collateral certificate). Any conditions for such reinvestment will be set forth in the documentation under which such additional collateral certificates are transferred to the note issuance trust, and the note issuance trust will only be able to enter into such documentation if the applicable note rating agencies hired by the note issuance trust confirm that the acquisition of such additional collateral certificate on such terms will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings. If an early redemption event occurs with respect to the Class [    ]([    ]-[    ]) notes, the note issuance trust will pay principal of the Class [    ]([    ]-[    ]) notes monthly if funds are available, subject to the cash flow [For Class B and Class C: and subordination] provisions of the indenture supplement. We note, however, that legislation and positions taken by the Federal Deposit Insurance Corporation (“FDIC”) indicate that an amortization event for the collateral certificate or an early redemption event or event of default for the notes may be subject to a temporary automatic stay in a conservatorship or receivership of Discover Bank and that any such event related solely to the appointment of a receiver for the sponsoring bank may be void or voidable under the Federal Deposit Insurance Act and consequently unenforceable.

[Subject to certain exceptions, the Class [    ]([    ]-[    ]) notes, which receive the benefit of a derivative agreement, may not be redeemed earlier than the expected maturity date of the Class [    ]([    ]-[    ]) notes notwithstanding the occurrence of one of these events. The note issuance trust will nonetheless begin to fund the principal funding subaccount for the Class [    ]([    ]-[    ]) notes during any period that such early redemption event is occurring but shall retain such funds on behalf of the noteholders until such expected maturity date. For the Class [    ]([    ]-[    ]) notes, if such event is subsequently cured, amounts so deposited may be reinvested in the collateral certificate.]

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	An early redemption event related solely to shortfalls in the excess spread amount for the DiscoverSeries notes and the master trust may be cured if certain conditions are met. See “Excess Spread Early Redemption Cure” below.
Excess Spread Early Redemption Cure	If an excess spread early redemption event for the Class [    ]([    ]-[    ]) Notes occurs because of the introduction of, or any change in, the interpretation of law, regulation or accounting guideline and any measure of excess spread on a one-month basis is restored to 4.50% on an annualized percentage basis on any distribution date within 3 months following such excess spread early redemption event, unless another early redemption event or event of default for such tranche has occurred (other than another excess spread early redemption event), the excess spread early redemption event will be cured. In such case, although any amounts already allocated to the principal funding subaccount for this tranche in connection with such excess spread early redemption event will be paid to the noteholders of this tranche notwithstanding such cure, the early redemption for this tranche will terminate, and as a result:
	•	the targeted principal deposit for this tranche for subsequent distribution dates will be determined as if such excess spread early redemption event had not occurred (other than giving effect to any principal payments made in connection with such early redemption event),
	•	remaining principal will be paid on the expected maturity as originally scheduled, and
	•	the accumulation amount for this tranche will be adjusted to give effect to any principal payments made in connection with the early redemption.
	However, if, within 3 months following an excess spread early redemption cure,
	•	all measures of excess spread on a three-month rolling average basis continue to be less than zero and no measure of excess spread on a one-month annualized percentage basis is 4.50% or above, or
	•	all measures of excess spread on a one-month basis are less than zero,
	the early redemption of the notes will resume and all allocations or calculations that are required to be based on the nominal liquidation amount of any tranche immediately prior to the occurrence of an early redemption event will be made as though the original excess spread early redemption event had occurred and such excess spread early redemption cure had not occurred.
	Within 12 months following such excess spread early redemption cure for any tranche, another excess spread early redemption cure will not be permitted for this tranche.

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Events of Default	An event of default for this tranche can occur when the note issuance trust fails to make any interest payment within 35 days following the due date or fails to pay the outstanding dollar principal amount by the legal maturity date, the note issuance trust breaches certain representations, warranties or material covenants or certain events of insolvency or receivership occur with respect to the note issuance trust.
	If an event of default occurs with respect to this tranche and either the indenture trustee or the majority of noteholders accelerate the notes, the outstanding dollar principal amount of this tranche will become due and payable [For Class B and Class C: subject to the subordination provisions of the indenture supplement]. If the note issuance trust does not have funds to pay such amount immediately, the note issuance trust will apply series principal amounts allocated to this tranche on a monthly basis to repay the remaining principal amount of the notes pursuant to the [For Class A: cash flow provisions in][For Class B and Class C: subordination and cash flow provisions in] the indenture supplement. However, if there is a sale of receivables in the master trust following an event of default and acceleration, the holders of the Class [    ]([    ]-[    ]) notes will have recourse only to (1) the proceeds of that sale allocable to this tranche and (2) any amounts then on deposit in the note issuance trust accounts allocated to and held for the benefit of the Class [    ]([    ]-[    ]) notes. Prior to the legal maturity date of this tranche, a sale of receivables will only occur if the conditions described under “Sources of Funds to Pay the Notes — Sale of Receivables” and “The Notes — Remedies following an Event of Default” have been satisfied.
Cleanup Call	The Depositor or an affiliate thereof may purchase the remaining notes of any tranche, class or series if the nominal liquidation amount of such tranche, class or series is less than 5% of the highest outstanding dollar principal amount of such tranche, class or series at any time.
Securities Supported by Pool Assets
Issuance of Additional Notes	The note issuance trust may, at the direction of Discover Funding LLC, issue additional series, classes or tranches of notes or increase existing series, classes or tranches of notes, including the tranche of notes held by you, without your consent. If additional notes are issued in the DiscoverSeries that are senior to your notes, they will increase the extent to which your notes are subordinated and the degree to which they are exposed to risk of loss. The note issuance trust will not request your consent to issue new series, classes or tranches of notes or to increase existing series, classes or tranches of notes, even where such issuances or increases will have the effect of increasing the extent to which your notes are subordinated. The indenture trustee will authenticate and deliver a new series, class or tranche of notes or additional notes in an existing series, class or tranche only if, among other conditions, there is sufficient credit enhancement on that date, either in the form of outstanding subordinated notes or other forms of credit enhancement, and the note issuance trust delivers to the indenture trustee and the applicable note rating agencies a certificate to the effect that the note issuance trust reasonably believes that the new issuance will not cause an early redemption event or event of default for any outstanding DiscoverSeries notes; provided that the note issuance trust does not have to consider any effects on the timing of principal

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	payments on outstanding subordinated notes caused by the issuance of senior notes. If the note issuance trust does issue one or more additional series, classes or tranches of notes, those series, classes or tranches may impact the timing and amount of payments you receive on your notes, and may dilute voting rights based on your notes with respect to matters subject to voting by the holders of the master trust certificates and the DiscoverSeries notes.
Issuance of Additional Series of Certificates by the Master Trust	The master trust may, at the direction of Discover Funding LLC, issue additional series of master trust certificates or increase existing series without your consent. Discover Funding LLC and the master trust will not request your consent to issue new series or to increase Series 2007-CC or any other existing series. The trustee for the master trust will authenticate and deliver a new series of master trust certificates or additional certificates in any existing series only if, among other conditions, Standard & Poor’s and Moody’s have confirmed that they will not reduce or withdraw the rating of any class of any series of certificates outstanding at the time of the new issuance because of the new issuance. If the master trust does issue one or more additional series or additional certificates in any existing series, those series or certificates may impact the timing and amount of allocations to the collateral certificate and, in turn, payments you receive on your notes from the note issuance trust.
Interest in Master Trust Pool Assets	The nominal liquidation amount of a note corresponds to the portion of the investor interest in receivables represented by the collateral certificate that supports that note. The collateral certificate represents an interest in the aggregate pool of receivables in the master trust, not an interest in any specific receivable or subset of the receivables. That interest reflects the note issuance trust’s right to receive a portion of the collections paid on the receivables, the note issuance trust’s share of receivables that Discover Bank has charged off as uncollectible and the note issuance trust’s share of interchange. Your right to receive any of these amounts will be limited to the amount of interest accrued or discount accreted on your notes and the principal amount of your notes, subject to the cash flow provisions and, if applicable, the subordination provisions of the indenture supplement.
	Discover Funding LLC owns the remaining interest in the master trust. Discover Funding LLC’s interest in the master trust is currently required under the pooling and servicing agreement to be maintained at no less than [7]% of the sum of the investor interests of each series. The size of Discover Funding LLC’s interest varies based on the size of the interests of DCENT as holder of the collateral certificate, the interests of the master trust’s other investors, if any, and the total amount of the master trust’s receivables. Assuming the aggregate investor interest in receivables stays the same, if in any month the principal collections and charge-offs exceed the amount of new principal receivables created, Discover Funding LLC’s interest in the master trust declines. Assuming the aggregate investor interest in receivables stays the same, if in any month the principal collections and charge-offs are less than the amount of new principal receivables created, Discover Funding LLC’s interest in the master trust increases.

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Interest in Note Issuance Trust Pool Assets	Each tranche of the notes, including the Class [    ]([    ]-[    ]) notes, shares an interest in the collateral certificate and the collections account owned by DCENT. Only the Class [    ]([    ]-[    ]) notes have an interest in funds on deposit in the principal funding subaccount, interest funding subaccount, [accumulation reserve subaccount,] [Class C reserve subaccount,] [and Class D reserve sub-account] established for the benefit of such tranche, subject to withdrawal of excess amounts pursuant to the cash flows. [Further, the Class [    ]([    ]-[    ]) notes have an interest in payments received under [the derivative agreement][the supplemental credit enhancement agreement][the supplemental liquidity agreement] entered into for the Class [    ]([    ]-[    ]) notes.]
Addition and Removal of Pool Assets
Addition of Accounts to the Master Trust	Discover Funding LLC may, and in certain circumstances will be required to, designate additional accounts as master trust accounts, subject to rating agency approval by specified rating agencies, and transfer receivables in those accounts to the master trust. If the requirements described under “The Master Trust — Master Trust Addition of Accounts” are satisfied, there is no limit on the number of additional accounts that Discover Funding LLC can designate as master trust accounts. Even though Discover Bank transfers receivables to Discover Funding LLC and Discover Funding LLC transfers such receivables to the master trust, Discover Bank continues to own and service the related accounts.
	Discover Bank will be required to designate additional accounts as accounts allocated to Discover Funding LLC and transfer receivables in those accounts to Discover Funding LLC under the receivables sale and contribution agreement to the extent that Discover Funding LLC is required to designate additional accounts as master trust accounts and transfer receivables in those accounts to the master trust under the pooling and servicing agreement.
Removal of Accounts from the Master Trust	Under certain circumstances, Discover Funding LLC may designate certain accounts for removal from the master trust as described under “The Master Trust — Master Trust Removal of Accounts” if the minimum required level of principal receivables in the master trust will be maintained and certain other conditions are satisfied.
	Additionally, Discover Bank (with respect to receivables transferred prior to the Substitution Date) or Discover Funding LLC (with respect to receivables transferred on and after the Substitution Date) will be required to repurchase receivables from the master trust if:
	•	it has actual knowledge or receives written notice that those receivables were not eligible for inclusion as master trust assets at the time of transfer;
	•	their lack of eligibility has a material adverse effect on the investors’ interests in the receivables as a whole; and
	•	the lack of eligibility is not cured.

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	Generally, receivables are eligible for inclusion as master trust assets if they are payable in U.S. dollars, created in compliance with applicable law and created and conveyed with good and marketable title free and clear of liens. Any beneficial owner may request that the indenture trustee provide Discover Bank or Discover Funding LLC, as applicable, with the notice of ineligibility described above. Prior to making any notifications, the indenture trustee may require that the beneficial owner making a request provide the indenture trustee with (i) a written certification that it is a beneficial owner and (ii) a trade confirmation, account statement, a letter from a broker or dealer or other similar document showing that it is a beneficial owner.
	No funds will be transferred to the master trust in exchange for the ineligible receivables if excluding those ineligible receivables from the calculation of the transferor interest would not cause the transferor interest to be less than zero. If excluding those ineligible receivables would cause the transferor interest to be less than zero, Discover Funding LLC will transfer funds in an amount equal to the amount by which the transferor interest would be reduced below zero to the master trust on the following master trust distribution date. Any funds received by the master trust from Discover Funding LLC will be treated as collections of receivables of the master trust for the preceding calendar month.
	Discover Funding LLC may be required to repurchase all receivables from the master trust, the collateral certificate, or all certificates of another series, if any, if the pooling and servicing agreement or the series supplement establishing such series does not constitute a legal, valid and binding obligation of Discover Funding LLC enforceable against Discover Funding LLC in accordance with its terms, subject to usual and customary exceptions relating to bankruptcy, insolvency and general equity principles, certain representations made by Discover Funding LLC regarding its corporate status, its authority to assign receivables to the master trust, its ability to perform its obligations under certain transaction documents, and the accuracy of information furnished to the master trust trustee were materially inaccurate or the master trust did not obtain a first priority perfected security interest in such receivables. If Discover Funding LLC were required to repurchase the collateral certificate or all the receivables from the master trust, an early redemption for the notes would occur and the note issuance trust would use the proceeds of such repurchase to repay the notes in accordance with the cash flows, unless the note issuance trust is able to reinvest the amounts distributed with respect to the collateral certificate as a result thereof in an additional collateral certificate. See “—Early Redemption Event,” “The Master Trust — Repurchase of Master Trust Portfolio” and “—Repurchase of a Master Trust Series.”
	Discover Bank will be required to repurchase from Discover Funding LLC any receivables that Discover Funding LLC repurchases from the master trust.
Dispute Resolution	If the trustee for the master trust or any beneficial owner (acting through the indenture trustee as described above under “—Removal of Accounts from the Master Trust”) requests that Discover Bank or Discover Funding LLC, as applicable, repurchase any receivable due to a breach of representation or warranty as described above, and the

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	repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the requesting party within 180 days of the receipt of notice of the request by Discover Funding LLC or Discover Bank, as applicable, the requesting party will have the right to refer the matter, at its discretion, to either mediation or third-party arbitration. The terms of the mediation or arbitration, as applicable, are described under “The Master Trust — Dispute Resolution Procedures” in this prospectus.
Addition of Other Collateral Certificates to the Note Issuance Trust	Initially, the primary asset in DCENT will be the collateral certificate. At any time DCENT may receive one or more other collateral certificates, which may be issued by trusts or special purpose vehicles other than the master trust. At all times, DCENT’s assets will consist primarily of collateral certificates backed by credit card receivables.
	If additional collateral certificates are transferred to DCENT (provided that the applicable note rating agencies hired by the note issuance trust confirm that the transfer of such additional collateral certificate will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings), series principal amounts not allocated to noteholders and not required to pay interest on senior notes, to pay servicing fees or to be deposited to a principal funding subaccount for the benefit of noteholders, may be reinvested in those new collateral certificates rather than in the Series 2007-CC collateral certificate. The investor interest in receivables represented by each collateral certificate included in DCENT may also be increased or decreased to reflect the effect of these reinvestments. The depositor for the note issuance trust may also transfer an interest in the receivables represented by the new collateral certificate to DCENT, rather than an increased interest in the Series 2007-CC collateral certificate, in connection with any new issuance of notes. New collateral certificates transferred to DCENT may have characteristics, terms, conditions, cash flows and allocation percentages or methodologies that are different from those of the Series 2007-CC collateral certificate and may be of different credit quality due to differences in underwriting criteria and payment terms of the underlying receivables. The performance history of the receivables in any new master trust or other special purpose vehicle issuing an additional collateral certificate will also differ from the performance history of the receivables in the master trust. If additional collateral certificates are transferred to DCENT, we will provide you with additional information about the pool of receivables supporting those additional collateral certificates and about the relative portion of DCENT’s assets that are invested in each collateral certificate.
	Discover Bank, in its capacity as servicer, will determine the reinvestment of collections on the assets included in DCENT over time. Reinvestment may result in increases or decreases in the relative portion of DCENT’s assets that are invested in each collateral certificate. In addition, there is no obligation on the part of a master trust or any other special purpose vehicle that has issued a collateral certificate, or on the part of the depositor for such master trust or other special purpose vehicle, to increase the investor interest in receivables represented by that collateral certificate; provided, however, that

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	DCENT will not issue new notes unless DCENT has determined that the investor interest in receivables represented by the collateral certificates will be increased in connection with the issuance in an aggregate amount equal to the nominal liquidation amount of the new notes. If the credit quality of DCENT’s assets were to deteriorate, your receipt of principal and interest payments may be reduced, delayed or accelerated. See “Risk Factors — Deteriorations in Master Trust Performance or Receivables Balance; Possible Early Redemption Event.”
ERISA, Accounting, Listing and Settlement ERISA Eligibility	Subject to important considerations described under “ERISA Considerations,” the Class [    ]([    ]-[    ]) notes may be purchased by employee benefit plans, individual retirement accounts and persons investing assets of employee benefit plans subject to Title I of ERISA and Section 4975 of the Internal Revenue Code. By purchasing such notes, each investor purchasing on behalf of employee benefit plans or individual retirement accounts will be deemed to certify that the purchase and subsequent holding of such notes by the investor will not result in a non-exempt prohibited transaction under ERISA and/or Section 4975 of the Internal Revenue Code or a violation of any substantially similar applicable law. See “ERISA Considerations.” Advisors to employee benefit plans should consult their own counsel.
Tax Treatment	Subject to important considerations and limitations described under “U.S. Federal Income Tax Consequences,” Mayer Brown LLP, as tax counsel to DCENT, is of the opinion that under existing law the Class [    ]([    ]-[    ]) notes (other than notes beneficially owned by the note issuance trust or a person treated as the same person as the note issuance trust for U.S. federal income tax purposes) will be characterized as debt for federal income tax purposes, and that DCENT will not be classified as an association or publicly traded partnership taxable as a corporation for federal income tax purposes. By accepting a Class [    ]([    ]-[    ]) note, you will agree to treat your Class [    ]([    ]-[    ]) note as debt for federal, state and local income and franchise tax purposes. See “U.S. Federal Income Tax Consequences” for additional information concerning the application of federal income tax laws.
Deemed Consent	By purchasing an interest in the Class [    ]([    ]-[    ]) notes, each such owner will be deemed to have consented to any amendments to the indenture and any indenture supplement to provide for the combination of the master trust and the note issuance trust into a single entity after all series of master trust certificates, other than Series 2007-CC, have terminated, or to provide for such combination with any other master trust or securitization special purpose vehicle that has issued any additional collateral certificate. Notwithstanding such deemed consent, Discover Funding LLC may continue to maintain the master trust and the note issuance trust as separate entities.
Stock Exchange Listing	The Class [    ]([    ]-[    ]) notes will [not] be listed on [any] [the [            ]] stock exchange.
Clearance and Settlement	You may purchase Class [    ]([    ]-[    ]) notes in book-entry form in minimum denominations of $[●] and integral multiples of $1,000 in excess of that amount. You may elect to hold the notes only through the following clearing organizations:
	•	The Depository Trust Company, or DTC, in the United States;

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•	Clearstream Banking, in Europe; and
•	Euroclear, in Europe.
These organizations permit transfers of securities or interests in securities by computer entries instead of paper transfers. Notes will not be available in paper form.
You may transfer your interests within DTC, Clearstream Banking or Euroclear in accordance with the usual rules and operating procedures of the relevant system. Persons holding directly or indirectly through DTC, on the one hand, and counterparties holding directly or indirectly through Clearstream Banking or Euroclear, on the other hand, may effect cross-market transfers through the relevant depositaries of Clearstream Banking and Euroclear.

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Risk Factors

The risk factors disclosed in this section describe the principal risk factors of an investment in the notes. You should consider the following risk factors before you decide whether or not to purchase the notes.

Security Interest Matters

Master Trust’s Interest in Receivables. The master trust’s interest in the receivables and interchange may be impaired if the trustee for the master trust does not have a perfected security interest in the receivables and interchange pursuant to the Uniform Commercial Code in effect in Delaware. A security interest under the UCC includes an interest in personal property that secures payment of an obligation and any interest of a buyer of accounts such as the receivables.

In general, a security interest in receivables and interchange is perfected against Discover Bank or Discover Funding LLC, as applicable, if it can be enforced not only against Discover Bank or Discover Funding LLC, respectively, but also against creditors of Discover Bank or Discover Funding LLC, as applicable, that might want to claim those receivables and interchange. Discover Bank has taken certain actions to perfect Discover Funding LLC’s interest in the receivables and interchange that Discover Funding LLC has acquired from Discover Bank pursuant to the receivables sale and contribution agreement, including filing financing statements of Discover Funding LLC’s interest with the Secretary of State of the State of Delaware. Discover Funding LLC and Discover Bank have taken certain actions to perfect the master trust’s interest in the receivables and interchange that the master trust has acquired from Discover Funding LLC and directly from Discover Bank, including filing financing statements of the master trust’s interest with the Secretary of State of the State of Delaware.

DCENT’s Interest in the Collateral Certificate. If DCENT’s interest in the collateral certificate were to be characterized as a secured financing rather than a true sale, DCENT’s interest in the collateral certificate may be impaired if DCENT does not have a perfected security interest in the collateral certificate pursuant to the UCC. Although DCENT and Discover Funding LLC will each treat the transfer of the collateral certificate to DCENT as a sale of the collateral certificate, Discover Funding LLC has granted DCENT a backup security interest in the collateral certificate. DCENT has taken certain actions to perfect its interest in the collateral certificate, including filing financing statements, to reflect DCENT’s interest in the collateral certificate with the Secretary of State of the State of Delaware.

Indenture Trustee’s Interest in the Collateral Certificate. Similarly, the indenture trustee’s interest in the collateral certificate may be impaired if the indenture trustee does not have a perfected security interest in the collateral certificate pursuant to the UCC. DCENT has granted a security interest in the collateral certificate to the indenture trustee for the benefit of the holders of the DiscoverSeries notes, including the Class [    ]([    ]-[    ]) notes. DCENT has taken certain actions to perfect the indenture trustee’s security interest in the collateral certificate and otherwise protect the interest of the indenture trustee, including filing financing statements of the indenture trustee’s interest with the Secretary of State of the State of Delaware and causing the collateral certificate to be registered in the name of and held by the indenture trustee. In addition, DCENT is limited by its governing documents in its ability to incur debts other than those incurred under the indenture.

Each financing statement filed with the Secretary of State of the State of Delaware will lapse on the fifth anniversary of the filing date of such financing statement unless an appropriate continuation statement is filed within the time period specified in the UCC and the effectiveness of such financing statement may lapse much sooner than the fifth anniversary of such filing date in the event of certain changes in the name or legal location of Discover Bank, Discover Funding LLC or DCENT, as applicable, or a merger of Discover Bank, Discover Funding LLC or DCENT with another entity, in each case unless appropriate amendments or new financing statements of the security interest are filed in the appropriate public filing office. Accordingly, unless Discover Bank, Discover Funding LLC, DCENT, the trustee for the master trust or the indenture trustee, as applicable, files appropriate continuation statements, amendments and/or new financing statements within the applicable time periods specified in the UCC, the perfection of the master trust’s security interest in the receivables and interchange or the indenture trustee’s security interest in the collateral certificate will lapse

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Priority of Liens

More than one person can have a perfected security interest in the same assets, and the person with the higher priority, which is determined by statute, will have the first claim to the property. Because priority is determined by statute, a tax or statutory lien on Discover Bank’s or Discover Funding LLC’s property may have priority over the master trust’s interest in the receivables and interchange. Similarly, a tax or statutory lien on Discover Bank’s, Discover Funding LLC’s or DCENT’s property may have priority over the indenture trustee’s interest in the collateral certificate.

More specifically, a tax or governmental lien or other lien imposed under applicable state or federal law on the property of Discover Bank or Discover Funding LLC arising before receivables are transferred to the master trust may be senior to the master trust’s interest in the receivables. In addition, the relevant transaction documents permit Discover Bank to transfer the receivables to Discover Funding LLC subject to liens for taxes that are not yet due or are being contested. Regardless of whether the transfer of receivables by Discover Bank or Discover Funding LLC is a sale, a contribution or a secured borrowing, if any such liens exist at the time the receivables are transferred by Discover Bank or Discover Funding LLC, as applicable, the claims of the creditors holding such liens would be superior to the rights of Discover Funding LLC or the master trust, as applicable, thereby possibly delaying or reducing payments on the DiscoverSeries notes.

Insolvency Related Matters

If Discover Bank were to become insolvent, or if Discover Bank were to violate laws or regulations applicable to it, the Federal Deposit Insurance Corporation (“FDIC”) could act as conservator or receiver for Discover Bank. If the FDIC is appointed as conservator or receiver for Discover Bank, it has the power under the Federal Deposit Insurance Act, as amended, to repudiate contracts, including contracts of Discover Bank such as the master trust’s pooling and servicing agreement, [the receivables sale and contribution agreement between Discover Bank and Discover Funding LLC] [and the assignment agreement between Discover Bank and Discover Funding LLC], to recover or reclaim receivables transferred to the depositor, and to terminate Discover Bank’s obligations to service the receivables and transfer new receivables to Discover Funding LLC for subsequent transfer to the master trust after the date of receivership. The FDIC may also argue that those rights to repudiate contracts extend to the indenture. The FDIC may not be subject to an express time limit in deciding to take these actions, and a delay by the FDIC in making a decision could result in losses on your investment. If the FDIC were successful in any of these actions, moreover, you may not be entitled under applicable law to the full amount of your damages.

We believe that some of these powers have been limited as a result of a series of safe harbor rules adopted by the FDIC:

• Treatment by the FDIC as Conservator or Receiver of Financial Assets Transferred by an Insured Depository Institution in Connection with a Securitization or Participation, 12 C.F.R. §360.6, 65 Fed. Reg. 49189 (2000) (the “Original Safe Harbor”);

• Defining Safe Harbor Protection for Treatment by the Federal Deposit Insurance Corporation as Conservator or Receiver of Financial Assets Transferred by an Insured Depository Institution in Connection with a Securitization or Participation, 12 C.F.R. §360.6, 74 Fed. Reg. 59067 (2009) (the “First Interim Safe Harbor”);

• Transitional Safe Harbor Protection for Treatment by the Federal Deposit Insurance Corporation as Conservator or Receiver of Financial Assets Transferred by an Insured Depository Institution in Connection With a Securitization or Participation 12 C.F.R. §360.6, 75 Fed. Reg. 12962 (2010) (the “Second Interim Safe Harbor,” and together with the Original Safe Harbor and the First Interim Safe Harbor, the “Old Safe Harbors”); and

• Treatment by the Federal Deposit Insurance Corporation as Conservator or Receiver of Financial Assets Transferred by an Insured Depository Institution in Connection With a Securitization or Participation After September 30, 2010 12 C.F.R. §360.6, 75 Fed. Reg. 60287 (2010) (the “New Safe Harbor,” and together with the Old Safe Harbors, the “Safe Harbors”).

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Each of the Old Safe Harbors provided that, with respect to financial assets transferred by an institution in connection with a securitization, and subject to certain conditions described in the Old Safe Harbors, the FDIC would not seek to recharacterize, recover or reclaim such financial assets in exercising its statutory authority to repudiate contracts pursuant to the Federal Deposit Insurance Act. Paragraph (d)(2)(ii) of the New Safe Harbor extends that safe harbor, including the commitment of the FDIC not to seek to recharacterize, recover or reclaim such financial assets, to any obligations of revolving trusts or master trusts, for which one or more obligations were issued as of the date of adoption of the New Safe Harbor, so long as certain conditions, discussed below, continue to be met. Each of the Safe Harbors provided or provides that the FDIC will not seek to enforce the “contemporaneous” requirements of the Federal Deposit Insurance Act. Securitizations that were engaged in while any of the Safe Harbors was in effect, and that met the terms of the applicable Safe Harbor, will continue to receive the protections of that Safe Harbor even if that Safe Harbor is later repealed or amended. Although the New Safe Harbor also provides alternative standards and safe harbor protections for transfers of assets in securitizations that do not meet the conditions of paragraph (d)(2), at this time we do not expect to take action to bring transfers to the master trust or the note issuance trust within those alternative safe harbors.

The applicability to the master trust and the note issuance trust of the provisions of the New Safe Harbor on which we are relying requires, among other things, that the transfer of the receivables from Discover Bank to Discover Funding LLC and, prior to [●], from Discover Bank to the master trust meet the conditions for sale accounting treatment under generally accepted accounting principles in effect prior to November 15, 2009. See “—FDIC Rule Regarding Securitizations” below for a description of the possible effects of the provisions of the New Safe Harbor on which we are relying no longer applying. Notwithstanding these Safe Harbors, we cannot assure you that the FDIC, as a result of its appointment as conservator or receiver, would not exercise its powers in a manner adverse to the Class [    ]([    ]-[    ]) noteholders, including finding certain provisions, such as amortization or early redemption triggers or events of default resulting solely from the appointment of a conservator or receiver for Discover Bank, unenforceable or subjecting any amortization or early redemption events, events of default or other rights of terminating, accelerating or affecting rights under a contract with, or exercising rights over property of, Discover Bank to an automatic stay of up to 90 days, and the FDIC may seek to extend this stay by seeking injunctive relief.

To the extent any bank regulator having jurisdiction over Discover Bank (including the FDIC in the case it is the conservator or receiver of Discover Bank) finds any contract or other arrangement entered into or maintained by Discover Bank to be in violation of safe and sound banking practices or applicable regulations, that regulator could order Discover Bank to remedy the violation, which could result in changes to contracts, including agreements related to the securitization, to which Discover Bank is a party. If any of these events were to occur, payments to you could be accelerated, delayed, or reduced. In addition, these events could result in other parties to the transaction documents being excused from performing their obligations, which could cause further losses on your investment. Furthermore, if the administrative expenses of a conservator or receiver for Discover Bank, or of a bankruptcy trustee for Discover Funding LLC, the master trust or DCENT, were found to relate to the receivables, the collateral certificate, or the transaction documents, those expenses could be paid from collections on the receivables before the master trust trustee, DCENT or the indenture trustee receives any payments, which could result in losses on your investment. See “The Originator and Sponsor — Insolvency-Related Matters.”

In the event of a receivership of Discover Bank, new transactions on the Discover cards issued by it might decline, potentially to zero. In such a circumstance, interchange would likely also decline, potentially to zero. Further, regardless of any decision made by the FDIC or any ruling made by a court, the mere fact that Discover Bank, Discover Funding LLC, the master trust, or DCENT has become insolvent or has entered conservatorship, receivership or bankruptcy could have an adverse effect on the value of the receivables and the collateral certificate and on the liquidity and the value of the notes. There also may be other possible effects of conservatorship, receivership, bankruptcy, or insolvency of Discover bank, the master trust, or DCENT that could result in delays or reductions in payments to you.

Discover Bank, as servicer, will receive cash collections each month for the accounts of the master trust. Based on its current ratings, Discover Bank is generally required to deposit certain collections into the collections

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account within two business days of recording receipt of such collections, with such amounts available to pay interest and principal due on the Class [    ]([    ]-[    ]) notes on the following distribution date, under the cash flows for the collateral certificate, as more fully specified in the series supplement for the collateral certificate and in the indenture, indenture supplement and terms document for the Class [    ]([    ]-[    ]) notes. However, under certain circumstances, including if Discover Bank’s short-term rating meets specified minimums or Discover Bank posts a letter of credit acceptable to the rating agencies, or if the rating agencies agree to other conditions, Discover Bank may use those cash collections for its own benefit until it distributes them on the applicable distribution date. The master trust may not have a perfected security interest in any collections that Discover Bank has not deposited in the collections account for the master trust. Interchange may be required to be deposited to the master trust on the distribution date in each month, and the master trust may likewise not have a perfected security interest in any cash interchange payments Discover Bank has not deposited.

Discover Funding LLC may add to the master trust receivables in credit accounts other than accounts originated by Discover Bank, in which case the master trust may have additional originators and servicers. The trustee for the master trust must take certain actions to perfect the master trust’s interest in these receivables and the allocable portion of interchange calculated by reference to future net merchant sales on such accounts as well, and they will be subject to the same risks as Discover Bank receivables, namely that the perfection of the security interest will lapse, or that a tax or statutory lien on the originator’s property may have priority over the master trust’s interest. Similarly, the servicers of these receivables may use the cash collections they receive each month in the same manner and subject to the same conditions as Discover Bank. The master trust may not have a perfected security interest in any collections and interchange that the servicers have not deposited in the collections account for the master trust. Insolvency risks relating to these originators and servicers, moreover, will exist as well.

In addition, Discover Funding LLC is a wholly-owned bankruptcy remote subsidiary of Discover Bank and its limited liability company agreement limits the nature of its business. If, however, Discover Funding LLC became a debtor in a bankruptcy case, and either Discover Funding LLC’s transfer of the receivables to the master trust or Discover Funding LLC’s transfer its interest in the collateral certificate (if any) to the note issuance trust were construed as a grant of a security interest to secure a borrowing, payments to noteholders of outstanding principal and interest could be delayed and possibly reduced.

Because Discover Funding LLC is a wholly-owned subsidiary of Discover Bank, certain banking laws and regulations may apply to Discover Funding LLC, and if Discover Funding LLC were found to have violated any of these laws or regulations, payments to noteholders could be delayed or reduced. In addition, if Discover Bank entered conservatorship or receivership, the FDIC could seek to exercise control over the receivables, the collateral certificate or Discover Funding LLC’s other assets on an interim or a permanent basis. Although steps have been taken to minimize this risk, the FDIC could argue that —

• Discover Funding LLC’s assets (including the receivables and the collateral certificate) constitute assets of Discover Bank available for liquidation and distribution by a conservator or receiver for Discover Bank;

• Discover Funding LLC and its assets (including the receivables and the collateral certificate) should be substantively consolidated with Discover Bank and its assets; or

• the FDIC’s control over the receivables or the collateral certificate is necessary for Discover Bank to reorganize or to protect the public interest.

If these or similar arguments were made, whether successfully or not, payments to noteholders could be delayed or reduced.

Further, DCENT has been established to minimize the risk that it may become insolvent or enter bankruptcy. Nevertheless, it may be eligible to file for bankruptcy, and we cannot assure you that the risk of insolvency or bankruptcy has been eliminated. If DCENT were to become insolvent or if a bankruptcy petition were to be filed by or against DCENT, you could suffer a loss on your investment. If a bankruptcy petition were to be filed by or against DCENT, its assets, including the collateral certificate, would be treated as part of its bankruptcy estate. The master trust has also been established to minimize the risk that it may become insolvent or enter

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bankruptcy. Nevertheless, it may be eligible to file for bankruptcy, and we cannot assure you that the risk of insolvency or bankruptcy has been eliminated. If the master trust were to become insolvent or if a bankruptcy petition were to be filed by or against the master trust, you could suffer a loss on your investment. If a bankruptcy petition were to be filed by or against the master trust, its assets, including the receivables, would be treated as part of its bankruptcy estate.

Investor Risk of Loss

You will only receive payments of interest and principal on the Class [    ]([    ]-[    ]) notes to the extent that the note issuance trust has funds available to make these payments. The note issuance trust will allocate losses relating to charged-off receivables to the Class [    ]([    ]-[    ]) notes each month and will reimburse you for those losses only to the extent that the note issuance trust has funds available to make those reimbursements. You should review the cash flow provisions described in “Deposits and Allocation of Funds for DiscoverSeries Notes — Cash Flows” to understand the priority in which the note issuance trust allocates its assets to pay interest and principal and to reimburse losses on the Class [    ]([    ]-[    ]) notes and other notes in the DiscoverSeries. To the extent the note issuance trust cannot fully reimburse your losses, the aggregate amount of principal you ultimately receive will be less than the face amount of your notes, and the amount of collections and interchange allocated to the collateral certificate and the DiscoverSeries notes in any month may also be reduced.

Limited Recourse to DCENT

The sole sources of payment of principal of and interest or accreted discount on the Class [    ]([    ]-[    ]) notes prior to an event of default and acceleration or the legal maturity of the Class [    ]([    ]-[    ]) notes are:

• the portion of the series principal amounts and series finance charge amounts allocated to the DiscoverSeries and available to the Class [    ]([    ]-[    ]) notes in accordance with the cash flows, after giving effect to any reallocations, payments and deposits for senior notes, as applicable, including any such funds reallocated to the DiscoverSeries from any other series of master trust certificates and other series of notes;

• funds in the applicable DCENT accounts for the Class [    ]([    ]-[    ]) notes;

• investment income on funds on deposit in various trust accounts for the DiscoverSeries; and

• rights to payment under any applicable derivative agreement, supplemental credit enhancement agreement or supplemental liquidity agreement for the Class [    ]([    ]-[    ]) notes].

However, if there is a sale of receivables in the master trust (i) following an event of default and acceleration for the Class [    ]([    ]-[    ]) notes and subject to any restrictions relating to required subordinated amounts or (ii) on the legal maturity date of the Class [    ]([    ]-[    ]) notes, as described in “Sources of Funds to Pay the Notes — Sale of Receivables,” you will have recourse only to (1) the proceeds of that sale allocable to the Class [    ]([    ]-[    ]) notes and (2) any amounts then on deposit in DCENT accounts allocated to and held for the benefit of the Class [    ]([    ]-[    ]) notes.

Your remedies may be limited if an event of default affecting the Class [    ]([    ]-[    ]) notes occurs. After the occurrence of an event of default affecting this tranche of notes and an acceleration of the Class [    ]([    ]-[    ]) notes, any funds in DCENT accounts for this tranche of notes will be applied to pay principal of and [interest][accreted discount] on this tranche of notes. Then, in each following month until a sale of receivables for the Class [    ]([    ]-[    ]) notes occurs, the principal amounts and finance charge amounts will be deposited into the applicable DCENT accounts, and applied to make monthly payment of principal and [interest][accreted discount] on this tranche of notes until the legal maturity date of the Class [    ]([    ]-[    ]) notes. [For Class B and Class C: You generally will receive payment of principal of your notes only if and to the extent that, after giving effect to that payment, the required subordination will be maintained for the senior classes of notes in that series.]

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Following an event of default and acceleration, holders of the affected notes will have the ability to direct a sale of credit card receivables held by the master trust only under the limited circumstances described in “The Notes — Events of Default,” “—Remedies Following an Event of Default” and “Sources of Funds to Pay the Notes — Sale of Receivables.” In particular, following an event of default and acceleration relating to subordinated notes, if the indenture trustee or a majority of the noteholders of the affected tranche directs the master trust to sell credit card receivables, the sale will occur only if, after giving effect to that payment, the required subordination will be maintained for the senior notes in the DiscoverSeries by the remaining notes (including as a result of prefunding the senior notes) or if such sale occurs on the legal maturity date. However, if principal of or [interest][accreted discount] on the Class [    ]([    ]-[    ]) notes has not been paid in full on its legal maturity date, the sale will automatically take place on that date [For Class B and Class C: regardless of the subordination requirements of any senior classes of notes].

Even if a sale of receivables occurs, we cannot assure you that the proceeds of the sale will be enough to pay unpaid principal of and [interest][accreted discount] on the accelerated notes.

Certain Regulatory Matters

If the appropriate federal or state banking regulatory authorities, whether in connection with the appointment of a receiver or conservator or otherwise, were to find that any of the receivables sale and contribution agreement, the pooling and servicing agreement, the series supplement for the collateral certificate, the indenture, indenture supplement and terms document for the notes, or any other agreement or contract of Discover Bank, the depositor, the master trust or the note issuance trust, or the performance of any obligation under such an agreement or contract, constitutes an unsafe or unsound practice or violates any law, rule, regulation, or written condition or agreement applicable to Discover Bank, that banking regulatory authority has the power to order Discover Bank, among other things, to rescind that agreement or contract, refuse to perform that obligation, terminate that activity, or take such other action as that banking regulatory authority determines to be appropriate. Discover Bank may not be liable to you, the depositor, the master trust or the note issuance trust for contractual damages for complying with any orders issued by such banking regulatory authority and you, the depositor, the master trust or the note issuance trust may not have any recourse against the applicable banking regulatory authority. While we have no reason to believe that any banking regulatory authority would make such a finding about Discover Bank or the depositor or the operation of the master trust or the note issuance trust and while Discover Bank is currently well-capitalized and thus does not believe that a banking regulatory authority would have reason to take action against Discover Bank, there can be no assurance that a banking regulatory authority in the future would not conclude otherwise. If a banking regulatory authority did reach such a conclusion and ordered Discover Bank to rescind or amend the receivables sale and contribution agreement, the pooling and servicing agreement, any series supplement, the indenture, any indenture supplement, or any terms documents, or to stop extending credit on some or all of the accounts designated as part of the master trust, payments to you could be delayed or reduced. For more information about the enforcement powers of banking regulatory authorities as they may relate to Discover Bank and actions such authorities have taken in the past with respect to other financial institutions, see “The Originator and Sponsor — Certain Regulatory Matters.”

Moreover, in July 2010 President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act contains a comprehensive set of provisions designed to govern the practices and oversight of financial institutions and other participants in the financial markets, including Discover Bank. The Dodd-Frank Act also established a financial industry regulator, the Consumer Financial Protection Bureau (the “CFPB”). The CFPB is authorized to prevent “unfair, deceptive or abusive acts or practices” and ensure consistent enforcement of laws so that all consumers have access to markets for consumer financial products and services that are fair, transparent and competitive. The CFPB has rulemaking and interpretive authority under the Dodd-Frank Act and other federal consumer financial services laws, as well as broad supervisory, examination and enforcement authority over large providers of consumer financial products and services, such as Discover Bank.

The evolving regulatory environment causes uncertainty with respect to the manner in which Discover Bank and its affiliates conduct their businesses and may potentially increase the risk that Discover Bank and its affiliates may be subject to criticism or enforcement action by their banking regulators. Banking regulators have introduced and continue to introduce new regulations, supervisory guidance and enforcement actions. Discover

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Bank is unable to predict the nature, extent or impact of any additional changes to statutes or regulations, including the interpretation, implementation or enforcement thereof, which may occur in the future. The impact that the regulatory environment ultimately has on Discover Bank’s business and operations will depend upon final implementing regulations, the actions of competitors and the behavior of consumers and other marketplace participants. See “Risk Factors — Deteriorations in Master Trust Performance or Receivables Balance; Possible Early Redemption Event — (5) Consumer Protection Laws and Regulations” and “—(6) Legislative and Regulatory Initiatives.”

[For Class B and Class C: Class [B][C] Notes are Subordinated and Bear Losses before Class A [For Class C: and Class B] Notes]

[[For Class B: The Class B([    ]-[    ]) notes are subordinated in right of payment of principal and interest to the Class A notes of the DiscoverSeries, bear losses before the Class A notes of the DiscoverSeries and provide loss protection to the Class A notes of the DiscoverSeries. Although the amount of loss protection provided by these notes is limited to their proportionate share of the required subordinated amounts of Class B notes for the Class A notes of the DiscoverSeries and may vary over time, at any time it is possible that the entire nominal liquidation amount of the Class B([    ]-[    ]) notes will provide loss protection to the Class A notes of the DiscoverSeries. The note issuance trust may issue additional senior notes from time to time that increase the extent to which the Class B([    ]-[    ]) notes are subordinated, and you will have no right to consent to, or object to, any such issuance of senior notes.]

[For Class C: The Class C([    ]-[    ]) notes are subordinated in right of payment of principal and interest to the Class A and Class B notes of the DiscoverSeries, bear losses before the Class A and Class B notes of the DiscoverSeries and provide loss protection to the Class A and Class B notes of the DiscoverSeries. Although the amount of loss protection provided by these notes is limited to their proportionate share of the required subordinated amounts of Class C notes for the Class A and Class B notes of the DiscoverSeries and may vary over time, at any time it is possible that the entire nominal liquidation amount of the Class C([    ]-[    ]) notes will provide loss protection to the Class A and Class B notes of the DiscoverSeries. The note issuance trust may issue additional senior notes from time to time that increase the extent to which the Class C([    ]-[    ]) notes are subordinated, and you will have no right to consent to, or object to, any such issuance of senior notes.]

The note issuance trust uses series finance charge amounts first to pay interest, swap payments and accreted discount for Class A, next to pay interest, swap payments and accreted discount for Class B, next to pay interest, swap payments and accreted discount for Class C, next to pay servicing fees on the collateral certificate and then to pay interest, swap payments and accreted discount for Class D. If series finance charge amounts are not sufficient to pay interest, swap payments and accreted discount on all classes of notes, subordinated notes may not receive full payments of such amounts if finance charge collections, interchange and, principal reallocated to the DiscoverSeries from other series of the master trust certificates and other series of notes, in each case if so specified in the series supplement for such other certificates or notes, and, with respect to the Class C notes and Class D notes, amounts on deposit in the applicable Class C reserve subaccount and amounts on deposit in the applicable Class D reserve subaccount are insufficient to cover the shortfall.

The note issuance trust may reallocate series principal amounts that would otherwise be allocable to these notes to pay interest on more senior classes of notes of the DiscoverSeries and to pay a portion of the master trust servicing fee allocable to the collateral certificate to the extent series finance charge amounts are insufficient to make those payments. If the note issuance trust uses series principal amounts that were allocated to your notes in this way, it will reduce the nominal liquidation amount of your tranche by a corresponding amount. In addition, the master trust allocates charged-off receivables to the collateral certificate, and if the note issuance trust cannot reimburse those charged-off receivables using series finance charge amounts, finance charge collections and interchange reallocated to DCENT from any other series of master trust certificates and other series of notes, or with respect to the Class C notes or Class D notes, amounts on deposit in the applicable Class C reserve subaccount or Class D reserve subaccount, if any, the resulting losses will generally be borne first by the Class D notes of the DiscoverSeries, then by the Class C notes, then by the Class B notes, and finally by the Class A notes. These losses due to charged-off receivables will also reduce the nominal liquidation amounts of the tranche of notes to which they are allocated. If any reduction in the nominal liquidation amount of your tranche is not reimbursed in a subsequent month from series finance charge amounts and reallocated finance charge collections and interchange

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from any other series of master trust certificates and other series of notes, you may not receive repayment of the full stated principal amount of your notes. See “The Notes — Stated Principal Amount, Outstanding Dollar Principal Amount, Adjusted Outstanding Dollar Principal Amount and Nominal Liquidation Amount — Nominal Liquidation Amount” and “Deposits and Allocation of Funds for DiscoverSeries Notes — Application of Series Principal Amounts.”

In addition, after the note issuance trust applies series principal amounts allocated to subordinate notes to pay shortfalls in interest on senior classes of notes or to pay any shortfalls in servicing fees allocable to the collateral certificate, remaining series principal amounts and any principal amounts reallocated to the DiscoverSeries from any other series of master trust certificates and other series of notes are used first to pay or prefund principal for the Class A notes, next to pay or prefund principal for the Class B notes, next to pay or prefund principal for the Class C notes, and then to pay principal for the Class D notes.]

[For Class B and Class C: Subordination Provisions May Delay Repayments for your Notes]

[Subordinated notes, including the Class [    ]([    ]-[    ]) notes, except as noted in the following paragraph, will be paid principal only to the extent that sufficient funds are available, such notes are not needed to provide the required subordination for senior classes of notes of the DiscoverSeries and the usage of the available subordinated amount of notes of that class is zero. In addition, series principal amounts allocated to the Class [B][C] notes will be applied first to pay shortfalls in interest on senior classes of notes, then to pay any shortfalls in servicing fees allocable to the DiscoverSeries, and then to make targeted deposits to the principal funding subaccounts for senior classes of notes, including prefunding deposits, before being applied to make targeted deposits to the principal funding subaccount for the Class [B][C] notes. Principal amounts reallocated to the DiscoverSeries from other series of master trust certificates or other series of notes will also be applied to make targeted deposits to the principal funding subaccounts of senior classes of notes, including prefunding deposits, before being applied to make targeted deposits to the principal funding subaccounts of subordinated notes. If your Class [    ]([    ]-[    ]) notes reach their expected maturity date, or an early redemption event or an event of default and acceleration occurs and is continuing prior to the legal maturity date for the Class [    ]([    ]-[    ]) notes, and they cannot be paid because they are needed to provide the required subordination for senior classes of notes of the DiscoverSeries, DCENT will begin to prefund the principal funding subaccounts for those senior notes, as described in “Deposits and Allocation of Funds for DiscoverSeries Notes — Prefunding.” No series principal amounts will be deposited into the principal funding subaccount of, or used to make principal payments on, the Class [    ]([    ]-[    ]) notes until:

• enough senior notes are repaid so that the Class [    ]([    ]-[    ]) notes are no longer necessary to provide the required subordination;

• new subordinated notes are issued so that the Class [    ]([    ]-[    ]) notes are no longer necessary to provide the required subordination; or

• the principal funding subaccounts for the senior notes are prefunded so that the Class [●]([●]-[●]) notes are no longer necessary to provide the required subordination.

This may result in a delay to, or reduction to or loss of, principal payments to holders of the Class [    ]([    ]-[    ]) notes. Your notes will continue to provide credit enhancement to senior notes, and will continue to be exposed to losses relating to charged-off receivables, during any period in which they cannot be repaid as a result of these subordination provisions. We cannot assure you that there will be enough other subordinated notes of your class or that DCENT will be able to issue replacement notes as necessary to permit repayment of your notes on their expected maturity dates. It will not be an event of default if your notes are not repaid on their expected maturity date.

If the Class [    ]([    ]-[    ]) notes reach their legal maturity date and their outstanding dollar principal amount has not been paid in full, a portion of the receivables supporting the collateral certificate will be sold to make the final payment on the Class [    ]([    ]-[    ]) notes. See “Sources of Funds to Pay the Notes — Sale of Receivables.”]

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[For Class C: Limited Credit Enhancement through Class C Reserve Subaccount]

[For Class C: The credit enhancement for the Class C([    ]-[    ]) notes provided through the Class C reserve subaccount for your tranche is limited by the amount on deposit in the applicable Class C reserve subaccount and the maximum amount that can be on deposit in that subaccount. Initially, [the Class C([    ]-[    ]) reserve subaccount will not be funded][will be funded by a deposit of $[●]]. DCENT will only [commence making][make additional] deposits into the Class C([    ]-[    ]) reserve subaccounts from series finance charge amounts, or increase the targeted deposits, if the three-month rolling average excess spread percentage for the DiscoverSeries falls below the percentages set forth in the table under “Prospectus Summary — Credit Enhancement — Class C Reserve Account” in this prospectus.

However, Discover Funding LLC cannot assure you that DCENT will be able to deposit the entire targeted amount on any distribution date into the applicable Class C reserve subaccount from series finance charge amounts. If DCENT has not deposited the entire targeted amount for a tranche at the time of an economic early redemption event for the DiscoverSeries, especially as a result of a sudden or rapid decline in excess spread for the DiscoverSeries, the available credit enhancement provided by the applicable Class C reserve subaccount may not be sufficient to make up any shortfalls in interest or principal on the applicable Class C notes or to reimburse any losses allocated to such notes as a result of charged-off receivables or the application of the series principal amounts allocated to them to pay interest on senior notes or to pay servicing fees. Further, even if DCENT has been able to deposit the entire targeted amount before an early redemption event, the targeted amount may not be sufficient to make up any shortfalls in interest or principal on the applicable tranche of Class C notes or to reimburse any losses allocated to your notes as a result of charged-off receivables or the application of the series principal amounts allocated to them to pay interest on senior notes or to pay servicing fees. If you own Class C notes and all of your credit enhancement has been used, you will bear directly the credit and other risks associated with your investment in the notes.]

[Increased Regulatory Oversight and Changes In The Method Pursuant to Which The LIBOR Rates Are Determined May Adversely Affect The Value of The Notes]

[Beginning in 2008, concerns were raised that some of the member banks surveyed by the British Bankers’ Association (the “BBA”) in connection with the calculation of LIBOR across a range of maturities and currencies may have been under-reporting or otherwise manipulating the inter-bank lending rate applicable to them. A number of BBA member banks have entered into settlements with their regulators and law enforcement agencies with respect to alleged manipulation of LIBOR, and investigations were instigated by regulators and governmental authorities in various jurisdictions (including in the United States, United Kingdom, European Union, Japan and Canada). If manipulation of LIBOR or another inter-bank lending rate occurred, it may have resulted in that rate being artificially lower (or higher) than it otherwise would have been.

In September 2012, the U.K. government published the results of its review of LIBOR (commonly referred to as the “Wheatley Review”). The Wheatley Review made a number of recommendations for changes with respect to LIBOR including the introduction of statutory regulation of LIBOR, the transfer of responsibility for LIBOR from the BBA to an independent administrator, changes to the method of compilation of lending rates and new regulatory oversight and enforcement mechanisms for rate-setting. Based on the Wheatley Review, final rules for the regulation and supervision of LIBOR by the Financial Conduct Authority (the “FCA”) were published and came into effect on April 2, 2013 (the “FCA Rules”). In particular, the FCA Rules include requirements that (1) an independent LIBOR administrator monitor and survey LIBOR submissions to identify breaches of practice standards and/or potentially manipulative behavior, and (2) firms submitting data to LIBOR establish and maintain a clear conflicts of interest policy and appropriate systems and controls. In addition, in response to the Wheatley Review recommendations, ICE Benchmark Administration Limited (the “ICE Administration”) has been appointed as the independent LIBOR administrator, effective February 1, 2014.

It is not possible to predict the effect of the FCA Rules, any changes in the methods pursuant to which the LIBOR rates are determined and any other reforms to LIBOR that will be enacted in the U.K. and elsewhere, which may adversely affect the trading market for LIBOR-based securities. In addition, any changes announced by the FCA, the ICE Administration or any other successor governance or oversight body, or future changes adopted by such body, in the method pursuant to which the LIBOR rates are determined may result in a sudden or prolonged increase or decrease in the reported LIBOR rates. If that were to occur and to the extent that the value of the Class

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[    ]([    ]-[    ]) notes is affected by reported LIBOR rates, the level of interest payments and the value of the notes may be affected. Further, uncertainty as to the extent and manner in which the Wheatley Review recommendations will continue to be adopted and the timing of such changes may adversely affect the current trading market for LIBOR-based securities and the value of the Class [    ]([    ]-[    ]) notes.]

[Limited Subordination; Possible Loss of Subordination]

[For Class A: The credit enhancement for the Class A([    ]-[    ]) notes from the Class B notes, the Class C notes and the Class D notes is limited by the available subordinated amount of Class B notes, the available subordinated amount of Class C notes and the available subordinated amount of Class D notes for these notes, which is the applicable required subordinated amount of such subordinated notes minus usage of those subordinated notes. If you own a note and all of your credit enhancement has been used, you will bear directly the credit and other risks associated with your investment in the notes.]

[For Class B: The credit enhancement for the Class B([    ]-[    ]) notes from the Class C notes and the Class D notes is limited by the available subordinated amount of Class C notes and the available subordinated amount of Class D notes for these notes, which is the applicable required subordinated amount of such subordinated notes minus usage of those subordinated notes. If you own a note and all of your credit enhancement has been used, you will bear directly the credit and other risks associated with your investment in the notes.]

[For Class C: The credit enhancement for the Class C([    ]-[    ]) notes from the Class D notes is limited by the available subordinated amount of Class D notes for these notes, which is the applicable required subordinated amount of such subordinated notes minus usage of those subordinated notes. If you own a note and all of your credit enhancement has been used, you will bear directly the credit and other risks associated with your investment in the notes.]

[For Class A and Class B: Subordinated notes may have expected maturity dates and legal maturity dates earlier than the expected maturity date or legal maturity date for the Class [    ]([    ]-[    ]) notes.

If notes of a subordinated class reach their expected maturity date at a time when they are needed to provide the required subordination for the Class [A][B] notes and no additional subordinated notes are issued, prefunding of the Class [A][B] notes will begin and such subordinated notes will not be paid on their expected maturity date. The targeted prefunding amounts for the principal funding subaccounts for the Class [A][B] notes will be based on the amount necessary to permit the payment of those subordinated notes while maintaining the required subordination for the portion of Class [A][B] notes that have not been prefunded. See “Deposits and Allocation of Funds for DiscoverSeries Notes — Prefunding.”

Subordinated notes that have reached their expected maturity date will not be paid until the remaining subordinated notes provide the required subordination for the Class A [and Class B] notes, which payment may be delayed further as other subordinated notes reach their expected maturity dates. The subordinated notes will be paid on their legal maturity date, to the extent that any funds are available for that purpose from proceeds of the sale of receivables or otherwise allocable to the subordinated notes, whether or not the Class A [and Class B] notes have been fully prefunded.

If DCENT does not receive sufficient series principal amounts during this prefunding period, your notes may not be fully prefunded before the legal maturity date of the subordinated notes. In that event, to the extent not fully prefunded, your notes would not have the required subordination beginning on the legal maturity date of those subordinated notes. This will not be cured until additional subordinated notes are issued, sufficient series principal amounts have been allocated for prefunding or a sufficient amount of Class A [and Class B] notes have matured so that the remaining outstanding subordinated notes provide the necessary subordination.]]

[Possible Changes in Required Subordination Percentage and Other Provisions]

[The percentages used in, or the method of calculating, the required subordinated amounts for the Class [    ]([    ]-[    ]) notes may change without your consent or the consent of any other noteholders if each applicable note rating agency hired by the note issuance trust confirms that the change will not cause a reduction of the ratings of

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any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings. In addition, the percentages used in, or the method of calculating, the required subordinated amount of any tranche of DiscoverSeries notes, including other tranches in the same class, may be different than the percentages used in, or the method of calculating, the required subordinated amount for the Class [    ]([    ]-[    ]) notes. In addition, the note issuance trust, without the consent of any noteholders, may utilize forms of credit enhancement other than subordinated notes to provide the Class [    ]([    ]-[    ]) notes with the required credit enhancement, if the applicable note rating agencies hired by the note issuance trust confirm that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings.

The note issuance trust, without the consent of any noteholders, may change provisions that cause the master trust to allocate finance charge collections to the collateral certificate based on an investor interest in receivables that does not reflect unscheduled principal payments after an early redemption event or an event of default, if each applicable note rating agency hired by the note issuance trust confirms that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings.]

Ratings of the Notes May Be Lowered or Withdrawn, and Unsolicited Ratings May Be Lower Than Any Ratings Issued by Rating Agencies Hired by Discover Bank to Rate the Notes

A rating is not a recommendation to purchase, hold or sell the Class [    ]([    ]-[    ]) notes. Ratings of the notes address the likelihood of timely payment of interest and ultimate payment of principal on the notes pursuant to their terms. Thus, there is no assurance that a rating assigned to the Class [    ]([    ]-[    ]) notes on the date on which such note is originally issued will not be lowered or withdrawn by a rating agency if in its judgment circumstances (including, without limitation, as a result of losses on the related receivables in excess of the levels contemplated by the rating agency at the time of its initial rating analysis) in the future so warrant. The rating agencies hired by Discover Bank to rate the Class [    ]([    ]-[    ]) notes may have a conflict of interest because Discover Bank has paid the fee charged by the rating agency for rating the notes.

In addition, rating agencies that have not been hired by Discover Bank to rate the Class [    ]([    ]-[    ]) notes will have access to the same information provided by Discover Bank to any rating agencies it has hired and may provide an unsolicited rating that differs from or is lower than the rating provided by the rating agencies Discover Bank has hired to rate the notes. The issuance of such a lower rating may adversely affect the market value or liquidity of the Class [    ]([    ]-[    ]) notes.

The SEC adopted credit rating agency reform regulations on August 27, 2014 that, when effective, will impose significant new regulatory requirements on NRSROs, and will change many aspects of the ways NRSROs review and disseminate credit ratings. Market participants are still reviewing the new rules to assess possible impacts on rated obligations such as the Class [    ]([    ]-[    ]) notes, including the possibility that rating agency confirmations may be more expensive and more difficult to obtain; or that ratings may be subject to more frequent reviews and revisions that may increase their volatility.

Certain of the rating agencies have indicated that their ratings on the Class [    ]([    ]-[    ]) notes could potentially be affected by a change in the corporate structure or rating of Discover Bank even without a change in the quality or performance of the receivables in the master trust. We cannot assure you that no such corporate structure or rating change will occur before the Class [    ]([    ]-[    ]) notes mature. If Discover Bank is not able to satisfy rating agency requirements, such as completing certain credit enhancement actions requested by the rating agencies, to maintain the ratings of asset-backed securities issued by the master trust and the note issuance trust, it could limit Discover Bank’s ability to access the securitization markets. Additional factors affecting the extent to which Discover Bank will securitize its credit card receivables in the future include the overall credit quality of the receivables, the costs of securitizing the receivables and the legal, regulatory, accounting and tax requirements governing securitization transactions. A prolonged inability to securitize receivables may have a material adverse effect on Discover Bank’s liquidity, cost of funds and overall financial condition.

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Deteriorations in Master Trust Performance or Receivables Balance; Possible Early Redemption Event

If certain measures of excess cash flow for the DiscoverSeries notes, and the group of master trust series to which the collateral certificate belongs are less than zero on a three-month rolling average basis, an excess spread early redemption event for the DiscoverSeries will occur. (If such an event occurs because of the introduction of, or any change in, interpretation of a law, regulation or accounting guideline and any such measure of excess spread on a one-month basis is restored to a specified level on an annualized percentage basis, the excess spread early redemption event may be cured and early redemption of the notes may terminate, as described under “—Effects of an Early Redemption Event or Event of Default; Excess Spread Early Redemption Cure.”) If the level of receivables in the master trust declines because customers generate fewer new receivables on their accounts, and Discover Funding LLC cannot add enough receivables from other accounts or interests in other pools of credit card receivables to maintain the required minimum level of receivables in the master trust, an amortization event will also occur with respect to the collateral certificate, which constitutes an early redemption event with respect to the note issuance trust.

[The Class [    ]([    ]-[    ]) notes, which receive the benefit of a derivative agreement, may not be redeemed earlier than the expected maturity date of this tranche of notes notwithstanding the occurrence of one of these events. The note issuance trust will nonetheless begin to fund the principal funding subaccount for this tranche during any period that such early redemption event is occurring but shall retain such funds on behalf of the noteholders until such expected maturity date. For the Class [    ]([    ]-[    ]) notes, if such event is subsequently cured, amounts so deposited may be reinvested in the collateral certificate.]

The following factors could cause master trust and collateral certificate performance to deteriorate, excess cash flow for the DiscoverSeries notes to decrease, or the receivables balance in the master trust to decline:

(1) Discover Bank May Change Terms of the Accounts

Discover Bank transfers receivables, but not accounts, to the depositor which, in turn, transfers the receivables to the master trust. As owner of any account, Discover Bank has the right to determine the rate for periodic finance charges, to alter the account’s minimum required monthly payment, to change the account’s credit limit and to change various other account terms. If periodic finance charges or other fees decrease, the master trust’s finance charge collections and the effective yield on the receivables could also decrease. In addition, if Discover Bank increases credit limits on accounts, charged-off amounts might increase and the levels of receivables in the master trust and in the Discover card portfolio might decrease. Certain types of Discover cards may offer customers credit limits that may be substantially higher, and impose periodic finance charges that in some cases are lower, than those available with other types of Discover cards.

Except as described in this paragraph, the receivables sale and contribution agreement does not restrict Discover Bank’s ability to change the terms of accounts or receivables. The pooling and servicing agreement, the indenture and other DCENT agreements also do not restrict Discover Bank’s ability to change the terms of accounts or receivables. Discover Bank may decide, because of changes in the marketplace or applicable laws, or as a prudent business practice, to change the terms of some or all of its Discover card accounts. Provisions of the Credit Card Accountability, Responsibility and Disclosure Act of 2009 (the “CARD Act”) include restrictions on the ability to increase interest rates on accounts, as more fully described in “—(6) Legislative and Regulatory Initiatives.” Discover Bank may not change the terms governing an account that has been designated to the master trust unless it changes the terms of its other accounts of the same general type or it changes the terms for all customers who reside in a particular affected state or similar jurisdiction. Changes to account terms may not, however, affect the accounts that have been designated to the master trust to the same degree as they affect Discover Bank’s other accounts. Originators selling receivables to Discover Funding LLC other than Discover Bank will be able to change account terms in the same circumstances and subject to the same limitations as Discover Bank.

(2) Interest on the Receivables and Interest on the Notes Accrue at Different Rates

Some of the receivables in the master trust will accrue periodic finance charges at the prevailing prime rate plus a margin, while the Class [    ]([    ]-[    ]) notes accrue interest at rates that [float against [LIBOR][EURIBOR][other indices limited exclusively to interest rates]][are fixed]. Changes in the prime rate may

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result in a higher or lower spread between the amount of finance charge collections on the receivables and the amount of interest payable on your notes and other amounts required to be funded out of finance charge collections allocated to the collateral certificate. [For Fixed Rate Notes: An investment in fixed-rate notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the fixed rate notes.] [For Floating Rate Notes: Changes in [LIBOR][EURIBOR][other indices limited exclusively to interest rates] might not be reflected in the prime rate.]

[For Floating Rate Notes: Similarly, some of the receivables in the master trust will accrue periodic finance charges at fixed rates, while the Class [    ]([    ]-[    ]) notes accrue interest at rates that float against [LIBOR][EURIBOR][other indices limited exclusively to interest rates]. If [LIBOR][EURIBOR][other indices limited exclusively to interest rates] increases, the interest payments on your notes and other amounts required to be funded out of finance charge collections will increase, while the amount of finance charge collections on these receivables will remain the same unless and until Discover Bank resets the fixed rates on the accounts.]

(3) Payments, Generation of Receivables and Maturity

Customers may pay the receivables at any time and in any pattern, and they may decide not to create additional receivables in their accounts. In some cases, Discover Bank may also close customers’ accounts so they cannot incur new charges. Customers’ credit use and payment patterns may change because of many social, legal and economic factors, including the rate of inflation and relative interest rates offered for various types of loans, and legislative change. Discover Bank’s ability to compete in the credit card industry at any point in time will affect how customers pay existing receivables and how they generate new receivables that Discover Bank can convey to the depositor for subsequent transfer by the depositor to the master trust. Generation of fewer receivables will likely reduce the amount of interchange allocable to the master trust. In addition, if convenience use increases — more customers pay their balances within the grace period to avoid all finance charges on purchases of merchandise and services — then the effective yield on the receivables in the master trust might decrease. Conversely, the terms governing the accounts require only a minimum monthly payment, and if customers repay a smaller percentage of their balances than they currently repay each month, the master trust may not be able to make sufficient distributions on the collateral certificate to allow DCENT to make scheduled principal payments to you on a timely basis.

A customer’s ability to repay Discover Bank can be negatively impacted by increases in payment obligations to other lenders under mortgage, credit card and other consumer loans. Such changes can result from increases in base lending rates or structured increases in payment obligations, and could reduce the ability of Discover Bank’s customers to meet their payment obligations to other lenders and to Discover Bank. In addition, a customer’s ability to repay Discover Bank can be negatively impacted by the restricted availability of credit to consumers generally, including reduced and closed lines of credit. Customers with insufficient cash flow to fund daily living expenses and lack of access to other sources of credit may be more likely to increase their card usage and ultimately default on their payment obligations to Discover Bank, resulting in higher credit losses in Discover Bank’s portfolio. Discover Bank’s collection operations may not compete effectively to secure more of customers’ diminished cash flow than its competitors. In addition, Discover Bank may not identify customers who are likely to default on their payment obligations quickly and reduce its exposure by closing credit lines and restricting authorizations, which could adversely impact Discover Bank’s financial condition and results of operations. Discover Bank’s ability to manage credit risk also may be adversely affected by legal or regulatory changes (such as restrictions on collections, bankruptcy laws, minimum payment regulations and re-age guidance), competitors’ actions and consumer behavior, as well as inadequate collections staffing, techniques and models.

Heightened levels of consumer debt, large numbers of personal bankruptcies, or a weakened national or regional economy may cause increases in delinquencies in, and charge-offs of, the receivables in the master trust. For example, certain regional events, such as hurricanes that strike coastal regions, may negatively affect levels of receivables, related interest and fee revenue of the accounts in the master trust arising from such affected region. For geographic information regarding receivables in the master trust, see “The Master Trust — The Master Trust Accounts — Current Composition and Distribution of the Master Trust Accounts.” Moreover, terrorist acts against the United States or other nations, the commencement of hostilities between the United States and a foreign nation or nations or natural disasters could have a direct impact on the timing and amount of payments on your notes. Credit quality, customer behavior and other factors, including Discover Bank’s ability to waive or change fee terms, may decrease fees. Any delay in DCENT’s payment of principal with respect to your notes will extend the period during which charged-off receivables may be allocated to your notes.

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(4) Competition in the Credit Card Industry

The credit card industry in which the Discover card competes is highly competitive. Competition in the credit card industry affects Discover Bank’s ability to obtain applicants for Discover card accounts, to encourage customers to use accounts and, through its arrangement with DFS Services LLC, to persuade service establishments to accept the Discover card. If Discover Bank does not compete successfully in these areas, the level of receivables transferred to the depositor and subsequently to the master trust and in the Discover card portfolio may decline. Lower transaction volume for the Discover card portfolio may also lead to a decline in interchange allocated to the master trust.

Competition in the credit card industry focuses on a number of factors, including brand, reputation, customer service, product offerings, incentives, pricing and other terms. Discover Bank’s credit card business also competes on the basis of reward programs and merchant acceptance. In particular, competition based on cash rewards programs has increased in the past two years. In addition, the heightened focus by merchants on the fees charged by credit card networks, together with the Dodd-Frank Act and recent U.S. Department of Justice settlements with Visa and MasterCard, which would allow merchants to encourage customers to use other payment methods or cards and may increase merchant surcharging, could lead to reduced transactions on, or merchant acceptance of, Discover cards or reduced fees. Actual or perceived limitations on acceptance of credit cards issued by Discover Bank could adversely affect the use of Discover cards by existing customers and the attractiveness of the Discover card to prospective customers. Also, Discover Bank may have difficulty attracting and retaining network partners if we are unable to add or retain acquirers or merchants who accept Discover cards. As a result of these factors, a reduction in the number of Discover Bank’s merchants or the rates they pay could materially adversely affect Discover Bank’s business, financial condition, results of operations and cash flows.

There is also increased competition related to new technologies being utilized in the credit card industry, including the ability to access accounts and make payments via mobile devices. The market includes:

• bank-issued credit cards, including co-branded cards issued by banks in cooperation with industrial, retail or other companies, and affinity cards issued by banks in cooperation with organizations such as universities and professional groups, and

• charge cards issued by travel and entertainment companies.

Although Discover Bank has increasingly offered its customers other lending products, including personal and student loans, some of Discover Bank’s competitors offer a wider variety of loan products than Discover Bank does, which may position them better among customers who prefer to use a single financial institution to meet all of their financial needs. There has been a trend toward consolidation among credit card issuers, leading to greater concentration of resources. Some of Discover Bank’s competitors enjoy greater capital resources than Discover Bank does, and are therefore able to invest more in initiatives to attract and retain customers, such as advertising, targeted marketing, account acquisitions and pricing competition in interest rates, annual fees, reward programs and low-priced balance transfer programs. In addition, if Discover Bank is unable to maintain sufficient network functionality to be competitive with other networks, or if our competitors develop better data security solutions or more innovative products and services than we do, our ability to retain and attract network partners and maintain or increase the revenues generated by our card issuing business may be materially adversely affected. Additionally, competitors may develop data security solutions which, as a consequence of the competitors’ market power, we may be forced to use. As a result, those competitors could subject Discover Bank to adverse restrictions and Discover Bank’s business may be adversely affected.

The significant majority of the bank-issued credit cards bear the Visa or MasterCard service mark and are issued by the many banks that participate in one or both of the national bank card networks operated by Visa U.S.A., Inc. and MasterCard Worldwide. Since October 2004, financial institutions have been permitted to issue credit cards on the national network maintained by DFS Services LLC (the “Discover^® Network”); however, these credit cards may compete with credit cards issued by Discover Bank. The Visa and MasterCard networks have been in existence

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for more than 40 years. Cards bearing their service marks have worldwide acceptance by merchants of goods and services and recognition by consumers and the general public. Co-branded credit cards, which offer the cardmember certain benefits relating to the industrial, retail or other business of the bank’s co-branding partner, such as credits towards purchases of airline tickets or rebates for the purchase of an automobile, and affinity cards, which give cardmembers the opportunity to support and affiliate with the affinity partner’s organization and often provide other benefits, both currently represent a large segment of the bank-issued credit card market. American Express Company, which has been issuing cards since 1958, issues the majority of travel and entertainment cards. Travel and entertainment cards differ in many cases from bank cards in that they generally have no pre-established credit limits and have limited provisions for repayments in installments. The Discover card, which Discover Bank introduced nationwide in 1986, competes with general purpose credit cards issued by other banks and with travel and entertainment cards. Discover Bank continues to add new cards and card products to its offerings, including new reward programs and other features.

(5) Consumer Protection Laws and Regulations

Discover Bank must comply with federal and state consumer protection laws, regulations and guidance in connection with making and enforcing consumer loans such as credit card loans, including the loans in the master trust. These laws, regulations and related guidance and applications or interpretations thereof, including any changes thereto, could adversely affect Discover Bank’s ability to generate new receivables, to collect on the receivables in the master trust or to maintain previous levels of monthly periodic finance charges. Federal laws include the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act, the CARD Act and the Dodd-Frank Act. These and other federal laws, among other things, require disclosures of the cost of credit, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections, require safe and sound banking operations, prohibit unfair, deceptive and abusive trade practices, restrict Discover Bank’s ability to raise interest rates, and subject us to substantial regulatory oversight. State and, in some cases, local laws also may regulate in these areas, as well as in the areas of collection practices, and may provide other additional consumer protections. Moreover, Discover Bank is subject to the Servicemembers Civil Relief Act (the “SCRA”), which protects persons called to active military service and their dependents from undue hardship resulting from their military service. The SCRA applies to all debts incurred prior to the commencement of active duty (including credit card and other open-end debt) and limits the amount of interest, including service and renewal charges and any other fees or charges (other than bona fide insurance) that is related to the obligation or liability.

Further, the establishment of the CFPB under the Dodd-Frank Act may result in additional regulations that affect Discover Bank’s business and may change the implementation and enforcement of existing regulations. The CFPB is authorized to prevent “unfair, deceptive or abusive acts or practices” and ensure consistent enforcement of laws so that all consumers have access to markets for consumer financial products and services that are fair, transparent and competitive. The CFPB has rulemaking and interpretive authority under the Dodd-Frank Act and other federal consumer financial services laws (including the CARD Act), as well as broad supervisory, examination and enforcement authority over large providers of consumer financial products and services, such as Discover Bank. In addition, the CFPB has an online complaint system that allows consumers to log complaints with respect to the products Discover Bank offers. The system could inform future agency decisions with respect to regulatory, enforcement or examination focus. Several of Discover Bank’s products, including credit cards and student loans, are areas of focus by the CFPB. [The CFPB is currently investigating certain student loan servicing practices of Discover Bank.] If the CFPB determines to bring an enforcement action, it could include demands for civil money penalties, changes to certain of Discover Bank’s business practices and customer restitution. [Given that the CFPB is a relatively new agency and is continuing to develop its approaches to fulfilling its statutory mandate,] we cannot at this time predict the extent to which CFPB actions may affect Discover Bank or the consumer finance markets in which it operates.

Discover Bank can make no assurances about the outcome or impact of consumer protection laws, regulations and guidance or changes therein, on its financial position. If Discover Bank does not comply with these laws, regulations and guidance, it may not be able to collect the receivables. These laws, regulations and guidance will also apply to any other servicer of the receivables, with the same possible effects.

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In addition, when Discover Bank transfers receivables to Discover Funding LLC and Discover Funding LLC transfers receivables to the master trust, each of Discover Bank and Discover Funding LLC makes certain representations and warranties to the related transferee, including, but not limited to that it has complied in all material respects with the legal requirements that applied to the creation of a receivable being transferred under the applicable agreement. If the transferee:

• does not cure its noncompliance in a specified period of time, and

• the noncompliance has a material adverse effect on Discover Funding LLC’s or the master trust’s, as applicable, interest in all of the receivables in the master trust,

all receivables in the affected accounts will be purchased from the master trust by Discover Funding LLC and subsequently from Discover Funding LLC by Discover Bank. Any payments made to the master trust with respect to the repurchase of receivables will be treated as collections by the master trust and will be distributed to noteholders as described in this prospectus. Discover Bank does not anticipate that the trustee for the master trust will examine the receivables or the records relating to the receivables to determine whether they have legal defects or for any other purpose.

Discover Bank is subject to state and federal laws regarding the use and safeguarding of consumer information, including laws requiring consumer notification in the event of a data breach. Due to recent consumer data compromise events in the United States, which resulted in unauthorized access to payment card data of millions of customers, the United States has experienced a heightened legislative and regulatory focus on data security. Regulation of privacy, data use and security may cause an increase in the costs to issue payment cards and/or may decrease the number of cards that Discover Bank or third parties issue. New regulations in these areas may also increase the costs to comply with such regulations, which could materially adversely affect Discover Bank’s financial condition and results of operations. Failure to comply with the privacy and data use and security laws and regulations to which Discover Bank is subject, including by reason of inadvertent disclosure of confidential information, could result in fines, sanctions or other penalties and loss of consumer confidence, which could materially adversely affect Discover Bank’s reputation and ability to attract and retain customers.

(6) Legislative and Regulatory Initiatives

The financial services industry, in general, is heavily regulated. The Dodd-Frank Act has and will continue to significantly increase the regulation of the financial services industry, including through the creation of the CFPB and the imposition of increased prudential standards on systemically significant institutions, including Discover Bank and Discover Financial Services. Proposals for legislation further regulating the financial services industry are continually being introduced in the U.S. Congress and in state legislatures. Congress continues to consider extensive changes to the laws regulating financial services firms, including bills that address risks to the economy and the payments system through a variety of measures.

Legislation Addressing Credit Card Practices

The CARD Act was enacted in 2009. The CARD Act made numerous amendments to the Truth in Lending Act, requiring Discover Bank to make fundamental changes to many of its business practices, including marketing, underwriting, pricing and billing. The CARD Act’s restrictions on a lender’s ability to increase interest rates on existing balances to respond to market conditions and credit risk ultimately limits Discover Bank’s ability to extend credit to new customers and provide additional credit to current customers. Other CARD Act restrictions have resulted and will continue to result in reduced interest income and loan fee income.

As a result of the CARD Act and other consumer protection laws and regulations, it may be more difficult for Discover Bank or its affiliates to originate additional accounts because of the need to employ more restrictive underwriting and credit management procedures, or for the servicer to collect payments on the receivables. In addition, the finance charges and other fees that Discover Bank or its affiliates can charge on credit card account balances may be reduced. Account holders also may choose to use credit cards less frequently or for smaller amounts as a result of these consumer protection laws. Each of these results, independently or collectively, could

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reduce the effective yield of the accounts designated for the master trust and could, if large enough, result in an amortization event for the collateral certificate or an early redemption event for your notes. See “Certain Legal Matters Relating to the Receivables — Consumer Protection Laws and Debtor Relief Laws Applicable to the Receivables.”

Other Credit Card Legislation

Congress may also consider other legislation affecting Discover Bank’s business. Examples include a ceiling on the rate of interest that can be charged on credit cards, restrictions on interchange fees on credit card transactions, and extending the provisions of the CARD Act to business cards.

Financial Regulatory Reform

The Dodd-Frank Act

The Dodd-Frank Act contains a comprehensive set of provisions designed to govern the practices and oversight of financial institutions and other participants in the financial markets. The Dodd-Frank Act, as well as other legislative and regulatory changes, could have a significant impact on Discover Bank by, for example, requiring Discover Bank to change certain of its business practices, requiring Discover Bank to meet more stringent capital, liquidity and leverage ratio requirements, limiting Discover Bank’s ability to pursue certain business opportunities, imposing additional costs on Discover Bank, limiting fees Discover Bank can charge for services, impacting the value of Discover Bank’s assets, or otherwise adversely affecting Discover Bank’s businesses. Such requirements may also be imposed on Discover Bank’s parent, Discover Financial Services, or its other affiliates.

The Dodd-Frank Act addresses risks to the economy and the payments system, especially those posed by large systemically significant financial firms. Under the Dodd-Frank Act, bank holding companies with $50 billion or more in total consolidated assets, including Discover Financial Services, are considered systemically significant and are subject to heightened prudential standards, including heightened capital, leverage, liquidity, credit exposure and risk management requirements and to other requirements to be established by the Federal Reserve. In July 2013, the Federal Reserve, FDIC and the Office of the Comptroller of the Currency (“OCC”) issued a final rule to implement the provisions of the Basel III regulatory capital reforms that is applicable to Discover Financial Services and Discover Bank. The final rule includes new minimum and “well-capitalized” risk-based capital and leverage ratios, which will be phased in from 2014 to 2019, and refines the definition of what constitutes “capital” for purposes of calculating those ratios. In September 2014, the Federal Reserve, the FDIC and OCC also issued a final rule to implement the Basel III liquidity coverage ratio requirements. Discover Financial Services and Discover Bank are still assessing the impact of these rules. Additionally, under the Dodd-Frank Act, Discover Financial Services is required to submit an annual capital plan for approval by the Federal Reserve. In January 2014, Discover Financial Services submitted its annual capital plan to be reviewed under the enhanced standards set forth in the Federal Reserve’s 2013 Comprehensive Capital Analysis and Review (“CCAR”) program. [Also beginning in 2014, Discover Financial Services is required to conduct capital stress tests twice per year. Under a similar FDIC rule, Discover Bank, as a state nonmember bank with $50 billion or more in assets, is required to comply with the same capital stress test requirements as CCAR bank holding companies such as Discover Financial Services. Also under Dodd-Frank, both Discover Financial Services and Discover Bank are required to submit to the bank regulatory agencies resolution plans or “living wills” on an annual basis. The initial resolution plans for Discover Financial Services and Discover Bank were submitted on December 31, 2013.]

The Dodd-Frank Act also provides for enhanced regulation of derivatives, restrictions on and additional disclosure of executive compensation, additional corporate governance requirements and more stringent requirements with respect to affiliate transactions, mergers and acquisitions, proprietary trading and investment in, and sponsorship of, hedge funds and private equity funds. The Dodd-Frank Act also grants broad new powers to the government to seize and conduct an orderly liquidation of failing systemically-important financial firms, including bank holding companies and other nonbank financial companies, and to recover the costs of such liquidations through assessments on large financial firms.

Effective July 2011, the Dodd-Frank Act requires a bank holding company that elects treatment as a financial holding company, such as Discover Financial Services, to be both well-capitalized and well-managed in

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addition to the existing requirement that a financial holding company’s subsidiary banks be well capitalized and well-managed. If Discover Financial Services were to fail to meet these requirements, Discover Bank could be restricted from engaging in new financial activities or acquisitions or be required to discontinue or divest existing activities that are not generally permissible for bank holding companies.

In addition, the Dodd-Frank Act contains several provisions that could change the FDIC deposit insurance premiums paid by Discover Bank. Various other assessments and fees are also authorized in the legislation and others could be authorized in the future. The Dodd-Frank Act also requires the SEC to impose asset-level registration statement disclosure requirements if the data is necessary for investors to independently perform due diligence and prohibits conflicts of interest relating to securitizations. In August 2014, as discussed below, the SEC adopted final amendments to the disclosure requirements and offering process for registered asset-backed securities and also included certain changes that will affect both unregistered offerings and registered offerings of asset-backed securities as part of its rating agency reform rules. Although these final rules will not require asset-level data for the Discover Card securitization program, they may have significant effects on the way Discover issues new DiscoverSeries notes. [Discover Bank is still assessing these new rules.] Final rules prohibiting conflicts of interest relating to securitizations have not yet been adopted.

In December 2013, regulators finalized the rule implementing Section 619 of the Dodd-Frank Act, commonly referred to as the Volcker Rule, which contains certain prohibitions and restrictions on the ability of a banking entity and nonbank financial company supervised by the Federal Reserve to engage in proprietary trading and have certain interests in, or relationships with, a hedge fund or private equity fund. We do not believe the Volcker Rule will have a material impact on Discover Bank’s credit card securitization program, the depositor, the master trust, or the note issuance trust.

While many of the rules and regulations required by the Dodd-Frank Act have been enacted, many have yet to be promulgated, which could result in additional legislative or regulatory action. The effect of the Dodd-Frank Act and its implementing regulations on Discover Bank’s and its affiliates’ businesses and operations is subject to continued uncertainty and could be substantial. In addition, Discover Bank may be required to invest significant management time and resources to address the various provisions of the Dodd-Frank Act and the numerous regulations that are required to be issued under it. The Dodd-Frank Act, any related legislation and any implementing regulations could have a material adverse effect on Discover Bank’s business, results of operations and financial condition.

Securities and Exchange Commission

In August 2014, the SEC adopted revised rules for asset-backed securities offerings (“SEC Regulation AB II”) that substantially changed the disclosure, reporting and offering process for public offerings of asset-backed securities, including those offered under Discover Bank’s credit card securitization program. In its adopting release for SEC Regulation AB II, the SEC has indicated it may revisit certain proposals not reflected in the final rules, such as grouped data for credit card securitizations, in the future.

On August 31, 2011, the SEC issued an advance notice of proposed rulemaking relating to the exemptions the master trust and note issuance trust rely on to avoid registration as investment companies. At this time, we cannot predict what form the related proposed and final rules will take, or whether such rules would materially impact Discover Bank’s securitization program.

On October 21, 2014, the FDIC adopted regulations that would mandate a minimum five percent risk retention requirement for securitizations that are issued after December 24, 2016, the date which is two years after the regulations were published in the Federal Register. The SEC, the Federal Reserve and certain other banking regulators have also approved the risk retention regulations. [Discover Bank has not yet determined whether its existing forms of risk retention will satisfy the final regulatory requirements or whether structural changes will be necessary. Such risk retention requirements may impact the bank’s ability or desire to issue asset-backed securities in the future.] [See “The Originator and Sponsor — Credit Risk Retention” in this prospectus for information on how Discover Bank complies with these risk retention requirements.]

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Also, Congress may move to further regulate holding companies that own depository institutions, such as Discover Bank, which could result in additional complexity and expense. Furthermore, various federal and state agencies and standard-setting bodies may, from time to time, enact new or amend existing accounting rules or standards that could impact the master trust’s performance or Discover Bank’s capital or capital requirements. See “—FDIC Rule Regarding Securitizations.”

Addition of Accounts

Discover Funding LLC may, and in certain circumstances will be required to, designate additional accounts, the receivables in which will be transferred to the master trust. The allocable portion of interchange calculated by reference to net merchant sales on such accounts on and after the date of designation will also be assigned to the master trust. Discover Funding LLC may also designate interests in other pools of credit card receivables and interchange for inclusion in the master trust. The additional accounts may be Discover card accounts originated by Discover Bank or an affiliate of Discover Bank, and they may be newly originated accounts. If the accounts are not originated by Discover Bank, they may be serviced by their originator, and the risks discussed under the headings “—Security Interest Matters”, “Insolvency Related Matters” and “—Deteriorations in Master Trust Performance or Receivables Balance; Possible Early Redemption Event — Consumer Protection Laws and Regulations” will apply to the new originator and servicer to the same extent that they apply to Discover Bank. Because any additional accounts or accounts underlying interests in other pools of receivables may not be accounts of the same type as the accounts already included in the master trust, the additional accounts:

• may contain a higher proportion of newly originated accounts;

• may include accounts originated using criteria different from the criteria Discover Bank used in the accounts already in the master trust;

• may not be of the same credit quality as the accounts already included in the master trust;

• may have different terms than the accounts already included in the master trust, including lower periodic finance charges, which may reduce the average yield on the receivables in the master trust;

• may have lower transaction volume or, for accounts that are not Discover card accounts, have lower rates of interchange fees associated with them, in each case leading to lower levels of related interchange;

• may include accounts for which the customers pay receivables at a slower rate, which could delay principal payments to you; and

• may initially have lower levels of recoveries than accounts already in the master trust because Discover Funding LLC will not add charged-off accounts to the master trust.

Addition of Other Collateral Certificates

The primary asset in DCENT is the collateral certificate. At any time, another collateral certificate may be added to DCENT. We cannot guarantee that additional collateral certificates, or credit card receivables in the related master trust, including additional accounts related to such additional collateral certificates will be of the same credit quality as the Series 2007-CC collateral certificate or the credit card receivables in the master trust. At all times, DCENT’s assets will consist primarily of collateral certificates backed by credit card receivables or, in limited circumstances in the future, of credit card receivables. The credit card receivables in the master trust will be generated by revolving credit card accounts owned by Discover Bank or its affiliates.

Discover Funding LLC may choose to transfer additional assets to DCENT. In addition, if an additional collateral certificate were transferred to DCENT, series principal amounts not allocated to noteholders and not required to pay interest on senior notes, to pay servicing fees or to be deposited to a principal funding subaccount for the benefit of noteholders, need not be reinvested in that collateral certificate, but instead may be (1) invested or

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reinvested in another collateral certificate included or to be included in DCENT or (2) paid to the depositor. Additional interests in receivables may be transferred to DCENT by increasing the investor interest in receivables represented by the existing collateral certificates held by DCENT, such as the Series 2007-CC collateral certificate, and additional collateral certificates may be transferred to DCENT without the payment of cash. New assets transferred to DCENT, either by designating them as note issuance trust assets or by reinvesting series principal amounts in such assets, may have characteristics, terms, conditions, cash flows and allocation percentages or methodologies that are different from those of the Series 2007-CC collateral certificate and may be of different credit quality due to differences in underwriting criteria and payment terms of the underlying receivables.

[Discover Bank, as servicer, will determine the reinvestment of collections on the assets held by DCENT over time. Reinvestment may result in increases or decreases in the relative amounts of different types of assets held by DCENT.] In addition, there is no obligation on the part of Discover Funding LLC to transfer additional assets to DCENT by increasing the investor interest in receivables represented by any collateral certificate. If the credit quality of DCENT’s assets were to deteriorate, your receipt of principal and interest payments may be reduced, delayed or accelerated. See “Risk Factors — Deteriorations in Master Trust Performance or Receivables Balance; Possible Early Redemption Event.”

Effects of an Early Redemption Event or Event of Default; Excess Spread Early Redemption Cure

If an early redemption event or event of default occurs with respect to the Class [    ]([    ]-[    ]) notes:

• you may receive payments of principal earlier than you expected;

• you may not receive all principal payments by the expected maturity date for the Class [    ]([    ]-[    ]) notes;

• we cannot predict how much principal the note issuance trust will pay you in any month or how long it will take to pay your invested amount in full; and

• the risk that you will not receive full interest payments or that you will not receive an aggregate amount of principal equal to the face amount of the Class [    ]([    ]-[    ]) notes will increase.

If an excess spread early redemption event for the Class [    ]([    ]-[    ]) notes occurs because of the introduction of, or any change in or change of interpretation of, a law, regulation or accounting guideline and any measure of excess spread on a one-month basis is restored to [4.50]% on an annualized percentage basis on any distribution date within 3 months following such excess spread early redemption event, unless another early redemption event or event of default for such tranche has occurred (other than another excess spread early redemption event), the excess spread early redemption event will be cured. In such case, although any amounts already allocated to the principal funding subaccount for the Class [    ]([    ]-[    ]) notes in connection with such excess spread early redemption event will be paid to the Class [    ]([    ]-[    ]) noteholders notwithstanding such cure, the early redemption for this tranche will terminate, and as a result:

• the targeted principal deposit for this tranche for subsequent distribution dates will be determined as if such excess spread early redemption event had not occurred,

• principal will be paid on a scheduled principal payment date as originally scheduled in the applicable terms document for this tranche, and

• the accumulation amount for this tranche will be adjusted to give effect to any payments made in connection with the early redemption.

However, if, within 3 months following an excess spread early redemption cure,

• any measure of excess spread on a three-month rolling average basis continue to be less than zero and no measure of excess spread on a one-month annualized percentage basis is [4.50]% or above,

• all measures of excess spread on a one-month basis are less than zero,

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the early redemption of the Class [    ]([    ]-[    ]) notes resumes and all allocations or calculations that are required to be based on the nominal liquidation amount of any tranche immediately prior to the occurrence of an early redemption event will be made as though the original excess spread early redemption event had occurred and such excess spread early redemption cure had not occurred.

Within 12 months following such excess spread early redemption cure, another excess spread early redemption cure may not occur, and an excess spread early redemption event will be incurable.

If an excess spread early redemption cure occurs with respect to the Class [    ]([    ]-[    ]) notes:

• you may receive partial payments of principal earlier than you expected and then have to continue to hold the remainder of your investment until the expected maturity date of the Class [    ]([    ]-[    ]) notes;

• we cannot predict how much principal the note issuance trust will pay you prior to the occurrence of the excess spread early redemption cure; and

• you will not have the option to require the note issuance trust to continue the early redemption of the Class [    ]([    ]-[    ]) notes.

[Notwithstanding the foregoing, the Class [    ]([    ]-[    ]) notes, which receive the benefit of a derivative agreement, may not be redeemed earlier than the expected maturity date of the Class [    ]([    ]-[    ]) notes [unless [specify any exceptions]].]

[Cleanup Call]

[The Depositor or an affiliate thereof, may purchase the remaining notes of any tranche (including the Class [    ]([    ]-[    ]) notes), class or series if the nominal liquidation amount of such tranche, class or series is less than 5% of the highest outstanding dollar principal amount of such tranche, class or series at any time. See “The Notes — Cleanup Calls.” If the Class [    ]([    ]-[    ]) notes are redeemed at a time when prevailing interest rates are relatively low, you may not be able to reinvest the redemption proceeds in a comparable security with an effective interest rate equivalent to that of the Class [    ]([    ]-[    ]) notes.]

Other Tranches of Notes May Have Different Terms That May Affect The Timing And Amount of Payments to You

The note issuance trust has issued other tranches of notes and expects to issue additional tranches of notes from time to time. Other tranches of notes may have terms that are different than the terms for your tranche, including different early amortization events or events of defaults. In addition, the early amortization events and events of default for other tranches of notes may be subject to grace periods or rights to cure that are different than the grace periods or rights to cure applicable to the same or similar early amortization events or events of default for your tranche. As a result, other tranches of notes may enter into early amortization periods prior to the payment of principal on your tranche of notes. This could reduce the amount of principal collections available to your tranche at the time principal collections begin to be accumulated or paid for the benefit of your tranche and could cause a possible delay or reduction in payments on your notes. Additional tranches of notes may be issued without any requirement for notice to, or consent from, existing noteholders. For a description of the conditions that must be met before the note issuance trust can issues new notes, see “The Notes — Issuances of New Series, Classes and Tranches of Notes” in this prospectus.

The issuance of new notes could adversely affect the timing and amount of payments on outstanding notes. For example, if additional notes in the same group as your tranche for purposes of sharing excess finance charge collections are issued after your notes and those notes have a higher interest rate than your notes, this could result in a reduction in the amount of series finance charge amounts available to pay interest on and absorb charge-offs allocated to your notes. Also, when new notes are issued, the voting rights of your notes will be diluted.

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There May Not Be a Public Market For the Notes And an Active Trading Market For the Notes May Not Develop

[We do not currently intend to apply for listing of the notes on any securities exchange or to include the notes in any automated quotation system.] We have been advised by the underwriters that they presently intend to make a market in the Class [    ]([    ]-[    ]) notes. However, they are under no obligation to do so and may discontinue any market-making activities at any time without any notice. Accordingly, no liquid market for the notes may develop, and any market that develops may not last. If the notes are traded, they may trade at a discount from their offering price, depending on prevailing interest rates, the market for similar securities, our performance and other factors. To the extent that an active trading market does not develop, you may not be able to resell your notes at their fair market value or at all.

[Certain Events Affecting or Involving Other Parties to the Transactions]

[Funds to make payments on the Class [    ]([    ]-[    ]) notes are supplied by [derivative counterparty][supplemental enhancement provider][supplemental liquidity provider]. If such party were to enter conservatorship, receivership or bankruptcy or were to become insolvent, payments to you could be accelerated, delayed or reduced.]

Interchange May Decrease Substantially Due to an Insolvency Event or a Reduction in the Rate of Interchange Fees

The amount of interchange allocated to the collateral certificate, which is included in finance charge amounts allocated to the DiscoverSeries, relates to transaction volume and therefore will likely decline substantially, and potentially to zero, in the event of an insolvency or receivership of Discover Bank or an additional originator. In addition, although the right to interchange will have been assigned prior to such an event, interchange is only deposited monthly on each distribution date and the master trust may not have a perfected security interest in, or the FDIC may challenge the master trust’s right to, interchange that has not been deposited prior to such an event. Accordingly, we cannot assure you that amounts with respect to interchange will be available to the master trust following an insolvency or receivership, and a legal opinion with respect to interchange would not be meaningful. In addition, the rate at which interchange fees are paid is determined by contract and may be renegotiated from time to time. Any such renegotiation may reduce the amount of interchange paid to the master trust.

Litigation and Regulatory Matters

In the normal course of business, from time to time, Discover Bank and/or one or more its affiliates have been named as a defendant in various legal actions, including arbitrations, class actions, and other litigation, arising in connection with our activities. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Discover Bank contests liability and/or the amount of damages as appropriate in each pending matter.

Discover Bank has historically relied on the arbitration clause in its cardmember agreements, which has in some instances limited the costs of, and our exposure to, litigation, but there can be no assurance that Discover Bank will continue to be successful in enforcing the arbitration clause in the future. Legal challenges to the enforceability of these clauses have led most card issuers and may cause Discover Bank to discontinue their use. In addition, bills have been pending and are periodically introduced in Congress to directly or indirectly prohibit the use of pre-dispute arbitration clauses, and the Dodd-Frank Act authorized the CFPB to conduct a study on pre-dispute arbitration clauses and, based on the study, potentially limit or ban pre-dispute arbitration clauses. A preliminary report on arbitration agreements issued by the CFPB expressed concerns about these clauses that may signal the agency is contemplating action to limit or ban such clauses. Further, Discover Bank and/or one or more of its affiliates are involved in pending legal actions challenging the arbitration clause.

Discover Bank and its affiliates are also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental regulatory and enforcement agencies regarding our business, including, among other matters, accounting, tax and operational matters, some of which may result in

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adverse judgments, settlements, fines, penalties, injunctions, decreases in regulatory ratings or other relief, which could materially impact Discover Bank’s financial results, increase its cost of operations, require a change in business activities and product offerings or limit its ability to execute its business strategies and engage in certain business activities. [As noted under “—Deteriorations in Master Trust Performance or Receivables Balance; Possible Early Redemption Event — Legislative and Regulatory Initiatives”, the CFPB is currently investigating certain student loan practices of Discover Bank.] Litigation and regulatory actions could also adversely affect Discover Bank’s reputation.

[On June 13, 2014, Discover Bank entered into a Consent Order with the FDIC to resolve previously disclosed matters related to the FDIC’s examination of Discover Bank’s anti-money laundering and related compliance programs. In the Consent Order, Discover Bank agreed to, among other things, enhance its anti-money laundering and related compliance programs. The order does not include civil money penalties but does cause Discover Bank to incur significant expenses. The Federal Reserve recently notified Discover Financial Services of its intention to enter into a supervisory action to require enhancements to the Company’s enterprise-wide anti-money laundering and related compliance programs.]

[Litigation and Regulatory Matters — U.S. Bank]

[U.S. Bank has provided the following information to Discover Funding LLC for inclusion in this prospectus:

“In June 2014 a civil complaint was filed in the Supreme Court of the State of New York, New York County, by a group of institutional investors against U.S. Bank, in its capacity as trustee or successor trustee (as the case may be) under certain residential mortgage backed securities (“RMBS”) trusts. The plaintiffs are investment funds formed by nine investment advisors (AEGON, BlackRock, Brookfield, DZ Bank, Kore, PIMCO, Prudential, Sealink and TIAA) that purport to be bringing suit derivatively on behalf of 841 RMBS trusts that issued $771 billion in original principal amount of securities between 2004 and 2008. According to the plaintiffs, cumulative losses for these RMBS trusts equal $92.4 billion as of the date of the complaint. The complaint is one of six similar complaints filed against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo) by certain of these plaintiffs. The complaint against U.S. Bank alleges the trustee caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers for these RMBS trusts and asserts causes of action based upon the trustee’s purported failure to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties concerning loan quality. The complaint also asserts that the trustee failed to notify securityholders of purported events of default allegedly caused by breaches of mortgage loan servicers and that the trustee purportedly failed to abide by appropriate standards of care following events of default. Relief sought includes money damages in an unspecified amount and equitable relief. In November 2014, the plaintiffs sought leave to voluntarily dismiss their original state court complaint and filed a substantially similar complaint in the United States District Court for the Southern District of New York. The federal civil complaint added a class action allegation and a change in the total number of named trusts to 843 RMBS trusts. In December 2014, the plaintiffs’ motion to voluntarily dismiss their original state court complaint was granted. Other cases alleging similar causes of action have previously been filed against U.S. Bank and other trustees by RMBS investors in other transactions.

There can be no assurances as to the outcome of the litigation, or the possible impact of the litigation on the trustee or the RMBS trusts. However, U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.”]

Economic and Financial Market Conditions May Adversely Affect Your Notes

Beginning in 2007, adverse economic conditions in the United States and in the global capital markets have caused a contraction of available credit and have generally reduced the market price and liquidity for DiscoverSeries notes and other securities that represent interests in securitization vehicles. See “—Limited Ability to Resell Notes.” These conditions have also adversely impacted credit card usage, payment patterns and the rate of defaults by Discover Bank customers.

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Although the economy has continued to improve generally with respect to employment and housing market conditions, the improvement has not been at a rapid pace. A customer’s ability and willingness to repay Discover Bank can be negatively impacted by economic conditions and other payment obligations, resulting in increased delinquencies and charge-offs. Related social factors such as consumer confidence levels, attitudes towards incurring debt, the public’s perception of the use of credit cards and the stigma of personal bankruptcy may also adversely affect credit card usage. Economic conditions also can reduce the usage of credit cards in general and the average purchase amount of transactions industry-wide, including Discover cards, which reduces interest income and transaction fees used to make payments on the notes. These conditions and factors could reduce excess spread and, if sufficiently severe, could cause an early redemption event for DiscoverSeries notes, which would affect the timing and amount of payments on the Class [    ]([    ]-[    ]) notes. We cannot predict future economic conditions, the impact such conditions may have on credit card usage, repayment patterns or delinquency and charge-off rates or, consequently, the impact such conditions may have on the timing and amount of payments on the Class [    ]([    ]-[    ]) notes. See “Deteriorations in Master Trust Performance or Receivables Balance; Possible Early Redemption Event — (3) Payments, Generation of Receivables and Maturity.”

Deteriorating or adverse economic conditions may also adversely affect the value, liquidity and credit ratings of permitted investments of funds deposited to the master trust or note issuance trust accounts. Although permitted investments are required to have the highest rating of the applicable rating agencies at the time of purchase or to otherwise meet rating agency standards intended to minimize risk of loss on such investments, risk of loss cannot be entirely eliminated. As holder of the transferor certificate in the master trust, Discover Funding LLC receives the investment income, and bears the risk of loss, on permitted investments of funds in the master trust’s collections account, although any such loss may subject investors to the credit risk of Discover Funding LLC. Investors in the Class [    ]([    ]-[    ]) notes bear the risk of loss related to permitted investments in the related principal funding subaccount.

Holding Company Regulation

Discover Bank is considered to be a “bank” for purposes of the Bank Holding Company Act of 1956, as amended (“BHCA”), a federal statute that requires companies controlling banks to register as bank holding companies with the Board of Governors of the Federal Reserve System (the “Federal Reserve”). In 2009, Discover Financial Services became a bank holding company under the BHCA and a financial holding company under the Gramm-Leach-Bliley Act. Registration as a bank holding company subjects Discover Financial Services to new legal and regulatory requirements, including minimum capital requirements, and subjects Discover Financial Services to oversight, regulation and examination by the Federal Reserve. For instance, as a bank holding company, Discover Financial Services is subject to organization-wide oversight and examination by the Federal Reserve and its business activities are restricted to those permitted by the BHCA. Additionally, the Dodd-Frank Act requires the Federal Reserve to impose additional prudential standards on systemically significant institutions, including Discover, regarding risk-based capital requirements, leverage limits, liquidity requirements, risk management and concentration limits. Beginning in December 2011, the Federal Reserve has issued proposed rules including a wide range of measures addressing issues such as capital, liquidity, credit exposure, stress testing, risk management and early remediation requirements. Additional rules addressing prudential standards will also likely be adopted in the future. If Discover Financial Services fails to satisfy the regulations and requirements set forth in the BHCA, including those arising in connection with the Dodd-Frank Act, its financial condition and results of operations could be adversely affected.

The Dodd-Frank Act’s provisions related to increased capital and liquidity requirements would establish minimum leverage and risk-based capital requirements on a consolidated basis for all depository institution holding companies and insured depository institutions that cannot be less than the strictest requirements in effect for depository institutions as of the date of enactment of the Dodd-Frank Act (i.e., July 21, 2010). In addition, in December 2010 the Basel Committee on Banking Supervision released the Basel III rules text. Basel III will increase requirements as to both the quantity and quality of regulatory capital and will also establish new liquidity coverage and net stable funding ratios. In July 2013, the Federal Reserve, FDIC and OCC issued a final rule to implement the provisions of the Basel III regulatory capital reforms that is applicable to Discover Financial Services and Discover Bank. Discover is still evaluating these rules. We are not able to predict at this time the effect of these capital and liquidity guidelines or regulations that have been or may be adopted by regulatory agencies having authority over Discover Financial Services, Discover Bank and their subsidiaries or the impact that any changes in

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regulation would have on these entities. However, we expect that the new standards will generally require Discover Financial Services and/or Discover Bank to maintain more capital and/or manage the configuration of assets and liabilities in order to comply with formulaic liquidity requirements, which could significantly impact return on equity, financial condition, operations, capital position and ability to pursue business opportunities. In September 2014, the Federal Reserve, the FDIC and OCC also issued a final rule to implement the Basel III liquidity coverage ratio requirements. Discover Financial Services and Discover Bank are still assessing the impact of these rules.

FDIC Rule Regarding Securitizations

As discussed in “—Insolvency Related Matters,” some of the powers of the FDIC upon certain events of insolvency or receivership are limited as a result of the Safe Harbors adopted by the FDIC. To the extent the provisions of the New Safe Harbor on which we are relying apply, the FDIC has agreed that it will not use its repudiation power to recover, reclaim or recharacterize as assets of a failed insured depository institution any assets that were transferred to a master trust in a securitization meeting the requirements of the rule. The applicability of these provisions of the New Safe Harbor to the master trust and note issuance trust requires, among other things, that the transfer of the receivables would have received sale accounting treatment under generally accepted accounting principles in effect prior to November 15, 2009. Although other FDIC rules and policy statements, including the Statement of Policy Regarding the Treatment of Security Interests After Appointment of the FDIC as Conservator or Receiver, which was adopted by the FDIC in 1993, provide additional protections to investors, if the provisions of the New Safe Harbor on which we are relying were to not apply and we continue to not satisfy the alternative provisions of the New Safe Harbor on which we are not currently relying, any exercise of remedies would automatically be stayed for 45 or 90 days, and the FDIC may seek to recover, reclaim or recharacterize as assets of Discover Bank receivables that have been transferred to the depositor and to terminate Discover Bank’s obligations to service the receivables or transfer new receivables to the depositor upon certain events of insolvency or receivership. This could result in delayed or reduced payments to you or losses on the Class [    ]([    ]-[    ]) notes. See “—Insolvency Related Matters.” This may also prevent future issuances of notes from the note issuance trust.

Issuance of Additional Series of Master Trust Certificates

The master trust may issue additional series of master trust certificates or increase any existing series without your consent. Discover Funding LLC and the master trust will not request your consent to issue new series or to increase Series 2007-CC or any other existing series. The trustee for the master trust will authenticate and deliver a new series of master trust certificates or additional certificates in any existing series only if, among other conditions, Standard & Poor’s and Moody’s have confirmed that they will not reduce or withdraw the rating of any class of any series of certificates outstanding at the time of the new issuance because of the new issuance. If the master trust does issue one or more additional series or additional certificates in any existing series, those series or certificates may impact the timing and amount of allocations to the collateral certificate and, in turn, payments you receive on the Class [    ]([    ]-[    ]) notes from the note issuance trust.

[If the note issuance trust has pledged an additional collateral certificate under the indenture at the time an amortization event occurs for the Series 2007-CC collateral certificate or another event occurs that requires Discover Funding LLC to repurchase all or a substantial portion of the receivables in the master trust or the Series 2007-CC collateral certificate, the note issuance trust may be able to reinvest the proceeds of such amortization or repurchase in such additional collateral certificate, rather than repaying the Class [    ]([    ]-[    ]) notes. Similarly, if any such event were to occur with respect to an additional collateral certificate, the note issuance trust may be able to reinvest the proceeds it receives in the Series 2007-CC collateral certificate or a different additional collateral certificate. If such proceeds are reinvested, such event will not be an early redemption event for the Class [    ]([    ]-[    ]) notes, the Class [    ]([    ]-[    ]) notes will not be repaid as a result of such event even if you determine that repayment would be desirable, and the collateral supporting the Class [    ]([    ]-[     ]) notes will thereafter reflect such reinvestment.]

Issuance of Additional Notes

The note issuance trust may issue additional series, classes or tranches of notes or increase existing series, classes or tranches of notes, including the Class [    ]([    ]-[    ]) notes, without your consent. [For Class B and Class C: If additional notes are issued in the DiscoverSeries that are senior to the Class [    ]([    ]-[    ]) notes, they will increase the extent to which your notes are subordinated and the degree to which your notes are exposed to risk of loss.] The

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note issuance trust will not request your consent to issue new series, classes or tranches of notes or to increase existing series, classes or tranches of notes[For Class B and Class C:, even where such issuances or increases will have the effect of increasing the extent to which the Class [    ]([    ]-[    ]) notes are subordinated.] The indenture trustee will authenticate and deliver a new series, class or tranche of notes or additional notes in an existing series, class or tranche only if, among other conditions, there is sufficient credit enhancement on that date, either in the form of outstanding subordinated notes or other forms of credit enhancement, and the note issuance trust delivers to the indenture trustee and the applicable note rating agencies a certificate to the effect that the note issuance trust reasonably believes that the new issuance will not cause an early redemption event or event of default for any outstanding DiscoverSeries notes, including the Class [    ]([    ]-[    ]) notes[For Class B and Class C:; provided that the note issuance trust does not have to consider any effects on the timing of principal payments on outstanding subordinated notes caused by the issuance of senior notes]. If the note issuance trust does issue one or more additional series, classes or tranches of notes, those series, classes or tranches may impact the timing and amount of payments you receive on the Class [    ]([    ]-[    ]) notes, and may dilute voting rights based on the Class [    ]([    ]-[    ]) notes with respect to matters subject to voting by the holders of the master trust certificates and the DiscoverSeries notes.

Amendment of Indenture and Pooling and Servicing Agreement

Under the indenture and the indenture supplement for the DiscoverSeries, some actions require the consent of noteholders holding a specified percentage of the aggregate outstanding dollar principal amount of notes of one or more affected series, classes or tranches or all the notes. Consenting to amendments relating to the collateral certificates securing the Class [    ]([    ]-[    ]) notes requires the consent of not less than 66 2/3% of the aggregate outstanding dollar principal amount of notes of the affected series, classes or tranches of notes. In the case of votes by series or votes by holders of all of the notes, the outstanding dollar principal amount of the senior-most class of notes will generally be substantially greater than the outstanding dollar principal amount of the subordinated classes of notes. Consequently, the noteholders of the senior-most class of notes will generally have the ability to determine whether and what actions should be taken. The subordinated noteholders will generally need the concurrence of the senior-most noteholders to cause actions to be taken.

The Series 2007-CC collateral certificate and each subsequently transferred collateral certificate will be an investor certificate under the applicable pooling and servicing agreement, and the Class [    ]([    ]-[    ]) noteholders will have indirect consent rights under such pooling and servicing agreement. See “The Indenture — Voting.” Generally, under a pooling and servicing agreement, some actions require the vote of a specified percentage of the aggregate principal amount of all of the investor certificates. Such percentage will be calculated without taking into account the outstanding dollar principal amount represented by any notes beneficially owned by Discover Funding LLC or any of its affiliates or agents. These actions include consenting to amendments to the applicable pooling and servicing agreement. In the case of votes by holders of all of the investor certificates, the holders of other series of investor certificates, if any, may have the ability to determine whether and what actions should be taken. The noteholders, in exercising their voting powers under the related collateral certificate, may need the concurrence of the holders of the other investor certificates, if any, to cause action to be taken.

Historical Information

The historical performance of the master trust accounts, as presented under “The Master Trust — The Master Trust Accounts — Summary Historical Performance of the Accounts” may not be representative of the future performance of the portfolio or the master trust accounts in all material respects. Interchange yield may decline, potentially to zero, if the amount of new transactions involving master trust accounts declines.

The remainder of this prospectus uses some capitalized terms. We have defined these terms in “Glossary of Terms.”

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The Discover Card Business

General

Prior to the Substitution Date, Discover Bank conveyed receivables directly to the master trust pursuant to the Pooling and Servicing Agreement. Following the Substitution Date, Discover Bank has conveyed, and will continue to convey, receivables to Discover Funding LLC pursuant to the Receivables Sale and Contribution Agreement and Discover Funding LLC, as successor seller to Discover Bank under the Pooling and Servicing Agreement, has conveyed, and will continue to convey, those receivables to the master trust pursuant to the Pooling and Servicing Agreement. These receivables were generated from transactions made by holders of the Discover card, a general purpose credit and financial services card. In addition, Discover Bank has conveyed to Discover Funding LLC, which in turn has transferred to the master trust, the right to receive the allocable portion of the interchange fees paid by or through merchant acceptance networks (which includes the network of its affiliate, DFS Services LLC) to Discover Bank in connection with transactions on accounts of the type included in the master trust, which we refer to as “interchange.” The portion ultimately conveyed to the master trust is determined by dividing the net merchant sales processed on the accounts for any month by the net merchant sales processed on all accounts in the Discover card portfolio of the type included in the master trust for that month, and is deposited to the master trust only on the related distribution date. The receivables conveyed to the master trust before the date of this prospectus include only receivables arising under accounts in the Discover card portfolio, although at a later date Discover Bank may transfer other receivables to Discover Funding LLC (which will in turn transfer such receivables to the master trust) that do not arise under accounts in the Discover card portfolio. Designations of additional accounts will also include the allocable portion of interchange fees arising after the date of designation. See “The Master Trust — Master Trust Addition of Accounts.” In this prospectus, we present information about the pool of receivables that Discover Funding LLC has conveyed to the master trust and the accounts in which they arise. When we refer to the Discover card in this section entitled “The Discover Card Business,” we are referring to the Discover it card, and other general purpose cards and card products issued by Discover Bank.

Discover Bank began distributing the Discover card nationally in March 1986. Since that time, Discover Bank has introduced a number of new cards and products that have additional or different features and benefits. The Discover card gives customers access to a revolving line of credit. Customers can use their Discover cards to purchase merchandise and services from participating merchants, to transfer balances and to obtain cash advances at automated teller machines and at certain other locations. Customers can also obtain cash advances by writing checks against their accounts.

Customers are generally subject to account terms and conditions that are uniform from state to state. See “—Billing and Payments.” In all cases, the customer agreement governing the terms and conditions of the account permits Discover Bank to change the credit terms, subject to the limitations of the CARD Act described above, including the rate of the periodic finance charge, the fees imposed on accounts and other terms and conditions, upon prior notice to customers where notice is required by law. Discover Bank assigns each Discover card account a credit limit when it opens the account. Generally, after the account is opened, Discover Bank may increase or decrease the credit limit on the account, at Discover Bank’s discretion, at any time. The credit limits on Discover card accounts generally range from $500 to $25,000.

Discover Bank offers numerous card products that allow customers to earn rewards based on how they want to use credit. One feature is the Cashback Bonus^® reward, where customers receive rewards based upon their level and type of purchases. Discover Bank currently offers the following card products under which the receivables in the master trust may arise:

• Discover it card offers 5% Cashback Bonus in categories that change each quarter up to a quarterly maximum (signing up is required) and 1% Cashback Bonus on all other purchases, as well as other benefits.

• Discover it Chrome card offers 2% Cashback Bonus at gas stations and restaurants on up to $1,000 in combined purchases each quarter and 1% Cashback Bonus on all other purchases, as well as other benefits.

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• Discover it Miles card offers 1.5 miles for every $1 on all purchases, as well as other benefits.

• Discover More card offers 5% Cashback Bonus in categories that change each quarter up to a quarterly maximum (signing up is required). Customers earn .25% on their first $3,000 in all other annual purchases and on all warehouse purchases, and 1% on purchases over $3,000.

• Discover Open Road card offers 2% Cashback Bonus on the first $250 in combined gas and restaurant purchases each billing period. Customers earn .25% on their first $3,000 in all other annual purchases and on all warehouse purchases, and 1% on purchases over $3,000.

• Discover Motiva card provides customers with Cashback Bonus equal to 5% of their interest charges each month for making on-time payments. Customers earn .25% on their first $3,000 in all other annual purchases and on all warehouse purchases, and 1% on purchases over $3,000.

• Miles by Discover customers receive two miles for every $1 on the first $3,000 in travel and restaurant purchases each year and one mile for every $1 on all other purchases.

• Escape by Discover customers earn two miles for every $1 on all purchases. This card has a $60 annual fee.

Customers may redeem Cashback Bonus rewards at any amount, any time. Discover Bank will credit a customer’s account with their Cashback Bonus balance if their account is closed or if they have not used it within 18 months. They can use their Cashback Bonus to pay select online partners, redeem for a statement credit, make certain charitable donations or direct deposit at any amount. When customers choose to redeem their Cashback Bonus for partner gift cards, they have the opportunity to increase their reward from one of approximately 170 merchant partners. Cashback Bonus rewards are not paid from the property of the master trust or the note issuance trust.

Discover Bank applies both variable and fixed rates of finance charges to account balances arising from purchases of merchandise and services, as well as those arising from cash advances and balance transfers, in Discover card accounts. Although we have moved the majority of our credit card loans to variable rates, some of our loans are still at fixed rates. The variable rates are based on the prevailing prime rate plus a margin. See “—Billing and Payments.” Discover Bank also offers customers money market accounts, savings accounts, checking accounts and certificate of deposit accounts. These deposit products offer competitive rates of interest and are insured by the FDIC up to the maximum amount. To differentiate the Discover card in the marketplace, and to increase accounts, balances and customer loyalty, Discover Bank from time to time tests and implements new offers, promotions and features of the Discover card.

Discover Bank is the sole servicer under the master trust’s Pooling and Servicing Agreement and is ultimately responsible for the overall servicing function. Discover Bank outsources certain servicing functions to Discover Products Inc. (“DPI”), its wholly owned subsidiary. DPI provides these servicing activities and functions to Discover Bank on its own or with the assistance of third-party vendors that contract directly with DPI. For example, DPI has contracted with BancTec, Inc. (“BancTec”), a third-party service provider, for certain check processing and related services. Working together in this manner, Discover Bank and DPI generally perform all of the functions required to service and operate the Discover card accounts. These functions include, but are not limited to, soliciting new accounts, processing applications, issuing new accounts, authorizing and processing transactions, billing customers, processing payments (also with BancTec), providing customer service and collecting delinquent accounts. Discover Bank and DPI together maintain multiple operations centers across the country for servicing customers. DPI also maintains a recovery group to process accounts that Discover Bank has charged off as uncollectible.

Customers may access their accounts online with the Discover Card Account Center website or mobile application, which offer a menu of e-mail and mobile notifications or reminders to regularly inform customers about the status of their accounts. Types of notifications include reminders that a customer’s credit limit is being approached or that a minimum payment is due. In addition, customers may view detailed account information

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online, such as recent transactions and account payments. Customers also have access to tools such as Spend Analyzer which enables them to compare spending in different categories, such as gas or supermarkets, and Paydown Planner which helps them create a plan to reduce their balance. Customers may pay their Discover card bills online at no cost and receive exclusive discounts and special Cashback Bonus rewards by shopping online at the website.

DFS Services LLC maintains the Discover^® Network, which has established arrangements (either directly or indirectly through merchant acquirers) with merchants to accept payment cards issued on the Discover^® Network, including the Discover card, for cash advances and as the means of payment for merchandise and services. Discover Bank contracts with DFS Services LLC to have cards issued by Discover Bank, including the Discover card, accepted at those merchants. DFS Services LLC receives merchant discount/acquirer interchange for providing services to merchants and acquirers and pays interchange fees to Discover Bank. Discover Bank’s ability to generate new receivables and interchange requires locations where customers can use their Discover cards. DFS Services LLC works with merchant acquirers and a sales and service force to maintain and increase the size of its merchant base. DFS Services LLC also maintains additional operations centers that are devoted primarily to providing customer service to merchants. The merchants that accept the Discover card encompass a wide variety of businesses, including local and national retail establishments and specialty stores of all types, quick service food establishments, governments, restaurants, medical providers and warehouse clubs, and many leading airlines, car rental companies, hotels, petroleum companies and mail order companies, as well as Internet merchandise and service providers.

Discover has capitalized on the October 2004 U.S. Supreme Court decision, rejecting an appeal by Visa and MasterCard in U.S. v. Visa/MasterCard, which allows financial institutions to issue credit and debit cards on the Discover^® Network, which is owned by DFS Services LLC, an affiliate of Discover Bank. DFS Services LLC has entered into agreements with various third-party issuers to launch new bank cards and other products on the Discover^® Network. The Discover^® Network has been active in other areas as well. For example, DFS Services LLC has signed agreements with a number of companies to act as merchant acquirers for the Discover^® Network and provide processing services to such merchants. The Discover business also includes PULSE Network LLC (“PULSE”), an ATM/debit and electronic funds transfer network, and Diners Club International Ltd. (“Diners”), a global payments network. PULSE offers financial institutions a full-service debit platform and product set, including signature debit, PIN debit, gift card, stored value card and ATM services, and Diners offers transaction processing and marketing services to licensees globally. PULSE and Diners are subsidiaries of DFS Services LLC. DFS Services LLC acquired PULSE in January 2005 and Diners in June 2008. The combination of the Discover^® Network, PULSE and Diners results in an electronic payments company offering a range of products and services for financial institutions, consumers and merchants.

The following sections describe Discover Bank’s credit granting procedures, portfolio management policies, collection and charge-off policies, billing and payment policies and other specific aspects of the Discover business as they relate to its unsecured credit card business. Discover Bank may change these policies and practices over time in accordance with Discover Bank’s business judgment and applicable law.

Credit-Granting Procedures

New Customers (Account Acquisition)

Discover Bank acquires new customers for the Discover card portfolio either through targeted marketing efforts or through unsolicited individual applications. In either case, Discover Bank has a rigorous process for screening applicants. In terms of identifying potential customers, Discover Bank uses proprietary targeting and analytical models to identify credit-worthy prospects and matches them with appropriate product offerings. Discover Bank gives consideration to the prospective customer’s financial stability, as well as ability and willingness to pay. Discover Bank employs multiple acquisition channels, including direct mail, internet and print advertising. Online channels account for the greatest proportion of new consumer accounts.

Discover Bank assesses the creditworthiness of each applicant through its underwriting process by evaluating prospective customers’ applications using credit information provided by the credit bureaus and other sources. Discover Bank uses credit scoring systems, both externally developed and proprietary, to evaluate customer and credit bureau data. The credit bureaus may provide Discover Bank with a FICO^® score for an individual to help

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assess credit risk. A FICO^® score is a number which represents a credit assessment for an individual, using a proprietary credit scoring method owned by Fair Isaac Corporation. For more information, see “The Master Trust — The Master Trust Accounts — Distribution of the Accounts by FICO^® Score.” Discover Bank uses experienced credit underwriters to supplement its automated decision-making processes. Approximately 20% of all credit card applications are subject to manual review that covers the areas of key customer data verification, fraud prevention and approval of credit lines. Upon approval of a customer’s application for an unsecured credit card, Discover Bank assigns a credit line based on risk level, income, outstanding obligations and expected card usage, and assigns specific annual percentage rates and terms for different customers and products.

Management of consumer credit risk, including in connection with the acquisition of new accounts, is the primary responsibility of the Acquisition Strategy Committee (“ASC”), a subcommittee of the Discover Bank Credit Committee. The responsibilities of the ASC include (i) establishing credit criteria and strategies for managing credit losses related to the acquisition of new credit card customers; (ii) approving credit strategy changes that impact the risk, revenue and/or profit dynamics of accounts; (iii) monitor actual performance of approved credit card acquisition policy and strategies and (iv) ensuring that modifications to the credit policy guidelines are fully documented and reported to the Discover Bank Credit Committee.

Existing Customers (Portfolio Management)

Proactive management of Discover card customers’ accounts is a critical part of Discover Bank’s credit risk management, and all accounts are subject to ongoing credit assessment. This assessment reflects information relating to the performance of the customer’s Discover card account as well as information from credit bureaus and other sources relating to the customer’s broader credit performance. Discover Bank utilizes scoring models (statistical evaluation models) to support the measurement and management of credit risk. At the individual customer level, Discover Bank uses custom risk models together with generic industry models as an integral part of the credit decision-making process. Depending on the duration of the customer’s account, risk profile and other performance metrics, the account may be subject to a range of account management treatments, including eligibility for marketing initiatives, limits on transaction authorization, and increases or decreases in purchase and cash credit limits. As explained above, the CARD Act restricts Discover Bank’s ability to change interest rates based on credit risk. For further discussion of Discover Bank’s ability to change the terms of the accounts, see “Deteriorations in Master Trust Performance or Receivables Balance; Possible Early Redemption Event — (1) Discover Bank May Change Terms of the Accounts.”

As the owner of the Discover card accounts, Discover Bank has the right to change its credit-scoring criteria and creditworthiness criteria. Discover Bank regularly reviews and modifies its credit-scoring system to reflect Discover Bank’s actual credit experience with Discover card account applicants and customers as that historical information becomes available. Discover Bank believes that refinements of these procedures and system since the inception of the Discover card program have helped its analysis and management of credit losses. However, Discover Bank cannot assure you that these actions will prevent increases in credit losses in the future. For further discussion related to customers’ ability to make payments on the accounts, see “Deteriorations in Master Trust Performance or Receivables Balance; Possible Early Redemption Event — (1) Payments, Generation of Receivables and Maturity.” Relaxation of credit standards typically results in increases in charged-off amounts, which, under certain circumstances, could potentially lead to a decrease in the levels of the receivables in the Discover card portfolio and the receivables in the master trust. If there is a decrease in the level of receivables in the master trust, and if Discover Funding LLC does not designate additional accounts, or interests in other pools of credit card receivables, to the master trust, an early redemption event could result, causing the note issuance trust to begin to repay the principal of your notes sooner than expected. An increase in the amount of receivables charged off as uncollectible, without an offsetting increase in Finance Charge Collections and other income, could also cause an early redemption event and cause the note issuance trust to begin to repay the principal of your notes sooner than expected.

Management of consumer credit risk, including in connection with Discover Bank’s existing portfolio of credit card customers, is the primary responsibility of the Portfolio Strategy Committee (“PSC”), a subcommittee of the Discover Bank Credit Committee. The responsibilities of the PSC include: (i) establishing credit criteria and strategies for managing credit losses related to the ongoing management of credit card customers; (ii) approving credit strategy changes that impact the risk, revenue and/or profit dynamics of accounts; (iii) monitor actual performance of approved credit card portfolio management policy and strategies and (iv) ensuring that modifications to the credit policy guidelines are fully documented and reported to the Discover Bank Credit Committee.

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Collection Efforts and Charged-Off Accounts

Efforts to collect past-due Discover card accounts receivable are made by collections personnel of DPI. Under current practice, a request for payment of past-due amounts is included in the monthly billing statements of all accounts with these amounts. Collection personnel generally initiate contact with customers within 30 days after any portion of their balance becomes past due. The nature and timing of the initial contact, typically a personal call or letter, are determined by a review of the customer’s prior account activity and payment habits. For higher risk accounts, as determined by statistically derived predictive models, telephone contacts may begin much sooner compared to lower risk customers. If initial contacts fail to elicit a payment, Discover Bank continues to attempt to contact the customer by telephone and by mail. Discover Bank also may enter into arrangements with customers to waive finance charges, fees and principal due, or extend or otherwise change payment schedules, including re-aging accounts in accordance with regulatory guidance. An account is re-aged when it is returned to current status without collecting the total amount of principal, interest and fees that are contractually due. The practice of re-aging an account may affect delinquencies and charge-offs, potentially delaying or reducing such delinquencies and charge-offs. A re-age is intended to assist delinquent customers experiencing a temporary hardship who have demonstrated both the ability and willingness to resume making regular payments and who satisfy other criteria. Generally, to qualify for a re-age, an account must have at least nine months of activity and may not have been re-aged more than once within any twelve-month period or twice within any five-year period. Additionally, a customer must also have made three consecutive minimum monthly payments or the equivalent cumulative amount. A re-age that involves a workout is generally limited to one re-age and is defined as a former open-end credit card account upon which credit availability has been closed and the amount owed has been placed on a fixed repayment schedule in accordance with modified terms and conditions. Discover Bank believes its re-age practices are consistent with regulatory guidance.

Discover Bank’s current policy is to recognize losses and to charge off an account by the end of the sixth full calendar month after a payment amount is first due, if payment of any portion of that amount has not been received by that time. In certain cases, such as bankruptcies, probate accounts and fraudulent transactions, an uncollectible balance may be charged off earlier. For example, bankruptcies and probate accounts are charged off at the end of the month 60 days following the receipt of notification of the bankruptcy or death, but not later than the end of the sixth full calendar month after a payment amount is first due. In general, after Discover Bank has charged off an account, collections personnel of DPI attempt to collect all or a portion of the charged-off account. If those attempts do not succeed, DPI generally places the charged-off account with one or more collection agencies or, alternatively, Discover Bank may commence legal action against the customer, including legal action to attach the customer’s property or bank accounts or to garnish the customer’s wages. Discover Bank may also sell charged-off accounts and the related receivables to third parties, either before or after collection efforts have been attempted. In addition, at times charged-off accounts may, subject to Moody’s and Standard & Poor’s consent, be removed by Discover Funding LLC from the master trust and transferred back to Discover Bank. Discover Bank will transfer proceeds from any of these removed accounts and the related receivables to Discover Funding LLC which will, in turn, transfer such proceeds to the master trust. Fraudulent transactions are generally written off 90 days following notification, but not later than the end of the sixth full calendar month after a payment amount is first due. Amounts related to fraudulent transaction write-offs are absorbed by Discover Funding LLC as Transferor and Discover Bank, as originator and are not allocated to the master trust or its investors, including the Class [    ]([    ]-[    ]) noteholders and other noteholders of DCENT.

Under the terms of the Pooling and Servicing Agreement, the master trust’s assets include any recoveries received on charged-off accounts, including the proceeds that Discover Bank has transferred to Discover Funding LLC, which has transferred such proceeds to the master trust, from any charged-off receivables that Discover Funding LLC has removed from the master trust. These recoveries are treated as Finance Charge Collections. Neither Discover Bank nor Discover Funding LLC can assure you that the level of recoveries on charged-off accounts for the master trust will consistently approximate levels for the Discover card portfolio as a whole. Any addition of accounts to the master trust will temporarily reduce both the levels of charged-off accounts and recoveries, each as a percentage of the receivables in the master trust, because no added accounts will be charged-off accounts at the time they are added to the master trust.

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The Accounts

The accounts were selected in a random manner intended to produce a representative sample of all Discover card accounts not then segregated from the Discover card portfolio. See “—Effects of the Selection Process.” The accounts were randomly selected on numerous different dates since the formation of the master trust in October 1993 from the pool of unsecuritized accounts then available in the Discover card portfolio. The master trust is entitled to all receivables arising on the accounts since the date they were added to the master trust. Collections of the receivables in the accounts are allocated to the collateral certificate beginning on the first day of the calendar month in which the collateral certificate is issued, which is the series cut-off date. The series cut-off date is used solely to determine allocations and is not the date on which assets are treated as belonging to the master trust or the collateral certificate is treated as belonging to the note issuance trust. Because credit card receivables by their nature are revolving assets, by which we mean that new receivables are continually generated and repaid in the accounts, even when the revolving period for the collateral certificate ends, new receivables generated in the accounts continue to be treated as master trust assets and continue to indirectly support the notes. Discover Funding LLC also may randomly select accounts for removal from the list of accounts designated to the master trust or may remove accounts from designation subject to other limiting criteria. The accounts currently designated to the trust reflect prior removals. For additional information on the composition of the accounts, see “The Master Trust — The Master Trust Account — Current Composition and Distribution of the Master Trust Accounts.”

Billing and Payments

Discover card accounts generally have the same billing structure. Discover Bank sends a monthly billing statement to each customer who has an outstanding debit or credit balance. Customers can also waive their right to receive a physical copy of their bill, in which case they will receive their statement online at the Discover Card Account Center. Discover card accounts are grouped into multiple billing cycles for operational purposes. Each billing cycle has a separate billing date, on which Discover Bank processes and bills to customers all activity that occurred in the related accounts during the period of approximately 28 to 32 days that ends on that date. The accounts include accounts in all billing cycles.

Each customer with an outstanding debit balance in his or her Discover card account must generally make a minimum payment in an amount based on the customer’s outstanding balance, any past due amount and any finance charges and late fees assessed. Under certain circumstances, Discover Bank will exclude late fees from customers’ minimum monthly payment; however, those fees may be carried forward in such customers’ outstanding debit balances until they are paid. If a customer exceeds his or her credit limit as of the last day of the billing period, Discover Bank may include all or a portion of this amount in the customer’s minimum monthly payment.

From time to time, Discover Bank has offered and may continue to offer customers with accounts in good standing the opportunity to skip the minimum monthly payment, while continuing to accrue periodic finance charges and applicable fees, without being considered past due. A customer may pay the total outstanding balance at any time. Discover Bank also may enter into arrangements with delinquent customers to extend or otherwise change payment schedules, and to waive finance charges, fees and/or principal due, including re-aging accounts in accordance with regulatory guidance. See “—Collection Efforts and Charged-Off Accounts.” Although Discover Bank does not expect these practices to have a material adverse effect on investors, collections may be reduced during any period in which Discover Bank offers customers the opportunity to skip the minimum monthly payment or to extend or change payment schedules.

Discover Bank applies various rates of finance charges to account balances, as described under “The Discover Card Business — General.” Periodic finance charges on purchases, balance transfers and cash advances are calculated on a daily basis, subject to a grace period for purchases that essentially provides that periodic finance charges are not imposed on new purchases or any portion of a new purchase paid by the payment due date if the customer paid their entire balance on their prior billing statement in full by the due date on that statement. Neither cash advances nor balance transfers are subject to a grace period. In connection with balance transfers and for other promotional purposes, certain account balances may accrue periodic finance charges at lower fixed rates for varying periods of time.

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In addition to periodic finance charges, Discover Bank may impose other charges and fees on Discover card accounts. Unless otherwise specified in a cash advance offer, Discover Bank charges a cash advance fee that is calculated as a fixed amount or a percentage of the transaction. In the event that the fee is calculated as a percentage of the cash advance, there will typically be a minimum fee and no maximum. Discover Bank generally charges a late fee each time a customer has not made a minimum payment by the required due date. For the Discover it, Discover it Chrome and Discover it Miles cards, there is no late fee for the first late payment. The late fee is triggered by the failure to make the minimum payment when due. Discover Bank charges a fee for any payment (such as a check) returned unpaid and a fee for Discover card cash advance, balance transfer or other promotional checks that are returned by Discover Bank. The fees that Discover Bank charges for late, returned payment and returned checks comply with the requirements of the CARD Act. Specifically, Discover Bank will charge a $25 fee for the first such violation and a $35 fee for subsequent violations of the same type that occur in the next 6 billing periods. In no event will the late fee or returned payment fee exceed the minimum payment due, and the returned check fee will not exceed the amount of the related check. Unless otherwise specified in a balance transfer offer, Discover Bank charges a balance transfer fee that is calculated as a percentage of the balance transfer. There will typically be a minimum fee and there may be a maximum fee, as described in any balance transfer offer.

See “Risk Factors — Deteriorations in Master Trust Performance or Receivables Balance; Possible Early Redemption Event — Consumer Protection Laws and Regulations,” “—Payments, Generation of Receivables and Maturity” and “—Discover Bank May Change Terms of the Accounts.”

Discover Bank will review a customer’s account on the last day of each billing period to determine the rate that will apply to the account. Currently, for all products except Discover it, Discover it Chrome and Discover it Miles, if a customer fails to make a required payment when due, the standard rate for purchases may increase for new transactions to a variable penalty rate determined by adding up to 5 additional percentage points to the otherwise applicable annual percentage rate. In addition, any special rate on balance transfers and purchases may terminate for new transactions, and the penalty rate may apply. The penalty rate will be based on a customer’s credit worthiness and other factors such as current annual percentage rates and account history. Any increased rate will apply for new transactions made more than 14 days after provision of 45 days’ advance notice of the effective date of the increase. There is no penalty rate for Discover it, Discover it Chrome and Discover it Miles.

If a customer’s rate was increased under any penalty rate plan, such as those discussed above, we will, to the extent required by the CARD Act and its implementing regulations, periodically review the account to determine if the rate should be reduced.

The yield on the accounts in the master trust — which consists of the finance charges, fees and other income — depends on various factors, including changes in interest rates over time, customer account usage and payment performance, none of which can be predicted, as well as the extent to which balance transfer offers and special promotion offers are made and accepted, and the extent to which Discover Bank changes the terms of its customer agreement or the terms of any product, service or benefit associated with customer accounts. Yield from interchange depends on the rate at which new purchases are made on the accounts and the applicable rates of interchange fees paid to Discover Bank, which may vary over time. Reductions in the yield could, if large enough, cause an early redemption event to occur or result in insufficient collections to pay interest and principal on your notes. Discover Bank cannot assure you about any of these effects. See “Risk Factors — Deteriorations in Master Trust Performance or Receivables Balance; Possible Early Redemption Event,” “—Effects of an Early Redemption Event or Event of Default; Excess Spread Early Redemption Cure” and “—Investor Risk of Loss.”

Effects of the Selection Process

Discover Bank selected the accounts from accounts serviced at all Discover Bank and DPI operations centers and from accounts of residents of the 50 states, the District of Columbia and certain United States’ territories and possessions. Pursuant to the requirements of the Pooling and Servicing Agreement, the additional designation of new accounts to the master trust by Discover Funding LLC must not cause any materially adverse effect on the current certificateholders of any class of any outstanding series of certificates (including DCENT as holder of the collateral certificate). Also pursuant to the requirements of the Pooling and Servicing Agreement, the selection procedures utilized in the removal of accounts must not cause any materially adverse effect on the current certificateholders of any class of any outstanding series of certificates (including DCENT as holder of the collateral certificate). Discover Bank cannot assure you that the use and payment performance of customers on the master trust accounts will be representative of Discover customers as a whole in all material respects.

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[Underwriting Criteria for any Additional Originators]

[If applicable, describe underwriting criteria for credit card accounts that are originated by an originator other than Discover Bank.]

Servicing

Master Servicer, Servicer and Calculation Agent

Master Servicer. Discover Bank acts as master servicer for the master trust. In addition to the master servicer, there also may be one or more servicers of the accounts. The master servicer will coordinate the activities of the various servicers for the master trust. The duties of the master servicer include:

• aggregating collections from the servicers and distributing those collections to the various master trust investor accounts;

• directing the investment of funds on deposit in the master trust investor accounts and the master trust credit enhancement accounts in Permitted Investments;

• receiving the monthly servicing fee and allocating it among the servicers;

• preparing reports for investors in the master trust, including reports with respect to the collateral certificate; and

• making any filings on behalf of the master trust with the Securities and Exchange Commission or other governmental agencies.

Servicer. Discover Bank is currently the only servicer under the Pooling and Servicing Agreement with respect to the accounts. Discover Bank has been servicing credit card accounts since 1985. Discover Bank has acted as master servicer for the master trust and servicer of the accounts since 1993. There has never been a Master Servicer Termination Event or a Servicer Termination Event for the master trust. Discover Bank has a longstanding practice of outsourcing a portion of its servicing functions to certain of its affiliates. The affiliate currently providing servicing functions, DPI, has acted as servicer since 2007. Typically, when servicing functions have been transferred between or among Discover Bank and its affiliates, any necessary personnel and facilities have also been transferred to the new legal entity. Thus, the servicing experience of DPI encompasses the servicing experience of its predecessor affiliated servicers. DPI provides these servicing activities and functions to Discover Bank on its own or with the assistance of third-party vendors that contract directly with DPI. For example, DPI has contracted with BancTec, a third-party service provider, for certain check processing and related services. BancTec has been providing such services with respect to the accounts since 2008. Discover Bank remains responsible for the overall servicing function. Additional servicers may be added to the master trust at a later date if receivables in accounts other than credit accounts originated by Discover Bank are added to the master trust. If Discover Funding LLC transfers an additional collateral certificate to the note issuance trust, one or more additional servicers may perform servicing functions with respect to the receivables supporting such additional collateral certificate. If any affiliated or unaffiliated servicer or servicing participant were to be subject to a bankruptcy proceeding or become insolvent, the servicing of the accounts and related payments could be delayed and payment to the master trust’s certificateholders (including DCENT as holder of the collateral certificate), or the certificateholders of any additional master trust or other securitization special purpose vehicle issuing an additional collateral certificate, could be affected. Any such delay or other effect could also affect payment to the Class [    ]([    ]-[    ]) noteholders.

Each servicer will perform servicing functions with respect to the accounts for which it is the servicer. The servicing functions for each servicer with respect to its accounts include:

• collecting payments due under the receivables for which it acts as servicer;

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• executing and delivering any and all instruments of satisfaction or cancellation or of partial or full release or discharge with respect to the receivables for which it is acting as servicer;

• if the accounts become delinquent, utilizing non-judicial collection measures and collection lawsuits, if needed;

• removing charged-off accounts;

• confirming that accounts added to or removed from the master trust were not selected on the basis of selection criteria believed by the servicer to be materially adverse to the interests of the holders of any class of any outstanding series of certificates, including DCENT as holder of the collateral certificate; and

• in connection with additions or removals of accounts, calculating a reasonable estimate of the amount of Finance Charge Receivables billed in the accounts.

The master servicer and servicer have no custodial responsibilities with respect to the accounts designated for the master trust. See “The Master Trust — Sale and Assignment of Receivables to the Master Trust.”

The master servicer has no duty to pay an amount in lieu of collections from its own funds if any servicer fails to transfer collections to the master servicer or to the master trust at the direction of the master servicer.

[Describe any material changes (if any) to the servicer’s policies or procedures in the servicing function it will perform in the current transaction for assets of the same type included in the current transaction during the past three years.]

Upon appointment of any additional servicer, Discover Bank as master servicer and servicer and such additional servicer will enter into a master servicing agreement, which will govern the relationship among the master servicer and the servicers.

Discover Bank has acted as the master servicer and primary servicer of the master trust since its formation. For information regarding the size, composition and growth of Discover Bank’s portfolio of serviced assets, see “The Master Trust — The Master Trust Accounts — Current Composition and Distribution of the Master Trust Accounts.”

Outsourcing Arrangements. Under the Pooling and Servicing Agreement, the master servicer and servicer may delegate any of its duties thereunder to any person provided that such person agrees to act in accordance with the policies relating to the applicable accounts. For example, DPI has contracted with BancTec, a third-party service provider, on certain check processing and related services. Such delegation will not relieve the master servicer or servicer of its liabilities and responsibilities with respect to such duties. With respect to the accounts serviced by Discover Bank and pursuant to the servicing agreements between DPI and Discover Bank, the following functions are among those performed in cooperation or separately by each of DPI (or third-party vendors operating through DPI) for Discover Bank:

• marketing services;

• customer service;

• collections;

• certain other services, including new account application review and authorization, transaction processing and fraud and investigative services;

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• information technology and related services; and

• statistical reporting of account performances and measures and other information, including reporting to credit bureaus and government agencies.

In addition to the above referenced services which are provided by DPI, DPI will perform remittance processing and monthly statement preparation. As described above, DPI has contracted with BancTec to perform certain of such functions. Discover Bank is solely responsible for payment to DPI of the fees for servicing under the applicable servicing agreement. Such fees will be paid directly by Discover Bank and are not the obligation of or paid through the cash flows of the master trust or the note issuance trust. The servicing agreements have indefinite terms, but each may be terminated by either party on at least 180 days’ prior notice. In the event of a transfer of account servicing to Discover Bank or another third party, Discover Bank has agreed to pay for the costs related to such transfer. Under the servicing agreements, DPI may use its own employees or independent contractors to provide these services. However, certain core servicing functions related to the accounts designated for the master trust, such as collections and new account application review and authorization, mentioned above, are provided by DPI only. Discover Bank is solely responsible for establishing the annual percentage yields and rates, insurance premiums and other charges and fees related to its credit cards. BancTec and DPI remain liable to Discover Bank for actual damages arising from the negligent performance of their obligations under their respective servicing agreements, provided that BancTec or DPI will not be liable for damages due to causes that are in whole or in part beyond their control, such as computer and associated equipment outages, failure or downtime.

Calculation Agent. Discover Bank acts as calculation agent for the note issuance trust, and in that capacity will provide information to the master servicer for the master trust and for any additional master trust or other securitization special purpose vehicle issuing an additional collateral certificate about the notes outstanding from the note issuance trust, their terms and whether certain events have occurred with respect to them, such as whether they are in their accumulation periods, are prefunding or have had an early redemption event or event of default occur, and whether such event is continuing or has been cured. The calculation agent will also make determinations with respect to allocations among series of notes, allocations of the investor interest in receivables necessary to support the notes between the collateral certificate and any additional collateral certificates, the cash flows for the DiscoverSeries notes, the amount of prefunding of senior tranches of notes required under the indenture supplement to permit payment of subordinated tranches of notes, and similar matters; provide each servicer with any information such servicer needs to make required daily deposits; and provide each applicable master servicer with any necessary information about funds available for reallocation by the note issuance trust or funds needed from other series of master trust certificates. If Discover Bank or any successor ceases to act as master servicer for the master trust, the indenture trustee or the holders of a specified percentage of the Outstanding Dollar Principal Amount of the notes will have the right to appoint a replacement calculation agent under the indenture.

Servicing Compensation and Payment of Expenses

The master servicer is paid a monthly servicing fee, on behalf of the Depositor, DCENT as holder of the collateral certificate and the certificateholders of each other outstanding series of master trust certificates, if any, for each calendar month in an amount equal to no less than [2]% per annum, calculated on the basis of a 360-day year of twelve 30-day months, of the amount of Principal Receivables in the master trust on the first day of that calendar month. The monthly servicing fee compensates the master servicer for its activities and reimburses it for its expenses. If there is more than one servicer, the master servicer’s expenses will include the payment of a servicing fee to each servicer, pursuant to the terms of a master servicing agreement to be entered into by Discover Bank as master servicer and servicer and any other servicer. The monthly servicing fee is allocated among the Transferor Interest and each outstanding series of master trust certificates. The share of each monthly servicing fee allocable to the holder of the Transferor Certificate on any distribution date equals:

• the investor servicing fee percentage of [2]% per year, divided by twelve; multiplied by

• the amount of Principal Receivables in the master trust as of the first day of the calendar month preceding that distribution date; multiplied by

• the amount of the Transferor Interest; divided by

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• the greater of:

• the amount of Principal Receivables in the master trust; and

• the aggregate investor interest in receivables represented by all series of master trust certificates.

The holder of the Transferor Certificate pays this share of each monthly servicing fee to the master servicer on or before each distribution date.

The servicing fee for any given calendar month for the collateral certificate will equal the investor servicing fee percentage divided by twelve multiplied by the investor interest in receivables represented by the collateral certificate on the first day of the calendar month (determined after giving effect to any increases in the investor interest in receivables during that month as if those increases occurred on the first day of that month). The share of the servicing fee allocated to the DiscoverSeries notes will be based on the Nominal Liquidation Amount of each tranche of DiscoverSeries notes, and will be funded from Series Finance Charge Amounts and may be funded from certain other sources as described in “Deposits and Allocation of Funds for DiscoverSeries Notes — Fees and Expenses Payable from Collections” and “—Cash Flows.” The remainder of the monthly servicing fee will be allocated to each other outstanding series of master trust certificates, if any. Neither the trustee for the master trust nor the certificateholders of any series of master trust certificates will have any obligation to pay that portion of the monthly servicing fee that is payable by any class of any other series of master trust certificates or that is payable by the Depositor.

The note issuance trust will not pay any separate servicing fee with respect to the services provided by the calculation agent. Instead, a portion of the servicing fee payable to the master servicer for the master trust will be allocated to cover the costs of providing these services.

The master servicer pays from its servicing compensation certain other expenses incurred in connection with servicing the receivables. These include, without limitation, payment of the fees and disbursements of the trustee for the master trust and the indenture trustee and owner trustee for the note issuance trust and independent accountants and other fees and expenses of the master trust and the note issuance trust not expressly stated in the Pooling and Servicing Agreement or any series supplement to be for the account of the certificateholders or in the indenture or the indenture supplement to be for the account of the noteholders. However, neither the master servicer nor any servicer will be liable for any federal, state or local income or franchise tax, or any interest or penalties with respect to any tax, assessed on the master trust, the trustee for the master trust, the note issuance trust, the indenture trustee, the owner trustee or any of their respective investors. If additional collateral certificates are transferred to DCENT in the future, it will likely pay an additional servicing fee with respect to the investor interest in receivables represented by each additional collateral certificate.

For a discussion of certain regulatory considerations that could affect the servicing fee in the future, see “The Originator and Sponsor — Certain Regulatory Matters.”

Certain Matters Regarding the Master Servicer and the Servicers

Neither the master servicer nor any servicer may resign from its obligations and duties as master servicer or servicer under the Pooling and Servicing Agreement or any series supplement, including the series supplement for the collateral certificate, unless it determines that it is no longer permitted to perform its duties under applicable law or unless certain other limited circumstances apply. The master servicer or any servicer may not effectively resign until the trustee for the master trust or a successor to the master servicer or servicer, as applicable, has assumed the master servicer’s or servicer’s responsibilities and obligations under the Pooling and Servicing Agreement and the series supplements. Notwithstanding these restrictions, if the appropriate federal or state banking regulatory authorities, whether in connection with the appointment of a receiver or conservator or otherwise, were to find that the performance by the master servicer or any servicer of such obligations constitutes an unsafe or unsound practice or violates any law, rule, regulation or written condition or agreement applicable to the master servicer or servicer, that banking regulatory authority has the power to order the master servicer or servicer, among other things, to rescind that agreement or contract, refuse to perform that obligation, terminate that activity or take such other action as the banking regulatory authority determines to be appropriate. For more information, see “The Originator and Sponsor — Certain Regulatory Matters.”

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The master servicer or any servicer may delegate any of its duties under the Pooling and Servicing Agreement or any series supplement. However, the master servicer or the servicer will continue to be responsible and liable for the performance of delegated duties, and will not be deemed to have resigned under the Pooling and Servicing Agreement. Similarly, the calculation agent may delegate any of its duties under the indenture or the indenture supplement. However, the calculation agent will continue to be responsible and liable for the performance of delegated duties, and will not be deemed to have resigned under the indenture or the indenture supplement.

Any of the following entities will become a successor to the master servicer or the servicer, as applicable, under the Pooling and Servicing Agreement and the series supplements if it executes a supplement to the Pooling and Servicing Agreement and each series supplement then outstanding:

• any corporation into which the master servicer or the servicer is merged or consolidated in accordance with the Pooling and Servicing Agreement;

• any corporation resulting from any merger or consolidation to which the master servicer or any servicer is a party; or

• any corporation succeeding to the business of the master servicer or any servicer.

The successor to the master servicer would be expected to succeed to the responsibilities of the calculation agent under the indenture and the indenture supplement.

Master Servicer Termination Events

If any Master Servicer Termination Event occurs, either the trustee for the master trust or holders of master trust certificates that represent at least 51% of the invested amount for any class of any series of master trust certificates that is materially adversely affected by the Master Servicer Termination Event may terminate all of the rights and obligations of Discover Bank as master servicer under the Pooling and Servicing Agreement, any outstanding series supplement and any master servicing agreement. For purposes of these provisions, DCENT will have the right to vote as the holder of the collateral certificate, and will vote as instructed by the holders of its notes. The trustee for the master trust may terminate Discover Bank’s rights and obligations as master servicer by giving written notice to Discover Bank as master servicer; the holders of the requisite amount of master trust certificates may terminate these rights and obligations by giving written notice to Discover Bank as master servicer and to the trustee for the master trust.

A Master Servicer Termination Event refers to any of the following events:

• the master servicer fails to make any payment, transfer or deposit, or to give instructions to the trustee for the master trust to make any withdrawal, on the date it is required to do so under the Pooling and Servicing Agreement, any series supplement or any master servicing agreement, or within five business days after the date it was required to do so;

• the master servicer fails duly to observe or perform in any material respect any of its other covenants or agreements set forth in the Pooling and Servicing Agreement, any series supplement or any master servicing agreement and does not cure that failure for 60 days after it receives notice that it has failed to perform from the trustee for the master trust, or for 60 days after it and the trustee for the master trust receive notice that it has failed to perform from holders of certificates that represent at least 25% of the invested amount for any class of any series of master trust certificates, including DCENT as holder of the collateral certificate, materially adversely affected by the failure;

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• any representation, warranty or certification made by the master servicer in the Pooling and Servicing Agreement, any series supplement, any master servicing agreement or in any certificate delivered pursuant to any of these agreements proves to have been incorrect when made, which:

• has a material adverse effect on the rights of the investors of any class of any series of master trust certificates then outstanding, including DCENT as holder of the collateral certificate; and

• continues to be incorrect in any material respect for 60 days after written notice of its incorrectness has been given to the master servicer by the trustee for the master trust, or to the master servicer and the trustee for the master trust by holders of certificates that represent at least 25% of the invested amount for any class of any master trust series of certificates, including DCENT as holder of the collateral certificate, materially adversely affected by the incorrect representation, warranty or certification; or

• certain events of bankruptcy, insolvency or receivership of the master servicer occur. However, the FDIC may have the power to prevent the trustee for the master trust or investors in master trust certificates from effecting a transfer of servicing if the Master Servicer Termination Event relates only to the appointment of a conservator or receiver or the insolvency of Discover Bank, or any other FDIC-insured depository institution, as master servicer. Similarly, if a Master Servicer Termination Event occurs with respect to a master servicer subject to Title 11 of the United States Code, and no Master Servicer Termination Event exists other than the filing of a bankruptcy petition by or against such master servicer, the trustee for the master trust or investors in master trust certificates may be prevented from effecting a transfer of servicing.

If the master servicer is in bankruptcy or receivership or a receiver or conservator has been appointed for the master servicer, it is possible that a transfer of master servicing may be delayed pending court or FDIC approval.

The trustee for the master trust will appoint a successor master servicer as promptly as possible. If the trustee for the master trust has not appointed a successor master servicer who has accepted the appointment by the time Discover Bank ceases to act as master servicer, all authority, power and obligations of Discover Bank as master servicer under the Pooling and Servicing Agreement, any series supplement then outstanding and any master servicing agreement will pass to and be vested in the trustee for the master trust. If the trustee for the master trust is unable to act as master servicer, it shall petition a court to appoint any bank or corporation with a net value of not less than $100,000,000 and whose regular business includes servicing credit card receivables to act as master servicer. While no funds have specifically been allocated to provide for expenses in the event that a successor master servicer must be appointed, the trustee for the master trust may make arrangements for the successor’s compensation to be paid out of collections and interchange. However, no such compensation shall be in excess of the monthly servicing fee as set forth in the Pooling and Servicing Agreement. Further, in the event that the rights and obligations of the master servicer are terminated, the holder of the Transferor Certificate agrees to deposit a portion of the Finance Charge Collections and interchange that it is entitled to receive pursuant to the Pooling and Servicing Agreement to pay its share of the compensation of the successor master servicer.

Servicer Termination Events

If any Servicer Termination Event occurs with respect to any servicer, either the trustee for the master trust or holders of master trust certificates that represent at least 51% of the invested amount for any class of any series of master trust certificates that is materially adversely affected by the Servicer Termination Event, may terminate all of the rights and obligations of that servicer under the Pooling and Servicing Agreement, any series supplement and any master servicing agreement. For purposes of these provisions, DCENT will have the right to vote as the holder of the collateral certificate, and will vote as instructed by the holders of its notes. The trustee for the master trust may terminate any servicer’s rights and obligations as servicer by giving written notice to Discover Bank as master servicer and to the servicer to which the Servicer Termination Event relates; the holders of the requisite amount of master trust certificates may terminate these rights and obligations by giving written notice to Discover Bank as master servicer, to the servicer to which the Servicer Termination Event relates, and to the trustee for the master trust.

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A Servicer Termination Event, for any servicer, refers to any of the following events:

• the servicer fails to make any payment, transfer or deposit on the date it is required to do so under the Pooling and Servicing Agreement, any series supplement, or any master servicing agreement, or within five business days after the date it was required to do so;

• the servicer fails duly to observe or perform in any material respect any of its other covenants or agreements set forth in the Pooling and Servicing Agreement, any series supplement or any master servicing agreement, and does not cure that failure for 60 days after it receives notice that it has failed to perform from the trustee for the master trust, or for 60 days after it and the trustee for the master trust receive notice that it has failed to perform from holders of certificates that represent at least 25% of the invested amount for any class of any series of master trust certificates, including DCENT as holder of the collateral certificate, materially adversely affected by the failure;

• any representation, warranty or certification made by the servicer in the Pooling and Servicing Agreement, any series supplement, any master servicing agreement or in any certificate delivered pursuant to any of these agreements proves to have been incorrect when made, which:

• has a material adverse effect on the rights of the investors of any class of any series of master trust certificates then outstanding, including DCENT as holder of the collateral certificate; and

• continues to be incorrect in any material respect for 60 days after written notice of its incorrectness has been given to the servicer by the trustee for the master trust, or to the servicer and the trustee for the master trust by holders of master trust certificates that represent at least 25% of the invested amount for any class of any series of certificates, including DCENT as holder of the collateral certificate, materially adversely affected by the incorrect representation, warranty or certification; or

• certain events of bankruptcy, insolvency or receivership of the servicer occur. However, the FDIC may have the power to prevent the trustee for the master trust or investors in master trust certificates from effecting a transfer of servicing if the Servicer Termination Event relates only to the appointment of a conservator or receiver or the insolvency of Discover Bank, or any other FDIC-insured depository institution, as servicer. Similarly, if a Servicer Termination Event occurs with respect to a servicer subject to Title 11 of the United States Code, and no Servicer Termination Event exists other than the filing of a bankruptcy petition by or against the servicer, the trustee for the master trust or investors in certificates may be prevented from effecting a transfer of servicing.

If the servicer is in bankruptcy or receivership or a receiver or conservator has been appointed for the servicer, it is possible that a transfer of servicing may be delayed pending court or FDIC approval.

The trustee for the master trust will appoint a successor servicer as promptly as possible. If the trustee for the master trust has not appointed a successor servicer who has accepted the appointment by the time the servicer ceases to act as a servicer, all authority, power and obligations of the servicer under the Pooling and Servicing Agreement, any series supplement then outstanding and any master servicing agreement will pass to and be vested in the trustee for the master trust. If the trustee for the master trust is unable to act as master servicer, it shall petition a court to appoint any bank or corporation with a net value of not less than $100,000,000 and whose regular business includes servicing credit card receivables to act as servicer. While no funds have specifically been allocated to provide for expenses in the event that a successor servicer must be appointed, the holder of the Transferor Certificate agrees to deposit a portion of the Finance Charge Collections and interchange that it is entitled to receive pursuant to the Pooling and Servicing Agreement to pay its share of the compensation of the successor servicer.

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Evidence as to Compliance

Under the master trust’s Pooling and Servicing Agreement, on or before the day that is fifteen days prior to the date on which the master trust is required to file its annual or, if applicable, transition report on Form 10-K with the SEC, unless otherwise agreed in writing, the master servicer, each servicer and the trustee for the master trust shall deliver and shall cause each party participating in the servicing function to deliver to the master servicer and to Discover Funding LLC as holder of the Transferor Certificate:

• a report on an assessment of compliance with all applicable servicing criteria required by relevant SEC regulations with respect to asset-backed securities transactions that are backed by the same types of assets as those backing the master trust certificates, as set forth in the Pooling and Servicing Agreement; and

• an attestation report from a firm of registered public accountants on the related assessment of compliance with such servicing criteria, in the form required by relevant SEC regulations with respect to asset backed issuers.

The master servicer and each required servicer, affiliated servicer and unaffiliated servicer, if any, will deliver to the trustee for the master trust, Discover Funding LLC on behalf of the holder of the Transferor Certificate, Moody’s, Standard & Poor’s and Fitch on or before the date on which the master trust is required to file its annual or, if applicable, transition report on Form 10-K with the SEC, an annual statement signed by an officer of such entity to the effect that:

• a review of such entity’s activities during the reporting period and its performance under the applicable servicing agreement has been made under such officer’s supervision; and

• to the best of such officer’s knowledge, based on such review, such entity has fulfilled its obligations under the applicable servicing agreement in all material respects throughout the reporting period or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.

The master servicer will also deliver to the trustee for the master trust, Discover Funding LLC on behalf of the holder of the Transferor Certificate, Moody’s, Standard & Poor’s and Fitch, on or before the date on which the master trust is required to file its annual or, if applicable, transition report on Form 10-K with the SEC, an annual statement signed by an officer of the master servicer stating:

• in the course of the officer’s duties as an officer of the master servicer, the officer would normally obtain knowledge of any Master Servicer Termination Event; and

• whether or not such officer has obtained knowledge of any Master Servicer Termination Event during the previous fiscal year and, if so, specifying each Master Servicer Termination Event of which the signing officer has knowledge and the nature of that event.

Each servicer will deliver a similar annual statement covering the applicable period with respect to Servicer Termination Events.

Under the indenture, on or before the date that is fifteen days prior to the date on which DCENT is required to file its annual or, if applicable, transition report on Form 10-K with the SEC, unless otherwise agreed in writing, each of the indenture trustee and the calculation agent (if the calculation agent is not also the master servicer) shall deliver to each master servicer and depositor:

• a report on an assessment of compliance with all applicable servicing criteria required by relevant SEC regulations with respect to asset-backed securities transactions that are backed by the same types of assets as those backing the master trust certificates, as set forth in the indenture; and

• an attestation report from a firm of registered public accountants on the related assessment of compliance with such servicing criteria, in the form required by relevant SEC regulations with respect to asset backed issuers.

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The master servicer and each required servicer, affiliated servicer and unaffiliated servicer, if any, will deliver to the indenture trustee, the calculation agent, if it is not also the master servicer, Moody’s, Standard & Poor’s and Fitch on or before the date on which the note issuance trust is required to file its annual or, if applicable, transition report on Form 10-K with the SEC, an annual statement signed by an officer of such entity to the effect that:

• a review of such entity’s activities during the reporting period and its performance under the applicable servicing agreement has been made under such officer’s supervision; and

• to the best of such officer’s knowledge, based on such review, such entity has fulfilled its obligations under the applicable servicing agreement in all material respects throughout the reporting period or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.

The Originator and Sponsor

Discover Bank

Discover Bank, which is the originator of the receivables held by the master trust and is sponsor of the master trust’s and DCENT’s securitizations, is a wholly owned subsidiary of Discover Financial Services. Discover Financial Services acquired Discover Bank in January 1985. Discover Bank was chartered as a banking corporation under the laws of the State of Delaware in 1911, and its deposits are insured by the FDIC. Discover Bank is considered to be a “bank” for purposes of the BHCA and is not a member of the Federal Reserve System. The executive office of Discover Bank is located at 12 Read’s Way, New Castle, Delaware 19720. Discover Financial Services registered as a bank holding company under the BHCA on March 13, 2009 and is a financial holding company under the Gramm-Leach-Bliley Act. Registration as a bank holding company subjects Discover Financial Services to legal and regulatory requirements, including minimum capital requirements, and to oversight, regulation and examination by the Federal Reserve. Although the Receivables Sale and Contribution Agreement permits additional originators to sell receivables to Discover Funding LLC, Discover Bank has since inception of Discover Bank’s securitization program originated all receivables that have been transferred to the master trust.

In addition to the experience obtained by Discover Bank in the bank card business, a majority of the senior management of the credit, operations and data processing functions for the Discover card at Discover Bank and DPI have had extensive experience in the credit operations of other credit card issuers. DPI performs sales and marketing activities, provides operational support for the Discover card program and maintains merchant relationships.

Discover Bank and its affiliates may own certificates representing interests in the master trust and notes issued by DCENT in their own names.

Discover Bank’s Securitization Program and Roles as Originator and Sponsor

Discover Bank first began its securitization program in 1990, forming with certain of its affiliates Discover Card Trust 1990 A. Discover Bank formed an additional 14 stand-alone Discover Card Trusts before establishing Discover Card Master Trust I in October 1993. All of the certificates issued by these stand-alone Discover Card Trusts were paid in full on their applicable class expected final payment dates. No amortization event or early accumulation event has ever occurred for any series of certificates issued by the master trust. There has also never been a Master Servicer Termination Event or a Servicer Termination Event for the master trust.

Discover Bank formed the Discover Card Execution Note Trust on July 2, 2007 and transferred an undivided interest in the assets of the master trust, represented by the collateral certificate, to DCENT to support the issuance of notes on July 26, 2007. Discover Bank was the depositor and sole beneficiary of DCENT from the date of DCENT’s formation until the Substitution Date.

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Discover Bank’s role as sponsor includes causing the registration of the offer and sale of DCENT’s notes with the SEC; the registration of the offer and sale of the master trust’s certificates, including the collateral certificate, with the SEC; directing the issuance of DCENT’s notes and the master trust’s certificates and establishing their respective terms; and working with rating agencies, the indenture trustee, the master trust trustee, the owner trustee, legal counsel, accountants and the underwriters in connection with each offering.

Credit Risk Retention

[As described under “The Master Trust — General”, Discover Funding, LLC, a wholly-owned subsidiary of Discover Bank, is the owner of the Transferor Certificate, which represents the right to payments to the transferor interest. [In addition Discover Products Inc., a wholly-owned subsidiary of Discover Bank, owns [all] [certain of] the currently outstanding Class B notes and [all] of the currently outstanding Class C notes and Discover Properties LLC, a wholly-owned subsidiary of Discover Bank, owns [all] the currently outstanding Class D notes.] [If applicable: Disclose any hedge (security specific or portfolio) materially related to the credit risk of the retained notes that was entered into by the sponsor or by an affiliate of the sponsor to offset the risk position held.] [Insert prior to effectiveness of risk retention rules.]

[In accordance with the credit risk retention rules of Regulation RR issued by the SEC, either we, as depositor, or Discover Bank, as sponsor, is required to retain an economic interest in the credit risk of the master trust receivables. We intend to satisfy the risk retention requirements by maintaining a seller’s interest in the master trust, calculated in accordance with Regulation RR, that will equal not less than five percent of the excess of the aggregate unpaid principal balance of all DiscoverSeries notes, other than any notes that are at all times held by Discover Bank or one or more wholly-owned affiliates of Discover Bank, over the aggregate amount of principal collections on deposit in segregated principal funding sub-accounts (which excess we refer to as the “adjusted outstanding ABS investor interests” in this section). For purpose of the calculation described in the preceding sentence, a wholly-owned affiliate of Discover Bank will include any person, other than the note issuance trust, that directly or indirectly, wholly controls (i.e. owns 100% of the equity in such person), is wholly controlled by, or is wholly under common control with, Discover Bank. The required seller’s interest will be held by Discover Funding LLC through holding of the required amount of the Transferor Interest as described under “The Master Trust—The Certificates.”

The seller’s interest will be calculated as the excess of the sum of the total amount of principal receivables held by the master trust, over the aggregate investor interest in receivables for all outstanding series of certificates. As of the closing date, we expect to have a seller’s interest equal to $[●], which will equal [●]% of the adjusted outstanding ABS investor interests. For purposes of determining the seller’s interest on the closing date, we have used the aggregate principal balance of the receivables held by the master trust as of [insert date not more than 60 days prior to the date of first use of disclosure] and the principal balance of the DiscoverSeries notes expected to be outstanding as of the closing date, including $[●] of Class [    ]([    ]-[    ]) notes. The Depositor will disclose on a Form 8-K within a reasonable time after the closing date the amount of the seller’s interest on the closing date if materially different from that disclosed in this prospectus. In addition, we will disclose on each monthly Form 10-D the amount of the seller’s interest as of the each monthly measurement described below.

We will calculate the seller’s interest as a percentage of the adjusted outstanding ABS investor interests as of [insert applicable measurement date]. If such percentage is not increased to at least five percent by [insert applicable cure date not to exceed one month], we will fail to satisfy the risk retention requirements of Regulation RR. However, we will not violate the requirements of Regulation RR if the required seller’s interest falls below five percent of the adjusted outstanding ABS investor interests if an early amortization period commences for all outstanding notes and we were in compliance with the risk retention requirements as of the commencement of early amortization, and no additional notes are issued thereafter.

[In addition to holding the seller’s interest as described above, Discover Products Inc., a wholly-owned subsidiary of Discover Bank, owns [all] [certain of] the currently outstanding Class B notes and [all] the currently outstanding Class C notes and Discover Properties LLC owns [all] of the currently outstanding Class D notes.] We

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will not purchase or sell a security or other financial instrument, enter into any derivative, agreement or position that reduces or limits our financial exposure to the seller’s interest that we will retain to satisfy the risk retention requirement of Regulation RR to the extent such activities would be prohibited hedging activities in accordance with Regulation RR.] [Insert after effectiveness of risk retention rules.]

Insolvency-Related Matters

Pursuant to the Receivables Sale and Contribution Agreement, Discover Bank has granted to Discover Funding LLC a security interest in the receivables. A security interest under the UCC includes an interest in personal property that secures payment of an obligation and any interest of a buyer of accounts such as the receivables. Discover Funding LLC’s interest in the receivables and interchange may be impaired if Discover Funding LLC does not have a perfected security interest in the receivables and interchange pursuant to the Uniform Commercial Code in effect in Delaware. In general, a security interest in receivables and interchange is perfected against Discover Bank if it can be enforced not only against Discover Bank but also against creditors of Discover Bank that might want to claim those receivables and interchange. Discover Bank has taken certain actions to perfect Discover Funding LLC’s interest in the receivables and interchange, including filing financing statements of Discover Funding LLC’s interest with the Secretary of State of the State of Delaware.

Discover Bank transferred the collateral certificate to DCENT. If DCENT’s interest in the collateral certificate were to be characterized as a secured financing rather than a true sale, DCENT’s interest in the collateral certificate may be impaired if DCENT does not have a perfected security interest in the collateral certificate pursuant to the UCC. Although DCENT, Discover Funding LLC and Discover Bank treated the transfer of the collateral certificate to DCENT as a sale of the collateral certificate, Discover Bank and Discover Funding LLC have also granted DCENT a backup security interest in the collateral certificate. DCENT has taken certain actions to perfect its respective interest (if any) in the collateral certificate, including taking possession of the collateral certificate (prior to delivering possession of the collateral certificate to the indenture trustee) and filing financing statements (including amendments to such financing statements) to reflect DCENT’s interest with the Secretary of State of the State of Delaware. Discover Funding LLC assumed all of Discover Bank’s rights and obligations under the collateral certificate transfer agreement and also transferred all of its rights (if any) to the collateral certificate to DCENT.

To the extent that the security interest granted by Discover Bank in the receivables and the collateral certificate is validly perfected prior to an insolvency of Discover Bank and not made in contemplation of that insolvency or with the intent to hinder, delay or defraud Discover Bank or its creditors, a receiver or conservator of Discover Bank should not be able to invalidate the security interest or recover payments made in respect of the receivables transferred to Discover Funding LLC or the collateral certificate transferred to DCENT[, other than dividends paid to Discover Bank, as the sole member of Discover Funding LLC by Discover Funding LLC]. If, however, a receiver or conservator of Discover Bank were to assert a contrary position and seek to reclaim, recover or recharacterize the transfer of the receivables or the collateral certificate or were to require the administrative claims procedure established under the Federal Deposit Insurance Act, as amended, to be followed and the master trust to establish its right to cash collections that Discover Bank possesses as servicer or in any other capacity, the master trust may be required to delay or possibly reduce payments on the collateral certificate, which may, in turn, reduce payments to your notes.

If the FDIC is appointed as conservator or receiver for Discover Bank, it has the power under the Federal Deposit Insurance Act, as amended, to repudiate contracts, including contracts of Discover Bank such as the Pooling and Servicing Agreement and DCENT’s transfer agreement, to recover or reclaim receivables transferred to Discover Funding LLC, and to terminate Discover Bank’s obligations to service the receivables and transfer new receivables to Discover Funding LLC under the Receivables Sale and Contribution Agreement after the date of receivership. The FDIC may also argue that those rights to repudiate contracts extend to the indenture. The FDIC may not be subject to an express time limit in deciding to take these actions, and a delay by the FDIC in making a decision could result in losses on your investment. If the FDIC were successful in any of these actions, moreover, you may not be entitled under applicable law to the full amount of your damages. We believe that some of these powers have been limited as a result of the Safe Harbors adopted by the FDIC. To the extent the provisions of the New Safe Harbor on which we are relying apply, the FDIC has agreed that it will not use its repudiation power to recover, reclaim or recharacterize as assets of a failed insured depository institution any assets that were transferred

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to a master trust or revolving trust in a securitization meeting the requirements of the rules. The applicability to the master trust and the note issuance trust of the provisions of the New Safe Harbor on which we are relying requires, among other things, that the transfer of the receivables meet the conditions for sale accounting treatment under generally accepted accounting principles in effect prior to November 15, 2009. See “—FDIC Rule Regarding Securitizations” for a description of the possible effects of these provisions of the New Safe Harbor no longer applying. Notwithstanding the Safe Harbors, we cannot assure you that the FDIC, as a result of its appointment as conservator or receiver, would not exercise its powers in a manner adverse to Class [    ]([    ]-[    ]) noteholders, including finding certain provisions, such as amortization or early redemption triggers or events of default resulting solely from the appointment of a conservator or receiver for Discover Bank, unenforceable or subjecting any amortization, or early redemption events, events of default or other rights of terminating, accelerating or affecting rights under a contract with, or exercising rights over property of, Discover Bank to an automatic stay of up to 90 days, and the FDIC may seek to extend this stay by seeking injunctive relief. To the extent any bank regulator having jurisdiction over Discover Bank (including the FDIC in the role of conservator or receiver of Discover Bank) finds any contract or other arrangement entered into or maintained by Discover Bank to be in violation of safe and sound banking practices or applicable regulations, that regulator could order Discover Bank to remedy the violation, which could result in changes to contracts, including agreements related to the securitization, to which Discover Bank is a party.

If any of these events were to occur, payments to you could be accelerated, delayed, or reduced. In addition, these events could result in other parties to the transaction documents being excused from performing their obligations, which could cause further losses on your investment. Furthermore, if the administrative expenses of a conservator or receiver for Discover Bank, or of a bankruptcy trustee for Discover Funding LLC, the master trust or DCENT, were found to relate to the receivables, the collateral certificate, or the transaction documents, those expenses could be paid from the collections on the receivables before the master trust trustee, DCENT or the indenture trustee receives any payments, which could result in losses on your investment.

Discover Bank received on the date the master trust issued the Series 2007-CC collateral certificate an opinion of counsel regarding the valid security interest created by the 2010 Pooling and Servicing Agreement and Discover Bank will receive on the Expected Issuance Date for the Class [    ]([    ]-[    ]) notes, an opinion of Mayer Brown LLP, Discover Bank’s counsel, concluding that:

• the provisions of the Receivables Sale and Contribution Agreement are effective under the UCC to create a valid security interest in favor of Discover Funding LLC in Discover Bank’s right, title and interest in and to the receivables; and

concluding on a reasoned basis — although there is no precedent based on directly similar facts — that

• to the extent the transfer of receivables to Discover Funding LLC would have met all conditions for sale accounting treatment under the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 140, without giving effect to the Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140, and Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) and the receivables constitute “financial assets” under the FDIC rules, the FDIC will not seek to recover or reclaim the receivables, or recharacterize them as receivables of Discover Bank;

each subject to certain facts, assumptions and qualifications specified in the opinion, including matters set forth under “Certain Legal Matters Relating to the Receivables — Transfer of Receivables” and “—Certain UCC Matters,” under federal and New York law. See “The Depositor — Insolvency-Related Matters” for a description of the legal opinions to be obtained with respect to the Depositor.

Discover Bank also received on the date the master trust issued the collateral certificate an opinion of counsel regarding the perfection of its security interest under Delaware law. Discover Bank will receive on the Expected Issuance Date for the Class [    ]([    ]-[    ]) notes, an opinion of [Young Conaway Stargatt & Taylor, LLP], Discover Bank’s Delaware counsel, concluding that

• to the extent Delaware law applies, the security interest created by the Receivables Sale and Contribution Agreement in favor of Discover Funding LLC is a valid security interest in all right, title and interest of Discover Bank in and to the receivables; and

• the security interest is a perfected security interest; and

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concluding on a reasoned basis that

• the security interest is a first priority security interest,

each subject to certain facts, assumptions and qualifications specified in the opinion, including matters set forth under “Certain Legal Matters Relating to the Receivables — Transfer of Receivables” and “—Certain UCC Matters.”

For a description of the potential effects of an insolvency on interchange, see “Risk Factors — Interchange May Decrease Substantially Due to an Insolvency Event or a Reduction in the Rate of Interchange Fees.”

Certain Regulatory Matters

If the appropriate federal or state banking regulatory authorities, whether in connection with the appointment of a receiver or conservator or otherwise, were to find that any of the Pooling and Servicing Agreement, the series supplement for Series 2007-CC, the indenture, indenture supplement and terms documents for the Class [    ]([    ]-[    ]) notes, or any other agreement or contract of Discover Bank, the master trust or DCENT, or the performance of any obligation under such an agreement or contract, constitutes an unsafe or unsound practice or violates any law, rule, regulation, or written condition or agreement applicable to Discover Bank, that banking regulatory authority has the power to order Discover Bank, among other things, to rescind that agreement or contract, refuse to perform that obligation, terminate that activity, or take such other action as that banking regulatory authority determines to be appropriate. Discover Bank may not be liable to you, the master trust or the note issuance trust for contractual damages for complying with any orders issued by such banking regulatory authority and you, the master trust or the note issuance trust may not have any recourse against the applicable banking regulatory authority. While we have no reason to believe that any banking regulatory authority would make such a finding about Discover Bank or the operation of the master trust or the note issuance trust and while Discover Bank is currently well-capitalized and thus does not believe that a banking regulatory authority would have reason to take action against Discover Bank, there can be no assurance that a banking regulatory authority in the future would not conclude otherwise. Even though under the applicable banking regulations, a bank is considered “well-capitalized” if it maintains a risk based capital ratio at or above certain specified levels and is not otherwise in a “troubled condition” as specified by the appropriate federal regulatory agency, the standards for capital adequacy for the largest financial institutions may have shifted based upon the stress tests and recent pronouncements from the Federal Reserve.

The Office of the Comptroller of the Currency issued a temporary cease and desist order against a national banking association in connection with a securitization of that bank’s credit card receivables asserting that, contrary to safe and sound banking practices, that bank was receiving inadequate servicing compensation under its securitization agreements, and ordered it, among other things, to resign as servicer within 120 days and to immediately withhold funds from collections in an amount sufficient to compensate it for its actual costs and expenses of servicing. In contrast to the situation with this national banking association, Discover Bank believes that the servicing fees it currently receives are adequate to compensate it for its servicing role, and notes that payments of such servicing fees to Discover Bank have a significantly higher priority in the cash flows of the master trust and the note issuance trust than those of the national banking association against which the Office of the Comptroller of the Currency issued its order.

Similarly, the national banking association that was the subject of the cease-and-desist order referred to above, in connection with regulatory actions taken against it by the Office of the Comptroller of the Currency, stopped making new extensions of credit to its credit holders in early 2003. If the FDIC were to determine that continuing to extend credit to customers on Discover card accounts constituted an unsafe or unsound practice, it is

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possible that the FDIC could require Discover Bank to stop making new extensions of credit to customers on some or all of the accounts. If this were to happen, the amount of Principal Receivables in the master trust would be expected to decline as existing Principal Receivables were paid, and the distributions with respect to the collateral certificate to enable DCENT to pay the principal of the Class [    ]([    ]-[    ]) notes might also decline as a result of the decrease in the aggregate principal balance of receivables. Conversely, customers would likely seek alternative sources of credit and might transfer their balances to other credit card products, which might accelerate principal payment but could reduce Finance Charge Receivables. In addition, the master trust would no longer receive interchange as there would no longer be any net merchant sales on the accounts.

Thus, while Discover Bank has no reason to believe that any banking regulatory authority would currently consider provisions relating to Discover Bank acting as master servicer and servicer, the payment of the servicing fee to Discover Bank, the extension of credit to Discover Bank’s credit card customers, or any other obligation of Discover Bank under the Pooling and Servicing Agreement, any series supplement, the indenture, the indenture supplement or any terms document related to the Class [    ]([    ]-[    ]) notes or otherwise to be unsafe or unsound or violative of any law, rule or regulation applicable to it, there can be no assurance that a banking regulatory authority in the future would not conclude otherwise. If a banking regulatory authority did reach such a conclusion, and ordered Discover Bank to rescind or amend the Pooling and Servicing Agreement, any series supplement or the indenture, the indenture supplement or any terms document related to the Class [    ]([    ]-[    ]) notes, or to stop extending credit on some or all of the accounts designated as part of the master trust, payments could be delayed or reduced.

[Additional Originators]

[With respect to any originator, or group of affiliated originators, apart from the sponsor or its affiliates that has originated, or is expected to originate, 10% or more of the pool assets, disclosure regarding identity of such originator(s).] [With respect to any originator, or group of affiliated originators, apart from the sponsor or its affiliates that has originated, or is expected to originate, 20% or more of the pool assets, disclosure required by Item 1110(b), including the identity of such originator(s), form of organization of such originator(s), a description of such originator(s) origination program and how long the originator has been engaged in originating assets as required by Item 1110(b)(2) of Regulation AB, a description of any interest that the originator(s), or any affiliate thereof, has retained in the transaction as required by Item 1110(b)(3) of Regulation AB, and for any originator required to repurchase or replace a pool asset for breach of a representation or warranty pursuant to the transaction agreements, information regarding the originator’s financial condition to the extent there is a material risk that the effect on its ability to comply with the provisions in the transaction agreements relating to the repurchase obligations for those assets resulting from such financial information could have a material impact on pool performance of the asset-backed securities.]

[If applicable: Identify any originator(s) originating less than 10% of the pool assets if the cumulative amount originated by parties other than the sponsor or its affiliates is more than 10% of the pool assets.]

The Depositor

Discover Funding LLC

Discover Funding LLC, which acts as depositor for the master trust and as depositor and beneficiary for DCENT, is a wholly owned bankruptcy-remote subsidiary of Discover Bank. Discover Funding LLC was formed on May 18, 2015 as a limited liability company organized under the laws of the State of Delaware. The executive office of Discover Funding LLC is located at 12 Read’s Way, New Castle, Delaware 19720. Pursuant to the Pooling and Servicing Agreement, Discover Funding LLC assumed all of the rights and obligations of Discover Bank, solely in its capacity as seller, under the 2010 Pooling and Servicing Agreement.

Discover Funding LLC was organized for the limited purpose of purchasing, holding, owning and transferring credit card receivables and related activities. Discover Funding LLC has been engaged in securitizing credit card receivables as described in this prospectus since its formation and has not been engaged in any activities other than activities incidental to the securitizations.

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Discover Funding LLC transfers certain of the receivables transferred to it by Discover Bank to the master trust on an on-going basis pursuant to the terms of the Pooling and Servicing Agreement. In addition, Discover Funding LLC is the sole beneficiary of the note issuance trust and has the right to receive all cash flows from the assets of the note issuance trust other than the amounts required to make payments for any series of notes. This interest is called the Transferor Interest.

[Discover Funding LLC and its affiliates may own certificates representing interests in the master trust and notes issued by DCENT in their own names].

Discover Funding LLC’s Role as Depositor

Discover Bank formed the Discover Card Execution Note Trust on July 2, 2007 and transferred an undivided interest in the assets of the master trust, represented by the collateral certificate, to DCENT to support the issuance of notes on July 26, 2007. On the Substitution Date, Discover Funding LLC assumed all the rights and obligations of Discover Bank under the DCENT trust agreement and became the sole beneficiary of DCENT.

In its capacity as the depositor and beneficiary of DCENT and the depositor of the master trust, Discover Funding LLC:

• has the right, and in some circumstances the obligation, to designate additional accounts, or interests in other receivables pools, for the master trust;

• has the right to remove receivables from the master trust, subject to specified constraints;

• has the right to designate additional collateral certificates to be transferred to DCENT;

• indemnifies the master trust and the master trust trustee against losses arising out of the depositor’s activities in connection with the master trust or the master trust trustee;

• indemnifies DCENT, the owner trustee and the indenture trustee against losses arising out of the beneficiary’s activities in connection with DCENT;

• repurchases receivables that have been transferred to the master trust if an event requiring the repurchase of receivables or a Trust Portfolio Repurchase Event for the master trust occurs;

• prepares required SEC reports;

• receives the proceeds of sales of notes in conjunction with the issuance of each tranche of notes, less offering expenses payable by DCENT and the amount of any required reserve account deposits, in exchange for its transfer of an additional undivided interest in the assets of the master trust, as represented by the collateral certificate, to DCENT;

• pays the fees and expenses of the master trust trustee, the owner trustee and the indenture trustee; and

• receives all residual payments in connection with the Transferor Interest in the master trust and the beneficial interest in DCENT.

Insolvency-Related Matters

Pursuant to the Pooling and Servicing Agreement, Discover Funding LLC has granted to the master trust trustee, on behalf of the master trust, a security interest in the receivables. A security interest under the UCC includes an interest in personal property that secures payment of an obligation and any interest of a buyer of accounts such as the receivables. The master trust’s interest in the receivables and interchange may be impaired if the trustee for the master trust does not have a perfected security interest in the receivables and interchange pursuant to the Uniform Commercial Code in effect in Delaware. In general, a security interest in receivables and interchange

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is perfected against Discover Funding LLC if it can be enforced not only against Discover Funding LLC, but also against creditors of Discover Funding LLC that might want to claim those receivables and interchange. Discover Funding LLC has taken certain actions to perfect the master trust’s interest in the receivables and interchange, including filing financing statements to reflect the master trust’s interest with the Secretary of State of the State of Delaware.

Discover Funding LLC transferred its interest (if any) in the collateral certificate to DCENT and, as the assignee of the rights and obligations of Discover Bank under the trust agreement, will cause the investor interest in receivables represented by the collateral certificate to increase in connection with each issuance of notes. If DCENT’s interest in the collateral certificate were to be characterized as a secured financing rather than a true sale, DCENT’s interest in the collateral certificate may be impaired if DCENT does not have a perfected security interest in the collateral certificate pursuant to the UCC. Although DCENT, Discover Funding LLC and Discover Bank treat the transfer of the collateral certificate to DCENT as a sale of the collateral certificate, each of Discover Bank and Discover Funding LLC also has granted to DCENT a backup security interest in the collateral certificate. DCENT has taken certain actions to perfect its interest in the collateral certificate, including taking possession of the collateral certificate (prior to delivering possession of the collateral certificate to the indenture trustee) and filing financing statements of DCENT’s interest with the Secretary of State of the State of Delaware.

To the extent that the security interest granted to the trustee for the master trust is validly perfected prior to an insolvency of Discover Funding LLC and not taken in contemplation of that insolvency or with the intent to hinder, delay or defraud Discover Funding LLC or its creditors, a bankruptcy trustee should not be able to invalidate the security interest or recover payments made in respect of the receivables in the master trust, other than payments made to Discover Funding LLC by the master trust related to Discover Funding LLC’s residual interest in the master trust. Although the parties intend to treat the transfer of the collateral certificate from Discover Funding LLC to DCENT as a true sale of such collateral certificate, many of the same considerations that potentially affect the master trust’s interest in the receivables following the appointment of a conservator or receiver for Discover Funding LLC will also apply to DCENT’s interest in the collateral certificate if the transfer were recharacterized as a secured transaction. To the extent that the security interest granted to DCENT is a validly perfected and enforceable security interest prior to an insolvency of Discover Funding LLC and not taken in contemplation of that insolvency or with the intent to hinder, delay or defraud Discover Funding LLC or its creditors, a bankruptcy trustee should not be able to invalidate the security interest or recover payments made in respect of the collateral certificate, other than payments made to Discover Funding LLC by DCENT related to Discover Funding LLC’s interest in DCENT as beneficiary. If, however, in either case, a bankruptcy trustee or other creditors of Discover Funding LLC were to assert a contrary position and seek to reclaim, recover or recharacterize the transfer of the receivables or the collateral certificate, the master trust may be required to delay or possibly reduce payments on the collateral certificate, which may, in turn, reduce payments to your notes.

Discover Funding LLC will receive on the Expected Issuance Date for the Class [    ]([    ]-[    ]) notes, an opinion of counsel, concluding that:

• the provisions of the Pooling and Servicing Agreement are effective under the UCC to create a valid security interest in favor of the master trust in Discover Funding LLC’s right, title and interest in and to the receivables,

subject to certain facts, assumptions and qualifications specified in the opinion, including matters set forth under “Certain Legal Matters Relating to the Receivables — Transfer of Receivables” and “—Certain UCC Matters,” under federal and New York law.

Discover Funding LLC also will receive on the Expected Issuance Date for the Class [    ]([    ]-[    ]) notes, an opinion of Delaware counsel, concluding that

• to the extent Delaware law applies, the security interest created by the Pooling and Servicing Agreement in favor of the master trust is a valid security interest in all right, title and interest of Discover Funding LLC in and to the receivables; and

• the security interest is a perfected security interest; and

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concluding on a reasoned basis that

• the security interest is a first priority security interest,

each subject to certain facts, assumptions and qualifications specified in the opinion, including matters set forth under “Certain Legal Matters Relating to the Receivables — Transfer of Receivables” and “—Certain UCC Matters.”

The Master Trust

General

Discover Bank and the trustee for the master trust formed the master trust, which is the issuing entity of the Series 2007-CC collateral certificate, in October 1993, pursuant to the 2010 Pooling and Servicing Agreement. Pursuant to the Third Amended and Restated Pooling and Servicing Agreement, dated as of the Substitution Date, Discover Funding LLC assumed all of the rights and obligations of Discover Bank, solely in its capacity as seller, under the 2010 Pooling and Servicing Agreement. The master trust is a common law trust and is governed by the laws of the state of New York. The fiscal year end for the master trust is currently December 31. Prior to the Substitution Date, Discover Bank transferred Discover card receivables existing as of specified dates in designated accounts directly to the master trust. On and after the Substitution Date, Discover Funding LLC, as assignee of Discover Bank, began to transfer and will continue to transfer Discover card receivables existing as of specified dates in designated accounts to the master trust that Discover Funding LLC has received from Discover Bank pursuant to the terms of the Receivables Sale and Contribution Agreement. As customers make additional charges and incur additional finance charges and other fees with respect to these accounts, Discover Bank is also obligated to transfer these additional receivables to Discover Funding LLC for subsequent transfer to the master trust on a daily basis until the master trust terminates. In addition, on November 3, 2004, Discover Bank conveyed to the master trust the right to receive a portion of the interchange fees paid by or through merchant acceptance networks, including the national network maintained by DFS Services LLC, to Discover Bank in connection with transactions on accounts of the type included in the master trust, which we refer to as “interchange.” Prior to the Substitution Date, Discover Bank transferred the related interchange directly to the master trust. After the Substitution Date, Discover Bank will transfer interchange to Discover Funding LLC for subsequent transfer to the master trust. The portion of interchange conveyed to the master trust will be determined by dividing the net merchant sales processed on the accounts for any month by the net merchant sales processed on all accounts in the Discover card portfolio that month, and such interchange will be deposited, to the extent required, to the master trust only on the related distribution date.

The master trust was initially capitalized by the transfer of receivables to it from Discover Bank. In exchange for the transfer of receivables, Discover Bank received the Transferor Certificate and Discover Bank transferred the Transferor Certificate to Discover Funding LLC when Discover Funding LLC assumed Discover Bank’s obligations as seller under the Pooling and Servicing Agreement. Discover Funding LLC’s equity in the master trust, represented by the Transferor Interest, varies based on the size of the interest of the master trust’s investors and the total amount of the master trust’s receivables. As Discover Funding LLC transfers additional receivables to the master trust, the Transferor Interest increases. Discover Funding LLC also receives the net cash proceeds from each sale of certificates issued by the master trust and notes issued by DCENT. The master trust does not have any officers or directors.

Master Trust Assets

The master trust’s assets include, or may include, the following:

• the receivables;

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• all monies due or to become due under the receivables;

• all proceeds of the receivables, including collections that Discover Bank or any other servicer may use for its own benefit before each distribution date subject to satisfaction of specified ratings criteria;

• interchange for the benefit of each series of master trust certificates;

• monies on deposit in the collections account, the reallocations accounts established to reallocate excess Finance Charge Collections, Principal Collections and interchange among series of certificates, if applicable, and the investor accounts established for the investors in other series of master trust certificates, if any, and investment income on certain of those accounts;

• cash recoveries on receivables in the master trust that have been charged off as uncollectible;

• the proceeds from sales and any other recoveries that Discover Funding LLC has transferred to the master trust from any charged-off receivables that Discover Funding LLC has removed from the master trust;

• credit support or enhancement for other series of master trust certificates, if applicable;

• currency swaps for series denominated in foreign currencies; and

• interest rate protection agreements.

[The receivables conveyed to the master trust as of the date of this prospectus include only receivables arising under Discover card accounts, although at a later date,] Discover Funding LLC may add [other] receivables to the master trust that do not arise under accounts in the Discover card portfolio. Discover Funding LLC has the right, and in some circumstances the obligation, to designate additional accounts, which may be Discover card accounts or other credit accounts originated by Discover Bank, an affiliate of Discover Bank or a third-party, to be included as accounts, or to add interests in other credit card receivables pools to the master trust, subject to conditions that we describe in “—Master Trust Addition of Accounts.” [Third-party originators are described under the heading “Additional Originators.”] If Discover Funding LLC is obligated or elects to designate additional accounts to the master trust, Discover Bank will have the obligation to designate additional accounts and sell and/or contribute the related receivables to Discover Funding LLC under the Receivables Sale and Contribution Agreement. To the extent that interests in other credit card pools are part of the master trust’s assets, additional disclosure will be provided with respect to such interests. In addition, Discover Funding LLC has the right to designate accounts for removal from the master trust, subject to conditions that we describe in “—Master Trust Removal of Accounts.”

Activities of Master Trust

Discover Bank formed the master trust in October 1993 to issue certificates of various series pursuant to the Pooling and Servicing Agreement and a series supplement to the Pooling and Servicing Agreement for each series. On the Substitution Date, Discover Bank assigned its rights and obligations as seller under the Pooling and Servicing Agreement and related supplements to Discover Funding LLC. The master trust has issued many series of master trust certificates, all of which, other than Series 2007-CC, have fully matured, and Discover Funding LLC expects that the master trust may continue to issue series from time to time after the date of this prospectus. The conditions for issuance of additional series of master trust certificates may include a requirement for rating agency consent or confirmation. The master trust will not engage in any business activity other than:

• receiving and holding the receivables and the proceeds from the receivables and related interchange;

• issuing master trust certificates, including the collateral certificate and the Transferor Certificate;

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• making payments on master trust certificates, including the collateral certificate and the Transferor Certificate;

• investing funds on deposit in the collections account, the reallocation accounts established to reallocate excess Finance Charge Collections, Principal Collections, interchange and similar amounts, if any, among series of master trust certificates, if applicable, and the investor accounts established for investors of other series; and

• entering into interest rate swap, currency swap or interest rate cap or other rate protection agreements.

As a consequence, Discover Funding LLC does not expect the master trust to need additional capital resources except for the receivables in additional accounts, the allocable portion of interchange calculated by reference to net merchant sales on such accounts on and after the date of designation or interests in other credit card receivables pools, if applicable. Except for borrowings in connection with credit enhancement arrangements for the benefit of investors of one or more series of master trust certificates, other than Series 2007-CC, the master trust may not borrow funds. The master trust may not make loans.

The master trust has been structured to have very limited permitted activities and to afford very little discretion with respect to its administration. To the extent decisions are permitted to be made for the master trust, they are limited to account additions and removals as described elsewhere in this prospectus, and the following:

• Servicing of receivables. The master servicer and servicer are ultimately responsible for handling all billing, payment processing and collection activity for the master trust, and have the ability to modify or cancel receivables as a result of fraudulent or counterfeit charges, returns, or as may be otherwise consistent with their general servicing guidelines. See “The Discover Card Business — Collection Efforts and Charged-Off Accounts.”

• Issuing new series and additional master trust certificates in existing series. Subject to satisfaction of any applicable requirements for rating agency consent or confirmation, Discover Funding LLC may cause the master trust to issue a new series of master trust certificates and may establish the terms of that new series. Discover Funding LLC may also cause the master trust to issue additional master trust certificates in existing series or increase the investor interest in receivables represented by the collateral certificate.

• Entering into credit enhancement agreements, swaps and interest rate caps. The master servicer may cause the master trust to enter into credit enhancement arrangements, swaps or interest rate caps in connection with any new series of master trust certificates, and may cause the master trust to enter into replacement or substitute arrangements with respect to the credit enhancement for existing series of master trust certificates. The master trust may enter into clearing arrangements with respect to such swaps or interest rate caps, if applicable.

• Delaying commencement of the accumulation period for master trust certificates other than the collateral certificate. The master servicer may cause the commencement of the accumulation period for any series of master trust certificates, if any, to be delayed if it reasonably determines that the delay will not prevent any class of the applicable series of master trust certificates from being paid on its expected final payment date.

• Moving series among groups. The master servicer may move a series from one group in the master trust to another.

• Making an alternative credit support election. Discover Funding LLC may change the way Finance Charge Collections are allocated to a series of master trust certificates, if any, other than Series 2007-CC, after an amortization event by making an election to change this allocation before the amortization event and arranging for additional credit enhancement for the series, as specified in the applicable series supplement.

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• Making a clean-up call. Discover Bank, as servicer, may repurchase the remaining master trust certificates of a series other than Series 2007-CC, if any, if the investor interest in receivables represented by the certificates for such series is 5% or less of the original investor interest in receivables for the series, or in the case of the collateral certificate, if a cleanup call is permitted under the indenture with respect to the notes, and other specified conditions are satisfied. See “The Notes — Cleanup Calls.”

• Amendments. The master servicer, servicer, depositor and trustee for the master trust may agree to make certain amendments to the Pooling and Servicing Agreement or to the series supplement for any series of master trust certificates, including Series 2007-CC, without certificateholder consent (although significant changes to the permitted activities of the master trust may only be changed if the holders of at least 51% of the certificates consent to such amendment), and may make other amendments, including those having a material adverse effect on investors in one or more classes of master trust certificates or amendments changing the permitted activities of the master trust, if the holders of 66 2/3% of the certificates consent to such amendments. DCENT, as a certificateholder, will vote on any proposed amendment that requires certificateholder consent as directed by the holders of its notes, based on their Outstanding Dollar Principal Amounts.

The master trust’s payment obligations from cash flows with respect to agreements with third parties are limited to the extent that funds are available to pay such obligations.

Master Trust Certificates

Each series of master trust certificates, including Series 2007-CC, is issued pursuant to the Pooling and Servicing Agreement and a series supplement to the Pooling and Servicing Agreement. Each series supplement contains the basic terms of the series and detailed provisions regarding allocations and payments to the certificateholders of the series, including DCENT with respect to the collateral certificate.

Each series consists of one or more classes of certificates. Each certificate, including the collateral certificate, represents a fractional undivided interest in the master trust, including the right to a percentage of all collections on the receivables in the master trust, subject to any limitations specified in the applicable series supplement such as the right to receive only the stated rate of interest on the certificates rather than the corresponding amount of yield on the receivables. The collateral certificate represents a more comprehensive pass-through interest, and does not limit the proportionate share of collections payable to DCENT, although cash flows that exceed the amounts necessary for payments on the notes and reimbursements of charged-off receivables allocated to the collateral certificate may be reallocated to other series of master trust certificates.

Discover Funding LLC owns the Transferor Interest, which is an interest in the Principal Receivables in the master trust that are not represented by outstanding certificates of any series at any given time. This interest is an undivided interest in the Principal Receivables, including the right to a varying percentage, the Transferor Percentage, of all collections on the receivables in the master trust and interchange assigned to the master trust.

The Transferor Interest is currently required under the Pooling and Servicing Agreement to be maintained at no less than [7]% of the sum of the investor interests of each series. As of [●], the amount of the excess depositor’s interest before giving effect to the issuance of the Class [    ]([    ]-[    ]) notes is equal to [●]. The size of Discover Funding LLC’s interest varies based on the size of the interests of the master trust’s investors and the total amount of the master trust’s Principal Receivables. The amount of Principal Receivables in the master trust will vary each day as customers create new Principal Receivables and pay others.

Discover Funding LLC’s interest in the master trust declines when:

• in any month, the amount of collections of Principal Receivables and the charged-off amount exceed the amount of new Principal Receivables created;

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• the master trust issues new series of certificates or increases the size of any existing series by issuing additional certificates in those series or by increasing the investor interest in receivables represented by the collateral certificate when the note issuance trust issues new notes or the Nominal Liquidation Amount of the notes otherwise increases; and

• Discover Funding LLC causes the receivables in designated accounts to be removed from the master trust.

Discover Funding LLC’s interest in the master trust increases when:

• in any month, the amount of collections of Principal Receivables and the charged-off amount are less than the amount of new Principal Receivables created;

• the investor interest in receivables represented by the certificates of any series, including the collateral certificate, declines as principal is paid to or deposited for the benefit of certificateholders or, in the case of the collateral certificate, as the Nominal Liquidation Amount of the notes otherwise declines; and

• Discover Funding LLC causes the receivables in additional accounts to be added to the master trust.

In general, the investor interest in receivables of any series of master trust certificates (other than the collateral certificate) issued by the master trust will, as of any distribution date, equal the total stated dollar amount of master trust certificates issued to investors in that series as of such date, minus (A) unreimbursed investor losses (including losses related to charged-off receivables and sales of receivables), if any, allocable to that series, (B) Principal Collections and similar amounts paid to investors or deposited to the applicable master trust series principal funding account for the benefit of such series, or in the case of the collateral certificate, deposited to the note issuance trust principal funding subaccounts for each tranche of notes and (C) the aggregate amount of losses, if any, of principal on investments of funds on deposit in master trust accounts for the benefit of such series. The investor interest in receivables represented by the collateral certificate will increase by the amount of any additional investment in that collateral certificate that is funded through the issuance of a new series, class or tranche of notes or as prefunded amounts are released from the principal funding subaccount for any tranche of notes, and will reflect the Nominal Liquidation Amount of all tranches of notes as long as DCENT does not own any additional collateral certificate.

Sale and Assignment of Receivables to the Master Trust

On October 27, 1993 and on various subsequent dates prior to the Substitution Date, Discover Bank sold and transferred to the master trust all of its right title and interest in and to:

• all receivables existing in the accounts designated as master trust accounts on each such date; and

• all receivables created in those accounts after each such date, on a daily basis as they arise, until the master trust terminates.

On the Substitution Date, the Pooling and Servicing Agreement was amended and Discover Bank assigned all of its rights and obligations as seller to Discover Funding LLC. At the same time, Discover Funding LLC entered into a Receivables Sale and Contribution Agreement with Discover Bank whereby Discover Bank designated all existing accounts designated to the master trust to Discover Funding LLC and transferred the receivables created on and after the Substitution Date in those accounts to Discover Funding LLC. Discover Bank will also transfer and assign future receivables created in these accounts and additional accounts to Discover Funding LLC. Under the amended Pooling and Servicing Agreement, in its capacity as transferor, Discover Funding LLC will transfer all receivables sold to Discover Funding LLC by Discover Bank under the Receivables Sale and Contribution Agreement to the master trust. In exchange for these transfers, Discover Funding LLC, as assignee of Discover Bank, has received the Transferor Certificate, the right to direct the issuance of new series of master trust certificates, and the proceeds from the sale of each new series of master trust certificates. Discover Funding LLC

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also receives the net proceeds from DCENT’s sale of the notes, in exchange for reducing its Transferor Interest and transferring to DCENT an increased investor interest in receivables represented by the collateral certificate. Effective November 1, 2004, Discover Bank also conveyed the right to receive interchange to the master trust. On and after the Substitution Date, Discover Bank will convey the right to receive interchange to Discover Funding LLC, which right Discover Funding LLC conveyed to the master trust under the Pooling and Servicing Agreement.

Since the assets in the master trust are intangible, they require no formal custodial arrangements; however, Discover Bank has indicated in its computer files that it has transferred the receivables to Discover Funding LLC and Discover Funding LLC has indicated in its books and records that it has transferred the receivables to the master trust. In addition, Discover Bank has provided to Discover Funding LLC and Discover Funding LLC has caused to be provided to the trustee for the master trust a computer file containing a complete list of each account identified by account number, and will provide or cause to be provided a similar computer file with respect to newly designated accounts each time it designates additional accounts. Neither Discover Bank nor Discover Funding LLC will:

• deliver to the trustee for the master trust any other records or agreements relating to the accounts and the receivables;

• segregate the records and agreements that it maintains relating to the accounts and the receivables from records and agreements relating to other credit accounts and receivables; or

• otherwise mark these records or agreements to reflect the sale of the receivables to the master trust, except for any electronic or other indicators necessary to service the accounts in accordance with the Pooling and Servicing Agreement and the series supplement for any series of master trust certificates.

The trustee for the master trust will have reasonable access to these records and agreements as required by applicable law and to enforce the rights of investors. UCC-1 financing statements were filed against Discover Bank and Discover Funding LLC in accordance with applicable state law to perfect the master trust’s interest in the receivables, and the master servicer will file continuation statements as needed to maintain that perfection. See “Certain Legal Matters Relating to the Receivables.”

Master Trust Addition of Accounts

Discover Funding LLC may, in its sole discretion:

• designate credit card accounts originated by Discover Bank or its affiliates as additional accounts, and cause the receivables then existing and thereafter arising in those accounts to be transferred to the master trust and assign to the master trust the allocable portion of interchange calculated by reference to net merchant sales on those accounts on and after the date of designation; or

• convey interests in other credit card receivables pools to the master trust.

In addition, Discover Funding LLC will be required to designate additional accounts or convey interests in other credit card receivables pools to the master trust if the aggregate amount of Principal Receivables in the master trust on the last day of any month is less than the Minimum Principal Receivables Balance. If Discover Funding LLC is required or elects to designate additional accounts under the Pooling and Servicing Agreement, Discover Bank will be required to designate additional accounts under the Receivables Sale and Contribution Agreement. If such additions are required but do not take place, an amortization event with respect to the collateral certificate will occur, which will also be an early redemption event for the Class [    ]([    ]-[    ]) notes.

Additional accounts may consist of additional Discover card accounts originated by Discover Bank or other credit accounts originated by Discover Bank, an affiliate of Discover Bank or a third-party. These accounts may include newly originated accounts. [Third-party originators are described under the heading “Additional Originators.”]

Discover Funding LLC may only assign additional accounts to the master trust if:

• Discover Funding LLC and the trustee for the master trust execute and deliver a written assignment;

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• Discover Funding LLC causes its legal counsel to deliver an opinion to the trustee for the master trust relating to the master trust’s security interest in the receivables in the additional accounts and insolvency and related matters;

• an authorized officer of the servicer delivers a certificate regarding the selection criteria used to select the additional accounts; and

• either

• any rating agency consent or confirmation requirement that applies is satisfied; or

• the proposed assignment complies with any limitations established by Moody’s and Standard & Poor’s on Discover Funding LLC’s ability to designate additional accounts.

The servicer for any additional accounts must select those accounts on the basis of selection criteria that the servicer does not believe to be materially adverse to the interests of investors in any outstanding class of any series of master trust certificates or any credit enhancement provider for any such series.

The master trust will receive all collections of receivables in additional accounts in the same manner as it receives other collections. In addition, designations of additional accounts will also include the allocable portion of interchange fees arising after the date of such designation. The servicer may, however, estimate the amount of Finance Charge Receivables billed on the receivables in the additional accounts for the month in which the accounts were added to the master trust.

Although the Pooling and Servicing Agreement must be amended to add interests in other pools of credit card receivables to the master trust, this amendment will not require certificateholder consent. Discover Funding LLC may only add interests in other pools of credit card receivables to the master trust if:

• Discover Funding LLC delivers a certificate to the trustee for the master trust stating that Discover Funding LLC reasonably believes that the addition will not be materially adverse to the interests of investors in any outstanding class of any series of master trust certificates or any credit enhancement provider for any such series;

• Discover Funding LLC causes its legal counsel to deliver an opinion to the trustee for the master trust relating to the master trust’s security interest in these added interests and insolvency and related matters; and

• any rating agency consent or confirmation requirement that applies is satisfied.

Additional accounts or accounts underlying interests in pools of credit card receivables:

• need not be Discover card accounts or accounts originated by Discover Bank;

• may have different terms than the terms governing the accounts initially included in the master trust, including the possibility of lower periodic finance charges or fees;

• may have lower transaction volume or, for accounts that are not Discover card accounts, have lower rates of interchange fees associated with them, in each case leading to lower levels of related interchange;

• may be composed entirely of newly originated accounts;

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• may contain a higher percentage of newly originated accounts than the accounts currently included in the master trust; and

• may contain accounts originated using criteria different from those applied to the accounts currently included in the master trust.

Accordingly, we cannot assure you that any additional accounts or accounts underlying the added interests in pools of credit card receivables will be of the same credit quality as the accounts currently included in the master trust or that inclusion of these accounts or the interests in pools of credit card receivables will not reduce the percentage of Finance Charge Collections relative to Principal Collections. Discover Funding LLC intends to reflect any additions to the master trust that it considers to be material to noteholders in its monthly report with respect to the collateral certificate to be filed by the note issuance trust with the SEC on Form 10-D. See “—The Master Trust Accounts” below.

Master Trust Removal of Accounts

Discover Funding LLC may, but is not obligated to, designate accounts for removal from the master trust. Any removal will be effective for charged-off accounts, on any day Discover Funding LLC designates, and for all other accounts, on the last day of the calendar month during which Discover Funding LLC designated the accounts to be removed.

For Discover Funding LLC to remove accounts, it must deliver an officer’s certificate confirming that:

• the aggregate amount of Principal Receivables in the master trust minus the aggregate amount of Principal Receivables in the removed accounts is not less than the Minimum Principal Receivables Balance;

• Discover Funding LLC reasonably believes that removing the accounts will not cause an amortization event to occur for any outstanding series of master trust certificates;

• Discover Funding LLC reasonably believes that removing the accounts will not prevent the master trust from making any scheduled principal payment or deposit for any series in full;

• Discover Funding LLC did not select the accounts to be removed using procedures that it believed to be materially adverse to the investors;

• any rating agency consent or confirmation requirement that applies is satisfied; and

• the accounts to be removed will meet one of the following criteria:

• each of the accounts is a charged-off account;

• the accounts to be removed were randomly selected; or

• the accounts were originated or maintained in connection with a so-called “affinity” or “private-label” arrangement that has expired or been terminated by a third party.

Any removal will remove all receivables in the removed accounts from the master trust and all rights to the allocable portion of interchange calculated by reference to net merchant sales on such accounts on and after the date of removal.

Discover Funding LLC intends to reflect any removal of accounts from the master trust that it considers to be material in its monthly report with respect to the collateral certificate to be filed by the note issuance trust with the SEC on Form 10-D.

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The Master Trust Accounts

In this prospectus, we present information about the pool of receivables that Discover Bank has conveyed, directly or indirectly through Discover Funding LLC, to the master trust and the accounts in which they arise. When we refer to the Discover card in this section entitled “—The Master Trust Accounts,” we are referring to the Discover it card and other general purpose cards and card products issued by Discover Bank. DCENT may also acquire other collateral certificates that represent interests in pools of receivables that may not arise under accounts in the Discover card portfolio.

Discover Bank began distributing the Discover card nationally in March 1986. As of [●], there were approximately [●] Discover card accounts with approximately [●] active accounts. The total receivables balance in the Discover card portfolio as of [●], [●], [●], [●] and [●] was $[●], $[●], $[●], $[●] and $[●], respectively.

Prior to the Substitution Date, Discover Bank selected [certain of] the accounts designated for transfer in a random manner intended to produce a representative sample of all Discover card accounts not segregated from the Discover card portfolio at the time of selection. The accounts were randomly selected on [28] different dates at and after the formation of the master trust in October 1993 from the pool of unsecuritized accounts then available in the Discover card portfolio. Prior to the Substitution Date, Discover Bank has also randomly selected accounts for removal from the list of accounts designated to the master trust and has also from time to time removed accounts with defaulted receivables from that list. [On [●], Discover Funding LLC [designated additional accounts, the receivables in which were transferred to the master trust][randomly removed accounts (and the related receivables therein) from the list of accounts designated to the master trust]. Accordingly, information related to prior periods does not fully reflect the current composition of the trust pool.] See “The Discover Card Business — The Accounts” for more information. [After giving effect to the [assignment of additional accounts][reassignment of receivables] dated [●],] [The][the] receivables in the accounts designated for the master trust totaled $[●] and the total number of those accounts was [●] as of [●]. Also, as of [●], [and after giving effect to the [assignment of additional accounts][reassignment of receivables] dated [●],] the average account balance was $[●] (using [●] active accounts designated for the master trust for which cardmembers had a balance, a monetary transaction, or authorization within the past month) and the average credit limit was $[●].

Current Composition and Distribution of the Master Trust Accounts

We have set forth information below about the accounts that are designated for the master trust. [To the extent applicable, account information dated as of [●], 20[●], gives effect to those accounts that were [designated for the master trust pursuant to the assignment of additional accounts][removed from designation for the master trust pursuant to the reassignment of receivables] dated [●], 20[●].] The performance information included in this section is generally consistent with the monthly performance information that will be provided in the monthly certificateholders’ statement for the collateral certificate.

Geographic Distribution. As of [●], the following [●] states had the largest receivables balances and comprised over [●]% of the receivables:

State	Percentage of Total Receivables
[●]		[●]	%
[●]		[●]	%
[●]		[●]	%
[●]		[●]	%
[●]		[●]	%
[●]		[●]	%
[●]		[●]	%
[●]		[●]	%
[●]		[●]	%
Other States		[●]	%
Total		100.0	%

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Since the largest amounts of outstanding receivables were with cardmembers whose billing addresses were in [●], [●], [●], [●], [●], [●], [●], [●] and [●], adverse changes in the business or economic conditions in these states could have an adverse effect on the performance of the receivables. [In addition, economic and other factors specific to the State of [●], such as [●], may materially impact the performance of the receivables.]

Credit Limit Information. As of [●], the accounts had the following credit limits:

Credit Limit	Receivables Outstanding ($000’s)		Percentage of Total Receivables			Number of Accounts		Percentage of Total Accounts
Less than or equal to $5,000.00	$	[●]		[●]	%		[●]		[●]	%
$5,000.01 to $10,000.00	$	[●]		[●]	%		[●]		[●]	%
$10,000.01 to $15,000.00	$	[●]		[●]	%		[●]		[●]	%
Over $15,000.00	$	[●]		[●]	%		[●]		[●]	%
Total	$	[●]		100.0	%		[●]		100.0	%

Account Balance Information. As of [●] the accounts had the following balances:

Account Balance	Receivables Outstanding ($000’s)		Percentage of Total Receivables			Number of Accounts		Percentage of Total Accounts
Credit Balance	$	[●]		[●]	%		[●]		[●]	%
No Balance	$	[●]		[●]	%		[●]		[●]	%
$0.01 to $5,000.00	$	[●]		[●]	%		[●]		[●]	%
$5,000.01 to $10,000.00	$	[●]		[●]	%		[●]		[●]	%
$10,000.01 to $15,000.00	$	[●]		[●]	%		[●]		[●]	%
Over $15,000.00	$	[●]		[●]	%		[●]		[●]	%
Total	$	[●]		100.0	%		[●]		100.0	%

Seasoning. As of [●], [[approximately] [●]%][all] of the accounts were 60 months old or greater. The ages of the accounts as of [●] were distributed as follows:

Age of Accounts	Percentage of Total Accounts			Percentage of Total Receivables
Less Than 12 Months		[●]	%		[●]	%
12 to 23 Months		[●]	%		[●]	%
24 to 35 Months		[●]	%		[●]	%
36 to 47 Months		[●]	%		[●]	%
48 to 59 Months		[●]	%		[●]	%
60 Months or Greater		[●]	%		[●]	%
Total		100.0	%		100.0	%

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Delinquency Information. The accounts designated for the master trust have had the following delinquency statuses:

	As of [●]					As of December 31, 20[●]					As of December 31, 20[●]
Delinquency Status	Receivables Outstanding ($000’s)		Percentage of Total Receivables			Receivables Outstanding ($000’s)		Percentage of Total Receivables			Receivables Outstanding ($000’s)		Percentage of Total Receivables
Total Receivables	$	[●]		100.00	%	$	[●]		100.00	%	$	[●]		100.00	%
Receivables Delinquent:
30 to 59 Days	$	[●]		[●]	%	$	[●]		[●]	%	$	[●]		[●]	%
60 to 89 Days	$	[●]		[●]	%	$	[●]		[●]	%	$	[●]		[●]	%
90 to 119 Days	$	[●]		[●]	%	$	[●]		[●]	%	$	[●]		[●]	%
120 to 149 Days	$	[●]		[●]	%	$	[●]		[●]	%	$	[●]		[●]	%
150 to 179 Days	$	[●]		[●]	%	$	[●]		[●]	%	$	[●]		[●]	%
180 Days and Greater	$	[●]		[●]	%	$	[●]		[●]	%	$	[●]		[●]	%
Total Delinquent	$	[●]		[●]	%	$	[●]		[●]	%	$	[●]		[●]	%

	As of December 31, 20[●]					As of December 31, 20[●]
Delinquency Status	Receivables Outstanding ($000’s)		Percentage of Total Receivables			Receivables Outstanding ($000’s)		Percentage of Total Receivables
Total Receivables	$	[●]		100.00	%	$	[●]		100.00	%
Receivables Delinquent:
30 to 59 Days	$	[●]		[●]	%	$	[●]		[●]	%
60 to 89 Days	$	[●]		[●]	%	$	[●]		[●]	%
90 to 119 Days	$	[●]		[●]	%	$	[●]		[●]	%
120 to 149 Days	$	[●]		[●]	%	$	[●]		[●]	%
150 to 179 Days	$	[●]		[●]	%	$	[●]		[●]	%
180 Days and Greater	$	[●]		[●]	%	$	[●]		[●]	%
Total Delinquent	$	[●]		[●]	%	$	[●]		[●]	%

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	As of [●]					As of December 31, 20[●]					As of December 31, 20[●]
Delinquency Status	Number of Accounts		Percentage of Total Accounts			Number of Accounts		Percentage of Total Accounts			Number of Accounts		Percentage of Total Accounts
Total Accounts	$	[●]		100.00	%	$	[●]		100.00	%	$	[●]		100.00	%
Accounts Delinquent:
30 to 59 Days	$	[●]		[●]	%	$	[●]		[●]	%	$	[●]		[●]	%
60 to 89 Days	$	[●]		[●]	%	$	[●]		[●]	%	$	[●]		[●]	%
90 to 119 Days	$	[●]		[●]	%	$	[●]		[●]	%	$	[●]		[●]	%
120 to 149 Days	$	[●]		[●]	%	$	[●]		[●]	%	$	[●]		[●]	%
150 to 179 Days	$	[●]		[●]	%	$	[●]		[●]	%	$	[●]		[●]	%
180 Days and Greater	$	[●]		[●]	%	$	[●]		[●]	%	$	[●]		[●]	%
Total Delinquent	$	[●]		[●]	%	$	[●]		[●]	%	$	[●]		[●]	%

	As of December 31, 20[●]					As of December 31, 20[●]
Delinquency Status	Number of Accounts		Percentage of Total Accounts			Number of Accounts		Percentage of Total Accounts
Total Accounts	$	[●]		100.00	%	$	[●]		100.00	%
Accounts Delinquent:
30 to 59 Days	$	[●]		[●]	%	$	[●]		[●]	%
60 to 89 Days	$	[●]		[●]	%	$	[●]		[●]	%
90 to 119 Days	$	[●]		[●]	%	$	[●]		[●]	%
120 to 149 Days	$	[●]		[●]	%	$	[●]		[●]	%
150 to 179 Days	$	[●]		[●]	%	$	[●]		[●]	%
180 Days and Greater	$	[●]		[●]	%	$	[●]		[●]	%
Total Delinquent	$	[●]		[●]	%	$	[●]		[●]	%
Total Delinquent

We discuss the economic factors that affect the performance of the accounts, including delinquencies, in “Risk Factors — Deteriorations in Master Trust Performance or Receivables Balance; Possible Early Redemption Event.”

[Discover Bank may enter into arrangements with customers to re-age a customer’s account in accordance with regulatory guidance. An account is re-aged when it is returned to current status without collecting the total amount of principal, interest and fees that is contractually past due. Accordingly, the practice of re-aging an account may affect delinquencies and charge-offs. As of [●], [●] accounts which represent approximately [●]% of the accounts designated for the master trust were re-aged in the current month. As of the [●] months ended [●], the average monthly accounts designated for the master trust that were re-aged was approximately [●]%.]

Distribution of the Accounts by FICO^® Score

FICO^® Credit Score Information. A FICO^® score is a measurement derived from a proprietary credit scoring method owned by Fair Isaac Corporation to determine the likelihood that credit users will pay their bills. Although Fair Isaac Corporation discloses only limited information about the variables it uses to assess credit risk, those variables likely include, but are not limited to, debt level, credit history, payment patterns (including delinquency experience), and level of utilization of available credit. FICO^® scores for any one individual may be determined by up to three independent credit bureaus. In determining whether to grant credit to a potential account holder, Discover Bank uses a FICO^® score as reported by one particular credit bureau. Therefore, certain FICO^® scores for an individual account holder based upon information collected by other credit bureaus could be different from the FICO^® score used by Discover Bank. FICO^® scores of an individual may change over time, depending on the conduct of the individual, including the individual’s usage of his or her available credit, and changes in credit score technology used by Fair Isaac Corporation.

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FICO^® scores are based on independent, third-party information, the accuracy of which we cannot verify. Discover Bank does not use standardized credit scores, such as a FICO^® score, alone to determine the credit limit or other terms that are approved or applied on an account. Rather, a FICO^® score is one of many factors used by Discover Bank to assess an individual’s credit and default risk prior to initially approving an account or changing the terms of an account. See “The Discover Card Business — Credit-Granting Procedures.” To the extent available, FICO^® scores are generally obtained at origination of the account and monthly or quarterly thereafter. Because the composition of the accounts designated for the master trust may change over time, this table is not necessarily indicative of FICO^® scores at origination of the accounts or the composition of the accounts in the master trust at any specific time thereafter.

The following table reflects receivables as of [●], and the composition of accounts by FICO score as refreshed during [●]:

FICO Credit Score Range(1)	Receivables Outstanding ($000’s)		Percentage of Total Receivables
No Score	$	[●]		[●]	%
Less than 600	$	[●]		[●]	%
600 to 659	$	[●]		[●]	%
660 to 719	$	[●]		[●]	%
720 and above	$	[●]		[●]	%
Total	$	[●]		100.0	%

(1) FICO^® is federally registered service mark of Fair Isaac Corporation.

Summary Historical Performance of the Accounts

The information below about the performance of the accounts for historical periods reflects only the performance of accounts that were designated for the master trust during or prior to the specified time period [, including the accounts added pursuant to the assignment[s] of additional accounts dated [●]]. [Additional accounts were last designated for the master trust as of October 1, 2008.] The presentation of the information below reflects the treatment of collections and charged-off receivables under the Pooling and Servicing Agreement. The performance information included in this section is generally consistent with the type of performance information that will be provided in the monthly certificateholder’s statement for the collateral certificate.

Summary Yield Information. The annualized monthly yield for the accounts is calculated by dividing the monthly finance charges by beginning monthly Principal Receivables multiplied by twelve. Monthly finance charges include periodic finance charges, cash advance item charges, late fees, overlimit fees and other fees, all net of write-offs. Recoveries received with respect to receivables in the master trust that have been charged off as uncollectible, including the proceeds of charged-off receivables that [Discover Bank] has removed from the master trust, are included in the master trust and are treated as Finance Charge Collections. Discover Bank allocates interchange to the master trust, which is treated similarly to finance charges. The aggregate yield is the average of the monthly annualized yields for each period shown. The aggregate yield for the accounts is summarized as follows:

Aggregate Yields

[●] Months Ended [●]

Calendar Year Ended December 31,

20[●]

20[●]

20[●]

20[●]

Finance Charge and Fees (Excluding Recoveries and Interchange) ($000)

$

[●]

$

[●]

$[●]

$

[●]

$

[●]

Yield Excluding Recoveries and Interchange

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

Yield Excluding Recoveries and Including Interchange

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

Gross Yield Including Recoveries and Interchange

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

101

For purposes of the Pooling and Servicing Agreement, all recoveries of principal as well as recoveries of finance charges and fees are treated as Finance Charge Collections, and are reflected in percentages set forth in the row entitled “Gross Yield Including Recoveries and Interchange.” The Series 2007-CC collateral certificate is eligible to receive allocations and reallocations of interchange received by the master trust in accordance with the terms of the series supplement. A portion of such interchange will be available to the Class [●]([●]-[●]) notes in accordance with the indenture and the indenture supplement for the DiscoverSeries.

Summary Charge-off Information. The annualized monthly charge-off rates for the accounts are calculated by dividing the monthly principal charge-offs by beginning monthly Principal Receivables multiplied by twelve. The aggregate charge-off percentages expressed below are the average of the annualized monthly charge-off rates for each period shown. The accounts have had the following aggregate charge-off amounts and aggregate charge-off percentages:

[●] Months Ended [●]

Calendar Year Ended December 31,

20[●]

20[●]

20[●]

20[●]

Gross Principal Charge-offs ($000)

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

Net Principal Charge-offs ($000)

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

Gross Principal Charge-off Rate

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

Net Principal Charge-off Rate

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

We discuss the economic factors that affect the performance of the accounts, including charge-offs, in “Risk Factors — Deteriorations in Master Trust Performance or Receivables Balance; Possible Early Redemption Event.”

Summary Payment Rate Information. The monthly payment rate for the accounts is calculated by dividing monthly collections by the receivables in the accounts as of the beginning of the month. The average monthly payment rate for each period shown is calculated by dividing the sum of individual monthly payment rates by the number of months in the period. The accounts have had the following historical monthly payment rates:

[●] Months Ended [●]

Calendar Year Ended December 31,

20[●]

20[●]

20[●]

20[●]

Lowest Monthly Payment Rate

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

Highest Monthly Payment Rate

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

Average Monthly Payment Rate

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

Minimum Monthly Payment and Full Balance Payment Rates. Discover Bank calculates the monthly rate of cardmembers that made only the contractual monthly minimum payment due as a percentage of the total accounts as of the beginning of the month. Discover Bank calculates the monthly rate of cardmembers that paid their full balance due as a percentage of the total accounts as of the beginning of the month. The rates below are the average of monthly rates for the period shown.

	[●] Months Ended [●]
Minimum Monthly Payment Rate		[●]	%
Full Balance Payment Rate		[●]	%

Balance Reductions. The accounts designated for the master trust may have balance reductions granted for a number of reasons, including merchandise refunds, returns, and fraudulent charges. As of the [●] months ended [●], the average monthly balance reduction rate for the accounts designated for the master trust attributable to such returns and fraud was [●]%.

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Static Pool Information

[Although static pool information (master trust delinquency rates, charge-off rates, payment rates and yield) regarding the historical performance of the receivables for the accounts based on the date of their origination has previously been set forth in the master trust’s and the note issuance trust’s Current Reports on Form 8-K and incorporated by reference into past prospectus supplements or prospectuses, as applicable, such information is no longer being provided in such filings or incorporated by reference herein because [[approximately] [●]%][all] of the accounts are now 60 or more months past the date on which they were originated. The origination date for each account is the date on which the account is opened. Additional accounts were last designated for the master trust as of October 1, 2008; therefore, no accounts originated in years 2009 through [●] are currently included in the master trust. If additional accounts are designated for the master trust that include accounts of more recent vintages, static pool data will once again be provided by vintage at that time.]

[Static pool information (master trust delinquency rates, charge-off rates, payment rates and yield) regarding the historical performance of the receivables for the accounts based on the date of their origination is set forth in Annex III to this prospectus, which forms an integral part of this prospectus.]

Adjustments to Master Trust Receivables

The aggregate amount of receivables in the master trust will increase or decrease, as applicable, to the extent the applicable servicer adjusts any receivable without payment by or on behalf of a customer. Each servicer may adjust any receivable that was created as a result of a fraudulent or counterfeit charge or any receivable that was created in respect of merchandise returned by the customer, and may otherwise adjust, increase, reduce, modify or cancel a receivable in accordance with its credit guidelines.

If excluding the amount of an adjustment from the calculation of the Transferor Interest would cause the Transferor Interest to be an amount less than zero, Discover Funding LLC is obligated to deposit into the master trust collections account an amount equal to the amount by which the adjustment exceeds the Transferor Interest. Discover Funding LLC must make this deposit, in immediately available funds, no later than the business day following the last day of the calendar month during which the adjustment is made.

In addition, under certain limited circumstances, a credit card account that is not designated for the master trust may be combined with an account designated for the master trust. That combination may increase or decrease the amount of receivables in the master trust, depending on whether the existing master trust account is the account surviving the combination. Discover Funding LLC has no reason to believe these account combinations will have a material effect on the aggregate amount of receivables in the master trust.

Final Payment of Principal; Termination of Series 2007-CC

The final payment of principal and interest on the collateral certificate will be made no later than the day before the anniversary of the issuance of the collateral certificate in 2028, which is the series termination date for Series 2007-CC. However, at any time prior to the series termination date for Series 2007-CC the investor interest in receivables represented by the collateral certificate may be reduced to zero and subsequently increased.

The final payment of principal and interest on the collateral certificate will be made only upon presentation and surrender of the collateral certificate at the office or agency specified in the notice from the trustee for the master trust to the note issuance trust regarding the final distribution. The trustee for the master trust will provide that notice to the note issuance trust not later than the tenth day of the month of the final distribution.

If, as of the distribution date in the month before the series termination date for Series 2007-CC, after giving effect to all transfers, withdrawals and deposits to occur on that distribution date, the investor interest in receivables for such series would be greater than zero, then the trustee for the master trust will sell receivables or

103

interests in receivables in an amount sufficient to yield proceeds equal to the investor interest in receivables represented by the collateral certificate plus any accrued but unpaid interest. However, the amount of receivables to be sold will not exceed:

• the aggregate amount of receivables in the master trust; multiplied by

• the investor interest in receivables represented by the collateral certificate; divided by

• the aggregate investor interest in receivables for all outstanding series of certificates issued by the master trust;

in each case as of the distribution date in the month preceding the series termination date for Series 2007-CC.

The receivables selected to be sold will not differ materially from the receivables remaining in the master trust as of that distribution date and will be randomly selected. The trustee for the master trust will deposit the proceeds from this sale into the applicable master trust account and pay them to the note issuance trust on the distribution date immediately following the deposit. That payment will be the final distribution for the collateral certificate. If the proceeds of the sale are not sufficient to pay the outstanding principal and interest on the notes, including the Class [    ]([    ]-[    ]) notes, such notes will suffer a loss.

Master Trust Amortization Events

The following events are specified as amortization events under the Pooling and Servicing Agreement for the master trust and the collateral certificate, and accordingly will be early redemption events for the notes, including the Class [    ]([    ]-[    ]) notes:

(a) Discover Funding LLC fails to make any payment or deposit on the date required under the Pooling and Servicing Agreement or related series supplement, or within five business days after that date;

(b) Discover Funding LLC fails to perform in any material respect any other material covenant of that Depositor under the Pooling and Servicing Agreement or related series supplement, and does not remedy that failure for 60 days after:

• written notice to Discover Funding LLC by the trustee for the master trust; or

• written notice to Discover Funding LLC and the trustee for the master trust by the holders of certificates that represent at least 25% of the class invested amount of any class materially adversely affected by Discover Funding LLC’s failure (which in the case of the collateral certificate will be given by the note issuance trust at the request of holders of 25% of the Outstanding Dollar Principal Amount of the notes issued under the indenture);

(c) any representation or warranty made by Discover Funding LLC under the Pooling and Servicing Agreement or related series supplement, or any information required to be given to the trustee for the master trust to identify the master trust accounts, proves to have been materially inaccurate when made and remains inaccurate for 60 days after written notice of its inaccuracy to Discover Funding LLC by the trustee for the master trust or to Discover Funding LLC and the trustee for the master trust by the holders of certificates that represent at least 25% of the class invested amount of any class materially adversely affected by Discover Funding LLC failure (which in the case of the collateral certificate will be given by the note issuance trust at the request of holders of 25% of the Outstanding Dollar Principal Amount of the notes issued under the indenture);

(d) certain events of bankruptcy, insolvency or receivership relating to Discover Funding LLC, Discover Bank or any other originator;

104

(e) Discover Funding LLC becomes unable to transfer receivables to the master trust in accordance with the Pooling and Servicing Agreement and that inability continues for five business days;

(f) the master trust becomes an “investment company” within the meaning of the Investment Company Act;

(g) any Master Servicer Termination Event or any Servicer Termination Event occurs; or

(h) the amount of Principal Receivables in the master trust at the end of any month or on any distribution date is less than the Minimum Principal Receivables Balance, and Discover Funding LLC fails to assign receivables in additional accounts or interests in other credit card receivables pools to the master trust in at least the amount of the deficiency within ten days.

Other series of master trust certificates may have additional amortization events that relate only to such series and will not apply to Series 2007-CC.

In the case of any event described in subparagraph (a), (b), (c) or (g), after any applicable grace period, either the trustee for the master trust or the certificateholders of any class materially adversely affected thereby evidencing not less than 51% of the aggregate investor interest in receivables for outstanding series of certificates issued by the master trust, including the collateral certificate, by notice given in writing to Discover Funding LLC and the master servicer may declare that an amortization event has occurred. Any event described in clauses (d), (e), (f) or (h) will immediately be an amortization event without any notice or other action from the trustee for the master trust or the noteholders. The amortization period will commence on the date on which an amortization event is deemed to have occurred. [We note, however, that legislation and positions taken by the FDIC indicate that an amortization event may be subject to an automatic stay in a conservatorship or receivership of Discover Bank and that an amortization event of the type described in clause (d) above may be voided or voidable under the Federal Deposit Insurance Act.]

If an amortization event for the master trust occurs, an early redemption event for the notes, including the Class [    ]([    ]-[    ]) notes, issued by the note issuance trust will also occur. See “The Notes — Redemption and Early Redemption of Notes — Early Redemption Events.”

Repurchase of Master Trust Portfolio

A Trust Portfolio Repurchase Event for the master trust will occur upon discovery that as of the Substitution Date or, for any additional accounts added to the master trust after such date, as of the date on which the Depositor assigned such receivables to the master trust:

• the Pooling and Servicing Agreement or appropriate assignment of additional accounts delivered after such date, as the case may be, does not constitute a valid and binding obligation of the Depositor enforceable against the Depositor, subject to usual and customary exceptions relating to bankruptcy, insolvency and general equity principles;

• the Pooling and Servicing Agreement or appropriate assignment of additional accounts delivered after such date, as the case may be, does not constitute:

• a valid transfer and assignment to the master trust of all right, title and interest of the Depositor in and to the transferred or assigned receivables, whether then existing or thereafter created, and the proceeds of those receivables;

• a sale of the receivables and related property and further, does not constitute the grant of a perfected security interest of first priority under the UCC as in effect in the state in which the Depositor is located — which for purposes of the UCC will generally be the state in which it was incorporated or otherwise formed — in those receivables and the proceeds of those receivables that is effective as to each receivable assigned to the master trust at the time it was or is created; or

• a first priority perfected security interest in such property in the master trust except for statutory or other non-consensual liens;

105

• the Depositor or a person claiming through or under the Depositor has any claim to or interest in any investor account, other than the interests of the investors or the interest of the Depositor as a debtor for purposes of the UCC as in effect in the state in which the Depositor is located;

• certain representations and warranties of the Depositor regarding:

• its corporate status and authority to assign receivables to the master trust and perform its obligations under the Pooling and Servicing Agreement and any related series supplement; and

• the accuracy of information furnished by the Depositor to the trustee for the master trust, are not true and the Depositor does not cure the breach within 60 days of the earlier of (a) actual knowledge of such breach by the Depositor and (b) receipt by the Depositor and the master servicer of written notice of such breach by either the trustee for the master trust or holders of certificates that represent at least 51% of the aggregate investor interest in receivables for all outstanding series of certificates issued by the master trust, including the collateral certificate;

Prior to the Substitution Date, Discover Bank made similar representations and warranties with respect to the 2010 Pooling and Servicing Agreement, which would also result in a Trust Portfolio Event.

If a Trust Portfolio Repurchase Event for the master trust occurs, either the trustee for the master trust or investors holding certificates that represent at least 51% of the aggregate investor interest in receivables for all outstanding series of certificates issued by the master trust, including the collateral certificate, may direct Discover Bank (with respect to receivables transferred prior to the Substitution Date) or Discover Funding LLC (with respect to receivables transferred after the Substitution Date) to purchase receivables transferred to the master trust on or before the distribution date for each series then outstanding within 60 days of that notice. See “The Indenture — Voting” regarding voting rights with respect to Series 2007-CC. However, if an assignment of additional accounts to the master trust results in a Trust Portfolio Repurchase Event for the master trust, Discover Funding LLC or Discover Bank, as applicable, will repurchase only the receivables in those additional accounts that were assigned to the master trust pursuant to such assignment. Discover Funding LLC or Discover Bank, as applicable, will not be required to make such a purchase, however, if, on any day during the applicable period, the Trust Portfolio Repurchase Event for the master trust does not adversely affect in any material respect the interests of the investors as a whole. The determination of materiality referred to above will be made by an officer of the master servicer in his or her sole reasonable judgment.

If Discover Funding LLC is obligated to accept reassignment of receivables from the master trust, Discover Bank will be obligated to accept reassignment of those receivables from Discover Funding LLC.

The purchase price for each series then outstanding will equal the investor interest in receivables in the master trust plus all accrued but unpaid interest for the series. However, if an assignment of additional accounts to the master trust results in a Trust Portfolio Repurchase Event for the master trust, only the receivables in those additional accounts that were assigned to the master trust pursuant to such assignment will be repurchased at a price for each series equal to:

• the principal allocation percentage for the next following distribution date for the series; multiplied by

• the amount of receivables attributable to the additional accounts assigned to the master trust,

and the trustee for the master trust will apply the purchase price as collections of those receivables in accordance with each applicable series supplement. The trustee for the master trust will deposit the purchase price in the group collections account relating to that series.

106

Repurchase of Specified Master Trust Receivables

A master trust receivable repurchase event will occur if Discover Bank (with respect to receivables transferred prior to the Substitution Date) or Discover Funding LLC (with respect to receivables transferred on and after the Substitution Date), as applicable, has actual knowledge or receives written notice that any receivable that is transferred to the master trust is not, as of the time of transfer, an Eligible Receivable, and

• this has a material adverse effect on the investors’ interest in the master trust receivables as a whole; and

• it is not cured within 60 days of the earlier of:

• actual knowledge of the breach by Discover Funding LLC or Discover Bank, as applicable; or

• receipt by Discover Funding LLC or Discover Bank, as applicable, of written notice of the breach.

Among the requirements for an Eligible Receivable are that they have been originated in compliance with law and constitute “accounts” under Article 9 of the UCC, and that the master trust has good title to such receivables. Any beneficial owner may request that the indenture trustee provide Discover Funding LLC or Discover Bank, as applicable, with the notice of ineligibility described above. Prior to making any notifications, the indenture trustee may require that the beneficial owner making a request provide the indenture trustee with (i) a written certification that it is a beneficial owner and (ii) a trade confirmation, account statement, a letter from a broker or dealer or other similar document showing that it is a beneficial owner.

Notwithstanding the foregoing, if:

• the amount of Principal Receivables in the master trust at the end of the calendar month in which Discover Bank or Discover Funding LLC, as applicable, obtained either (x) actual knowledge of the transfer of a receivable to the master trust that was not an Eligible Receivable or (y) written notice of such a transfer would be less than the Minimum Principal Receivables Balance if such receivables were excluded from the amount of Principal Receivables used in such determination; and

• Discover Bank’s short term debt rating from Standard & Poor’s is less than A-1;

then a master trust receivables repurchase event will automatically occur with respect to each such receivable that was not an Eligible Receivable upon transfer and the receivables in each account to which such event relates shall be removed from the master trust as described below. The determination of materiality referred to above will be made by an officer of the master servicer in his or her sole reasonable judgment.

Discover Funding LLC or Discover Bank, as applicable, will remove the receivables in those accounts to which any master trust receivable repurchase event relates from the master trust and will direct the master servicer to deduct the amount of those receivables that are Principal Receivables from the aggregate amount of Principal Receivables in the master trust. If excluding those receivables from the calculation of the Transferor Interest would cause the Transferor Interest to be an amount less than zero, then on the following master trust distribution date, Discover Funding LLC will deposit into the master trust collections account in immediately available funds an amount equal to the amount by which the Transferor Interest would be reduced below zero. The deposit will be considered a repayment in full of such receivables, and will be treated as collections of receivables of the master trust in the preceding calendar month. Discover Bank is required to accept reassignment of any receivables repurchased by Discover Funding LLC.

Repurchase of a Master Trust Series

A Series Repurchase Event for any series of master trust certificates, including Series 2007-CC, will occur upon discovery that, as of the date the master trust issues the series, the applicable series supplement does not constitute a legal, valid and binding obligation of Discover Bank (with respect to series of master trust certificates

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issued prior to the Substitution Date, including Series 2007-CC), or the Depositor (with respect to series of master trust certificates issued after the Substitution Date) enforceable against Discover Bank or the Depositor, as applicable, in accordance with its terms, subject to usual and customary exceptions relating to bankruptcy, insolvency and general equity principles.

If a Series Repurchase Event for a series occurs, either the trustee for the master trust or investors holding master trust certificates of that series that represent at least 51% of the investor interest of that series, may direct Discover Bank or Discover Funding LLC, as applicable, to purchase the master trust certificates of that series within 60 days after it receives that direction. See “The Indenture — Voting” regarding voting rights with respect to Series 2007-CC. Discover Bank or Discover Funding LLC, as applicable, will not be required to make the purchase, however, if, on any day during the 60-day period, the Series Repurchase Event does not adversely affect in any material respect the interests of the investors in the series as a whole.

On the distribution date set for the purchase, Discover Bank or Discover Funding LLC, as applicable, will deposit into the applicable investor account for that series an amount equal to the sum of the investor interest in receivables for that series and all accrued but unpaid interest. The amount on deposit in the applicable investor account will be paid to the investors in the series when they present and surrender their master trust certificates.

Dispute Resolution Procedures

Discover Bank and Discover Funding LLC are required to repurchase receivables from the master trust in the circumstances as described under “The Master Trust — Repurchase of Specified Master Trust Receivables” in this prospectus. If the trustee for the master trust or any verified beneficial owner (acting through the indenture trustee as described under “The Master Trust—Repurchase of Specified Master Trust Receivables”) (each, a “requesting party”) requests a repurchase of any receivable and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the requesting party within 180 days of the receipt of notice of the request by Discover Bank or Discover Funding LLC, as applicable, the requesting party may refer the matter, at its discretion, to either mediation or arbitration.

If the requesting party selects mediation, the mediation will be administered by a nationally recognized arbitration and mediation association. The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. The mediator will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”).

If the requesting party selects arbitration, the arbitration will be administered by a nationally recognized arbitration and mediation association. The arbitrator will be appointed from a list of neutrals maintained by the AAA. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion.

Any mediation and arbitration described above will be held in New York, New York (or, such other location as the parties mutually agree upon) and will be subject to certain confidentiality restrictions and additional terms set forth in the Pooling and Servicing Agreement. A requesting party may not initiate a mediation or arbitration as described above with respect to a receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that requesting party or another requesting party) but will have the right, subject to certain conditions set forth in the Pooling and Servicing Agreement, to join an existing mediation or arbitration with respect to that receivable if the mediation or arbitration has not yet concluded.

Sale of Transferor Interest

The Transferor Certificate was originally issued to Discover Bank. On the Substitution Date, Discover Bank transferred all of its rights and obligations as seller to the master trust to Discover Funding LLC and the Transferor Certificate was reissued to Discover Funding LLC. Under the Pooling and Servicing Agreement, Discover Funding LLC may not transfer, assign, sell or otherwise convey, pledge or hypothecate or otherwise grant a security interest in any portion of the Transferor Interest represented by the Transferor Certificate other than to an affiliate of Discover Bank that is included in the same “affiliated group” as Discover Bank for United States federal income tax purposes.

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The Trustee for the Master Trust

U.S. Bank, which acts as indenture trustee for the note issuance trust, also acts as trustee for the master trust and as registrar and paying agent under the Pooling and Servicing Agreement and the series supplement for Series 2007-CC and the other series of master trust certificates, if any. U.S. Bancorp, with total assets exceeding $[●] billion as of [●], is the parent company of U.S. Bank, the fifth largest commercial bank in the United States. As of [●], U.S. Bancorp served approximately [●] million customers and operated over [●] branch offices in [●] states. A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, and institutions. U.S. Bank has one of the largest corporate trust businesses in the country with office locations in [50] domestic and [3] international cities. The Pooling and Servicing Agreement and the indenture will be administered from U.S. Bank’s corporate trust office located at 190 South LaSalle Street, Chicago, Illinois 60603.U.S. Bank has provided corporate trust services since 1924. As of [●], U.S. Bank was acting as trustee with respect to over [●] issuances of securities with an aggregate outstanding principal balance of over $[●]. This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations. As of [●], U.S. Bank (and its affiliate U.S. Bank Trust National Association) was acting as indenture trustee, registrar and paying agent on [                    ] issuances of credit card receivables-backed securities with an outstanding aggregate principal balance of approximately $[●]. See “Litigation and Regulatory Matters — U.S. Bank” in this prospectus for information on arbitration and litigation involving U.S. Bank.

As trustee, paying agent, and registrar with respect to the master trust, U.S. Bank will make each certificateholders’ monthly statement available to the certificateholders and noteholders via the master trust trustee’s internet website at [http://www.usbank.com/abs.] Noteholders with questions may direct them to the indenture trustee’s bondholder services group at [(800) 934-6802].

The Relationship of the Trustee for the Master Trust with Discover Funding LLC, Discover Bank and the Master Trust

U.S. Bank has been acting as the trustee for the master trust since the master trust’s formation in October 1993. Discover Funding LLC, Discover Bank and its affiliates may enter into normal banking and trustee relationships with the trustee for the master trust from time to time. The trustee for the master trust and its affiliates may own certificates issued by the master trust in their own names. In addition, the trustee for the master trust may appoint a co-trustee or separate trustees of all or any part of the master trust to meet the legal requirements of a local jurisdiction. If the trustee for the master trust does appoint a co-trustee or separate trustee, that separate trustee or co-trustee will be jointly subject, with the trustee for the master trust, to all rights, powers, duties and obligations conferred on the trustee for the master trust by the Pooling and Servicing Agreement or any series supplement. In any jurisdiction in which the trustee for the master trust is incompetent or unqualified to perform certain acts, the separate trustee or co-trustee will be singly subject to all of these rights, powers, duties and obligations. Any separate trustee or co-trustee will exercise and perform those rights, powers, duties and obligations solely at the direction of the trustee for the master trust.

The trustee for the master trust is not responsible for independently evaluating any receivables transferred to the master trust. Within five business days of an account removal or addition, Discover Funding LLC will deliver, or will cause to be delivered, to the trustee for the master trust a computer file, hard copy or microfiche list containing a true and complete list of each account which shall be deemed removed or added, as applicable, and such accounts will be identified by account number. The trustee for the master trust will have access to such records and agreements as may be necessary for it to enforce the rights of the investors in the master trust certificates; however, such records and agreements will not be delivered to the trustee for the master trust at closing of the issuance of the collateral certificate. The trustee for the master trust will not be obligated to exercise any of the rights or powers vested in it by the Pooling and Servicing Agreement or any series supplement, including the series supplement with respect to the collateral certificate, or to institute, conduct or defend any litigation at the request, order or direction of any investors (or noteholders with respect to the DiscoverSeries notes, on behalf of the holder of the collateral certificate), unless such investors and/or noteholders have offered to the trustee for the master trust

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reasonable security or indemnity against the costs, expenses and liabilities which it may incur; provided, however, that if a Master Servicer Termination Event or any Servicer Termination Event occurs and has not been cured, the trustee for the master trust will be obligated to appoint a successor master servicer or servicer or to itself act as such successor, and to use the same degree of care and skill as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

The trustee for the master trust is not obligated to make an investigation into matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval bond or other paper or document except upon the written request of holders of at least 51% of the invested amount of any class of any series of master trust certificates and subject to indemnification by such holders as described above. DCENT, as holder of the collateral certificate, will be able to make this request on behalf of noteholders if so requested by them. The trustee for the master trust will be bound by instructions regarding the time, method, and place of conducting any proceeding for any remedy available to the trustee for the master trust upon written request of holders of at least 51% of the aggregate class invested amount of any class of any series of master trust certificates. However, if following any instruction of the holders the action would be illegal, would subject the trustee for the master trust to personal liability, or would be materially adverse to investors (or noteholders) who were not party to such direction, the trustee for the master trust will not be bound to follow such instruction.

Pursuant to the Pooling and Servicing Agreement, the trustee for the master trust also:

• calculates the monthly rate for variable rate securities, makes interest and principal payments on the master trust certificates, or deposits funds into the investor accounts, if applicable, out of available master trust collections and in accordance with the cash flows for each series;

• delivers to certificateholders of record certain notices, reports and other documents received by the trustee for the master trust, or otherwise required to be prepared or delivered by the trustee for the master trust as required under the Pooling and Servicing Agreement;

• authenticates, delivers, cancels and otherwise administers the master trust certificates, including holding global certificates on behalf of DTC, if applicable;

• establishes and maintains master trust accounts and maintains records of activity in those accounts;

• serves as the initial transfer agent, paying agent and registrar, appoints any paying agent outside the United States and, if it resigns these duties, appoints a successor transfer agent, paying agent and registrar;

• invests funds in master trust accounts at the direction of the master servicer;

• if the master trust owes principal in the month before any legal maturity date for any master trust certificates, sells receivables, proportionate to the series’ remaining interest in the master trust, to repay the principal;

• if the trustee for the master trust is directed to sell receivables in connection with an event of default and acceleration for any tranche of notes or the legal maturity date for any tranche of notes, sells receivables to pay principal and accrued and unpaid interest as described in “Sources of Funds to Pay the Notes — Sale of Receivables”; and

• performs certain other administrative functions identified in the Pooling and Servicing Agreement.

Indemnification and Limitation of Liability of the Master Trust and the Trustee for the Master Trust

Discover Funding LLC generally will indemnify the master trust and the trustee for the master trust against losses arising out of the Depositor’s activities in connection with the master trust or the trustee for the master trust. However, the Depositor will not indemnify:

• the trustee for the master trust for liabilities resulting from fraud, negligence (including negligent failure to act), breach of fiduciary duty or willful misconduct by the trustee for the master trust in performing its duties as trustee for the master trust;

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• the master trust or DCENT for liabilities arising from actions taken by the trustee for the master trust at DCENT’s request; or

• the master trust or DCENT for any taxes, or any related interest or penalties, required to be paid by the master trust or DCENT.

This indemnification will be only from the assets of the Depositor and will be subordinate to the master trust’s security interest in the receivables and interchange. This indemnification will not constitute a claim against the Depositor in an amount that exceeds the lesser of:

• the Depositor’s available assets; or

• the full amount of the claim multiplied by the percentage of the Principal Receivables in the master trust that have been transferred to the master trust by the Depositor.

Discover Bank, as master servicer and servicer, and any additional servicers, generally will indemnify the trustee for the master trust against losses arising out of the master servicer’s or such servicer’s activities in connection with the master trust or the trustee for the master trust. However, the servicers will not indemnify the trustee for the master trust for:

• liabilities resulting from fraud, negligence (including negligent failure to act), breach of fiduciary duty or willful misconduct by the trustee for the master trust in performing its duties as trustee for the master trust; or

• liabilities arising from actions taken by the trustee for the master trust at the request of certificateholders.

Resignation or Removal of Trustee for the Master Trust; Appointment of Successor Trustee

The trustee for the master trust may, upon giving notice to the Depositor and the master servicer and the appointment of a successor trustee, resign and be discharged from its duties as trustee for the master trust. Upon receiving notice of the trustee for the master trust’s resignation, the master servicer will promptly appoint a successor trustee. If no successor has been appointed after 30 days, then the trustee for the master trust may petition a court to appoint a successor trustee. If the trustee for the master trust becomes ineligible to act as trustee for the master trust, by not meeting the requirements of the Pooling and Servicing Agreement, and fails to resign per the request of the Depositor, or the trustee for the master trust becomes legally unable to act or bankrupt or insolvent, the master servicer may remove the trustee for the master trust and appoint a successor trustee. The resignation or removal of the trustee for the master trust will not become effective until the successor trustee has accepted the appointment. The costs associated with replacing a trustee for the master trust who has resigned or been removed are expected to be paid by the master servicer. The master servicer will provide written notice to Moody’s and Standard & Poor’s of any resignation or removal of the trustee for the master trust and the appointment of any successor trustee.

Upon acceptance of appointment and resignation of the predecessor trustee for the master trust, the successor trustee shall become fully vested with all the rights, powers, duties and obligations of the predecessor trustee. The successor trustee shall notify all certificateholders, including DCENT, of its appointment. The successor trustee must 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, and subject to supervision or examination by a federal or state banking authority. The successor trustee must also have a combined capital and surplus of at least $50 million and a long-term debt rating of Baa3 or higher, or a comparable rating from Moody’s and of BBB- or higher, or a comparable rating from Standard & Poor’s.

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Issuer Review of Pool Receivables

Under the Securities Act of 1933, as amended, Discover Bank, as sponsor, is required to perform a review of the pool of receivables in the master trust. The review has been designed and effected to provide reasonable assurance that the disclosure regarding the receivables in this prospectus is accurate in all material respects.

Discover Bank and its affiliates, as applicable, review (i) the underwriting process for the accounts, (ii) internal controls over financial reporting, (iii) the information regarding the historical performance and current composition of the trust assets included in this prospectus and (iv) the qualitative disclosure regarding the receivables included in this prospectus. These reviews relate to the pool as a whole rather than a representative sample.

Underwriting Process

Subject to oversight and limitations established by the Discover Bank Board of Directors and any additional limitations established by the DFS Risk Oversight Committee, the Discover Bank Credit Committee is responsible for oversight of credit risk management for Discover Bank relative to Discover Bank’s credit card lending function. In order to confirm that the assets in the master trust comply with Discover Bank’s underwriting standards and ongoing risk management thresholds, Discover Bank relies on an enterprise risk management framework consisting of three phases. The first phase includes the day to day management of credit issuance and portfolio management functions within established risk appetite limits and escalation thresholds. The second phase includes an independent corporate risk management office which ensures that Discover Bank has an effective loan review system and controls that identify, monitor and address asset quality problems in an accurate and timely manner. Internal Audit is the third phase and periodically reviews and tests compliance with the Discover Bank Credit Policy and the effectiveness of the credit risk management framework.

The primary responsibilities of the Discover Bank Credit Committee are: (i) establishing and communicating credit policy for Discover Bank; (ii) providing a regular forum for representatives of business units to identify and discuss key risk issues and to recommend to senior management actions that should be taken to manage the level of risk taken in the business units; (iii) establishing and monitoring policies and procedures for credit risk management; and (iv) reviewing, on a periodic basis, aggregate risk exposures and effectiveness of risk management measurements. The Discover Bank Credit Committee has established subcommittees and has delegated certain authority to those subcommittees, including: the Acquisition Strategy Committee (“ASC”) for oversight of credit risk management related to acquisition of new credit card accounts, and the Portfolio Strategy Committee (“PSC”) for oversight of credit risk management for the portfolio of credit card accounts. These committees oversee the day to day credit process for Discover Bank including the specific product underwriting guidelines and portfolio management strategies all of which must conform to the risk appetite limits and escalation thresholds established for Discover Bank. The ASC oversees the credit risk management including the underwriting guidelines related to the issuance of new credit card products for consumers in accordance with established risk appetite limits and escalation thresholds. The PSC oversees the credit risk management of the consumer credit card portfolio with adherence to established risk appetite limits and escalation thresholds. In addition, both the ASC and PSC are responsible for reporting to the Discover Bank Credit Committee the performance of new accounts and portfolio management strategies as well as any exceptions to Discover Bank’s credit policy.

The Discover Bank Credit Committee meets on a quarterly basis or more frequently, as required, and provides regular updates to the Discover Bank Board of Directors. The updates include the performance of the portfolio versus the various key risk indicators, the performance of the portfolio related to the credit thresholds established by the Discover Bank Board of Directors, and exceptions or violations of Discover Bank’s Credit Policy. The ASC and PSC typically meet six times per year, or more frequently as required, and provide regular updates to the Discover Bank Credit Committee. The updates include a review of the key risk indicators and credit risk thresholds, summary of new card acquisition and portfolio management strategies, and the overall performance of portfolio including new account growth, collection activity and various portfolio management measurements.

The three phase system and the oversight of the credit risk management function by the Discover Bank Credit Committee and its subcommittees, ASC and PSC, provide reasonable assurance to Discover Bank that the receivables in the master trust have been originated and maintained in a manner consistent with the Bank’s Credit Policy.

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For a description of the process by which Discover Bank assesses the creditworthiness of prospective and existing customers, see “The Discover Card Business — Credit-Granting Procedures.”

Internal Controls over Financial Reporting

Discover Financial Services’ internal audit department also performs periodic, independent evaluations and testing regarding internal control over financial reporting. Such evaluations and testing are designed to provide reasonable assurance regarding the reliability of financial reporting. The internal audit department, in conjunction with management, performs an evaluation to identify and assess the risks to reliable financial reporting. Discover Financial Services relies on this assessment of risk in determining its audit plan, including the frequency of testing, form of evidence and extent of testing required, with high-risk areas subject to more frequent and extensive testing. The testing includes a review of the financial information from which the disclosure required under Item 1111 of Regulation AB regarding the receivables in the master trust is derived. Such evaluations and reviews provide reasonable assurance that receivables are properly recorded within Discover Bank’s systems.

Information Regarding Historical Performance and Current Composition of Trust Assets

Discover Bank prepared and verified the pool composition and performance disclosures relating to the receivables in the master trust, largely included under “The Master Trust — The Master Trust Accounts” in this prospectus and required under Item 1111 of Regulation AB. The pool composition and performance data was recalculated, and such recalculation confirmed that the data conformed to Discover Bank’s records. This recalculation provides reasonable assurance as to the accuracy of the information regarding the historical performance and current composition of the trust assets included in this prospectus.

Review of Qualitative Disclosure

Discover Bank prepares the qualitative disclosure regarding the pool of receivables in the master trust included in this prospectus. Discover Bank has an ABS Disclosure Committee that is responsible for the preparation, review and approval of this disclosure. The ABS Disclosure Committee is composed of members from the legal, treasury and finance areas that are in a position to have knowledge regarding the veracity and sufficiency of the qualitative disclosures. In conjunction with each ABS offering, members of the ABS Disclosure Committee review and approve the qualitative disclosures. Where applicable, the ABS Disclosure Committee, (1) ensures review and approval by the relevant business units within Discover Bank, (2) confirms with the Discover Bank Credit Committee that it has not identified any material deficiencies in compliance with the underwriting standards that would affect prospectus disclosure and (3) confirms that the DFS internal audit department has not identified any material deficiencies in compliance with Discover Bank’s risk management policies and standards or internal control over financial reporting that would affect prospectus disclosure. The ABS Disclosure Committee reviewed and approved the disclosure included in this prospectus.

Review Provides Reasonable Assurance

Discover Bank believes that the elements of the review described above provide reasonable assurance that the disclosures regarding the pool of receivables in this prospectus are accurate in all material respects. Discover Bank’s review did not identify any assets in the master trust that deviate from the underwriting standards described in this prospectus. Discover Bank notes that any process that involves human diligence and judgments has inherent limitations, and therefore this review cannot provide absolute assurance regarding the accuracy of the disclosure. While Discover Bank and its affiliates have designed safeguards to reduce this risk, it can not be eliminated. Discover Bank and its affiliates did not rely on any third party for purposes of designing the review of the pool assets underlying this asset-backed offering. In conducting the review of quantitative disclosures in the prospectus, a third party assisted Discover Bank in elements of the review. Discover Bank determined the nature, extent and timing of the review and the level of assistance provided by the third party. Discover Bank assumes responsibility for and attributes all findings and conclusions of the review to itself.

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Asset Representation Review

As discussed under “The Master Trust — Repurchase of Specified Master Trust Receivables,” Discover Bank (prior to the Substitution Date) and Discover Funding LLC (after the Substitution Date) will represent and warrant that each credit card receivable transferred by it to the master trust was an Eligible Receivable. Among the requirements for an Eligible Receivable are that they have been originated in compliance with law and constitute “accounts” under Article 9 of the UCC, and that the master trust has good title to such receivables. [●], as the asset representations reviewer shall be responsible for reviewing the credit card receivables for compliance with these representations and warranties (the “Pool Asset Representations”) when the following asset review conditions (the “Review Conditions”) have been satisfied:

• The Delinquency Percentage for any distribution date exceeds the Delinquency Trigger for that distribution date, as described below under “—Delinquency Trigger”; and

• The noteholders have voted to direct a review of the applicable Subject Receivables pursuant to the process described below under “—Asset Review Voting.”

If the Review Conditions are satisfied (the first date on which all of the Review Conditions are satisfied is referred to as the “Review Trigger Date”), then the asset representations reviewer will perform a review of the Subject Receivables (as defined below) for compliance with the Pool Asset Representations as described below under “—Asset Review.”

Delinquency Trigger

On or prior to each distribution date, the servicer will calculate the Delinquency Percentage for the preceding calendar month. The “Delinquency Percentage” for each distribution date and the related preceding calendar month is an amount equal to the ratio (expressed as a percentage) of (i) the aggregate receivables balance of all 60-Day Delinquent Receivables as of the last day of calendar month immediately preceding such distribution date to (ii) the aggregate receivables balance of all outstanding receivables in the master trust as of the last day of the related calendar month. “60-Day Delinquent Receivables” means, as of any date of determination, all receivables outstanding in the master trust (other than repurchased receivables and defaulted receivables) that are 60 or more days delinquent as of the last day of the calendar month immediately preceding such date, as determined in accordance with the servicer’s customary servicing practices. Charged-off receivables are not considered delinquent receivables and are therefore not included in the Delinquency Trigger calculation. The “Delinquency Trigger” for any distribution date and the related preceding calendar month will be the lowest “Delinquency Trigger” as specified in the indenture supplement or terms document for any tranche of notes. The Delinquency Trigger for the Class [    ] (20[    ]-[    ]) notes is [[●]%].

[The Delinquency Trigger was calculated as a multiple of approximately [●] times the previous historical peak Delinquency Percentage.] [Insert disclosure of how delinquency threshold that triggers a review by the asset representations reviewer was determined to be appropriate as required under Item 1113(a)(7)(i) of Regulation AB.] The Delinquency Trigger has been set at a level in excess of the historical peak of delinquencies to assure that the Delinquency Trigger is not breached due to fluctuations in credit cycles that are unrelated to breaches of representations and warranties by the originator or Depositor, as applicable.

“Subject Receivables” means, for any asset review, all receivables which are 60-Day Delinquent Receivables as of the last day of the calendar month prior to the related Review Trigger Date. However, any receivable which becomes a repurchased receivable after the Review Trigger Date will no longer be a Subject Receivable.

Asset Review Voting

If the Delinquency Percentage on any distribution date exceeds the Delinquency Trigger [for that distribution date], the servicer will notify investors of that occurrence on the monthly distribution report filed by the Depositor on Form 10-D, and noteholders holding at least 5% of the aggregate outstanding principal balance of all

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outstanding DiscoverSeries notes (excluding any notes held by Discover Bank or any of its affiliates) (the “Instituting Noteholders”) may then elect to initiate a vote of the noteholders to determine whether the asset representations reviewer will conduct the review described under “—Asset Review” below by giving written notice to the indenture trustee of their desire to institute such a vote. If any of the Instituting Noteholders is not a record holder as reflected on the note register, the indenture trustee may require that investor to provide (i) a written certification that it is a beneficial owner and (ii) a trade confirmation, account statement, a letter from a broker or dealer or other similar document to verify that the investor is, in fact, a beneficial owner of notes. Any such vote shall be (i) initiated no later than 90 days from the date on which the Form 10-D that disclosed that the Delinquency Trigger was breached has been filed by the Depositor and (ii) completed no later than 150 days from the date on which the Form 10-D that disclosed that the Delinquency Trigger was breached has been filed by the Depositor.

If the Instituting Noteholders initiate a vote as described in the preceding paragraph, the “Noteholder Direction” will be deemed to have occurred if noteholders representing at least a majority of the voting noteholders vote in favor of directing a review by the asset representations reviewer. The noteholders voting in favor of that review are referred to as the “Directing Noteholders.” If the Instituting Noteholders elect to initiate a vote, then Discover Bank will pay the costs, expenses and liabilities incurred by the indenture trustee, the trustee, the Depositor and the note issuance trust in connection with the voting process, including the costs and expenses of counsel (as described below under “—Fees and Expenses for Asset Review”). Discover Bank, the Depositor and the note issuance trust are required to cooperate with the indenture trustee to facilitate the voting process. The indenture trustee may set a record date for purposes of determining the identity of noteholders entitled to vote in accordance with TIA Section 316(c).

Within [●] days of the Review Trigger Date, the indenture trustee will send a notice to the Depositor, the master servicer and the asset representations reviewer specifying that the Review Conditions have been satisfied and providing the applicable Review Trigger Date. The Depositor will notify investors that an Asset Review has been directed on the monthly report filed on Form 10-D for the calendar month in which the Review Trigger Date occurs. Within [●] days of receipt of such notice, the servicer will provide the asset representations reviewer, with a copy to the indenture trustee, a list of the accounts in which the Subject Receivables arise.

Fees and Expenses for Asset Review

As described under “Fees and Expenses”, the asset representations reviewer will be paid [[a monthly][an annual]] fee of $[●] by Discover Bank in accordance with the asset representations review agreement. However, that fee does not include the fees and expenses of the asset representations reviewer in connection with an asset review of the Subject Receivables. Under the asset representations review agreement, the asset representations reviewer will be entitled to receive a fee in connection with the asset review of [$[●] for each account containing a Subject Receivable][$[●] per hour][insert any other rate agreed upon by asset representations reviewer and Discover Bank] (the “Review Expenses”). The Review Expenses will be paid by Discover Bank.

Asset Review

The asset representations reviewer will perform a review of the Subject Receivables for compliance with the Pool Asset Representations (an “Asset Review”) to determine whether the Pool Asset Representations with respect to each Subject Receivable were accurate in all material respects.

The Asset Review will be performed in accordance with [such procedures as the asset representations reviewer shall deem appropriate, in the discretion of the asset representations reviewer.][Alternatively, insert description of any procedures agreed with the asset representations reviewer in the asset representations review agreement.]

Under the asset representations review agreement, the asset representations reviewer is required to complete its review of the Subject Receivables by the [●] day after the Review Trigger Date. Upon completion of its review, the asset representations reviewer will provide a report to the indenture trustee, the master servicer and the Depositor of the findings and conclusions of the review of the Subject Receivables, and the Form 10-D filed by the Depositor with respect to the applicable calendar month in which the asset representations reviewer’s report is provided will include a summary of those findings and conclusions. The asset representations reviewer will not

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determine whether noncompliance with the Pool Asset Representations constitutes a breach of the Receivables Sale and Contribution Agreement or the Pooling and Servicing Agreement or whether Discover Bank or the Depositor, as applicable, would be required to repurchase a Subject Receivable. Additionally, the asset representations reviewer will not determine the reason for the delinquency of any receivable, the creditworthiness of any obligor, the overall quality of any receivable or the compliance by the servicer with its covenants with respect to the servicing of the receivable. The master servicer will, after reviewing the report of the asset representations reviewer, determine whether there was a breach that materially and adversely affects the interests of the note issuance trust or the noteholders in the related receivable such that Discover Bank or the Depositor, as applicable, would be required to repurchase a Subject Receivable. The master servicer will provide notice to the Depositor, the trustee of the master trust and the indenture trustee of any receivable repurchase that it has determined is required. For additional information on repurchases by Discover Bank or the Depositor, see “The Master Trust — Repurchase of Specified Master Trust Receivables” in this prospectus. A summary of the findings and conclusions of the review will be included on Form 10-D with respect to the monthly period in which the report was delivered, to be filed with the SEC.

The Asset Representations Reviewer

[●], a [●], has been appointed as asset representations reviewer pursuant to an agreement among Discover Bank, as master servicer and servicer, the note issuance trust and the asset representations reviewer. [Insert description of the extent to which the asset representations reviewer has had prior experience serving as an asset representations reviewer for asset-backed securities transactions involving credit card receivables.]

The asset representations reviewer is not affiliated with Discover Bank, the Depositor, the indenture trustee, the trustee for the master trust, the owner trustee or any of their affiliates, nor has the asset representations reviewer been hired by Discover Bank or an underwriter to perform pre-closing due diligence work on the credit card receivables. The asset representations reviewer may not resign unless (a) the asset representations reviewer is merged into or becomes an affiliate of Discover Bank, the servicer, the indenture trustee, the owner trustee or any person hired by Discover Bank or an underwriter to perform pre-closing due diligence work on the receivables or (b) upon determination that the performance of its duties under the asset representation review agreement is no longer permissible under applicable law. Upon the occurrence of one of the foregoing events, the asset representations reviewer shall promptly resign and the master servicer shall appoint a successor asset representations reviewer. If the asset representations reviewer resigns or is removed, replaced or substituted, or if a new asset representations reviewer is appointed, we will specify the circumstances surrounding the change on the monthly report filed on Form 10-D for the calendar month in which the change occurred. Any costs associated with the removal of the asset representations reviewer and the appointment of a successor asset representations reviewer will be paid by [the outgoing asset representations reviewer]. [Insert description of other material provisions of the asset representations review agreement.]

The asset representations reviewer will be responsible for reviewing the Subject Receivables (as defined above) for compliance with the Pool Asset Representations. Under the asset representations review agreement, the asset representations reviewer will be entitled to be paid the fees and expenses set forth under “—Fees and Expenses for Asset Review” above. The asset representations reviewer is required to perform only those duties specifically required of it under the asset representations review agreement. Discover Bank and the Depositor are required under the asset representation review agreement and the pooling and servicing agreement to make available to the asset representations reviewer the related accounts and records maintained by such person during normal business hours upon reasonable prior written notice in connection with a review of the receivables. The asset representations reviewer will be required to keep all information about the receivables obtained by it in confidence and may not disclose that information other than as required by the terms of the asset representations review agreement and applicable law. [Insert description of any indemnification or exculpating provisions.]

Demands for Repurchases of Pool Receivables

[No credit card receivables securitized by Discover Bank, the sponsor of the master trust and note issuance trust, were the subject of a demand for repurchase or replacement for breach of representations and warranties during the period from [●] to [●].] [Discover Bank, as sponsor, discloses any demands for repurchase annually in its Asset-Backed Securitizer Reports on Form ABS-15G filed with the SEC. Discover Bank filed its most recent Form ABS-15G

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with the SEC on [●]. Discover Bank’s CIK number is 0000894327. The master trust and the note issuance trust also disclose any demands for repurchase in their Monthly Reports on Form 10-D with the most recent Form 10-D filed with the SEC on [●]. For more information on obtaining a copy of the report, see “Where You Can Find More Information.”

The Note Issuance Trust

General

The note issuance trust, Discover Card Execution Note Trust, also called “DCENT,” will issue the notes. The address of DCENT is Discover Card Execution Note Trust c/o Wilmington Trust Company, Rodney Square North, 1100 N. Market Street Wilmington, Delaware 19890-0001. Its telephone number is 302-636-6189.

DCENT has been initially capitalized by a $1 contribution from Discover Bank. No additional capital contributions are expected to be made to DCENT.

For a description of the assets of DCENT, see “Sources of Funds to Pay the Notes — General.”

As indenture trustee, paying agent and registrar under the indenture, U.S. Bank will make each noteholders’ monthly statement available to the certificateholders and noteholders via its internet website at http://www.usbank.com/abs.

Trust Agreement

DCENT operates pursuant to an amended and restated trust agreement between Discover Funding LLC, as assignee of Discover Bank, and Wilmington Trust Company, a Delaware trust company, the owner trustee. DCENT is a Delaware statutory trust formed on July 2, 2007 pursuant to the Delaware Statutory Trust Act. The fiscal year for DCENT currently ends on December 31 of each year. Discover Funding LLC, as depositor, will file with the SEC an annual report on Form 10-K on behalf of DCENT within 90 days after the end of its fiscal year or, if applicable, any transition period. DCENT does not have any officers or directors. Currently, its sole beneficiary is Discover Funding LLC, which is also the depositor for DCENT and the master trust. In its role as beneficiary, Discover Funding LLC has the ability to direct certain actions by DCENT, including in certain circumstances instructing the owner trustee to take actions on DCENT’s behalf. Other affiliates of Discover Funding LLC may also be beneficiaries. Discover Bank is the calculation agent/servicer for DCENT, the master servicer and servicer for the master trust, the originator of the assets and the sponsor for the transactions described in this prospectus.

The owner trustee and the Depositor, as beneficiary, by its acceptance of the Transferor Interest, shall not at any time with respect to DCENT or the master trust acquiesce, petition or otherwise invoke or cause DCENT or the master trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against DCENT or the master trust under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official, or ordering the winding up or liquidation of the affairs of DCENT or the master trust.

Amendments

Discover Funding LLC and the owner trustee may amend the trust agreement without the consent of the noteholders or the indenture trustee so long as (i) Discover Funding LLC has received confirmation from each applicable Note Rating Agency hired by DCENT that such amendment will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings and (ii) such amendment will not significantly change the permitted activities of DCENT, as set forth in the trust agreement. Accordingly, neither the indenture trustee nor any holder of any note will be entitled to vote on any such amendment.

In addition, Discover Funding LLC and the owner trustee may amend the trust agreement if Discover Funding LLC has received confirmation from each applicable Note Rating Agency hired by DCENT that such

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amendment will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings, in the case of a significant change to the permitted activities of DCENT, as set forth in 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, calculated without taking into account the Outstanding Dollar Principal Amount represented by any notes beneficially owned by Discover Funding LLC or any of its affiliates or agents; provided, however, without the consent of the holders of all of the notes then outstanding, no such amendment shall reduce the percentage of the Outstanding Dollar Principal Amount of the notes required to consent to such an amendment.

Owner Trustee

Wilmington Trust Company — also referred to herein as “issuing entity owner trustee” or the “owner trustee” — is a Delaware trust company incorporated in 1901. The issuing entity owner trustee’s principal place of business is located at 1100 North Market Street, Wilmington, Delaware 19890. Since 1998, Wilmington Trust Company has served as owner trustee in numerous asset-backed securities transactions involving credit card receivables.

Wilmington Trust Company is subject to various legal proceedings that arise from time to time in the ordinary course of business. Wilmington Trust Company does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as owner trustee.

Wilmington Trust Company has provided the above information for purposes of complying with Regulation AB. Other than the above two paragraphs, Wilmington Trust Company has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

For DCENT, the powers and duties of the owner trustee are ministerial only. Accordingly, Discover Funding LLC, as beneficiary, will direct the owner trustee in the management of DCENT and its assets to the extent provided for and for the specific activities outlined in the trust agreement.

The owner trustee is indemnified by Discover Funding LLC from and against all liabilities, obligations, losses, damages, claims, penalties or expenses of any kind arising out of the trust agreement or any other related documents, or the enforcement of any terms of the trust agreement, the administration of DCENT’s assets or the action or inaction of the owner trustee under the trust agreement, except for (1) its own willful misconduct, bad faith or gross negligence, (2) the inaccuracy of certain of its representations and warranties in the trust agreement, (3) its failure, acting in its individual capacity, to act as necessary to discharge any lien, pledge, security interest or other encumbrance on any part of DCENT’s assets which results from actions by or claims against the owner trustee not related to the note issuance trust or the owner trustee’s ownership of any part of DCENT’s assets or (4) taxes, fees or other charges based on or measured by any fees, commissions or other compensation earned by the owner trustee for acting as owner trustee under the trust agreement. Except in limited circumstances these indemnification obligations will not be payable out of DCENT’s assets (and if so payable, will only be payable after the payment of the notes).

The owner trustee may request instructions prior to taking any action and, to the extent the owner trustee is acting in good faith in accordance with such instructions, the owner trustee shall not be liable for any such action or inaction taken or refrained from being taken in accordance with such instructions.

The owner trustee may resign at any time without cause by giving at least 30 days’ written notice to Discover Funding LLC. The owner trustee may also be removed as owner trustee if it becomes insolvent, it is no longer eligible to act as owner trustee under the trust agreement or by a written instrument delivered to the owner trustee by the beneficiary. In all of these circumstances, Discover Funding LLC must appoint a successor owner trustee for DCENT. If a successor owner trustee has not been appointed within 30 days of giving notice of resignation or removal, the owner trustee or Discover Funding LLC may apply to any court of competent jurisdiction to appoint a successor owner trustee to act until the time, if any, as a successor owner trustee is appointed by Discover Funding LLC.

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Any owner trustee will at all times (1) be a trust company or a banking corporation under the laws of its state of incorporation or a national banking association, having all corporate powers and all material government licenses, authorization, consents and approvals required to carry on a trust business in the State of Delaware, (2) comply with Section 3807 and any other applicable section of the Delaware Statutory Trust Act, (3) have a combined capital and surplus of not less than $50,000,000, or have its obligations and liabilities irrevocably and unconditionally guaranteed by an affiliated person having a combined capital and surplus of at least $50,000,000 and (4) have, or have a parent which has, a rating of at least Baa3 by Moody’s, at least BBB- by Standard & Poor’s or, if not rated, otherwise satisfactory to Moody’s, Standard & Poor’s, Fitch and any other rating agency hired by DCENT that rates at least 25% of the outstanding notes.

Depositor

Discover Funding LLC is the depositor for DCENT. Discover Funding LLC is also the depositor for the master trust. The master trust issued the Series 2007-CC collateral certificate that is the initial asset of DCENT. Discover Funding LLC or affiliates of Discover Funding LLC may also be the depositor of other master trusts or securitization special purpose entities which may issue collateral certificates to be held by DCENT. In addition, Discover Funding LLC and its affiliates, including banking and non-banking affiliates, may act as depositors of assets for DCENT.

Activities

DCENT’s activities will generally be limited to:

• accepting the transfer of, holding, receiving and investing proceeds of, and granting security interest in, the assets comprising the trust estate, which includes the collateral certificate and may include any additional collateral certificates added at a later time, receivables added at a later time, if applicable, various collateral accounts, collections accounts, funding accounts, payment accounts, reserve accounts and other trust accounts, and the proceeds from these assets;

• issuing notes pursuant to the indenture, the terms of which shall be determined by Discover Funding LLC, together with preparing or entering into any registration statement, offering documents, underwriting agreements and similar agreements necessary to permit the offering and sale of such notes on terms and conditions approved by Discover Funding LLC or the qualification of the indenture under applicable law;

• entering into and performing derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements related to any series, class or tranche of notes;

• making deposits to or withdrawals from collateral accounts, collections accounts, funding accounts, reserve accounts, payment accounts and other trust accounts established pursuant to the indenture;

• making payments on the notes and other payments in accordance with the indenture and indenture supplement; and

• engaging in other activities that are necessary or incidental to accomplish these limited purposes.

DCENT will not incur debt except in connection with the performance of its authorized activities, as discussed above. For a description of the assets of DCENT, see “Sources of Funds to Pay the Notes — General.”

Uniform Commercial Code financing statements will be filed, to the extent appropriate, to perfect the ownership or security interests of DCENT and the indenture trustee in the collateral certificate and DCENT’s other assets. See “Risk Factors” for a discussion of risks associated with DCENT and DCENT’s assets, and see “Representations and Warranties of Discover Bank Regarding the Accounts,” “Representations and Warranties of Discover Funding LLC Regarding the Accounts” and “Representations and Warranties of DCENT Regarding the Collateral” for a discussion of representations regarding the perfection of security interests.

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See “The Indenture — DCENT’s Covenants” for a discussion of the covenants that DCENT has made regarding its activities.

Sources of Funds to Pay the Notes

General

As of the date of this prospectus, DCENT owns one collateral certificate, the collateral certificate issued by the master trust. For a description of the master trust collateral certificate, see “—The Collateral Certificate.” For a description of the master trust, see “The Master Trust.”

DCENT may accept transfers of additional collateral certificates issued by master trusts or other securitization special purpose entities whose assets consist primarily of credit card receivables arising in accounts owned, originated, or acquired by Discover Bank or its affiliates. Each collateral certificate will represent an undivided interest in the assets of the applicable master trust or securitization special purpose entity. As of the date of this prospectus, the assets of DCENT will also include:

• [the benefits of one or more derivative agreements,]

• [supplemental credit enhancement agreement][supplemental liquidity agreement],

• the collateral account, collections account, funding account, reserve account and [●] account, including all subaccounts, as specified in the indenture supplement, and

• proceeds and Permitted Investments of the foregoing.

The DiscoverSeries notes will be secured by the collateral certificate and the other assets held by DCENT from time to time, to the extent provided in the indenture and the indenture supplement for the DiscoverSeries notes. In addition to the DiscoverSeries, the note issuance trust may issue other series of notes that are also secured by the assets in DCENT. Generally, the only amounts that will be available to fund payments on the DiscoverSeries notes are (1) the DiscoverSeries’ allocable share of the assets that have been included in DCENT, (2) interest earned on amounts on deposit in the DiscoverSeries accounts, (3) excess Finance Charge Collections, interchange and similar amounts that have been reallocated to the DiscoverSeries notes from other series of master trust certificates and other series of notes, if any, and (4) excess Principal Collections and similar amounts that have been reallocated to the DiscoverSeries notes from other series of master trust certificates and other series of notes, if any.

The composition and amount of the assets in DCENT will likely change over time due to:

• increases and decreases in the investor interest in receivables represented by the collateral certificate as a result of increases and decreases in the Nominal Liquidation Amount of notes issued by the note issuance trust;

• DCENT’s acceptance of transfers of additional collateral certificates;

• DCENT’s investment of note proceeds or reinvestment of Principal Amounts in the collateral certificate or any additional collateral certificate without corresponding increases to all of the collateral certificates;

• DCENT’s entry into derivative agreements, supplemental credit enhancement agreements or supplemental liquidity agreements in connection with the issuance of any tranche of notes; and

• changes in the relative percentage of DCENT’s assets that are comprised of cash held in trust accounts and the relative percentage invested in collateral certificates.

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In addition, the composition of the underlying receivables supporting any collateral certificate will change over time as new receivables are created, existing receivables are paid off or charged-off as uncollectible, the receivables in additional accounts are added to the applicable master trust or other securitization special purpose entity and the receivables in specified accounts are removed from the applicable master trust or other securitization special purpose entity. See “The Master Trust — Master Trust Addition of Accounts” and “—Master Trust Removal of Accounts” for a description of Discover Funding LLC’s ability to add and remove accounts designated for the master trust.

In addition, to the extent provided in the indenture, the Collateral securing the Class [    ]([    ]-[    ]) notes may be released from the lien created by the indenture, and such release will not be deemed to impair the remaining security interest securing the DiscoverSeries notes. Any such release must comply with the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

In addition, if an amortization event occurs for a collateral certificate, the note issuance trust will stop reinvesting its share of Principal Collections in that collateral certificate. The note issuance trust may reinvest those Principal Collections in another collateral certificate or pay them to noteholders in accordance with the cash flows set forth in the indenture supplement.

Discover Funding LLC, as depositor for the note issuance trust, will file with the SEC on Form 8-K or in its distribution reports on Form 10-D any information about any changes in the composition of the assets of the note issuance trust that is required under SEC rules and regulations. See “Reports to Investors” for more information about these reports.

Addition of Assets

In the future, DCENT may accept transfers of additional collateral certificates that represent undivided interests in the receivables of master trusts or other securitization special purpose entities in addition to DCMT. However, before acquiring any such collateral certificate,

• DCENT must obtain confirmation from each applicable Note Rating Agency hired by DCENT that the addition of such collateral certificate will not cause a reduction of the ratings of any outstanding notes secured by the assets in DCENT, in each case below the required ratings, or a withdrawal of any such ratings, and

• DCENT must deliver an officer’s certificate to the indenture trustee to the effect that such addition will not, in the reasonable belief of the officer, based on the facts known to such officer at that time, cause an early redemption event or an event of default to occur for any outstanding notes secured by the assets in DCENT.

The calculation agent will designate the amount of the investor interest in receivables represented by any additional collateral certificate. However, the calculation agent may not reduce the investor interest in receivables of a collateral certificate without an equal or greater reduction in the aggregate Nominal Liquidation Amount of the notes secured by the assets in DCENT.

Although Discover Funding LLC does not currently contemplate that it will transfer receivables directly to the note issuance trust, the indenture may be amended without your consent to accommodate direct ownership of credit card receivables by the note issuance trust, including in connection with a combination of the master trust and the note issuance trust.

Additional collateral certificates may not be of the same credit quality as the existing collateral certificates and receivables arising in additional accounts, including additional accounts related to such additional collateral certificates or to receivables transferred directly to the note issuance trust, may not be of the same credit quality as the receivables arising in accounts already included in the master trust. Discover Bank or an affiliate may originate additional accounts using credit criteria different from those applied to the accounts already designated as part of the master trust, or the additional accounts may be acquired by Discover Funding LLC or an affiliate from a third-party

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institution that may have used different credit criteria to originate those accounts. See “Risk Factors — Deteriorations in Master Trust Performance or Receivables Balance; Possible Early Redemption Event” and “—Addition of Other Collateral Certificates.”

[Insert if applicable: specify additional conditions relating to DCENT’s ability to accept transfer of additional collateral certificates, the master trust’s or the note issuance trust’s ability to accept transfers of receivables arising in additional accounts or changes in the way the investor interest in receivables for any additional collateral certificates is determined]

The Collateral Certificate

As of the date of this prospectus, the primary source of funds for the payment of principal of and interest on the notes secured by the assets of the note issuance trust is expected to be the Series 2007-CC collateral certificate issued by the master trust, which we refer to throughout this prospectus as “the collateral certificate.” The following discussion summarizes the material terms of the collateral certificate. Additionally, we have filed as exhibits to the registration statement of which this prospectus forms a part, and we encourage you to review, the Pooling and Servicing Agreement, the Series Supplement for Series 2007-CC and a form of collateral certificate. For a description of the master trust and its assets, see “The Master Trust — The Master Trust Assets.”

The collateral certificate represents an undivided interest in the Discover Card Master Trust I, including the receivables in accounts designated for the master trust and interchange. The collateral certificate is the only certificate issued as part of Series 2007-CC. The accounts designated for the master trust were selected in a random manner intended to produce a representative sample of all Discover card accounts not segregated from the Discover card portfolio at the time of selection. Because credit card receivables by their nature are revolving assets, by which we mean that new receivables are continually generated and repaid in the accounts, the amount of credit card receivables in the master trust will fluctuate on a daily basis as new credit card receivables are generated or included in or removed from the master trust and as other credit card receivables are paid off, charged off as uncollectible or otherwise adjusted. For more information on the master trust accounts, see “The Master Trust — The Master Trust Accounts” and “The Discover Card Business.”

The collateral certificate has no specified interest rate. DCENT, as holder of the collateral certificate, is entitled to receive its allocable share of Finance Charge Collections, Principal Collections and interchange from the master trust and is assessed its allocable share of servicing fees and charged-off receivables. DCENT, as holder of the collateral certificate is obligated to pay the portion of the master trust servicing fee allocable to the collateral certificate.

The collateral certificate has a fluctuating investor interest in receivables, not less than zero, that is equal to the aggregate Nominal Liquidation Amount of all of the notes secured by the assets in DCENT; provided, however, that if additional collateral certificates are transferred to the note issuance trust, each collateral certificate’s investor interest in receivables may reflect only the portion of the Nominal Liquidation Amount supported by that collateral certificate. The investor interest in receivables of the collateral certificates will increase and decrease as the Nominal Liquidation Amount of the notes increases and decreases. [Discover Funding LLC may decide in its sole and absolute discretion which collateral certificates’ investor interest in receivables will increase or decrease as the Nominal Liquidation Amount of the notes increases and decreases.][Insert if applicable: specify restrictions / conditions for increase or decrease of collateral certificates’ investor interests.]

The series supplements relating to Series 2007-CC and other series of master trust certificates, if any, will provide that, under certain circumstances, collections and other income originally allocated to one series may be reallocated to other series. For those series comprised of subseries, each subseries is treated as a separate series for purposes of these provisions. In general, the note issuance trust will use the collateral certificate’s share of collections and other income to make required payments, to pay its share of servicing fees and to reimburse its share of charged-off receivables. If Series 2007-CC has more collections and other income than the note issuance trust needs in any month, the master trust may make the excess collections and other income available to other master trust series, if any, so those series may make their payments and reimbursements. The holder of the collateral certificate is not entitled to receive these excess collections or other income. If Series 2007-CC does not have enough collections and other income in any month, the master trust may transfer excess collections and other income, including interchange, from other master trust series, if any, to the note issuance trust so that the note issuance trust can make payments and reimbursements.

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For a detailed description of the servicing fee to be paid in respect of the collateral certificate, see “Servicing — Servicing Compensation and Payment of Expenses.”

Allocations of Collections, Interchange and Charged-off Receivables to the Collateral Certificate

In general, the master trust allocates collections, interchange and charged-off receivables to the collateral certificate based on the investor interest in receivables represented by the collateral certificate at any time, which is in turn based on the Nominal Liquidation Amount of the notes issued by the note issuance trust that are supported by the collateral certificate. As long as the collateral certificate is the only collateral certificate owned by the note issuance trust, the investor interest in receivables represented by the collateral certificate will equal the Nominal Liquidation Amount of the notes; if additional collateral certificates are transferred to the note issuance trust, some portion of the Nominal Liquidation Amount of the notes will be supported by those certificates. The descriptions set forth below assume that the Series 2007-CC collateral certificate is the only collateral certificate supporting the notes.

In some circumstances — for instance, when the note issuance trust is accumulating deposits to pay principal for a tranche of notes, when an early redemption event or event of default occurs for a tranche of notes, or when amounts for senior tranches of notes have been prefunded to permit payment of subordinated tranches of notes — the note issuance trust may receive higher allocations of Finance Charge Collections or Principal Collections with respect to the collateral certificate. In those circumstances, the series supplement for the collateral certificate establishes the allocation percentages to allocate Finance Charge Collections and Principal Collections based on amounts specified in the indenture.

For purposes of these allocations, if the note issuance trust issues notes during any month, releases any excess prefunding deposits from the applicable principal funding subaccounts or otherwise has an increase in the Nominal Liquidation Amount of its outstanding tranches of notes during any month, the increase in the investor interest in receivables resulting from the corresponding increase in the Nominal Liquidation Amount will be treated as occurring on the first day of the month in which the issuance, release or other increase occurs and any payments, deposits or other allocations made on the distribution date in such month will be treated as occurring on the last day of the prior calendar month. In addition, if the note issuance trust pays or prefunds any tranche of notes, allocates unreimbursed charged-off receivables to its noteholders, or otherwise has a decrease in the Nominal Liquidation Amount of its outstanding tranches of notes on the distribution date in any month, any payments, deposits or other allocations made on such distribution date will be treated as occurring on the last day of the prior calendar month.

Finance Charge Collections. The master trust allocates Finance Charge Collections to the collateral certificate on each distribution date by multiplying the Series Finance Charge Collections received in the prior calendar month by the Finance Charge Collections Allocation Percentage for Series 2007-CC:

Series Finance Charge Collections = Series Finance Charge Collections Allocation Percentage
× Finance Charge Collections

The Series Finance Charge Collections Allocation Percentage is based on:

• the investor interest in receivables represented by the collateral certificate as of the first day of the prior calendar month, if an early redemption event or event of default for any series, class or tranche of notes or an amortization event for the collateral certificate is not continuing with respect to such calendar month,

• if an early redemption event or event of default for any series, class or tranche of notes is then continuing, the sum of the Finance Charge Allocation Amounts for each tranche of notes for the prior calendar month, or

• if an amortization event for the collateral certificate is then continuing for such calendar month, the investor interest in receivables represented by the collateral certificate as of the last day of the calendar month immediately preceding the date an amortization event for the collateral certificate occurs,

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as applicable, in each case divided by the greater of (1) the total amount of Principal Receivables in the master trust or (2) the aggregate investor interest in receivables that is used to allocate Finance Charge Collections for all outstanding series of master trust certificates, in each case, as of the first day of the prior calendar month. If two of the above clauses apply, the Series Finance Charge Collections Allocation Percentage will be the higher percentage determined under such clauses.

The “Finance Charge Allocation Amount” for any series, class or tranche of notes is:

• the Nominal Liquidation Amount for such series, class or tranche as of the first day of the preceding month, unless an early redemption event or an event of default for such series, class or tranche has occurred and is continuing, and

• for all series, classes or tranches of notes for which an early redemption event or an event of default has occurred and is continuing, the Nominal Liquidation Amount for such series, classes or tranches of notes as of the last day of the calendar month immediately before the applicable event occurred.

DCENT, at the direction of Discover Funding LLC as beneficiary, may change the allocation method described above at any time without the consent of any noteholders if the applicable Note Rating Agencies hired by DCENT confirm that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings.

In addition, if the note issuance trust has prefunded the principal funding subaccounts for any tranches of senior notes, even though the Nominal Liquidation Amount for each such senior tranche will be reduced on a temporary basis because of the prefunding, the note issuance trust will receive an allocation of Finance Charge Collections in the amount of the negative spread on each applicable principal funding subaccount as a result of the prefunding — which will equal the difference between the amount of investment income earned on those amounts from the previous distribution date to the current distribution date and the amount of interest accrued on the prefunded portion of the notes during the same period — though not more than the amount that would have been allocated to the collateral certificate if the Nominal Liquidation Amount of those notes had not been reduced because of the prefunding.

Interchange. The master trust allocates interchange to the collateral certificate on each distribution date by multiplying:

• interchange for the distribution date, by

• the Series Interchange Allocation Percentage for the collateral certificate, which is the investor interest in receivables represented by the collateral certificate divided by the greater of the total amount of Principal Receivables in the master trust or the aggregate investor interest in receivables that is used to allocate interchange for all outstanding series of master trust certificates, in each case as of the first day of the prior calendar month.

Principal Collections. The master trust allocates Principal Collections to the collateral certificate on each distribution date by multiplying the Principal Collections received in the prior calendar month by the Series Principal Collections Allocation Percentage for Series 2007-CC:

Series Principal Collections = Series Principal Collections Allocation Percentage
x Principal Collections

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The Series Principal Collections Allocation Percentage is based on:

• the investor interest in receivables represented by the collateral certificate as of the first day of the prior calendar month, if the note issuance trust is not paying or depositing principal for any series, class or tranche of notes on such distribution date and there is no amortization event continuing for the collateral certificate for such calendar month,

• the sum of the Principal Allocation Amounts for each tranche of notes for the prior calendar month, if the note issuance trust is paying or depositing principal for any series, class or tranche of notes on such distribution date, or

• if an amortization event for the collateral certificate is continuing for such calendar month, the investor interest in receivables represented by the collateral certificate on the last day of the calendar month immediately preceding the date on which the amortization event for the collateral certificate occurred,

as applicable, in each case divided by the greater of (1) the total amount of Principal Receivables in the master trust or (2) the aggregate investor interest in receivables that is used to allocate Principal Collections for all outstanding series of master trust certificates, in each case, as of the first day of the prior calendar month. If two of the above clauses apply, the Series Principal Collections Allocation Percentage will be the higher percentage determined under such clauses.

The “Principal Allocation Amount” for any series, class or tranche of notes is:

• for all notes, including the Class [    ]([    ]-[    ]) notes, that are not in their accumulation period, that do not have any targeted prefunding deposit, for which an early redemption event or an event of default is not continuing, and which otherwise have a targeted principal deposit of zero, the Nominal Liquidation Amount for such series, class or tranche as of the first day of the preceding calendar month;

• for each series, class or tranche of notes, including the Class [    ]([    ]-[    ]) notes, that is in its accumulation period, the Nominal Liquidation Amount as of the last day of the calendar month before the start of its applicable accumulation period;

• for each series, class or tranche of notes, including the Class [    ]([    ]-[    ]) notes, that has a targeted prefunding deposit greater than zero, the Nominal Liquidation Amount as of the last day of the last calendar month for which its targeted prefunding deposit was zero;

• for each series, class or tranche of notes, including the Class [    ]([    ]-[    ]) notes, for which an early redemption event or an event of default has occurred and is continuing, the Nominal Liquidation Amount for those notes as of the last day of the calendar month immediately before the applicable event occurred; and

• for any other series, class or tranche of notes for which the targeted principal deposit is greater than zero, the Nominal Liquidation Amount as of such date specified in the related prospectus supplement or prospectus, as applicable, under which such class or tranche was issued,

Charged-Off Receivables. The master trust allocates charged-off receivables to the collateral certificate on each distribution date by multiplying:

• the amount of receivables in the master trust that the servicer charged off as uncollectible during the previous calendar month; minus

• the cumulative, uncollected amount of these receivables that related to finance charges, cash advance fees, annual membership fees, overlimit fees, late payment charges and other miscellaneous fees; and

• the amount of these receivables repurchased by Discover Funding LLC during that month because they were in accounts that contained receivables that were not Eligible Receivables; by

• the investor interest in receivables represented by the collateral certificate, divided by the greater of the total amount of Principal Receivables in the master trust or the aggregate investor interest in receivables that is used to allocate charged-off receivables for all outstanding series of master trust certificates, in each case as of the first day of the prior calendar month.

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If the note issuance trust cannot reimburse all of the charged-off receivables allocated to the collateral certificate in any month, it will carry forward the amount of unreimbursed charge-offs as reductions to the Nominal Liquidation Amount of notes and will try to reimburse them in the following month. The unreimbursed charged-off receivables on any distribution date are an investor loss, and the master trust reduces the investor interest in receivables represented by the collateral certificate by the amount of its investor loss. To the extent that the note issuance trust subsequently reimburses these charge-offs, the master trust will reinstate the investor interest in receivables to the extent of such reimbursement. The master trust will not reinstate the collateral certificate’s investor interest in receivables to exceed the aggregate Adjusted Outstanding Dollar Principal Amount for all outstanding tranches of notes.

Allocations of Collections, Interchange and Charged-off Receivables among Series of Notes

The note issuance trust will allocate to each series of notes the Finance Charge Collections received with respect to the collateral certificate and any additional collateral certificates transferred to it at a later time — other than amounts allocated to cover negative spread on prefunded principal for tranches of notes — based on the sum of the Finance Charge Allocation Amounts for all tranches of notes in the series divided by the sum of the Finance Charge Allocation Amounts for all notes issued by the note issuance trust. Amounts allocated to cover negative spread on prefunded principal will be allocated to each series of notes based on the amount of negative spread on prefunded principal for such series of notes.

The note issuance trust will allocate to each series of notes the Principal Collections received with respect to the collateral certificate and any additional collateral certificates transferred to it at a later time based on the sum of the Principal Allocation Amounts for all tranches of notes in the series divided by the sum of the Principal Allocation Amounts for all notes issued by the note issuance trust.

The note issuance trust will allocate to each series of notes the interchange received and charged-off receivables with respect to the collateral certificate and any additional collateral certificates transferred to it at a later time based on the product of such interchange and charged-off receivables, as applicable, multiplied by the sum of the Nominal Liquidation Amounts for all tranches of notes in the series divided by the sum of the Nominal Liquidation Amounts for all series of notes issued by the note issuance trust.

Reallocations

The series supplement with respect to the collateral certificate provides that, and the indenture supplement for any series issued by the note issuance trust, including the indenture supplement for the Class [    ]([    ]-[    ]) notes, will provide that, under certain circumstances, collections originally allocated to the DiscoverSeries or any other series of notes issued by the note issuance trust may be reallocated to any other series of master trust certificates or other series of notes. Collections originally allocated to any such other series may also be reallocated to the DiscoverSeries. Discover Funding LLC cannot assure you, however, that any funds will be available to be reallocated to the DiscoverSeries.

Although the series supplements with respect to the collateral certificate and other series of master trust certificates that are in the same group of series as Series 2007-CC will permit reallocations among series, unless otherwise specified in the series supplement for such series, the master trust will use the Finance Charge Collections, other income and Principal Collections allocated to any series of master trust certificates to make all payments, deposits and reimbursements for that series, as applicable, before it reallocates them to other series. Accordingly, Series Finance Charge Collections, interchange and other income for the collateral certificate that are allocable to the DiscoverSeries, will not be reallocated unless the note issuance trust has first deposited all interest and servicing fees, reimbursed all charged-off receivables and reductions in Nominal Liquidation Amounts and increased any reserve account deposit for the DiscoverSeries to its required level. Similarly, any Series Principal Collections or amounts used to reimburse charged-off receivables that are allocable to the DiscoverSeries will not be reallocated to any other series of master trust certificates or other series of notes until the note issuance trust has made all targeted principal deposits, including prefunding deposits, for the DiscoverSeries notes.

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DCENT Accounts

The indenture trustee has established or will establish the DiscoverSeries collections account for the DiscoverSeries notes, and the following additional accounts, together with subaccounts for each tranche, for the DiscoverSeries notes in the name of the indenture trustee:

• the interest funding account;

• the principal funding account;

• the accumulation reserve account; and

• the Class C reserve account.

The indenture trustee has also established the collections account for the note issuance trust for the purpose of receiving amounts payable under the collateral certificate and any other assets of DCENT, including additional collateral certificates that may be transferred to DCENT at a later date. The indenture trustee may also establish a Class D reserve account in connection with any Class D notes.

Each of these accounts will be a segregated trust account established with the indenture trustee or an eligible institution — i.e., a bank satisfying certain Note Rating Agency criteria, as described in the indenture glossary of terms. The paying agent appointed under the indenture has the revocable power to instruct the indenture trustee to make withdrawals from any account to carry out its duties under the indenture and the indenture supplement. The calculation agent, which will initially be Discover Bank, will have the revocable power to withdraw funds from the collections account and the DiscoverSeries accounts to make distributions to the noteholders.

Each account will be an Eligible Deposit Account. The indenture trustee may only invest funds on deposit in any investor account in Permitted Investments.

“Permitted Investments” means:

(i) negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(a) obligations issued or fully guaranteed, as to timely payment, by the United States of America or any instrumentality or agency of the United States of America, when those obligations are backed by the full faith and credit of the United States of America;

(b) time deposits in, or bankers’ acceptances issued by, any depository institution or trust company:

(1) incorporated under the laws of the United States of America or any state of the United States, or which is a domestic branch of a foreign bank;

(2) subject to supervision and examination by federal or state banking or depository institution authorities; and

(3) that has, at the time the note issuance trust invests or contractually commits to invest in its time deposits or bankers’ acceptances, the Highest Rating on its short-term deposits or commercial paper or, if its short-term deposits or commercial paper are unrated, the Highest Rating on its long-term unsecured debt obligations;

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(c) commercial paper or other short-term obligations having the Highest Rating at the time the note issuance trust invests or contractually commits to invest in that commercial paper or other short-term obligations; or

(d) investments in money market funds having the Highest Rating;

(ii) 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 (i) (b) above;

(iii) shares of an open end diversified investment company that is registered under the Investment Company Act, and that:

(a) invests its assets exclusively in obligations of or guaranteed by the United States of America or any instrumentality or agency of the United States of America, having in each instance a final maturity date of less than one year from their date of purchase, or other Permitted Investments;

(b) seeks to maintain a constant net asset value per share; and

(c) has aggregate net assets of not less than $100,000,000 on the date the note issuance trust purchases those shares.

These securities will not be represented by an instrument, will be registered in the name of the indenture trustee upon books maintained for that purpose by or on behalf of the note issuance trust of these securities and will be identified on books maintained for that purpose by the indenture trustee as held for the benefit of the note issuance trust or the investors. The note issuance trust may only invest in these securities if each applicable Note Rating Agency confirms that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings;

(iv) 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;

(v) money market mutual funds — including those offered or managed by the indenture trustee or an affiliate — registered under the Investment Company Act, 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; and

(vi) any other investment, including repurchase agreements but excluding equity securities, if each applicable Note Rating Agency confirms in writing that such investment will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings.

Permitted Investments will include, without limitation, securities of Discover Bank or any of its affiliates which otherwise qualify as a Permitted Investment under clause (i), (ii), (iii), (iv), (v) or (vi) above.

All Permitted Investments will be denominated in dollars unless otherwise specified in the indenture supplement for any class or tranche.

[DCENT will also direct the indenture trustee to establish and maintain in the name of the indenture trustee [[list additional trust accounts]] for the Class [    ]([    ]-[    ]) notes for the benefit of the related noteholders.]

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Derivative Agreements

DCENT may enter into derivative agreements for certain tranches of the DiscoverSeries notes as a source of funds to pay principal of or interest on those notes. Any amounts received by DCENT under such derivative agreements will be deposited directly into the interest funding subaccount for the tranche receiving the benefit of such derivative agreement.

[The Class [    ]([    ]-[    ]) notes have the benefit of [one] [currency swap][interest rate swap][interest rate cap][interest rate collar] with [●], as counterparty, that obligates the counterparty to pay a guaranteed rate of return over a specified period. DCENT will receive payments from the counterparty in exchange for DCENT’s payments to it, to the extent required under the [currency swap][interest rate swap][interest rate cap][interest rate collar]. Payments received from the counterparty will be deposited directly into [the interest funding subaccount for the Class [    ]([    ]-[    ]) notes][For Currency Swap: the payment account for the Class [    ]([    ]-[    ]) notes].

[Add name, organizational form and general character of the business of any derivative counterparty to the extent required. Describe the operation and material terms of any derivative agreement, including limits on amount and timing of payments. Describe material provisions regarding the substitution of the derivative counterparty.] [Based on a reasonable good faith estimate of maximum probable exposure, the significance percentage of the derivative agreement is [less than 10%][at least 10% but less than 20%][20% or more]. [Disclose other information regarding the derivative counterparty as required, including, but not limited to, a description of any material affiliations or business agreements/arrangements with any other material transaction party.]]

[Discover Bank [and Discover Funding LLC are affiliates of][is] the counterparty for the Class [    ]([    ]-[    ]) notes.]

[Supplemental Credit Enhancement Agreement]

[DCENT may enter into supplemental credit enhancement agreements for certain tranches of the DiscoverSeries notes as a source of funds to pay principal of or interest on those notes. Any amounts received by DCENT under such supplemental credit enhancement agreements will be deposited directly into the interest funding subaccount for the tranche receiving the benefit of such supplemental credit enhancement agreement.]

[The Class [    ]([    ]-[    ]) notes have the benefit of a “supplemental credit enhancement agreement.”]

[Add name, organizational form and general character of the business of any supplemental credit enhancement or liquidity provider to the extent required. Describe the operation and material terms of any supplemental credit enhancement or liquidity agreement, including amount and timing of payments. Describe material provisions regarding the substitution of the supplemental credit enhancement or liquidity provider.] [Disclose other information regarding the supplemental credit enhancement provider as required, including, but not limited to, a description of any material affiliations or business agreements/arrangements with any other material transaction party.]

[Discover Bank [and Discover Funding LLC are affiliates of][is] the provider of the supplemental credit enhancement agreement.]

[Supplemental Liquidity Agreement]

DCENT may enter into supplemental liquidity agreements for certain tranches of the DiscoverSeries notes as a source of funds to pay principal of or interest on those notes. Any amounts received by DCENT under such supplemental liquidity agreements will be deposited directly into the interest funding subaccount for the tranche receiving the benefit of such supplemental liquidity agreement.

[The Class [    ]([    ]-[    ]) notes have the benefit of a “supplemental liquidity agreement.”]

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[Add name, organizational form and general character of the business of any derivative counterparty to the extent required. Describe the operation and material terms of any supplemental liquidity agreement, including limits on amount and timing of payments. Describe material provisions regarding the substitution of the supplemental liquidity counterparty.] [Based on a reasonable good faith estimate of maximum probable exposure, the significance percentage of the supplemental liquidity agreement is [less than 10%][at least 10% but less than 20%][20% or more]. [Disclose other information regarding the supplemental liquidity counterparty as required, including, but not limited to, a description of any material affiliations or business agreements/arrangements with any other material transaction party.]]

[Discover Bank [and Discover Funding LLC are affiliates of][is] the provider of the supplemental liquidity agreement.]

Credit Enhancement

Credit enhancement is provided to the Class [    ]([    ]-[    ]) notes in the form of [the subordination of the [Class B notes,][Class C notes][and Class D notes], [a cash collateral account], [a letter of credit], [a reserve account], [a surety bond], [an insurance policy], [a collateral interest]. Any form of credit enhancement may be structured so as to be drawn upon by more than one class or tranche of notes to the extent described in this prospectus.

[INSERT DESCRIPTION OF THE FOLLOWING:

• the amount available under the credit enhancement;

• any conditions to payment;

• the circumstances under which the credit enhancement will be available;

• the classes or tranches of the series that will receive the direct benefit of the credit enhancement;

• the conditions, if any, under which the amount available under the credit enhancement may be terminated, reduced or replaced;

• the source of funds for payment to the credit enhancement provider;

• if applicable, how the credit enhancement provider will be repaid; and

• other material provisions of the related credit enhancement agreement.]

Credit enhancement will generally not provide protection against all risks of loss and will not guarantee repayment of the entire stated principal amount of the Class [    ]([    ]-[    ]) notes and the related interest. If losses occur which exceed the amount covered by the credit enhancement or which are not covered by the credit enhancement, or if the credit enhancement provider fails to make required payments, noteholders will bear their allocable share of those losses.

Subordination. [For Class A: The Class A notes are not subordinated in right of payment of principal and interest to any other class of notes.]

[For Class B: The Class B([    ]-[    ]) notes are subordinated in right of payment of principal and interest to the Class A notes of the DiscoverSeries and provide loss protection to those Class A notes, regardless of whether the Class B([    ]-[    ]) notes are issued before, at the same time as or after the Class A notes of the DiscoverSeries. Principal amounts allocable to the Class B notes may be applied to make interest payments on the Class A notes of the DiscoverSeries or to pay servicing fees on the receivables. Although the amount of loss protection provided by the Class B([    ]-[    ]) notes is limited to their proportionate share of the required subordinated amount of Class B

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notes for the Class A notes of the DiscoverSeries and may vary over time, at any time it is possible that the entire nominal liquidation amount of the Class B([    ]-[    ]) notes will provide loss protection to the Class A notes of the DiscoverSeries. The note issuance trust may issue additional senior notes from time to time that increase the extent to which the Class B([    ]-[    ]) notes provide loss protection to the Class A notes of the DiscoverSeries and you will have no right to consent to, or object to, any such issuance of senior notes.]

[For Class C: The Class C([    ]-[    ]) notes are subordinated in right of payment of principal and interest to the Class A and Class B notes of the DiscoverSeries and provide loss protection to those Class A and Class B notes, regardless of whether the Class C([    ]-[    ]) notes are issued before, at the same time as or after the Class A notes and Class B notes of the DiscoverSeries. Principal amounts allocable to the Class C notes may be applied to make interest payments on the Class A and Class B notes of the DiscoverSeries or to pay servicing fees on the receivables. Although the amount of loss protection provided by the Class C([    ]-[    ]) notes is limited to their proportionate share of the required subordinated amounts of Class C notes for the Class A and Class B notes of the DiscoverSeries and may vary over time, at any time it is possible that the entire nominal liquidation amount of the Class C([    ]-[    ]) notes will provide loss protection to the Class A and Class B notes of the DiscoverSeries. The note issuance trust may issue additional senior notes from time to time that increase the extent to which the Class C([    ]-[    ]) notes provide loss protection to the Class A and Class B notes of the DiscoverSeries and you will have no right to consent to, or object to, any such issuance of senior notes.]

For more information about subordination in the DiscoverSeries, including (i) if subordination may apply only in the event of certain types of losses not covered by another credit enhancement; (ii) the circumstances in which such subordination will apply, (iii) the manner, if any, in which the amount of subordination will decrease over time and (iv) the conditions under which amounts available from payments that would otherwise be made to holders of those subordinated notes will be distributed to holders of the senior notes, see “The Notes — Subordination,” “—Required Subordinated Amount and Usage” and “—Principal Payment on Subordinated Notes.”

Reserve Account. An accumulation reserve subaccount will be created for each tranche of notes in the DiscoverSeries that has an accumulation period in which Principal Amounts are deposited in a principal funding subaccount pending distribution to investors, including the Class [    ]([    ]-[    ]) notes. A Class C reserve subaccount may be created for each tranche of Class C notes in the DiscoverSeries. A Class D reserve subaccount may be created for any tranche of Class D notes in the DiscoverSeries. [Describe additional reserve accounts if applicable to the Class [    ]([    ]-[    ]) notes.] Any such reserve account will be funded, to the extent required, by [an initial cash deposit][periodic deposits of Series Finance Charge Amounts or [OTHER AMOUNTS] as specified in the cash flows for the DiscoverSeries]. The funds on deposit in any reserve account will be invested in Permitted Investments. The amount available to be applied from a reserve account on any distribution date will be the amount available in the reserve account for such distribution date. Funds on deposit in a reserve account that exceed the amount required to be on deposit may be withdrawn in accordance with the cash flows of the DiscoverSeries. See “Deposits and Allocation of Funds for DiscoverSeries Notes — Cash Flows.”

[Cash Collateral Account. The Class [    ]([    ]-[    ]) notes have the benefit of a cash collateral account. The cash collateral account will be [fully][partially funded] on the Expected Issuance Date and the funds on deposit therein may be invested in Permitted Investments. The amount available to be withdrawn from a cash collateral account on any distribution date will be the amount available in the cash collateral account for such distribution date. [Describe circumstances under which withdrawals will be made from the cash collateral account.]

[Letter of Credit. The Class [    ]([    ]-[    ]) notes are supported by a letter of credit. The letter of credit will be issued by [●]. Subject to [SET FORTH ANY TERMS AND CONDITIONS TO ISSUANCE], the letter of credit issuer will be obligated to honor drawings under a letter of credit in an aggregate dollar amount, net of unreimbursed payments thereunder, equal to [●]. The amount available under a letter of credit will be reduced to the extent of the unreimbursed payments thereunder. [Insert additional information to be provided as material.]]

[Surety Bond. A surety bond will be purchased for the benefit of the holders of the Class [    ]([    ]-[    ]) notes. Any such surety bond will assure distributions of interest or principal for the Class [    ]([    ]-[    ]) notes in the manner and amount specified below. [INSERT SPECIFIC TERMS OF SURETY BOND] [Insert additional information to be provided as material.]]

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[Insurance Policy. Insurance for the Class [    ]([    ]-[    ]) notes will be provided by [insert name of insurance company]. Any such insurance will guarantee, for the Class [    ]([    ]-[    ]) notes, distributions of interest or principal in the following manner and amount: [●]. [Insert additional information to be provided as material.]]

[Collateral Interests. Support for the Class [    ]([    ]-[    ]) notes will be provided initially by an interest in DCENT, called a collateral interest, in an amount equal to [●]. The Class [    ]([    ]-[    ]) notes will also have the benefit of a cash collateral account with an initial amount on deposit in such account equal to [●], which will be increased (i) to the extent Discover Funding LLC elects to apply Principal Amounts allocable to the collateral interest to decrease the collateral interest, (ii) to the extent Principal Amounts allocable to the collateral interest are required to be deposited into the cash collateral account due to [●] and (iii) to the extent excess collections of Finance Charge Amounts are required to be deposited into the cash collateral account due to [●]. The total amount of the credit enhancement available pursuant to the collateral interest and, if applicable, the cash collateral account will be the lesser of the sum of the collateral interest and the amount on deposit in the cash collateral account and [●]. [DESCRIBE any circumstances under which payments which otherwise would be made to holders of the collateral interest will be distributed to the noteholders and, if applicable, the circumstances under which payment will be made under the cash collateral account.]

Sale of Receivables

If any tranche of DiscoverSeries notes, including the Class [    ]([    ]-[    ]) notes, has an event of default and is accelerated before its legal maturity date, the indenture trustee may direct the master trust to sell receivables, or interests therein, if the conditions described in “The Notes — Events of Default” and “—Remedies Following an Event of Default” are satisfied, and for subordinated notes, only to the extent that payment is permitted by the subordination provisions for the senior notes of the DiscoverSeries. This sale will take place at the option of the indenture trustee or at the direction of the holders of a majority of aggregate Outstanding Dollar Principal Amount of notes of the affected tranche subject to the conditions described under “The Notes — Remedies Following an Event of Default.”

Any sale of receivables for a subordinated tranche of notes in the DiscoverSeries, [including [the Class B([    ]-[    ]) notes][the Class C([    ]-[    ]) notes]] may be delayed until (1) the senior classes of notes of the DiscoverSeries are prefunded sufficiently, (2) enough notes of senior classes are repaid or (3) new subordinated notes have been issued, in each case, to the extent that the subordinated tranche is no longer needed to provide the required subordination for the senior notes of that series.] In the DiscoverSeries if a senior tranche of notes directs a sale of receivables, then after the sale, that tranche will no longer be entitled to subordination from subordinated classes of notes of the same series.

If principal of or interest on a tranche of notes has not been paid in full on its legal maturity date, the master trust will automatically be required to sell receivables on that date or promptly following that date regardless of the subordination requirements of any senior classes of notes. Proceeds from the sale and amounts on deposit in the interest funding subaccount and the principal funding subaccount related to that tranche will, subject to the limitations described in the following paragraphs, be immediately paid to the noteholders of that tranche.

The principal amount of receivables designated for sale will not exceed, and may be less than, the Nominal Liquidation Amount of, plus any accrued, past due and additional interest on, the related series, class or tranche of notes, subject to certain limitations. The Nominal Liquidation Amount of that series, class or tranche of notes will be automatically reduced to zero upon such sale even if the proceeds of that sale are not enough to pay all remaining amounts due on the notes. After the sale, no Series Principal Amounts or Series Finance Charge Amounts will be allocated to that series, class or tranche of notes, nor will any similar amounts be reallocated to the applicable series, class or tranche from other series of master trust certificates or other series of notes. Noteholders of that series, class or tranche will receive the proceeds of the sale but no more than the Outstanding Dollar Principal Amount of their notes (or the outstanding principal amount, if converted to foreign currency), plus any past due, accrued and additional interest on such series, class or tranche of notes. The notes of that series, class or tranche are no longer outstanding under the indenture or the indenture supplement once the sale occurs.

After giving effect to a sale of assets for a series, class or tranche of notes, the amount of proceeds on deposit in a principal funding account or subaccount may be less than the Outstanding Dollar Principal Amount of

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that series, class or tranche of notes. This deficiency can arise because the Nominal Liquidation Amount of that series, class or tranche was reduced before the sale of receivables or because the sale price for the receivables was less than the Outstanding Dollar Principal Amount and accrued, past due and additional interest. These types of deficiencies will not be reimbursed.

Neither Discover Funding LLC nor its affiliates may bid for or purchase receivables in any sale of receivables described in this section.

Limited Recourse to DCENT; Security for the Notes

The sole sources of payment of principal of and interest or accreted discount on any DiscoverSeries notes, including the Class [    ]([    ]-[    ]) notes, prior to an event of default and acceleration or the legal maturity are:

• the portion of the Series Principal Amounts and Series Finance Charge Amounts allocated to the DiscoverSeries and available in accordance with the cash flows, including any such funds reallocated to the DiscoverSeries from any other series of master trust certificates and other series of notes;

• funds on deposit in various note issuance trust accounts for the DiscoverSeries; [and]

• investment income on certain funds on deposit in certain of such trust accounts for the DiscoverSeries; [and]

• [rights to payment under any applicable derivative agreement, supplemental credit enhancement agreement or supplemental liquidity agreement for your tranche of notes, if applicable.

However, if there is a sale of receivables in the master trust (i) following an event of default and acceleration for a tranche of DiscoverSeries notes and subject to any restrictions relating to required subordinated amounts or (ii) on the legal maturity date of a tranche of DiscoverSeries notes, as described in “—Sale of Receivables,” you will have recourse only to (1) the proceeds of that sale allocable to such tranche and (2) any amounts then on deposit in DCENT accounts allocated to and held for the benefit of such tranche.

Noteholders will have no recourse to any other assets of DCENT or the master trust, or any other person or entity for the payment of principal of or interest on the notes.

Each series of notes, including the DiscoverSeries, will be secured by a security interest in the assets in DCENT, including the collection account, but each series of notes, including the DiscoverSeries, is entitled to the benefits of only that portion of those assets allocable to it under the indenture and the applicable indenture supplement. Therefore, only a portion of the collections allocated to DCENT may be available to the DiscoverSeries notes.

The Class [    ]([    ]-[    ]) notes are also secured by a security interest in the applicable principal funding subaccount, the applicable interest funding subaccount, the applicable accumulation reserve subaccount [For Class C Notes: and the applicable Class C reserve subaccount] [and,] in each case, any other applicable supplemental account, [and by a security interest in [the derivative agreement][supplemental credit enhancement agreement][supplemental liquidity agreement].

The Notes

The following discussion and the discussions under “The Indenture” summarize the material terms of the Class [    ]([    ]-[    ]) notes, the indenture and the indenture supplement for the DiscoverSeries notes. The indenture supplement will be supplemented by terms documents relating to the issuance of the Class [    ]([    ]-[    ]) notes in the DiscoverSeries. In this prospectus, references to the indenture supplement will include the terms documents relating to the issuance of the Class [    ]([    ]-[    ]) notes unless the context otherwise requires.

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General

The indenture permits the note issuance trust to issue multiple series of notes, each series of which will be issued pursuant to the indenture and an indenture supplement. Neither the indenture nor the indenture supplement limits the aggregate stated principal amount of notes that may be issued. Each series of notes will represent a contractual debt obligation of DCENT that will be in addition to the debt obligations of DCENT represented by any other series of notes. The Class [    ]([    ]-[    ]) notes issued under this prospectus will be part of the DiscoverSeries. Holders of the Class [    ]([    ]-[    ]) notes will not have the right to prior review of, or consent to, any subsequent issuance of notes.

Most series of notes are expected to consist of multiple classes of notes. A class designation determines the relative seniority for receipt of cash flows and reimbursement of the portion of charged-off receivables allocated to the collateral certificate that are further allocated to the related series of notes. For example, a class of subordinated notes provides credit enhancement for a class of senior notes of that series. Some series will be multiple tranche series, meaning they have classes consisting of multiple discrete issuances called “tranches.” Whenever a “class” of notes is referred to in this prospectus, it also includes all tranches of that class, unless the context otherwise requires. Unless otherwise specified, the descriptions in this prospectus relate to the DiscoverSeries.

The DiscoverSeries consists of Class A notes, Class B notes, Class C notes and Class D notes. Each class of notes in the DiscoverSeries may consist of multiple tranches and the Class [    ]([    ]-[    ]) notes are a tranche of the Class [    ] notes. Additional Class [    ] notes may be issued on any date so long as there is sufficient credit enhancement on that date, either in the form of outstanding subordinated notes or other forms of credit enhancement. See “—Issuances of New Series, Classes and Tranches of Notes.” Each tranche within a class may have different interest rates, expected maturity dates, legal maturity dates, required subordinated amounts and other features.

DiscoverSeries notes may be denominated in U.S. dollars or a foreign currency. The Class [    ]([    ]-[    ]) notes are denominated in [U.S. dollars][●].

The indenture allows DCENT to “reopen” or increase the outstanding principal amount of a tranche of DiscoverSeries notes without notice by selling additional DiscoverSeries notes of that tranche with the same terms. Those additional notes will be treated, for all purposes, like the initial notes except that any new notes may begin to accrue interest at a different date. DCENT will not have to satisfy all the conditions to issuance described in “—Issuances of New Series, Classes and Tranches of Notes” to issue additional notes in a tranche, but will have to satisfy any such conditions relating to required subordinated amounts and funding of the reserve accounts, if applicable.

As of the date of this prospectus, the Series 2007-CC collateral certificate is the only outstanding collateral certificate pledged under the indenture. Initially, all collections and other income, servicing fees and charged-off receivables allocated by the master trust to the collateral certificate will be allocated to the DiscoverSeries notes. If DCENT issues additional series of notes, each series of notes will be allocated a proportionate share of these amounts based on the Nominal Liquidation Amount of the notes in the series. If additional collateral certificates are transferred to DCENT, amounts allocated under those collateral certificates will be similarly allocated to each series of notes.

The master trust will also make a proportionate share of excess Finance Charge Collections, interchange and Principal Collections from any other series of master trust certificates and other series of notes available to the note issuance trust through the collateral certificate to cover any shortfalls in funds with respect to the DiscoverSeries notes.

[The Class [    ]([    ]-[    ]) notes have the benefit of [a derivative agreement][an interest rate swap][a currency swap][a cap][a collar] with [COUNTERPARTY].][The Class [    ]([    ]-[    ]) notes also have the benefit of a [supplemental credit enhancement agreement][supplemental liquidity agreement].][For additional information about the [derivative agreement][supplemental credit enhancement agreement][supplemental liquidity agreement], see “Sources of Funds to Pay the Notes — [Derivative Agreements][Supplemental Credit Enhancement Agreements][Supplemental Liquidity Agreements]” in this prospectus.]

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DCENT will pay principal of and interest or accreted discount on the DiscoverSeries notes, including the Class [    ]([    ]-[    ]) notes, solely from the Series Principal Amounts and Series Finance Charge Amounts allocated to the DiscoverSeries and available in accordance with the cash flows, including any such funds reallocated to the collateral certificate from any other series of master trust certificates or other series of notes, funds on deposit in various note issuance trust accounts for the DiscoverSeries [,][and] investment income on funds on deposit in certain of such trust accounts for the DiscoverSeries [and rights to payment under the [derivative agreement][supplemental credit enhancement agreement][supplemental liquidity agreement], and in the case of a sale of a portion of the receivables supporting the collateral certificate following an event of default and acceleration or the legal maturity date of the Class [    ]([    ]-[    ]) notes, the proceeds from such sale allocated to the Class [    ]([    ]-[    ]) notes. If those sources are not sufficient to pay principal of or [interest][accreted discount] on the Class [    ]([    ]-[    ]) notes, the Class [    ]([    ]-[    ]) noteholders will have no recourse to any assets in DCENT or the master trust, or any other person or entity for the payment of principal of or [interest][accreted discount] on the Class [    ]([    ]-[    ]) notes.

A note is not a deposit and neither the Class [    ]([    ]-[    ]) notes nor any underlying collateral certificate or receivables are insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

Interest

[For floating rate notes: The Class [    ]([    ]-[    ]) notes will accrue interest at a rate equal to LIBOR [+/-] [●]% per year. “LIBOR” will mean the London interbank offered rate for [one-month][three-month] United States dollar deposits determined two business days before the start of each interest accrual period, as appearing on Reuters Screen LIBOR01 as of 11:00 a.m., London time, on such day. If that rate does not appear on Reuters Screen LIBOR01, the indenture trustee will determine the rate on the basis of the rates for [one-month][three-month] United States dollar deposits offered by major banks in the London interbank market, selected by the indenture trustee, at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market. If LIBOR cannot be determined in accordance with these procedures, LIBOR will be the rate determined on the prior determination date.

The indenture trustee will calculate floating interest rates based on LIBOR for the Class [    ]([    ]-[    ]) notes [monthly][quarterly].] Interest will be calculated on the outstanding dollar principal amount of the notes for the period from and including the preceding interest payment date (or for the first interest payment date, from and including the issuance date for the notes) to but excluding the current interest payment date on the basis of the actual number of days elapsed and a 360-day year.]

[For notes which are not discount notes or zero-coupon notes: Interest will accrue on the Class [    ]([    ]-[    ]) notes from the Expected Issuance Date at the interest rate set forth on the cover of this prospectus, which is a [fixed][floating][specify if any other type of rate] interest rate. Interest on the Class [    ]([    ]-[    ]) notes will be due and payable on the [15^th] day of each [month], or the next business day, beginning in [●]. In this prospectus, we refer to each such date as an “interest payment date.”] If the interest payment dates for any notes occur less frequently than monthly[, including for the Class [    ]([    ]-[    ]) notes], interest will be deposited in an interest funding subaccount for such classes of notes, including the Class [    ]([    ]-[    ]) notes, pending distribution. The interest funding subaccount will be established under the indenture supplement for the notes, including the Class [    ]([    ]-[    ]) notes. Interest payments or deposits will be funded from Series Finance Charge Amounts and Reallocated Finance Charge Amounts, if any, allocated to the DiscoverSeries for the preceding month, from any applicable credit enhancement, if necessary (including, for interest on senior classes of notes, Series Principal Amounts that are allocable to the subordinated notes, as applicable) and from [SPECIFY OTHER AMOUNTS, IF ANY]. [For notes which have the benefit of a derivative agreement: Amounts allocated to the Class [    ]([    ]-[    ]) notes may be applied to make payments to the swap counterparty and amounts received from the swap counterparty may be applied to pay interest on the Class [    ]([    ]-[    ]) notes [DESCRIBE MANNER FOR SWAP PAYMENTS AND RECEIPTS].

[Specify whether the Class [    ]([    ]-[    ]) notes receives any additional interest and how it is to be calculated.]

[For discount notes: The Class [    ]([    ]-[    ]) notes will be issued at a price less than 100% of the Stated Principal Amount payable on the expected maturity date of the Class [    ]([    ]-[    ]) notes. Until the expected maturity date for the Class [    ]([    ]-[    ]) notes, accreted principal will be capitalized as part of the principal of the Class [    ]([    ]-[    ])

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notes and reinvested in the assets of DCENT, so long as an early redemption event or an event of default and acceleration for the Class [    ]([    ]-[    ]) notes has not occurred. [If applicable, specify the interest rate to be borne by such tranche of discount notes after an event of default or after its expected maturity date.]]

Each payment of interest on the Class [    ]([    ]-[    ]) notes will include all interest accrued from the preceding interest payment date — or, for the first interest accrual period, from the Expected Issuance Date — through the day preceding the current interest payment date. Interest on the Class [    ]([    ]-[    ]) notes will be due and payable on each interest payment date.

If interest on the Class [    ]([    ]-[    ]) notes is not paid within 35 days after such interest is due and payable, an event of default will occur for the Class [    ]([    ]-[    ]) notes[for foreign currency notes only:; provided that the failure to pay interest on the Class [    ]([    ]-[    ]) notes will not be an event of default if the U.S. dollar amount required to be applied to interest and converted to such foreign currency has been so applied and converted]. See “—Events of Default.”

Principal

Principal of the Class [    ]([    ]-[    ]) notes will be due and payable on the [15^th] day of each [month], or the next business day, beginning in [●]. We refer in this prospectus to each date on which a principal payment is made as a “principal payment date,” and we refer to the date of the last or only scheduled principal payment for the Class [    ]([    ]-[    ]) notes as its “expected maturity date.” We refer to the date on which the note issuance trust is legally required to make the final principal payment for the Class [    ]([    ]-[    ]) notes as its “legal maturity date.”

Principal of the Class [    ]([    ]-[    ]) notes may be paid later than its expected maturity date if sufficient funds are not allocated for principal payments from the assets in DCENT securing DiscoverSeries notes in accordance with the cash flows. Additionally, DCENT will deposit funds for payment of principal of the Class [    ]([    ]-[    ]) notes on its expected maturity date [for subordinated notes only: only to the extent that payment is permitted by the subordination provisions of the indenture supplement]. It is not an event of default if the Stated Principal Amount of the Class [    ]([    ]-[    ]) notes is not paid on its expected maturity date. However, if the Stated Principal Amount of the Class [    ]([    ]-[    ]) notes is not paid in full by its legal maturity date, an event of default will occur for the Class [    ]([    ]-[    ]) notes; provided, however, that it is not an event of default if the Outstanding Dollar Principal Amount of the Class [    ]([    ]-[    ]) notes has been paid [(or converted to foreign currency and paid)] to the Class [    ]([    ]-[    ]) noteholders by such date. See “—Events of Default.” If the Stated Principal Amount of the Class [    ]([    ]-[    ]) notes is not paid on its expected maturity date, an early redemption event for the Class [    ]([    ]-[    ]) notes will occur. See “—Redemption and Early Redemption of Notes — Early Redemption Events.”

Principal of the Class [    ]([    ]-[    ]) notes may be paid earlier than its expected maturity date if an early redemption event, an event of default and acceleration, or a cleanup call occurs. See “—Redemption and Early Redemption of Notes — Early Redemption Events” and “—Cleanup Calls.” See “Risk Factors” for a discussion of factors that may affect the timing of principal payments on the Class [    ]([    ]-[    ]) notes.

Stated Principal Amount, Outstanding Dollar Principal Amount, Adjusted Outstanding Dollar Principal Amount and Nominal Liquidation Amount

The Class [    ]([    ]-[    ]) notes have a Stated Principal Amount, an Outstanding Dollar Principal Amount, an Adjusted Outstanding Dollar Principal Amount and a Nominal Liquidation Amount.

Stated Principal Amount

The “Stated Principal Amount” of the Class [    ]([    ]-[    ]) notes is the amount that is stated on the face of the Class [    ]([    ]-[    ]) notes to be payable to the holders of the notes of that tranche. The Class [    ]([    ]-[    ]) notes are denominated in [U.S. dollars][identify other foreign currency].

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Outstanding Dollar Principal Amount

[For a tranche of U.S. dollar notes: The “Outstanding Dollar Principal Amount” is the initial dollar principal amount of the Class [    ]([    ]-[    ]) notes, as set forth on the cover of this prospectus, minus principal payments to the noteholders of the Class [    ]([    ]-[    ]) notes. [For a tranche of foreign currency notes: The Outstanding Dollar Principal Amount is the U.S. dollar equivalent of the initial principal amount of the Class [    ]([    ]-[    ]) notes as set forth on the cover of this prospectus, which equals $[●], minus dollar payments made to derivative counterparties with respect to the notional amount of the swap or, in the event the derivative agreement is non-performing, minus dollar payments converted into the applicable currency to make payments to noteholders, each with respect to principal for the Class [    ]([    ]-[    ]) notes]. [For a tranche of discount notes: The Outstanding Dollar Principal Amount is [the amount stated on the cover of this prospectus][determined by the following formula: [●].] The Outstanding Dollar Principal Amount will be reduced by the net losses of principal of funds on deposit in the related principal funding subaccount for the Class [    ]([    ]-[    ]) notes, if any. [For a tranche of discount notes: The Outstanding Dollar Principal Amount of the Class [    ]([    ]-[    ]) notes will increase over time as principal accretes on the Class [    ]([    ]-[    ]) notes.] The Outstanding Dollar Principal Amount of the Class [    ]([    ]-[    ]) notes will decrease as a result of each payment of principal of the Class [    ]([    ]-[    ]) notes, and will increase as a result of any issuance of additional notes of that tranche.

Adjusted Outstanding Dollar Principal Amount

The “Adjusted Outstanding Dollar Principal Amount” of the Class [    ]([    ]-[    ]) notes is the Outstanding Dollar Principal Amount of all outstanding Class [    ]([    ]-[    ]) notes, less any funds on deposit in the principal funding subaccount for the Class [    ]([    ]-[    ]) notes. The Adjusted Outstanding Dollar Principal Amount of the Class [    ]([    ]-[    ]) notes will decrease as a result of each deposit into the principal funding subaccount for the Class [    ]([    ]-[    ]) notes and will increase at any time prefunded deposits are released from the principal funding subaccount and reinvested in the collateral certificate.

Nominal Liquidation Amount

The “Nominal Liquidation Amount” of the Class [    ] notes or Class [    ]([    ]-[    ]) notes is a U.S. dollar amount based on the initial Outstanding Dollar Principal Amount of that class or tranche of notes minus some reductions — including reductions due to [for subordinated notes only: (1) reallocations of Series Principal Amounts allocable to tranches of subordinated notes to pay interest on senior classes and servicing fees], [(1)][(2)] allocations [and reallocations] of the share of charged-off receivables allocated to the collateral certificate and [(2)][(3)] deposits in a principal funding subaccount for or payments of principal of such class or tranche of notes — plus some increases described below. The Nominal Liquidation Amount of a series of notes is equal to the sum of the Nominal Liquidation Amounts of all classes or tranches of notes of that series, without duplication. The Nominal Liquidation Amount for the Class [    ]([    ]-[    ]) notes correlates to the Class [    ]([    ]-[    ]) notes’ share of the investor interest in receivables represented by the collateral certificate.

The Nominal Liquidation Amount of the Class [    ]([    ]-[    ]) notes may be reduced as follows:

• if Series Finance Charge Amounts are insufficient to reimburse all charged-off receivables allocated to the collateral certificate and reallocated to the DiscoverSeries notes, the Nominal Liquidation Amount of the DiscoverSeries notes will be reduced as described in “Deposits and Allocation of Funds for Discover-Series Notes — Cash Flows.”

• [for subordinated notes only: if Series Principal Amounts are reallocated from subordinated notes to pay interest, swap payments or accreted discount for senior notes in the DiscoverSeries or any servicing fee shortfall, the Nominal Liquidation Amount of those subordinated notes will be reduced by the amount of the reallocations as described in “Deposits and Allocation of Funds for DiscoverSeries Notes — Cash Flows.”]

• the Nominal Liquidation Amount of the Class [    ]([    ]-[    ]) notes will be reduced by the amount deposited in its principal funding subaccount.

• upon a sale of receivables after an event of default and acceleration or on the legal maturity date of the Class [    ] notes or the Class [    ]([    ]-[    ]) notes, the Nominal Liquidation Amount of such class or tranche of notes will be automatically reduced to zero. See “Sources of Funds to Pay the Notes — Sale of Receivables.”

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The Nominal Liquidation Amount of the Class [    ]([    ]-[    ]) notes may be increased as follows:

• the Nominal Liquidation Amount of the Class [    ] notes or the Class [    ]([    ]-[    ]) notes will increase by an amount equal to the principal amount of any additional notes of that class or tranche issued after the Expected Issuance Date.

• [for discount notes only: the Nominal Liquidation Amount will increase over time as the note issuance trust withdraws Series Finance Charge Amounts or Reallocated Finance Charge Amounts, if any, allocated for accreted discount from the applicable interest funding subaccount and pays them to Discover Funding LLC in exchange for the transfer of an increased interest in the collateral certificate.]

• the Nominal Liquidation Amount will increase if Series Finance Charge Amounts or Reallocated Finance Charge Amounts, if any, are available to reimburse earlier reductions in the Nominal Liquidation Amount. The Series Finance Charge Amounts or Reallocated Finance Charge Amounts will be allocated to reimburse the Nominal Liquidation Amount first to the Class A notes, then to the Class B notes, then to the Class C notes and finally to the Class D notes, as described in “Deposits and Allocation of Funds for DiscoverSeries Notes — Cash Flows.”

• the Nominal Liquidation Amount will increase due to reallocation of reductions in the Nominal Liquidation Amount from the Class [    ] notes or the Class [    ]([    ]-[    ]) notes to a subordinated class or tranche.

• [ for any tranche of Class C notes: the Nominal Liquidation Amount will increase if it is reimbursed from funds on deposit in the Class C reserve subaccount established for the benefit of the Class C([    ]-[    ]) notes.]

• [ for any tranche that has the benefit of the supplemental credit enhancement agreement: the Nominal Liquidation Amount will increase if it is reimbursed under the [identify specific supplemental credit enhancement agreement.]

Series Finance Charge Amounts allocated to the DiscoverSeries notes for each month will be applied to reimburse the DiscoverSeries’ share of charged-off receivables allocated to the collateral certificate. If Series Finance Charge Amounts are sufficient to cover these amounts, the Nominal Liquidation Amount of the DiscoverSeries notes will not be reduced. Remaining Series Finance Charge Amounts will then be applied to reimburse earlier reductions in the Nominal Liquidation Amounts, first for the Class A notes, then for the Class B notes, then for the Class C notes and finally for the Class D notes. If the DiscoverSeries notes receive any Reallocated Finance Charge Amounts from any other series of master trust certificates or other series of notes, these Reallocated Finance Charge Amounts will be applied to reimburse the DiscoverSeries’ share of charged-off receivables and earlier reductions in Nominal Liquidation Amounts in the same priority as described above.

In most circumstances, the Nominal Liquidation Amount of the Class [    ]([    ]-[    ]) notes, together with any accumulated funds on deposit in the related principal funding subaccount, will be equal to the Outstanding Dollar Principal Amount of the Class [    ]([    ]-[    ]) notes. However, if the note issuance trust reduces the Nominal Liquidation Amount of the Class [    ]([    ]-[    ]) notes because of losses due to charged-off receivables allocated to the collateral certificate, [for subordinated tranches only: reallocation of those losses from senior notes to subordinated notes, or the application of Series Principal Amounts that are allocable to subordinated notes to pay shortfalls in senior notes’ interest, [swap payments][accreted discount] and to pay servicing fee shortfalls,] it will reduce the Nominal Liquidation Amount for the Class [    ]([    ]-[    ]) notes. Unless the deficit in the Nominal Liquidation Amount created by those reductions is reimbursed through the application of Series Finance Charge Amounts, reallocation of losses to subordinated notes, Reallocated Finance Charge Amounts, if any, [for Class C only: or funds on deposit in

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the applicable Class C reserve subaccount] the Outstanding Dollar Principal Amount of the Class [    ]([    ]-[    ]) notes will exceed the sum of the Nominal Liquidation Amount for the Class [    ]([    ]-[    ]) notes and the amount on deposit in the related principal funding subaccount. In that circumstance, the Stated Principal Amount of the Class [    ]([    ]-[    ]) notes may not be paid in full and the holders of the Class [    ]([    ]-[    ]) notes may receive less than the full Stated Principal Amount of their notes.

The Nominal Liquidation Amount of the Class [    ]([    ]-[    ]) notes may not be reduced below zero and may not be increased above the Outstanding Dollar Principal Amount of the Class [    ]([    ]-[    ]) notes, less any amounts on deposit in the applicable principal funding subaccount.

If, subject to the subordination and cleanup call provisions of the indenture and the indenture supplement, a note held by Discover Funding LLC, DCENT or any of their affiliates is canceled, the Nominal Liquidation Amount of that note is automatically reduced to zero.

Final Payment of the Notes

The holders of the Class [    ]([    ]-[    ]) notes will generally not receive payment of principal in excess of [for notes denominated in U.S. Dollars: the highest Outstanding Dollar Principal Amount of the Class [    ]([    ]-[    ]) notes][for notes denominated in foreign currency: any amount received by DCENT under a derivative agreement with respect to principal of the Class [    ]([    ]-[    ]) notes].

After an event of default and acceleration or on the legal maturity date of the Class [    ]([    ]-[    ]) notes, a portion of the receivables supporting the collateral certificate will be sold, generally in an aggregate amount not to exceed the Nominal Liquidation Amount of the Class [    ]([    ]-[    ]) notes, plus any past due, accrued and additional interest for the Class [    ]([    ]-[    ]) notes, subject to the subordination provisions of the indenture supplement (except with respect to a sale on the legal maturity date) and any further limitations specified in “—Remedies Following an Event of Default” and “Sources of Funds to Pay the Notes — Sale of Receivables.” The proceeds of that sale will be applied, first, to pay the outstanding principal amount of the Class [    ]([    ]-[    ]) notes and, second, to pay any accrued, past due and additional interest, if any, for the Class [    ]([    ]-[    ]) notes.

The Class [    ]([    ]-[    ]) notes will be considered to be paid in full, the holders of the Class [    ]([    ]-[    ]) notes will have no further right or claim against the note issuance trust, the master trust or their respective assets, and the note issuance trust and the master trust will have no further obligation or liability for principal or interest, on the earliest to occur of:

• the date of the payment in full of the Stated Principal Amount of and all accrued, past due and additional interest on the Class [    ]([    ]-[    ]) notes, as applicable;

• [ for foreign currency notes: the date on which the Outstanding Dollar Principal Amount of the Class [    ]([    ]-[    ]) notes is reduced to zero after giving effect to all deposits, allocations, reallocations, sales of receivables and payments to be made on that date, payment of all dollar amounts with respect to accrued past due and additional interest and conversions of all such amounts to foreign currency;]

• the legal maturity date for the Class [    ]([    ]-[    ]) notes after giving effect to all deposits, allocations, reallocations, sales of receivables and payments to be made on that date; or

• the date on which a sale of receivables has taken place for the Class [    ]([    ]-[    ]) notes, as described in “Sources of Funds to Pay the Notes — Sale of Receivables.”

Subordination

For the DiscoverSeries notes, payments of interest on and principal of the Class B notes, Class C notes and Class D notes are subordinated to such payments on the Class A notes. In addition, the Class B notes, Class C notes and Class D notes provide loss protection to the Class A notes.

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Similarly, for the DiscoverSeries notes, payments of interest on and principal of the Class C notes and the Class D notes are subordinated to such payments on the Class B notes. In addition, the Class C notes and the Class D notes provide loss protection to the Class B notes.

In the same manner, for the DiscoverSeries notes, payments of interest on and principal of the Class D notes are subordinated to such payments on the Class C notes. In addition, the Class D notes provide loss protection to the Class C notes.

The credit enhancement provided by the subordination of Class B notes, Class C notes and Class D notes affects cash flows in the following ways:

• the note issuance trust pays interest, [swap payments][accreted discount] for the Class A notes of the DiscoverSeries before it pays interest, [swap payments][accreted discount] for the Class B notes, Class C notes or Class D notes;

• the note issuance trust pays interest, [swap payments][accreted discount] for the Class B notes of the DiscoverSeries before it pays interest, [swap payments][accreted discount] for the Class C notes or Class D notes;

• the note issuance trust pays interest, [swap payments][accreted discount] for the Class C notes of the DiscoverSeries before it pays interest, [swap payments][accreted discount] for the Class D notes;

• the note issuance trust pays servicing fees for the collateral certificate before it pays interest, swap payments and accreted discount for the Class D notes;

• the note issuance trust deposits principal to pay or prefund Class A notes before it deposits principal for Class B notes, Class C notes or Class D notes;

• the note issuance trust deposits principal to pay or prefund Class B notes, before it deposits principal for Class C notes or Class D notes;

• the note issuance trust deposits principal to pay or prefund Class C notes, before it deposits principal for Class D notes;

• the note issuance trust uses Series Principal Amounts that are allocable to Class B, Class C and Class D to pay shortfalls in Class A interest, [swap payments][accreted discount] and to pay servicing fee shortfalls, and reduces the Nominal Liquidation Amount of each tranche of Class B notes, Class C notes and Class D notes by the amount of the tranche’s Series Principal Amounts that have been used in this way;

• the note issuance trust uses Series Principal Amounts that are allocable to Class C and Class D to pay shortfalls in Class B interest, [swap payments][accreted discount], and reduces the Nominal Liquidation Amount of each tranche of Class C notes and Class D notes by the amount of the tranche’s Series Principal Amounts that have been used in this way;

• the note issuance trust uses Series Principal Amounts that are allocable to Class D to pay shortfalls in Class C interest, [swap payments][accreted discount], and reduces the Nominal Liquidation Amount of each tranche of Class D notes by the amount of the tranche’s Series Principal Amounts that have been used in this way;

• the note issuance trust reallocates Class A losses due to charged-off receivables allocated to the collateral certificate to the Class B notes, Class C notes and Class D notes, and reduces the Nominal Liquidation Amount of each tranche of Class B notes, Class C notes and Class D notes by the amount of losses it reallocates to that tranche;

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• the note issuance trust reallocates Class B losses to Class C and Class D, including losses relating to the use of Series Principal Amounts allocable to Class B to pay shortfalls in Class A interest, [swap payments][accreted discount] and to pay servicing fee shortfalls and losses due to charged-off receivables allocated to the collateral certificate, and reduces the Nominal Liquidation Amount of each tranche of Class C notes and Class D notes by the amount of losses it reallocates to that tranche; and

• the note issuance trust reallocates Class C losses to Class D, including losses relating to the use of Series Principal Amounts allocable to Class C to pay shortfalls in Class A or Class B interest, [swap payments][accreted discount] and to pay servicing fee shortfalls and losses due to charged-off receivables allocated to the collateral certificate, and reduces the Nominal Liquidation Amount of each tranche of Class D notes by the amount of losses it reallocates to that tranche.

The priority of payments of interest and principal to the senior classes described above is not limited by the available subordinated amount of subordinated notes. For example, all Class A interest will be paid out of available funds before any Class B interest is paid, even if the Class B notes do not provide loss protection for a particular tranche of Class A notes or the available subordinated amount of Class B notes for each tranche of Class A notes has been reduced to zero. However, the use of Series Principal Amounts allocable to subordinated notes and the reallocation of losses to subordinated notes to pay interest, swap payments, accreted discount and servicing fees are each limited by the available subordinated amount of those notes for any tranche of senior notes. For more information, see “—Required Subordinated Amounts and Usage” below and “Deposits and Allocation of Funds for DiscoverSeries Notes — Cash Flows.”

The note issuance trust may only make deposits to pay principal of subordinated tranches of notes before payment in full of each senior class of notes if:

• the usage of those subordinated notes by any tranche of senior notes is zero and

• after giving effect to the proposed principal payment there is still a sufficient amount of subordinated notes to support the outstanding senior notes. For example, if a tranche of Class A notes has been repaid, this generally means that, unless other Class A notes are issued, at least some Class B notes, Class C notes and Class D notes may be repaid before their legal maturity dates even if other tranches of Class A notes are outstanding. Any repayments will be limited to the unencumbered amount of Class B notes, Class C notes and Class D notes;

• the principal funding subaccounts for all applicable tranches of senior classes of notes have been sufficiently prefunded as described in “Deposits and Allocation of Funds for DiscoverSeries Notes — Prefunding”; or

• new tranches of subordinated notes are issued or other forms of credit enhancement exist so that the subordinated notes that have reached their expected maturity dates are no longer necessary to provide the required subordination; or

• a tranche of subordinated notes reaches its legal maturity date.

Required Subordinated Amount and Usage

The required subordinated amount for a senior class or tranche of notes is the amount of subordinated notes that is required to be outstanding and available to provide subordination for that class or tranche of senior notes. If the required subordinated amount for all tranches is not outstanding and available, DCENT will not be able to issue new senior notes. DCENT will not, however, be obligated to issue additional subordinated notes to restore available subordination to an amount equal to the applicable required subordinated amount.

[For Class A: Required Subordinated Amount for Class A Notes. For the Class A([    ]-[    ]) notes, the Required Subordinated Amount of Class B Notes will equal [●]%, the Required Subordinated Amount of Class C Notes will equal [●]% and the Required Subordinated Amount of Class D Notes will equal [●]%, in each case, of

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the Nominal Liquidation Amount of that tranche of Class A notes, as adjusted from time to time. However, after an event of default and acceleration or after an early redemption event has occurred and is continuing for the Class A([    ]-[    ]) notes, the required subordinated amount of any subordinated class of notes will be the greater of

• the required subordinated amount of such subordinated class on that date; and

• the required subordinated amount of such subordinated class on the date immediately prior to that event of default or early redemption event.

The Required Subordinated Amount of Class B Notes, the Required Subordinated Amount of Class C Notes and the Required Subordinated Amount of Class D Notes for the Class A([    ]-[    ]) notes may be changed from time to time by DCENT, at the direction of the Depositor. However, each applicable note rating agency hired by the note issuance trust must confirm that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, including the Class A([    ]-[    ]) notes, in each case below the required ratings, or a withdrawal of any such ratings.]

[For Class B Notes: Required Subordinated Amount for Class B Notes. For the Class B([    ]-[    ]) notes, the Required Subordinated Amount of Class C Notes will equal

• [●]% of the encumbered portion of the Nominal Liquidation Amount of the Class B([    ]-[    ]) notes, plus

• [●]% of the unencumbered portion of the Nominal Liquidation Amount of the Class B([    ]-[    ]) notes,

and the Required Subordinated Amount of Class D Notes will equal

• [●]% of the encumbered portion of the Nominal Liquidation Amount of the Class B([    ]-[    ]) notes, plus

• [●]% of the unencumbered portion of the Nominal Liquidation Amount of the Class B([    ]-[    ]) notes,

in each case as adjusted from time to time.

When we refer to the “encumbered portion” of the Nominal Liquidation Amount of the Class B([    ]-[    ]) notes, we refer to the portion of the Nominal Liquidation Amount of the tranche that is providing credit enhancement to the Class A notes of the DiscoverSeries. For the Class B([    ]-[    ]) notes, the encumbered portion equals:

• the Nominal Liquidation Amount for the Class B([    ]-[    ]) notes, divided by

• the Nominal Liquidation Amount for all tranches of Class B notes in the DiscoverSeries, multiplied by

• the sum of the Required Subordinated Amount of Class B Notes for all Class A notes in the DiscoverSeries.

When we refer to the “unencumbered portion” of the Nominal Liquidation Amount of the Class B([    ]-[    ]) notes, we refer to the portion of the Nominal Liquidation Amount of the Class B([    ]-[    ]) notes that is not currently providing credit enhancement to the Class A notes of the DiscoverSeries, which is the Nominal Liquidation Amount of the Class B([    ]-[    ]) notes minus the encumbered portion of the Nominal Liquidation Amount of the Class B([    ]-[    ]) notes.

The Required Subordinated Amount of Class C Notes and the Required Subordinated Amount of Class D Notes for the Class B([    ]-[    ]) notes may be changed from time to time by DCENT, at the direction of the Depositor. However, each applicable note rating agency hired by the note issuance trust must confirm that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, including the Class B([    ]-[    ]) notes, in each case below the required ratings, or a withdrawal of any such ratings.]

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[For Class C: Required Subordinated Amount for Class C Notes. For the Class C([    ]-[    ]) notes, the Required Subordinated Amount of Class D Notes will equal

• [●]% of the portion of the Nominal Liquidation Amount of the Class C([    ]-[    ]) notes encumbered by Class A notes, plus

• [●]% of the portion of the Nominal Liquidation Amount of the Class C([    ]-[    ]) notes encumbered by Class B notes (but not encumbered by Class A notes), plus

• [●]% of the unencumbered portion of the Nominal Liquidation Amount of the Class C([    ]-[    ]) notes,

in each case as adjusted from time to time.

When we refer to the “encumbered portion” of the Nominal Liquidation Amount of the Class C([    ]-[    ]) notes, we refer to the portion of the Nominal Liquidation Amount of the Class C([    ]-[    ]) notes that is providing credit enhancement to the Class A notes and the Class B notes of the DiscoverSeries. For the Class C([    ]-[    ]) notes, the encumbered portion equals:

• the Nominal Liquidation Amount for the Class C([    ]-[    ]) notes, divided by

• the Nominal Liquidation Amount for all tranches of Class C notes in the DiscoverSeries, multiplied by

• the sum of the Required Subordinated Amount of Class C notes for all Class A notes that do not receive credit enhancement from any Class B notes in the DiscoverSeries and the Required Subordinated Amount of Class C notes for all Class B notes in the DiscoverSeries.

When we refer to the “unencumbered portion” of the Nominal Liquidation Amount of the Class C([    ]-[    ]) notes, we refer to the portion of the Nominal Liquidation Amount of the Class C([    ]-[    ]) notes that is not currently providing credit enhancement to the Class A notes or Class B notes of the DiscoverSeries, which is the Nominal Liquidation Amount of the Class C([    ]-[    ]) notes minus the encumbered portion of the Nominal Liquidation Amount of the Class C([    ]-[    ]) notes.

The Required Subordinated Amount of Class D Notes for the Class C([    ]-[    ]) notes may be changed from time to time by DCENT, at the direction of the Depositor. However, each applicable note rating agency hired by the note issuance trust must confirm that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, including the Class C([    ]-[    ]) notes, in each case below the required ratings, or a withdrawal of any such ratings.]

Various issuances of and payments or deposits for other tranches of notes will affect the required subordinated amount of subordinate notes for each tranche of senior notes generally. For example, if DCENT issues additional Class A notes that receive credit enhancement from Class B notes,

• the encumbered portion of all tranches of Class B notes will increase;

• the unencumbered portion of all tranches of Class B notes will decrease;

• the aggregate Required Subordinated Amount of Class B notes for all tranches of Class A notes will increase;

• the aggregate Required Subordinated Amount of Class C notes for all tranches of Class A notes and Class B notes will increase; and

• the aggregate Required Subordinated Amount of Class D notes for all tranches of Class A notes, Class B notes and Class C notes will increase.

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If DCENT issues any new tranche of Class B notes (or additional Class B notes in any existing tranche),

• the encumbered portion of any other tranche of Class B notes will decrease;

• the unencumbered portion of any other tranche of Class B notes will increase;

• the aggregate Required Subordinated Amount of Class C notes for all tranches of Class B notes will increase, but the Required Subordinated Amount of Class C notes for each tranche of Class B notes (other than the tranche in which the additional Class B notes are issued) will decrease; and

• the aggregate Required Subordinated Amount of Class D Notes for all tranches of Class B notes and Class C notes will increase, but the Required Subordinated Amount of Class D Notes for each tranche of Class B notes (other than the tranche in which the additional Class B notes are issued) will decrease.

If DCENT issues any new tranche of Class C notes (or additional Class C notes in any existing tranche),

• the encumbered portion of any other tranche of Class C notes will decrease;

• the unencumbered portion of any other tranche of Class C notes will increase; and

• the aggregate Required Subordinated Amount of Class D notes for all tranches of Class C notes will increase, but the Required Subordinated Amount of Class D notes for each tranche of Class C notes (other than the tranche in which the additional Class C notes are issued) will decrease.

If DCENT makes any targeted principal deposit that reduces the Nominal Liquidation Amount of any tranche of Class A notes:

• the encumbered portion of all tranches of Class B notes will decrease;

• the unencumbered portion of all tranches of Class B notes will increase;

• the aggregate Required Subordinated Amount of Class C Notes for all tranches of Class A notes and Class B notes will decrease; and

• the aggregate Required Subordinated Amount of Class D Notes for all tranches of Class A notes, Class B notes and Class C notes will decrease.

If DCENT makes any targeted principal deposit that reduces the Nominal Liquidation Amount of any tranche of Class B notes,

• the encumbered portion of all tranches of Class B notes, other than the tranche for which such deposit is made, will increase;

• the unencumbered portion of all tranches of Class B notes, other than the tranche for which such deposit is made, will decrease;

• the aggregate Required Subordinated Amount of Class C Notes for all tranches of Class B notes will decrease, but the Required Subordinated Amount of Class C notes for each remaining tranche of Class B notes will increase; and

• the aggregate Required Subordinated Amount of Class D Notes for all tranches of Class B notes and Class C notes will decrease, but the Required Subordinated Amount of Class D Notes for each remaining tranche of Class B notes will increase.

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If DCENT makes any targeted principal deposit that reduces the Nominal Liquidation Amount of any tranche of Class C notes,

• the portion of all tranches of Class C notes encumbered by Class A notes and Class B notes, other than the tranche for which such deposit is made, will increase;

• the unencumbered portion of all tranches of Class C notes, other than the tranche for which such deposit is made, will decrease; and

• the aggregate Required Subordinated Amount of Class D Notes for all tranches of Class C notes will decrease, but the Required Subordinated Amount of Class D notes for each remaining tranche of Class C notes will increase.

The encumbered portion of each tranche of Class B notes will share credit enhancement from the Class C notes and the Class D notes with the Class A notes, which will have the first priority with respect to that credit enhancement; accordingly, higher Required Subordinated Amounts of Class C Notes and Class D notes for the encumbered portion of Class B notes will not reflect an improved credit enhancement position relative to the unencumbered portion. Similarly, the encumbered portion of each tranche of Class C notes will share credit enhancement from the Class D notes with Class A notes and Class B notes which will have the first priority with respect to that credit enhancement; accordingly, higher Required Subordinated Amounts of Class D notes for the encumbered portions of Class C notes will not reflect an improved credit enhancement position relative to the unencumbered portion. See “Prospectus Summary — Credit Enhancement — Required Subordinated Amount and Required Subordinated Percentage” for an example of the calculations of required subordinated amounts for the DiscoverSeries notes.

[For Class A: Notwithstanding the formula described above, [DESCRIBE ANY EXCEPTIONS TO THE FOLLOWING STATEMENT], after an event of default or an early redemption event has occurred and is continuing for the Class A([    ]-[    ]) notes, the Required Subordinated Amount of Class B Notes for the Class A([    ]-[    ]) notes will be the greater of

• the Required Subordinated Amount of Class B Notes for the Class A([    ]-[    ]) notes on that date, and

• the Required Subordinated Amount of Class B Notes for the Class A([    ]-[    ]) notes on the date immediately prior to that event of default and acceleration or early redemption event;

the Required Subordinated Amount of Class C Notes for the Class A([    ]-[    ]) notes will be the greater of

• the Required Subordinated Amount of Class C Notes for the Class A([    ]-[    ]) notes on that date, and

• the Required Subordinated Amount of Class C Notes for the Class A([    ]-[    ]) notes on the date immediately prior to that event of default and acceleration or early redemption event;

and the Required Subordinated Amount of Class D Notes for the Class A([    ]-[    ]) notes will be the greater of

• the Required Subordinated Amount of Class D Notes for the Class A([    ]-[    ]) notes on that date, and

• the Required Subordinated Amount of Class D Notes for the Class A([    ]-[    ]) notes on the date immediately prior to that event of default and acceleration or early redemption event.]

[For Class B: Notwithstanding the formula described above, [DESCRIBE ANY EXCEPTIONS TO THE FOLLOWING STATEMENT], after an event of default or an early redemption event has occurred and is continuing for the Class B([    ]-[    ]) notes, the Required Subordinated Amount of Class C Notes for the Class B([    ]-[    ]) notes will be the greater of

• the Required Subordinated Amount of Class C Notes for the Class B([    ]-[    ]) notes on that date, and

• the Required Subordinated Amount of Class C Notes for the Class B([    ]-[    ]) notes on the date immediately prior to that event of default and acceleration or early redemption event;

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and the Required Subordinated Amount of Class D Notes for the Class B([    ]-[    ]) notes will be the greater of

• the Required Subordinated Amount of Class D Notes for the Class B([    ]-[    ]) notes on that date, and

• the Required Subordinated Amount of Class D Notes for the Class B([    ]-[    ]) notes on the date immediately prior to that event of default and acceleration or early redemption event.]

[For Class C: Notwithstanding the formula described above, [DESCRIBE ANY EXCEPTIONS TO THE FOLLOWING STATEMENT], after an event of default or an early redemption event has occurred and is continuing for the Class C([    ]-[    ]) notes, the Required Subordinated Amount of Class D Notes for the Class C([    ]-[    ]) notes will be the greater of

• the Required Subordinated Amount of Class D Notes for the Class C([    ]-[    ]) notes on that date, and

• the Required Subordinated Amount of Class D Notes for the Class C([    ]-[    ]) notes on the date immediately prior to that event of default and acceleration or early redemption event.]

Changes in Required Subordinated Percentages. The percentages described above may be changed at any time without the consent of any noteholders if the applicable Note Rating Agencies hired by DCENT confirm that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, including the Class [    ]([    ]-[    ]) notes, in each case below the required ratings, or a withdrawal of any such ratings. In addition, the required subordinated amount for any tranche of DiscoverSeries notes or the methodology of computing the required subordinated amount may be changed, or DCENT may utilize forms of credit enhancement other than subordinated DiscoverSeries notes in order to provide senior DiscoverSeries notes with the required credit enhancement, at any time without the consent of any noteholders so long as the applicable Note Rating Agencies hired by DCENT confirm that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, including the Class [    ]([    ]-[    ]) notes, in each case below the required ratings, or a withdrawal of any such ratings.

Usage. Neither the Class [    ]([    ]-[    ]) notes or any additional class or tranche of notes of the DiscoverSeries may be issued unless the required subordinated amount for that class or tranche of notes is available at the time of its issuance. Each senior tranche of notes has access to credit enhancement from the subordinated notes only in an amount not exceeding its required subordinated amount of those notes minus the amount of usage of that required subordinated amount. When we refer to “usage of the required subordinated amount,” we refer to the amount by which the nominal liquidation amount of subordinated notes providing credit enhancement to that tranche of senior notes has declined as a result of losses relating to charged-off receivables and the application of subordinated notes’ allocations amounts to pay interest on senior classes and servicing fees. Losses that increase usage may include losses relating to charged-off receivables that are allocated directly to a class of subordinated notes; losses relating to usage of available subordinated amounts by another class of notes that shares credit enhancement from those subordinated notes, which is allocated proportionately to the senior notes supported by those subordinated notes; and losses reallocated to the subordinated notes from the applicable tranche of senior notes. Usage may be reduced in later months if excess Series Finance Charge Amounts and Reallocated Finance Charge Amounts, if any, are available to reimburse losses or to replenish funds in any Class C reserve subaccount that have been used to reimburse losses on the Class C notes. When we refer to the “available subordinated amount” of a tranche of senior notes with respect to subordinated notes, we refer to the applicable required subordinated amount minus usage of that required subordinated amount. A tranche of senior notes will only continue to receive benefits from loss protection provided by subordinated notes if its available subordinated amount of those subordinated notes is greater than zero, even if subordinated notes remain outstanding after the available subordinated amount has been reduced to zero.

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Principal Payments on Subordinated Notes

The required subordinated amount of [the Class A([    ]-[    ]) notes][the Class B([    ]-[    ]) notes][the Class C([    ]-[    ]) notes], in conjunction with usage, is used to determine (a) whether such tranche of notes can be issued, as described above, (b) whether principal of a tranche of subordinated notes may be paid before its legal maturity date and (c) how much prefunding of senior tranches is required to permit repayment of subordinated notes before their legal maturity dates. See “—Required Subordinated Amount and Usage” above.

No deposits to pay principal on Class B notes will be made prior to the legal maturity date of such notes unless usage of Class B notes by each tranche of Class A notes is zero and, following the deposit, the Nominal Liquidation Amount of the remaining Class B notes at least equals the Required Subordinated Amount of Class B Notes for all outstanding Class A notes.

Similarly, no deposits to pay principal on Class C notes prior to the legal maturity date of such notes will be made unless usage of Class C notes by each tranche of Class A and Class B notes is zero and, following the deposit, the Nominal Liquidation Amount of the remaining Class C notes is at least equal to the Required Subordinated Amount of Class C Notes for all outstanding Class A notes and Class B notes (taking into account any sharing of the Required Subordinated Amount of Class C Notes between the Class A notes and Class B notes).

In the same manner, no deposits to pay principal on Class D notes prior to the legal maturity date of such notes will be made unless usage of Class D notes by each tranche of Class A notes, Class B notes and Class C notes is zero and, following the deposit, the Nominal Liquidation Amount of the remaining Class D notes is at least equal to the Required Subordinated Amount of Class D Notes for all outstanding Class A notes, Class B notes and Class C notes (taking into account any sharing of the Required Subordinated Amount of Class D Notes among the Class A notes, the Class B notes and the Class C notes).

However, subordinated notes will be paid on their legal maturity date, to the extent that any funds are available for that purpose from proceeds of the sale of receivables or otherwise allocable to the subordinated notes, whether or not the Nominal Liquidation Amount of the remaining subordinated notes is at least equal to the Required Subordinated Amount of such subordinated notes for all senior notes. See “The Notes — Subordination” and “Sources of Funds to Pay the Notes — Sale of Receivables.”

Redemption and Early Redemption of Notes

Mandatory Redemption

The Class [    ]([    ]-[    ]) notes will be subject to mandatory redemption on [●], which is its expected maturity date and is [30] months before its legal maturity date. In addition, if any early redemption event occurs with respect to the Class [    ]([    ]-[    ]) notes (other than the failure to pay the Class [    ]([    ]-[    ]) notes on its expected maturity date), DCENT will be required to redeem the Class [    ]([    ]-[    ]) notes before its expected maturity date to the extent of available cash flows for that purpose[; For notes with derivative agreements: provided, however, subject to certain exceptions, because the Class [    ]([    ]-[    ]) notes receive the benefit of a derivative agreement, the Class [    ]([    ]-[    ]) notes may not be redeemed earlier than their expected maturity date]. See “—Early Redemption Events” below for a description of the early redemption events and their consequences to noteholders.

Prior to the legal maturity date, whenever DCENT redeems the Class [    ]([    ]-[    ]) notes, it will do so only to the extent of Series Principal Amounts allocated to the Class [    ]([    ]-[    ]) notes plus any Reallocated Principal Amounts, [for subordinated tranches only: and only to the extent that the notes to be redeemed are not required to provide required subordination for senior notes]. A noteholder will have no claim against DCENT if DCENT fails to make a required redemption of the Class [    ]([    ]-[    ]) notes before the legal maturity date because no funds are available for that purpose [for subordinated tranches only: or because the Class [    ]([    ]-[    ]) notes that would otherwise have been redeemed are required to provide subordination for senior notes]. The failure to redeem before

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the legal maturity date under these circumstances will not be an event of default. At the legal maturity date, the Class [    ]([    ]-[    ]) notes will be redeemed only through the proceeds of a sale of receivables, to the extent provided for under “Sources of Funds to Pay the Notes — Sale of Receivables.”

Early Redemption Events

DCENT will be required to repay each affected tranche of notes in whole or in part upon the occurrence and during the continuance of an early redemption event, to the extent that funds are available for repayment after giving effect to all allocations and reallocations and, with respect to subordinated notes, to the extent deposits for principal payments are permitted by the subordination provisions in the indenture supplement; provided, however, subject to certain exceptions, any note that receives the benefit of a derivative agreement[, including the Class [    ]([    ]-[    ]) notes,] may not be redeemed earlier than their expected maturity date.

Early redemption events for the Class [    ]([    ]-[    ]) notes include the following:

• the occurrence of the expected maturity date of the Class [    ]([    ]-[    ]) notes, if it is not repaid in full on that date;

• DCENT becoming an “investment company” within the meaning of the Investment Company Act;

• the occurrence of certain events of bankruptcy or insolvency of Discover Funding LLC or [Discover Bank or any other originator];

• an amortization event under the Pooling and Servicing Agreement occurs as described in “The Master Trust — Master Trust Amortization Events” or, if required by the applicable Note Rating Agencies upon addition of any other collateral certificate to DCENT, any amortization event occurs for that collateral certificate,

• if, as a result of the invalidity of the Pooling and Servicing Agreement, the series supplement for Series 2007-CC or certain transfers of receivables to the master trust, the failure of any security interest in such receivables to be perfected and of first priority, or the inaccuracy of certain representations and warranties related thereto, Discover Funding LLC is required to repurchase the transferred interests in receivables or investor certificates of Series 2007-CC as a result thereof, or

• if for any distribution date, on a three-month rolling average basis reflecting trust performance during the three calendar months preceding such distribution date, the Excess Spread Amount is less than zero for such month, and the Group Excess Spread for the group of series of master trust certificates to which the collateral certificate belongs is less than zero.

An amortization event for the collateral certificate, an event pursuant to which Discover Funding LLC is required to repurchase the transferred interests in the receivables or the collateral certificate, or an amortization event or similar repurchase event for an additional collateral certificate will not become an early redemption event if, at the time of such event, the note issuance trust owns one or more additional collateral certificates and is able to reinvest all amounts received as a result of such event in such additional collateral certificates (or, if such event occurs with respect to such additional collateral certificate, the note issuance trust is able to reinvest all such amounts in the Series 2007-CC collateral certificate). Any conditions for such reinvestment will be set forth in the documentation under which such additional collateral certificates are transferred to the note issuance trust, and the note issuance trust will only be able to enter into such documentation if the applicable Note Rating Agencies hired by DCENT confirm that the acquisition of such additional collateral certificate on such terms will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, including the Class [    ]([    ]-[    ]) notes, in each case below the required ratings, or a withdrawal of any such ratings.

[For tranches with a derivative agreement: Subject to certain exceptions, amounts allocated to the Class [    ]([    ]-[    ]) notes in connection with such an early redemption event shall be retained in the applicable principal funding subaccount until the expected maturity date for the Class [    ]([    ]-[    ]) notes.]

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“Excess Spread Amount” means, generally, for the DiscoverSeries for the distribution date in any month the difference, whether positive or negative, between

• the sum of (a) the amount of Finance Charge Amounts allocated to the DiscoverSeries pursuant to the Indenture; (b) any amounts to be treated as Series Finance Charge Amounts and designated to be a part of the Excess Spread Amount pursuant to any terms document; (c) an amount equal to income earned on all funds on deposit in the principal funding account (including all subaccounts of such account) (net of investment expenses and losses); and (d) the amount withdrawn from the accumulation reserve subaccount to cover the accumulation negative spread on the principal funding subaccounts, and

• the sum of all interest, swap payments or accreted discount and servicing fees for the DiscoverSeries notes and reimbursement of all charged-off receivables allocated to the DiscoverSeries, in each case for the applicable period only.

“Group Excess Spread” means the sum of the amounts designated as series excess spread for each series of master trust certificates for any distribution date. For Series 2007-CC, the series excess spread is the Excess Spread Amount for the DiscoverSeries, and, as long as Series 2007-CC is the only outstanding master trust series, no other series has been outstanding for three months and the note issuance trust has not acquired an additional collateral certificate to support the DiscoverSeries notes, the Group Excess Spread is expected to equal the Excess Spread Amount for the DiscoverSeries. If additional master trust series are issued, unless otherwise designated in the applicable series supplement of any series, series excess spread will be generally:

• the sum of the Finance Charge Collections, interchange and investment income for the applicable series of master trust certificates; minus

• the sum of, for such series of master trust certificates:

• monthly interest;

• monthly servicing fees;

• monthly charge-offs; and

• credit enhancement fees,

in each case for the distribution date; minus

• for any such series of master trust certificates that has a subordinated interest rate swap, any payment made by the master trust pursuant to that interest rate swap.

The amount to be repaid with respect to the Class [    ]([    ]-[    ]) notes will equal the outstanding principal amount of the Class [    ]([    ]-[    ]) notes, plus any accrued, past due and additional interest to but excluding the date of repayment. If the amount of Series Finance Charge Amounts, Reallocated Finance Charge Amounts, if any, and Series Principal Amounts allocable to the Class [    ]([    ]-[    ]) notes to be redeemed, together with funds on deposit in the applicable DCENT subaccounts [for deals with a credit enhancement agreement: and any amounts payable to DCENT under the [derivative agreement][supplemental credit enhancement agreement][supplemental liquidity agreement]], are insufficient to pay the redemption price in full on the next payment date after giving effect to the subordination provisions and allocations to any other notes ranking equally with the Class [    ]([    ]-[    ]) notes, monthly payments on the Class [    ]([    ]-[    ]) notes to be redeemed will thereafter be made on each principal payment date for so long as such early redemption event is continuing, until the outstanding principal amount of the Class [    ]([    ]-[    ]) notes plus all accrued, past due and additional interest are paid in full, or the legal maturity date of the Class [    ]([    ]-[    ]) notes occurs, whichever is earlier. Reallocated Principal Amounts will not be used to make payments on the Class [    ]([    ]-[    ]) notes after an early redemption event for such tranche.

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No Series Principal Amounts or Reallocated Principal Amounts will be allocated to the Class [    ]([    ]-[    ]) notes with a Nominal Liquidation Amount of zero, even if the Stated Principal Amount of the Class [    ]([    ]-[    ]) notes has not been paid in full.

However, any funds previously deposited in the applicable DCENT subaccounts for the Class [    ]([    ]-[    ]) notes [for deals with the benefit of a credit enhancement agreement: and any amounts received from the [derivative agreement][supplemental credit enhancement agreement][supplemental liquidity agreement]] will still be available to pay principal of and interest, [swap payments][accreted discount] on the Class [    ]([    ]-[    ]) notes. In addition, if Series Finance Charge Amounts or Reallocated Finance Charge Amounts are available, they can be applied to reimburse reductions in the Nominal Liquidation Amount of the Class [    ]([    ]-[    ]) notes resulting from reallocations of Series Principal Amounts to pay interest, swap payments or accreted discount on senior classes of notes or servicing fees, or from losses due to charged-off receivables allocated to the collateral certificate and reallocated to the notes.

Payments on redeemed notes will be made in the priority described in the cash flows set forth under “Deposits and Allocation of Funds for DiscoverSeries Notes — Cash Flows,” but the targeted principal deposit will be the Nominal Liquidation Amount for each affected tranche. DCENT will notify holders if an early redemption event occurs for their notes.

Events of Default

Each of the following events is an event of default for any affected tranche of notes:

• for any tranche of notes, as applicable, DCENT’s failure, for a period of 35 days, to pay interest on such notes when such interest becomes due and payable; provided that the failure to pay interest on a tranche of foreign currency notes will not be an event of default if the U.S. dollar amount required to be applied to interest and converted to such foreign currency has been so applied and converted;

• for any tranche of notes, DCENT’s failure to pay the Stated Principal Amount in full of such tranche of notes by the applicable legal maturity date; provided, however, that it is not an event of default if the Outstanding Dollar Principal Amount of such tranche has been paid (or, if applicable, converted to foreign currency and paid) to the applicable noteholders by such date;

• DCENT’s default in the performance, or breach, of any other of its covenants or warranties in the indenture or any indenture supplement, for a period of 60 days after the indenture trustee or the holders of at least 25% of the aggregate Outstanding Dollar Principal Amount of the outstanding notes of any affected tranche (excluding any notes held by Discover Funding LLC or an affiliate or agent) has provided written notice requesting remedy of such breach, and, as a result of such default, the interests of the related noteholders are materially and adversely affected and continue to be materially and adversely affected during the 60-day period; or

• the occurrence of certain events of bankruptcy or insolvency of DCENT.

Failure to pay the full Stated Principal Amount of a note on its expected maturity date will not constitute an event of default. An event of default for the Class [    ]([    ]-[    ]) notes will not necessarily be an event of default for any other tranche of notes and an event of default for any other tranche of notes will not necessarily be an event of default for the Class [    ]([    ]-[    ]) notes.

The events of default listed above are applicable to the DiscoverSeries notes, including the Class [    ]([    ]-[    ]) notes. To the extent that an event of default occurs for the DiscoverSeries notes or the Class [    ]([    ]-[    ]) notes, the voting percentages required above shall be the stated percentage of the Outstanding Dollar Principal Amount of the affected series or class, rather than of the Class [    ]([    ]-[    ]) notes. An event of default for the DiscoverSeries notes shall also constitute an event of default for the Class [    ]([    ]-[    ]) notes and the remedies described under “—Remedies Following an Event of Default” below shall apply as if such event of default had occurred solely for the Class [    ]([    ]-[    ]) notes.

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DCENT will be required to repay the Class [    ]([    ]-[    ]) notes and each other affected tranche of notes in whole or in part upon the occurrence and during the continuance of an early redemption event, to the extent that funds are available for repayment after giving effect to all allocations and reallocations [for subordinated notes only: and to the extent deposits for principal payments are permitted by the subordination provisions in the indenture supplement]. It is not an event of default if DCENT fails to redeem the Class [    ]([    ]-[    ]) notes prior to their legal maturity date because it does not have sufficient funds available [for subordinated notes only: or because payment of principal of the Class [    ]([    ]-[    ]) notes is delayed because it is necessary to provide required subordination for a senior class of notes].

Remedies Following an Event of Default

The occurrence of an event of default involving the bankruptcy or insolvency of the note issuance trust results in an automatic acceleration of all of the notes, including the Class [    ]([    ]-[    ]) notes, without notice or demand to any person, and DCENT will automatically and immediately be obligated to pay off the notes to the extent funds are available. However, the FDIC, as a result of its appointment as conservator or receiver, may exercise its powers, including finding certain provisions, such as amortization or early redemption triggers or events of default resulting solely from the appointment of a conservator or receiver for Discover Bank, unenforceable or subjecting any amortization, or early redemption events, events of default or other rights of terminating, accelerating or affecting rights under a contract with, or exercising rights over property of, Discover Bank to an automatic stay of up to 90 days, and the FDIC may seek to extend this stay by seeking injunctive relief. See “The Originator and Sponsor — Insolvency-Related Matters.” If other events of default occur and are continuing for the DiscoverSeries, the Class [    ] notes or the Class [    ]([    ]-[    ]) notes, either the indenture trustee or the holders of a majority in aggregate Outstanding Dollar Principal Amount of the notes of the affected series, class or tranche, as applicable, (excluding any notes held by Discover Funding LLC or an affiliate or agent) may declare by written notice to DCENT the principal of all those outstanding notes to be immediately due and payable. This declaration of acceleration may generally be rescinded by the holders of a majority in aggregate Outstanding Dollar Principal Amount of outstanding notes of the affected series, class or tranche (excluding any notes held by Discover Funding LLC or an affiliate or agent).

Pending any determination by the indenture trustee or the noteholders of the Class [    ]([    ]-[    ]) notes to cause a receivables sale, DCENT will be required to repay the Class [    ]([    ]-[    ]) notes in whole or in part upon the occurrence of an event of default to the extent that funds are available for repayment after giving effect to all allocations and reallocations [for subordinated notes only: and to the extent deposits for principal payments are permitted by the subordination provisions in the indenture supplement]. If the amount of Series Finance Charge Amounts, Reallocated Finance Charge Amounts, if any, and Series Principal Amounts allocable to the Class [    ]([    ]-[    ]) notes, together with funds on deposit in the applicable DCENT subaccounts [for notes subject to a credit enhancement agreement: and any amounts payable to DCENT under the [derivative agreement][supplemental credit enhancement agreement][supplemental liquidity agreement]], are insufficient to pay the principal and accrued interest of the Class [    ]([    ]-[    ]) notes in full on the next payment date after giving effect to the subordination provisions and allocations to any other notes ranking equally with that note, monthly payments on the Class [    ]([    ]-[    ]) notes to be redeemed will thereafter be made on each principal payment date until the outstanding principal amount of the Class [    ]([    ]-[    ]) notes plus all accrued, past due and additional interest are paid in full, or the legal maturity date of the Class [    ]([    ]-[    ]) notes occurs, whichever is earlier. Reallocated Principal Amounts, if any, will not be available to pay the principal of any note following an Event of Default.

If the DiscoverSeries, the Class [    ] notes or the Class [    ]([    ]-[    ]) notes is accelerated before its legal maturity date, the indenture trustee may at any time thereafter, and at the direction of the holders of a majority of the aggregate Outstanding Dollar Principal Amount of notes of the affected series, class or tranche at any time thereafter (excluding any notes held by Discover Funding LLC or an affiliate or agent) direct the sale of receivables supporting the collateral certificate, in an amount up to the Nominal Liquidation Amount of the affected series, class or tranche of notes plus any accrued, past due and additional interest on the affected series, class or tranche, as described in “Sources of Funds to Pay the Notes — Sale of Receivables.” For the DiscoverSeries such sale will occur only if at least one of the following conditions is met:

• the noteholders of 90% of the aggregate Outstanding Dollar Principal Amount of the accelerated series, class or tranche of notes consent (excluding any notes held by Discover Funding LLC or an affiliate or agent); or

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• the net proceeds of such sale, plus amounts on deposit in the applicable subaccounts and payments to be received from any applicable derivative agreement, supplemental credit enhancement agreement or supplemental liquidity agreement, would be sufficient to pay all amounts due on the accelerated tranche of notes; or

• the indenture trustee determines that the funds to be allocated to the accelerated tranche of notes may not be sufficient on an ongoing basis to make all payments on such notes as such payments would have become due if such obligations had not been declared due and payable, and the noteholders of not less than 66 ^2⁄₃% of the aggregate Outstanding Dollar Principal Amount of notes of the accelerated tranche (excluding any notes held by Discover Funding LLC or an affiliate or agent) consent to the sale.

[For subordinated notes only: In addition, a sale of receivables following an event of default and acceleration of the Class [    ]([    ]-[    ]) notes may be delayed as described under “Sources of Funds to Pay the Notes — Sale of Receivables” if the payment is not permitted by the subordination provisions of the senior class of notes.]

If an event of default occurs relating to the failure to pay principal of or interest on the Class [    ]([    ]-[    ]) notes in full on the legal maturity date, receivables will automatically be sold, as described in “Sources of Funds to Pay the Notes — Sale of Receivables.”

Following the sale of receivables for the Class [    ]([    ]-[    ]) notes, the Nominal Liquidation Amount of the Class [    ]([    ]-[    ]) notes will be zero and Series Principal Amounts and Series Finance Charge Amounts will no longer be allocated to the Class [    ]([    ]-[    ]) notes. Amounts reallocated from other series of notes or series of master trust certificates will also no longer be allocated to the Class [    ]([    ]-[    ]) notes. Holders of the Class [    ]([    ]-[    ]) notes will receive the proceeds of the sale plus any amounts on deposit in DCENT subaccounts that are allocable to the Class [    ]([    ]-[    ]) notes in an amount not to exceed the Outstanding Dollar Principal Amount of the Class [    ]([    ]-[    ]) notes, plus any accrued, past due and additional interest on the Class [    ]([    ]-[    ]) notes [for notes denominated in foreign currency: (converted to the applicable currency)].

Any money collected by the indenture trustee in connection with a sale of receivables following an event of default and acceleration for the Class [    ]([    ]-[    ]) notes will be applied in the following priority, at the date fixed by the indenture trustee:

• first, to pay the amounts of interest and principal then due and unpaid and any accrued, past due and additional interest on the Class [    ]([    ]-[    ]) notes;

• second, to pay any unpaid servicing fees or amounts owing to the indenture trustee and the owner trustee; and

• third, to pay any remaining amounts to the note issuance trust for distribution to Discover Funding LLC.

If a sale of receivables does not take place following an event of default and acceleration of the Class [    ]([    ]-[    ]) notes, then:

• DCENT will continue to hold the collateral certificate, the master trust will continue to hold the receivables and distributions on the collateral certificate will continue to be applied in accordance with the distribution provisions of the indenture and the indenture supplement.

• principal will be paid on the Class [    ]([    ]-[    ]) notes to the extent funds are received by DCENT and available to the Class [    ]([    ]-[    ]) notes after giving effect to all allocations and reallocations [for subordinated notes only: to the extent permitted by the subordination provisions of the senior notes of the same series].

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• Reallocated Principal Amounts, if any, will not be available to pay any accelerated principal.

• [for subordinated notes only: if the subordination provisions prevent deposits for the payment of the Class [    ]([    ]-[    ]) notes, prefunding of the senior classes will begin, as provided in the indenture supplement. Thereafter, payment will be made to the extent provided in the indenture supplement.]

• on the legal maturity date of the Class [    ]([    ]-[    ]) notes, if the Class [    ]([    ]-[    ]) notes have not been paid in full, the indenture trustee will direct the sale of receivables by the master trust as provided in the indenture supplement.

Within 90 days of any event of default for the Class [    ]([    ]-[    ]) notes, the indenture trustee will provide notice of that event of default to all noteholders at their addresses listed in the note register. The holders of a majority in aggregate Outstanding Dollar Principal Amount of the Class [    ]([    ]-[    ]) notes 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. However, this right may be exercised only if the direction provided by the noteholders does not conflict with applicable law or the indenture or the indenture supplement, involve the indenture trustee in personal liability or be unjustly prejudicial to any noteholders not taking part in the action. The holder of any Class [    ]([    ]-[    ]) note will have the right to institute suit for the enforcement of payment of principal of and interest on such note on the legal maturity date expressed in such note, and such right will not be impaired without the consent of that noteholder; provided, however, that the obligation to pay principal of or interest on the Class [    ]([    ]-[    ]) notes or any other amount payable to any noteholder will be without recourse to the Depositor, any beneficiary, the indenture trustee, the owner trustee or any affiliate, or any officer, employee or director thereof, and the obligation of DCENT to pay principal of or interest on the Class [    ]([    ]-[    ]) notes or any other amount payable to any noteholder will be subject to the allocation, payment and subordination provisions in the indenture supplement and limited to amounts available, after giving effect to such allocation, payment and subordination provisions, from the Collateral pledged to secure the notes.

Generally, if an event of default occurs and any notes are accelerated, the indenture trustee must use the same degree of care and skill in the exercise of its rights or powers under the indenture as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

The indenture trustee has agreed, and the noteholders will agree, that they will not at any time institute against DCENT, the master trust or any other master trust or special purpose entity for which Discover Funding LLC or any of their affiliates is seller, depositor or servicer, any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

Cleanup Calls

The Depositor or an affiliate thereof has the right, but not the obligation, to direct DCENT to redeem any tranche of Class [    ] notes or the Class [    ]([    ]-[    ]) notes at any time when the aggregate Nominal Liquidation Amount of the Class [    ] notes or the Class [    ]([    ]-[    ]) notes is less than 5% of the highest Outstanding Dollar Principal Amount at any time of the Class [    ] notes or the Class [    ]([    ]-[    ]) notes, respectively. This redemption option is referred to as a cleanup call. [For subordinated notes only: The Depositor will not redeem the Class [    ] notes or the Class [    ]([    ]-[    ]) notes in a cleanup call if those notes are required to provide credit enhancement for senior classes of DiscoverSeries notes.]

If DCENT is directed to redeem notes, DCENT will notify the registered holders of those notes at least 30 days prior to the redemption date. The redemption price of a note will equal 100% of the Outstanding Dollar Principal Amount of that note, plus accrued but unpaid interest on the note to but excluding the date of redemption. DCENT may pay the redemption price using cash flows as set forth under “Deposits and Allocation of Funds for DiscoverSeries Notes — Cash Flows” or, alternatively, Discover Bank may deposit the redemption price directly into the principal funding subaccount for the notes to be redeemed.

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If DCENT is unable to pay the redemption price in full on the redemption date, monthly payments on those notes will thereafter be made, subject to the principal payment rules described above under “—Subordination” and “Deposits and Allocation of Funds for DiscoverSeries Notes — Cash Flows,” until either the Outstanding Dollar Principal Amount [for note denominated in foreign currency only: (converted at the rate determined by [●])] of and accrued interest on those notes are paid in full or the legal maturity date occurs, whichever is earlier. Any funds in the principal funding subaccount, the interest funding subaccount [for Class C notes only: and the Class C reserve subaccount] for those notes will be applied to make the principal and interest payments on those notes on the redemption date.

Issuances of New Series, Classes and Tranches of Notes

DCENT may, at the direction of Discover Funding LLC, issue a new series, class or tranche of notes only if the conditions of issuance are met, or waived as described below. These conditions include:

• on or before the third business day before the new issuance is to occur, DCENT gives the indenture trustee notice of the new issuance;

• on or before the date that the new issuance is to occur, DCENT delivers to the indenture trustee and each applicable Note Rating Agency hired by DCENT a certificate to the effect that:

• DCENT reasonably believes that the new issuance will not cause an early redemption event or event of default for any note then outstanding; provided that DCENT will not have to consider any potential effect on the timing of principal payments on subordinated notes when issuing senior notes;

• all instruments furnished to the indenture trustee conform to the requirements of the indenture and the applicable indenture supplement and constitute sufficient authority under the indenture and the applicable indenture supplement for the indenture trustee to authenticate and deliver the notes;

• the investor interest represented by the collateral certificate and any additional collateral certificate has been increased by the aggregate amount of the Nominal Liquidation Amount of any new notes;

• the form and terms of the notes have been established in conformity with the provisions of the indenture and the applicable indenture supplement; and

• DCENT shall have satisfied such other matters as the indenture trustee may reasonably request;

• on or prior to the date that the new issuance is to occur, DCENT delivers to the indenture trustee and each applicable Note Rating Agency hired by DCENT an opinion of counsel — which may be from internal counsel to Discover Funding LLC or one of its affiliates — that all laws and requirements with respect to the execution and delivery by DCENT of the new notes have been complied with, DCENT has the trust power and authority to issue the new notes, and the new notes have been duly authorized and delivered by DCENT, and, assuming due authentication and delivery by the indenture trustee, constitute legally valid and binding obligations of DCENT enforceable in accordance with their terms, subject to certain limitations and conditions, and are entitled to the benefits of the indenture and the applicable indenture supplement equally and ratably with all other notes outstanding, if any, of that class or tranche, subject to the terms of the indenture and the applicable indenture supplement;

• on or prior to the date that the new issuance is to occur, DCENT delivers to the indenture trustee and each applicable Note Rating Agency hired by DCENT a master trust tax opinion for the master trust and a note issuance trust tax opinion with respect to such issuance;

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• DCENT obtains confirmation from each applicable Note Rating Agency hired by DCENT that the new issuance will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings;

• on or prior to the date that the new issuance is to occur, DCENT and the indenture trustee each execute and deliver the indenture supplement and terms document, if applicable, relating to the applicable series, class or tranche of notes;

• in the case of foreign currency notes, DCENT appoints one or more paying agents in the appropriate countries; and

• the provisions governing required subordinated amounts are satisfied.

For the DiscoverSeries, some of the legal opinion and other documentation requirements to issue new notes may not apply if the new issuance falls below a stated principal amount of the notes or is sufficiently close in time to another offering in which all such conditions were satisfied. These requirements also may not apply to an issuance of additional notes in an outstanding tranche. In addition to the conditions set forth above, DCENT may issue new classes and tranches of DiscoverSeries notes, including additional notes of an outstanding tranche or class, so long as the following conditions are satisfied:

• with respect to an issuance of Class A notes, immediately after the issuance, the Nominal Liquidation Amount of the Class B notes must be at least equal to the aggregate Class A Available Subordinated Amount of Class B Notes for all outstanding Class A notes;

• with respect to an issuance of Class A notes or Class B notes, immediately after the issuance, the Nominal Liquidation Amount of the Class C notes must be at least equal to the aggregate Class B Available Subordinated Amount of Class C Notes for all outstanding Class B notes, plus the aggregate Class A Available Subordinated Amount of Class C Notes for all outstanding Class A notes that do not receive loss protection from the Class B notes.

• with respect to an issuance of Class A notes, Class B notes or Class C notes, immediately after the issuance, the Nominal Liquidation Amount of the Class D notes must be at least equal to the aggregate Class C Available Subordinated Amount of Class D Notes for all outstanding Class C notes.

Further, if the issuance of new DiscoverSeries notes is expected to result in an increase in the targeted deposit amount for any Class C reserve subaccounts or any Class D reserve subaccounts for any tranches of Class C notes or Class D notes, as applicable, immediately after receipt of the proceeds of the newly issued notes, DCENT shall deposit an amount equal to such increase into each such Class C reserve subaccount or Class D reserve subaccount from the proceeds of such new notes.

DCENT and the indenture trustee are not required to provide prior notice to, permit any prior review by or obtain the consent of any noteholder of any outstanding series, class or tranche to issue any additional notes of any series, class or tranche.

There are no restrictions on the timing or amount of any additional issuance of notes of an outstanding class or tranche, so long as the conditions described above are met or waived. As of the date of any additional issuance of notes in an outstanding class or tranche of notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that tranche will be increased to reflect the principal amount of the additional notes. If the additional notes are of a class or tranche of notes that has the benefit of a derivative agreement, DCENT will enter into a derivative agreement for the benefit of the additional notes. In addition, if the additional notes are a class or tranche of notes that has the benefit of any supplemental credit enhancement agreement or any supplemental liquidity agreement, DCENT will enter into a similar 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 note issuance trust account will be increased proportionately to reflect the principal amount of the additional notes.

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When issued, the additional notes of a tranche will be identical in all respects to the other outstanding notes of that tranche, equally and ratably entitled to the benefits of the indenture and the related indenture supplement as the previously issued notes of that tranche without preference, priority or distinction.

Modification or Waiver of Issuance Conditions

If DCENT obtains confirmation from each applicable Note Rating Agency hired by DCENT, subject to certain limitations required by each such Note Rating Agency, that the issuance of a new series, class or tranche will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, including the Class [    ]([    ]-[    ]) notes, in each case below the required ratings, or a withdrawal of any such ratings, then any or all of the conditions to issuance described above may be waived or modified. In addition, DCENT may issue rated DiscoverSeries notes subject to waived, modified or additional conditions agreed to between DCENT and each Note Rating Agency hired by DCENT rating such notes.

Payments on Notes; Paying Agent

The Class [    ]([    ]-[    ]) notes offered by this prospectus will be delivered in book-entry form and payments of principal of and interest on the Class [    ]([    ]-[    ]) notes will be made in [U.S. dollars][identify foreign currency being used] as described under “—Book-Entry Notes.”

DCENT, the indenture trustee and any agent of DCENT or the indenture trustee will treat the registered holder of any Class [    ]([    ]-[    ]) note as the absolute owner of that note, whether or not the note is overdue and notwithstanding any notice to the contrary, for the purpose of making payment and for all other purposes.

DCENT will make payments on the Class [    ]([    ]-[    ]) notes to (a) the registered holder of the note at the close of business on the record date established for the related payment date or (b) the bearer of a note in bearer form upon presentation of that bearer note on or after the related interest payment date or principal payment date, as applicable.

DCENT has designated the corporate trust office of U.S. Bank National Association as its paying agent for the Class [    ]([    ]-[    ]) notes. DCENT will identify any other entities appointed to serve as paying agents on the Class [    ]([    ]-[    ]) notes [by providing notice to the noteholders]. DCENT may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts. However, DCENT will be required to maintain an office, agency or paying agent in each place of payment for the Class [    ]([    ]-[    ]) notes.

After notice by mail or publication, all funds paid to a paying agent for the payment of the principal of or interest on the Class [    ]([    ]-[    ]) notes which remains unclaimed at the end of two years after the principal or interest becomes due and payable will be paid to DCENT. After funds are paid to DCENT, the holder of that note may look only to DCENT for payment of that principal or interest.

Denominations

The notes offered by this prospectus will be issued in denominations of $[●] and multiples of $[●] in excess of that amount.

Record Date

The record date for payment of the Class [    ]([    ]-[    ]) notes will be the last day of the month before the related payment date.

Form, Exchange and Registration and Transfer of Notes

The Class [    ]([    ]-[    ]) notes offered by this prospectus will be issued in registered form. The notes will be represented by one or more global notes registered in the name of The Depository Trust Company, as depository, or its nominee. We refer to each beneficial interest in a global note as a “book- entry note.” For a description of the special provisions that apply to book-entry notes, see “—Book-Entry Notes.”

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A holder of notes may exchange those notes for other notes of the same class or tranche of any authorized denominations and of the same aggregate stated principal amount, expected maturity date and legal maturity date, and of like terms.

Any holder of a note may present that note for registration of transfer, with the form of transfer properly executed, at the office of the note registrar or at the office of any transfer agent that DCENT designates. Unless otherwise provided in the note to be transferred or exchanged, holders of notes will not be charged any service charge for the exchange or transfer of their notes. Holders of notes that are to be transferred or exchanged will be liable for the payment of any taxes or other governmental charges described in the indenture and the indenture supplement before the transfer or exchange will be completed. The note registrar or transfer agent, as the case may be, will effect a transfer or exchange when it is satisfied with the documents of title and identity of the person making the request.

DCENT has appointed U.S. Bank National Association as the note registrar and transfer agent for the notes. DCENT also may at any time designate additional transfer agents for any series, class or tranche of notes. DCENT may at any time rescind the designation of any transfer agent or approve a change in the location through which any transfer agent acts.

[The Class [    ]([    ]-[    ]) notes will not be listed on any stock exchange.][DCENT will apply to list the Class [    ]([    ]-[    ]) notes on a stock exchange in Europe. DCENT cannot guarantee that the application for the listing will be accepted or that, if accepted, the listing will be maintained. To determine whether the Class [    ]([    ]-[    ]) notes are listed on a stock exchange you may contact DCENT c/o Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890-0001, telephone number: (302) 651-1000.]

Book-Entry Notes

The Class [    ]([    ]-[    ]) notes offered by this prospectus will be delivered in book-entry form. This means that, except under the limited circumstances described below under “—Definitive Notes,” purchasers of the Class [    ]([    ]-[    ]) notes will not be entitled to have the notes registered in their names and will not be entitled to receive physical delivery of the notes in definitive paper form. Instead, upon issuance, all the Class [    ]([    ]-[    ]) notes will be represented by one or more fully registered permanent global notes, without interest coupons.

Each global note will be held by a securities depository named The Depository Trust Company (“DTC”) and will be registered in the name of its nominee, Cede & Co. No global note representing book-entry notes may be transferred except as a whole by DTC to a nominee of DTC, or by a nominee of DTC to another nominee of DTC. Thus, DTC or its nominee will be the only registered holder of the notes and will be considered the sole representative of the beneficial owners of notes for purposes of the indenture and each indenture supplement thereto.

The registration of the global notes in the name of Cede & Co. will not affect beneficial ownership and is performed merely to facilitate subsequent transfers. The book-entry system, which is also the system through which most publicly traded common stock is held, is used because it eliminates the need for physical movement of securities. The laws of some jurisdictions, however, may require some purchasers to take physical delivery of their notes in definitive form. These laws may impair the ability to own or transfer book-entry notes.

Purchasers of the Class [    ]([    ]-[    ]) notes in the United States may hold interests in the global notes through DTC, either directly, if they are participants in that system — such as a bank, brokerage house or other institution that maintains securities accounts for customers with DTC or its nominee — or otherwise indirectly through a participant in DTC.

Purchasers of the Class [    ]([    ]-[    ]) notes in Europe may hold interests in the global notes through Clearstream or through Euroclear Bank S.A./N.V., as operator of the Euroclear system.

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Because DTC will be the only registered owner of the global notes, Clearstream and Euroclear will hold positions through their respective U.S. depositories, which in turn will hold positions on the books of DTC.

As long as the Class [    ]([    ]-[    ]) notes are in book-entry form, they will be evidenced solely by entries on the books of DTC, its participants and any indirect participants. DTC will maintain records showing:

• the ownership interests of its participants, including the U.S. depositories; and

• all transfers of ownership interests between its participants.

The participants and indirect participants, in turn, will maintain records showing:

• the ownership interests of their customers, including indirect participants, that hold the notes through those participants; and

• all transfers between these persons.

Thus, each beneficial owner of a book-entry note will hold its note indirectly through a hierarchy of intermediaries, with DTC at the “top” and the beneficial owner’s own securities intermediary at the “bottom.”

DCENT, the indenture trustee and their agents will not be liable for the accuracy of, and are not responsible for maintaining, supervising or reviewing, DTC’s records or any participant’s records relating to book-entry notes. DCENT, the indenture trustee and their agents also will not be responsible or liable for payments made on account of the book-entry notes.

Until definitive notes are issued to the beneficial owners as described below under “—Definitive Notes,” all references to “holders” of the Class [    ]([    ]-[    ]) notes refer to DTC. DCENT, the indenture trustee and any paying agent, transfer agent or note registrar may treat DTC as the absolute owner of the Class [    ]([    ]-[    ]) notes for all purposes.

Beneficial owners of book-entry notes should realize that DCENT will make all distributions of principal of and interest on their notes to DTC and will send all required reports and notices solely to DTC as long as DTC is the registered holder of the Class [    ]([    ]-[    ]) notes. DTC and the participants are generally required to receive and transmit all distributions, notices and directions from the indenture trustee to the beneficial owners through the chain of intermediaries.

Similarly, the indenture trustee will accept notices and directions solely from DTC. Therefore, in order to exercise any rights of a holder of the Class [    ]([    ]-[    ]) notes under the indenture and the applicable indenture supplement, each person owning a beneficial interest in the notes must rely on the procedures of DTC and, in some cases, Clearstream or Euroclear. If the beneficial owner is not a participant in that system, then it must rely on the procedures of the participant through which that person owns its interest. DTC has advised Discover Funding LLC that it will take actions under the indenture and the applicable indenture supplement only at the direction of its participants, which in turn will act only at the direction of the beneficial owners. Some of these actions, however, may conflict with actions it takes at the direction of other participants and beneficial owners.

Notices and other communications by DTC to participants, by participants to indirect participants, and by participants and indirect participants to beneficial owners will be governed by arrangements among them.

Beneficial owners of book-entry notes should also realize that book-entry notes may be more difficult to pledge because of the lack of a physical note. A beneficial owner may also experience delays in receiving distributions on the notes since distributions will initially be made to DTC and must be transferred through the chain of intermediaries to the beneficial owner’s account.

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The Depository Trust Company

DTC is a limited-purpose trust company organized under the New York Banking Law and is a “banking organization” within the meaning of the New York Banking Law. DTC is also a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934. DTC was created to hold securities deposited by its participants and to facilitate the clearance and settlement of securities transactions among its participants through electronic book-entry changes in accounts of the participants, thus eliminating the need for physical movement of securities. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. The rules applicable to DTC and its participants are on file with the Securities and Exchange Commission.

Clearstream

Clearstream Banking, société anonyme is registered as a bank in Luxembourg and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector, which supervises Luxembourg banks. Clearstream holds securities for its customers and facilitates the clearance and settlement of securities transactions by electronic book-entry transfers between their accounts. Clearstream provides various services, including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream has established an electronic bridge with Euroclear Bank S.A./N.V. as the operator of the Euroclear System in Brussels to facilitate settlement of trades between Clearstream and Euroclear. Over 300,000 domestic and internationally traded bonds, equities and investment funds are currently deposited with Clearstream.

Clearstream’s customers are worldwide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Clearstream’s U.S. customers are limited to securities brokers and dealers and banks. Currently, Clearstream has approximately 2,500 customers located in over 110 countries, including all major European countries, Canada, and the United States. Indirect access to Clearstream is available to other institutions that clear through or maintain a custodial relationship with an account holder of Clearstream.

Euroclear

Euroclear was created in 1968 to hold securities for participants of Euroclear and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment. This system eliminates the need for physical movement of securities and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. The Euroclear operator is Euroclear Bank S.A./N.V. The Euroclear operator conducts all operations. All Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator. Euroclear participants include banks, including central banks, securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear (the “Terms and Conditions”) and the related Operating Procedures of the Euroclear System, and applicable Belgian law. These Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific securities to specific securities clearance accounts. The Euroclear operator acts under the Terms and Conditions only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.

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This information about DTC, Clearstream and Euroclear has been compiled from public sources for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

Distributions on Book-Entry Notes

DCENT will make distributions of principal of and interest on book-entry notes to DTC. These payments will be made in immediately available funds by DCENT’s paying agent, U.S. Bank National Association, at the office of the paying agent that DCENT designates for that purpose.

In the case of principal payments, the global notes must be presented to the paying agent in time for the paying agent to make those payments in immediately available funds in accordance with its normal payment procedures.

Upon receipt of any payment of principal of or interest on a global note, DTC will immediately credit the accounts of its participants on its book-entry registration and transfer system. DTC will credit those accounts with payments in amounts proportionate to the participants’ respective beneficial interests in the stated principal amount of the global note as shown on the records of DTC. Payments by participants to beneficial owners of book-entry notes will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.

Distributions on book-entry notes held beneficially through Clearstream will be credited to cash accounts of Clearstream participants in accordance with its rules and procedures, to the extent received by its U.S. depository.

Distributions on book-entry notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with the Terms and Conditions, to the extent received by its U.S. depository.

In the event definitive notes are issued, distributions of principal of and interest on definitive notes will be made directly to the holders of the definitive notes in whose names the definitive notes were registered at the close of business on the related record date.

Global Clearance and Settlement Procedures

Initial settlement for the notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC’s rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream participants and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream or Euroclear participants, on the other, will be effected in DTC in accordance with DTC’s rules on behalf of the relevant European international clearing system by the U.S. depositories. However, cross-market transactions of this type will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines, European time. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depository to take action to effect final settlement on its behalf by delivering or receiving notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream participants and Euroclear participants may not deliver instructions directly to DTC.

Because of time-zone differences, credits to notes received in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and will be credited the business day following a DTC settlement date. The credits to or any transactions in the notes settled

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during processing will be reported to the relevant Euroclear or Clearstream participants on that business day. Cash received in Clearstream or Euroclear as a result of sales of notes by or through a Clearstream participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date, but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream and Euroclear have agreed to these procedures in order to facilitate transfers of notes among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform these procedures and these procedures may be discontinued at any time.

Definitive Notes

Beneficial owners of book-entry notes may exchange those notes for notes in physical form or definitive notes registered in their name only if:

• DTC is unwilling or unable to continue as depository for the global notes or ceases to be a registered “clearing agency” and DCENT is unable to find a qualified replacement for DTC;

• DCENT, in its sole discretion, elects to terminate its participation in the book entry system through DTC; or

• any event of default has occurred and is continuing for those book-entry notes and beneficial owners evidencing not less than 50% of the unpaid Outstanding Dollar Principal Amount of the notes of the related class or tranche advise the indenture trustee and DTC that the continuation of a book-entry system is no longer in the best interests of those beneficial owners.

If any of these three events occurs, DTC is required to notify the beneficial owners through the chain of intermediaries that the definitive notes are available. The appropriate global note will then be exchangeable in whole for definitive notes in registered form of like tenor and of an equal aggregate stated principal amount, in specified denominations. Definitive notes will be registered in the name or names of the person or persons specified by DTC in a written instruction to the registrar of the notes. DTC may base its written instruction upon directions it receives from its participants. Thereafter, the holders of the definitive notes will be recognized as the “holders” of the notes under the indenture and the indenture supplement.

Deposits and Allocation of Funds for DiscoverSeries Notes

The indenture specifies how Finance Charge Amounts, Principal Amounts and certain other amounts received by DCENT will be allocated among the outstanding series of notes secured by the assets in DCENT. The DiscoverSeries indenture supplement specifies how Series Finance Charge Amounts, Series Principal Amounts and certain other amounts will be deposited into the DCENT trust accounts established for the DiscoverSeries notes, applied to pay servicing fees and used to reimburse the DiscoverSeries’ share of charged-off receivables allocated to the collateral certificate. We describe below the material provisions relating to the DiscoverSeries application of funds.

Application of Series Finance Charge Amounts

In general, subject to the further detail set forth under “—Cash Flows,” the note issuance trust uses Series Finance Charge Amounts for the DiscoverSeries in the following order of priority on each distribution date, to the extent funds are available:

(1) to deposit monthly interest, swap payments or accreted discount for Class A;

(2) to deposit monthly interest, swap payments or accreted discount for Class B;

(3) to deposit monthly interest, swap payments or accreted discount for Class C;

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(4) to pay servicing fees with respect to the collateral certificate;

(5) to deposit monthly interest, swap payments or accreted discount for Class D;

(6) to reimburse current charged-off receivables;

(7) to reimburse Class A Nominal Liquidation Amount deficits;

(8) to reimburse Class B Nominal Liquidation Amount deficits;

(9) to reimburse Class C Nominal Liquidation Amount deficits;

(10) to reimburse Class D Nominal Liquidation Amount deficits;

(11) to make any targeted deposits into the accumulation reserve subaccounts in anticipation of maturing tranches of notes;

(12) to make any targeted deposits into the Class C reserve subaccounts for Class C notes if the applicable excess spread funding triggers have been breached;

(13) to make any targeted deposits into any Class D reserve subaccounts for Class D notes if any applicable excess spread funding triggers have been breached;

(14) to make deposits into the master trust’s finance charge collections reallocation account for reallocation to any other series of master trust certificates and other series of notes; and

(15) to pay to Discover Funding LLC.

Application of Series Principal Amounts

In general, subject to the further detail set forth under “—Cash Flows,” the note issuance trust uses Series Principal Amounts for the DiscoverSeries, including Series Finance Charge Amounts that have been used to reimburse current and past charged-off receivables pursuant to steps (6) through (10) under “—Application of Series Finance Charge Amounts” above and, as a result, are recharacterized as Series Principal Amounts, in the following order of priority on each distribution date, to the extent funds are available:

(1) to deposit any shortfalls in monthly interest, swap payments or accreted discount for Class A, to the extent of Series Principal Amounts allocable to Class B, Class C and Class D;

(2) to deposit any shortfalls in monthly interest, swap payments or accreted discount for Class B, to the extent of Series Principal Amounts allocable to Class C and Class D;

(3) to deposit any shortfalls in monthly interest, swap payments or accreted discount for Class C, to the extent of Series Principal Amounts allocable to Class D;

(4) to pay any shortfalls in servicing fees with respect to the collateral certificate, to the extent of Series Principal Amounts allocable to Class B, Class C and Class D;

(5) to make any targeted deposit to pay Class A principal;

(6) to make any targeted deposit to prefund the Class A notes;

(7) to make any targeted deposit to pay Class B principal;

(8) to make any targeted deposit to prefund the Class B notes;

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(9) to make any targeted deposit to pay Class C principal;

(10) to make any targeted deposit to prefund the Class C notes;

(11) to make any targeted deposit to pay Class D principal;

(12) to make deposits into the master trust’s principal collections reallocation account for reallocation to any other series of master trust certificates and other series of notes; and

(13) to make deposits into the master trust’s collections account for reinvestment in new receivables.

Reallocation of Finance Charge Amounts and Principal Amounts

In general, for series other than Series 2007-CC, if any, the master trust will use each master trust series’ share of collections and other income to make required payments, to pay its share of servicing fees and to reimburse its share of charged-off amounts. If a master trust series has more collections and other income than it needs in any month, the master trust may make the excess collections and other income available to other master trust series, so those master trust series may make their payments and reimbursements. The master trust will make a proportionate share of excess amounts available to the note issuance trust through the collateral certificate to cover any shortfalls with respect to the notes. If the note issuance trust has more collections and other income than it needs in any month to make required payments and reimbursements for the notes, it will return the excess to the master trust to the extent necessary to cover shortfalls for other master trust series, if any. You will not be entitled to receive these excess collections or other income.

The note issuance trust uses Reallocated Finance Charge Amounts, if any, in the following order of priority on each distribution date, to the extent funds are available:

(1) to deposit monthly interest, swap payments or accreted discount for Class A;

(2) to deposit monthly interest, swap payments or accreted discount for Class B;

(3) to deposit monthly interest, swap payments or accreted discount for Class C;

(4) to pay servicing fees with respect to the collateral certificate;

(5) to deposit monthly interest, swap payments or accreted discount for Class D;

(6) to reimburse current charged-off receivables;

(7) to reimburse Class A Nominal Liquidation Amount deficits;

(8) to reimburse Class B Nominal Liquidation Amount deficits;

(9) to reimburse Class C Nominal Liquidation Amount deficits;

(10) to reimburse Class D Nominal Liquidation Amount deficits;

(11) to make any targeted deposits into the accumulation reserve subaccounts in anticipation of maturing tranches of notes;

(12) to make any targeted deposits into the Class C reserve subaccounts for Class C notes if the applicable excess spread funding triggers have been breached; and

(13) to make any targeted deposits into the Class D reserve subaccounts for the Class D notes if the applicable excess spread funding triggers have been breached.

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The DiscoverSeries receives Reallocated Principal Amounts, if any, based on shortfalls in the amount of targeted principal deposits for the notes, other than prefunding deposits and amounts with respect to tranches of notes for which an early redemption event or an amortization event has occurred, and then based on shortfalls in targeted prefunding deposits. The note issuance trust uses the Reallocated Principal Amounts, if any, in the following order of priority on each distribution date, to the extent funds are available:

(1) to make any targeted deposit to pay Class A principal;

(2) to make any targeted deposit to prefund the Class A notes;

(3) to make any targeted deposit to pay Class B principal;

(4) to make any targeted deposit to prefund the Class B notes;

(5) to make any targeted deposit to pay Class C principal;

(6) to make any targeted deposit to prefund the Class C notes; and

(7) to make any targeted deposit to pay Class D principal.

Notwithstanding the foregoing, no Principal Collections or similar amounts from any other series of master trust certificates or other series of notes will be allocated to the DiscoverSeries or applied to pay principal for any tranche for which an early redemption event or event of default has occurred and is continuing.

Fees and Expenses Payable from Collections

Certain fees and expenses of the DiscoverSeries in connection with servicing and credit enhancement will be payable by the note issuance trust from the cash flows of the DiscoverSeries, and in certain instances, from reallocations of collections from other series of master trust certificates or other series of notes, in the manner and, generally, in the priority as set forth below:

Expense/Fee	Payee	Payment Source	Amount	Priority of Payment
Series Servicing Fees	The master servicer	Series Finance Charge Amounts, Reallocated Finance Charge Amounts, if any, and principal allocated to Class B notes, Class C notes and Class D notes	2% per annum of the Nominal Liquidation Amount of DiscoverSeries notes, calculated on the basis of a 360-day year of twelve 30-day months	See steps (7), (14), (41), (42) and (43) under “—Cash Flows”
[Payment under supplemental credit enhancement agreement]	[Name of supplemental credit enhancement provider]	[Series Finance Charge Amounts]	[●]	[●]
[Payment under supplemental liquidity agreement]	[Name of Supplemental liquidity provider]	[Series Finance Charge Amounts]	[●]	[●]

For specific priority within the cash flows, please see “—Cash Flows.” For a description of the servicing fee, see “Servicing — Servicing Compensation and Payment of Expenses.”

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Targeted Principal Deposit

The amount targeted to be deposited in the principal funding subaccount for any tranche of DiscoverSeries notes on a distribution date is the amount determined pursuant to clauses (a), (b), (c) or (d) below for the tranche for the distribution date, as applicable, or if more than one such clause is applicable, the highest amount determined pursuant to any one of such clauses, plus the amount targeted to be prefunded as described in “—Prefunding” below; provided that for any tranche for which a receivables sale has occurred, the targeted principal amounts will thereafter be zero. The note issuance trust will make these deposits subject to the subordination provisions and cash flows of the indenture supplement:

(a) Deposits for Principal Payment Dates. For any tranche that does not have an accumulation period and for which the distribution date is a principal payment date, the amount scheduled to be paid on that principal payment date as specified in the prospectus for such tranche[, which for the Class [    ]([    ]-[    ]) notes is equal to [●],] plus any amount that was scheduled to be paid on any previous principal payment date that was not so paid, minus any prefunded amounts available to be applied to make such payment in accordance with the provisions of the indenture supplement,

(b) Deposits for Accumulation Periods. For any tranche in its accumulation period[, including the Class [    ]([    ]-[    ]) notes], beginning with the first distribution date of the accumulation period, the accumulation amount for that tranche[, which for the Class [    ]([    ]-[    ]) notes is described in “Prospectus Summary — Information Regarding the Offered Notes — Accumulation Period” and “—Variable Accumulation Period” below,] plus any accumulation amount that was scheduled to be deposited on any previous distribution date in the accumulation period that was not so deposited, minus any prefunded amounts available to be applied to make such deposit in accordance with the provisions of the indenture supplement,

(c) Deposits for Accelerated Tranche. For any tranche that has been accelerated after the occurrence of an event of default, or if an early redemption event with respect to such tranche has occurred and is continuing, the Nominal Liquidation Amount of such tranche on the last day of the prior calendar month, or

(d) Derivative Payments. For any tranche that has a derivative agreement for principal that provides for a payment to the applicable derivative counterparty[, including the Class [    ]([    ]-[    ]) notes], the amount specified in the applicable prospectus for such tranche[, which for the Class [    ]([    ]-[    ] notes will be [●]] as the amount to be deposited on the applicable distribution date with respect to any payment to the derivative counterparty, plus any amount that was scheduled to be deposited on any previous distribution date that was not so deposited, minus any prefunded amounts available to be applied to make such deposit in accordance with the provisions of the indenture supplement.

However, no deposit will be made for any tranches of subordinated notes prior to their legal maturity dates if the usage of those subordinated notes by any tranche of senior notes is greater than zero. In addition, the targeted principal deposit for a tranche of notes will never exceed the Nominal Liquidation Amount for such tranche.

Variable Accumulation Period

The note issuance trust will begin to accumulate cash in the principal funding subaccount for the Class [    ]([    ]-[    ]) notes on [●], or the next business day, using collections it receives on or after that date to pay principal at maturity, unless the note issuance trust prefunds the account following the expected maturity date of a subordinated tranche of notes, or an early redemption event or an event of default has occurred and is continuing. The note issuance trust will be scheduled to accumulate Series Principal Amounts and Reallocated Principal Amounts, if any, in the principal funding subaccount for the Class [    ]([    ]-[    ]) notes over several months, so that it will have funds available to make the final payment.

The calculation agent on behalf of the note issuance trust is required to shorten the accumulation period for the Class [    ]([    ]-[    ]) notes only if the calculation agent determines in good faith that certain conditions will be

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satisfied, including that the calculation agent reasonably believes, based on the payment rate and the anticipated availability of Series Principal Amounts and similar amounts reallocated from any other series of master trust certificates and other series of notes, that delaying the start of the accumulation period for the Class [    ]([    ]-[    ]) notes will not result in failure to make full payment of the Class [    ]([    ]-[    ]) notes on its expected maturity date.

The calculation agent will not have to obtain confirmation from the applicable note rating agencies hired by the note issuance trust that shortening the accumulation period for the Class [    ]([    ]-[    ]) notes will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings, unless at the time of such shortening there is outstanding another tranche of notes that was issued before January 1, 2009 for which the accumulation period has already been shortened. The calculation agent will give notice to the applicable note rating agencies hired by the note issuance trust in the event the accumulation period for the Class [    ]([    ]-[    ]) notes is shortened.

[In any event, the accumulation period must commence no later than the first day of the calendar month related to the expected maturity date for the Class [    ]([    ]-[     ]) notes.]

Prefunding

If notes of a subordinated class reach their expected maturity date at a time when they are needed to provide the required subordination for the senior notes and no additional subordinated notes are issued, prefunding of the senior notes will begin. The principal funding subaccounts for the senior notes will be prefunded with Series Principal Amounts and Reallocated Principal Amounts, if any, subject to the availability of such funds and the cash flow provisions of the indenture supplement, in an amount necessary to permit the payment of those subordinated notes while maintaining the required subordination for the portion of senior notes that have not been prefunded. Subordinated notes that have reached their expected maturity date will not be paid unless the usage of those subordinated classes by any tranche of senior notes is zero and the remaining subordinated notes provide the required subordination for the senior notes, which payment may be delayed further as other subordinated notes reach their expected maturity date. The subordinated notes will be paid on their legal maturity date, to the extent that any funds are available for that purpose from proceeds of the sale of receivables or otherwise allocable to the subordinated notes, whether or not the senior notes have been fully prefunded.

The amount to be prefunded for each tranche of senior notes is determined in the following manner, after giving effect to all payments or deposits of principal that are targeted to occur on the applicable distribution date:

• First, the calculation agent will determine whether the aggregate Nominal Liquidation Amount of each class of subordinated notes is sufficient to provide the required subordinated amount of such class for each tranche of senior notes.

• Second, the calculation agent will determine the senior-most class that will have a shortfall in the required subordinated amount, which will be the class that is initially selected for prefunding. For example, if there will be both a shortfall in the required subordinated amount of Class B notes for Class A notes and a shortfall in the required subordinated amount of Class C notes for Class B notes, the Class A notes will be prefunded.

• Third, the calculation agent will determine the subordinated class with the most significant shortfall for the senior class to be prefunded, and will determine the tranche or tranches of the senior class that have the highest required subordinated percentage of that subordinated class (determined, for Class B and Class C, on an unencumbered basis).

• Fourth, the calculation agent will determine the amount by which each such tranche must be prefunded to eliminate any shortfalls in the required subordinated amount of the subordinated notes, up to the amount of the Nominal Liquidation Amount of each such tranche, with prefunding to be allocated among affected tranches that have the highest required subordinated percentage of that class pro rata based on their Nominal Liquidation Amounts.

• Finally, the calculation agent will repeat the foregoing calculation, after giving effect to any prefunding determinations it has already made, until the shortfall in the required subordinated amount of each subordinated class for each senior class is reduced to zero.

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The required prefunding amount for each tranche of senior notes is recalculated on each distribution date without giving effect to any prior prefunding. If the amount prefunded in the principal funding subaccount for any tranche of senior notes on any distribution date exceeds the required amount after such recalculation, the note issuance trust will withdraw the excess prefunded amount from the applicable principal funding subaccount on that distribution date and treat that amount as Series Principal Amounts, or will apply the excess to any scheduled deposits or payments for the applicable tranche for that distribution date.

Accumulation Reserve Account

The note issuance trust will establish an accumulation reserve subaccount to cover shortfalls in investment earnings on amounts, other than prefunded amounts, on deposit in the principal funding subaccount for each tranche of notes, including the Class [    ]([    ]-[    ]) notes. Initially, the accumulation reserve account will not be funded. Unless the accumulation period for the Class [    ]([    ]-[    ]) notes is expected to be shortened to one month, the calculation agent will determine the date on which the note issuance trust is required to start funding the accumulation reserve subaccount for a tranche based on the three-month rolling average excess spread percentage for the DiscoverSeries in accordance with the following table:

Distribution Date	Threshold for commencement of funding the accumulation reserve subaccount
3 calendar months prior to the first distribution date of an accumulation period and any following distribution date	No minimum three-month rolling average excess spread percentage
4 calendar months prior to the first distribution date of an accumulation period and any following distribution date	If the three-month rolling average excess spread percentage is less than [4]%
6 calendar months prior to the first distribution date of an accumulation period and any following distribution date	If the three-month rolling average excess spread percentage is less than [3]%.
12 calendar months prior to the first distribution date of an accumulation period and any following distribution date	If the three-month rolling average excess spread percentage is less than [2]%.

The amount targeted to be deposited is [0.5]% of the Outstanding Dollar Principal Amount of that tranche of notes. The note issuance trust may designate a different percentage and, if such amount is a lesser amount, the applicable Note Rating Agencies hired by DCENT must have confirmed that the designation will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings.

If the three-month rolling average excess spread percentage falls below any level specified in this prospectus at any point after the note issuance trust would otherwise have started to fund the accumulation reserve subaccount, or if the calculation agent determines that the accumulation period will not be shortened to one month, the note issuance trust will begin such funding on the next distribution date.

Class C Reserve Account

The note issuance trust [will][may] establish a Class C reserve subaccount for each tranche of Class C notes[, including the Class C([    ]-[    ]) notes,] to provide credit enhancement solely for the holders of such tranche. Funds on deposit in the Class C reserve subaccount [for the Class C([    ]-[    ]) notes] will be available to holders of the [applicable tranche of notes][Class C([    ]-[    ]) notes] to cover shortfalls of interest and to reimburse losses related to charged-off receivables or the application of Series Principal Amounts allocated to these notes to pay interest on senior notes or servicing fees. The cumulative targeted deposit in the Class C reserve account will be [the Adjusted Outstanding Dollar Principal Amount of all DiscoverSeries notes (other than the Class D notes) plus the amount of funds on deposit in the principal funding subaccounts for all tranches of the DiscoverSeries notes in connection with prefunding of senior notes, multiplied by [a specified percentage].

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The amount deposited to the Class C reserve account will be allocated to the Class C reserve subaccount for each tranche of Class C notes based on the ratio of the Nominal Liquidation Amount for such tranche of Class C notes to the Nominal Liquidation Amount for all tranches of Class C notes.

The amount targeted to be in the Class C reserve subaccounts will adjust monthly as the three-month average excess spread percentage rises or falls. If the targeted amount declines such that the amount on deposit in the Class C reserve subaccount for any tranche of Class C notes exceeds the adjusted targeted amount of the Class C reserve subaccount for that tranche of Class C notes, the note issuance trust will withdraw the excess from the applicable Class C reserve subaccount and treat it as Series Finance Charge Amounts.

Class D Reserve Account

The note issuance trust may establish a Class D reserve subaccount for each tranche of Class D notes to provide credit enhancement solely for the holders of such tranche, although such an account has not been established at this time. If a Class D reserve account were established, funds on deposit in the Class D reserve subaccount would be available to holders of the applicable tranche of Class D notes to cover shortfalls of interest and to reimburse losses related to charged-off receivables or the application of Series Principal Amounts allocated to these notes to pay interest on senior notes or servicing fees. The cumulative targeted deposit in the Class D reserve account would be the Adjusted Outstanding Dollar Principal Amount of all DiscoverSeries notes plus the amount of funds on deposit in the principal funding subaccounts for all tranches of the DiscoverSeries notes in connection with prefunding of senior notes, multiplied by a specified percentage.

The amount deposited to the Class D reserve account may be allocated to the Class D reserve subaccount for each tranche of Class D notes based on the ratio of the Nominal Liquidation Amount for such tranche of Class D notes to the Nominal Liquidation Amount for all tranches of Class D notes.

The amount targeted to be in the Class D reserve subaccounts may adjust monthly as the three-month average excess spread percentage rises or falls. If the targeted amount declines such that the amount on deposit in the Class D reserve subaccount for any tranche of Class D notes exceeds the adjusted targeted amount of the Class D reserve subaccount for that tranche of Class D notes, the note issuance trust will withdraw the excess from the applicable Class D reserve subaccount and treat it as Series Finance Charge Amounts. Currently, there is no Class D reserve account.

Cash Flows

In this section, we have summarized the cash flow provisions for the DiscoverSeries and we have used familiar terms instead of the more complex defined terms used in the indenture supplement. References to interest, swap payments, accreted discount and servicing fees may include certain related amounts that the note issuance trust did not fully pay, deposit or reimburse in prior months and therefore are carried forward.

Throughout these cash flows, allocations of charged-off receivables to a tranche of notes will decrease the Nominal Liquidation Amount of such tranche. If the initial allocation of charged-off receivables is then reallocated from senior notes to subordinated notes, the Nominal Liquidation Amount of the senior class will be restored while the Nominal Liquidation Amount of the subordinated notes will decrease. If the note issuance trust uses Principal Collections allocable to subordinated notes to pay interest on senior notes or servicing fees, the Nominal Liquidation Amount of the subordinated notes will also decrease. Each such decrease or increase in the Nominal Liquidation Amount of a tranche will result in a corresponding increase or decrease in the Nominal Liquidation Amount deficit for the affected tranche. Any reimbursement of Nominal Liquidation Amount deficits will also increase the related Nominal Liquidation Amount. We have not described these adjustments in the following summary, but they are set forth in detail in the indenture supplement related to these notes.

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The cash flow provisions described below assume that the Series 2007-CC collateral certificate is the only collateral certificate owned by the note issuance trust. If additional collateral certificates are transferred to the note issuance trust in the future, some of the cash flow provisions below, and related definitions, would be modified to address allocations between the additional collateral certificates and the initial collateral certificate issued by the master trust. For example, the interest period or types of “finance charges” with respect to an additional collateral certificate and the way reallocation accounts are used for the master trust issuing an additional collateral certificate may differ from those related to the Series 2007-CC collateral certificate. Unless additional series of notes under the indenture or other series of master trust certificates are issued, there will be no Reallocated Finance Charge Amounts and no Reallocated Principal Amounts, and any steps that would have allocated Reallocated Finance Charge Amounts or Reallocated Principal Amounts will not apply.

In this summary, when we discuss usage of subordinated amounts, increases or decreases in the available subordinated amount, and the application of Principal Collections allocable to the subordinated notes to pay interest on senior notes or servicing fees, we have assumed that all Class A notes receive loss protection from Class B notes. The note issuance trust may, however, issue tranches of Class A notes that do not receive loss protection from Class B notes. For those tranches, cash flow provisions that reallocate Nominal Liquidation Amount deficits from Class A to Class B or that apply Class B principal to pay interest on Class A notes will not apply, and certain formulas will apply in slightly different form. For example, usage of Class C notes or Class D notes by Class B notes will not affect the usage of Class C notes, Class D notes or the available subordinated amount of Class C notes or Class D notes for those Class A notes and usage of Class C notes or Class D notes by those Class A notes will not affect the usage of Class C notes, Class D notes or the available subordinated amount of Class C notes or Class D notes for any Class B tranche. These adjustments are set forth in detail in the indenture supplement that we filed with the registration statement related to these notes.

The indenture trustee will cause the allocations described below to be made on each distribution date.

(1) Deposit of Series Finance Charge Amounts and Series Principal Amounts. The indenture trustee will deposit all Series Finance Charge Amounts and Series Principal Amounts into the DiscoverSeries collections account. Discover Bank, as calculation agent for the note issuance trust, may instruct the trustee for the master trust to retain amounts that will be allocated to master trust accounts or paid to the master servicer; any such amounts will not be deposited in the DiscoverSeries collections account but will be treated as Series Finance Charge Amounts or Series Principal Amounts and allocated as if they had been so deposited.

(2) Income on Accounts. The indenture trustee will withdraw all income earned on funds on deposit in the principal funding account, the interest funding account and the accumulation reserve account during the prior month from each such account and deposit those funds into the DiscoverSeries collections account, and such amounts will be treated as Series Finance Charge Amounts.

(3) Withdrawal from Accumulation Reserve Subaccounts to Cover Accumulation Negative Spread. For each tranche of notes in the DiscoverSeries that is in its accumulation period, the indenture trustee will withdraw funds available in the accumulation reserve subaccount for that tranche to cover any difference, or “negative spread,” between the interest earned on funds on deposit in the principal funding subaccount for that tranche in connection with targeted principal deposits other than prefunding deposits for senior notes and the interest, swap payments or accreted discount payable on the corresponding principal amount (or dollar equivalent) of notes in that tranche. The indenture trustee will deposit the funds from the accumulation reserve subaccount into the DiscoverSeries collections account, and such amount will be treated as Series Finance Charge Amounts. However, any negative spread related to prefunding deposits will not be withdrawn from the accumulation reserve subaccount. Instead, the collateral certificate will receive a special allocation of Finance Charge Collections otherwise allocable to the Depositor to cover negative spread with respect to prefunding deposits, which is included in the Series Finance Charge Amounts deposited in step (1).

(4) Class A Interest, Swap Payments and Accreted Discount from Series Finance Charge Amounts. The note issuance trust will use the Series Finance Charge Amounts to deposit monthly Class A interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for each tranche of Class A notes, pro rata based on the amount to be deposited for each such tranche.

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(5) Class B Interest, Swap Payments and Accreted Discount from Series Finance Charge Amounts. The note issuance trust will use the Series Finance Charge Amounts remaining after step (4) to deposit monthly Class B interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for each tranche of Class B notes, pro rata based on the amount to be deposited for each such tranche.

(6) Class C Interest, Swap Payments and Accreted Discount from Series Finance Charge Amounts. The note issuance trust will use the Series Finance Charge Amounts remaining after step (5) to deposit monthly Class C interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for each tranche of Class C notes, pro rata based on the amount to be deposited for each such tranche.

(7) Series Servicing Fees from Series Finance Charge Amounts. The note issuance trust will use the Series Finance Charge Amounts remaining after step (6) to pay series servicing fees to the master servicer for the master trust.

(8) Class D Interest, Swap Payments and Accreted Discount from Series Finance Charge Amounts. The note issuance trust will use the Series Finance Charge Amounts remaining after step (7) to deposit monthly Class D interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for each tranche of Class D notes, pro rata based on the amount to be deposited for each such tranche.

(9) Allocation from the Master Trust’s Finance Charge Collections Reallocation Account. If the note issuance trust cannot make all required interest, swap payment, accreted discount and series servicing fee deposits and payments in steps (4) to (8), the note issuance trust will receive a pro rata share of any excess Finance Charge Collections, interchange and other amounts that any other series of notes under the indenture or other series of master trust certificates have reallocated to the master trust’s finance charge collections reallocation account, up to the amount of the shortfall. The pro rata share equals:

• the aggregate amount of all shortfalls for the DiscoverSeries from steps (4) to (8), divided by

• the sum of such shortfalls for the DiscoverSeries and any other series of notes issued by the note issuance trust, and any shortfalls with respect to Class A interest and servicing fees for any series of master trust certificates.

We refer to all amounts allocated to the DiscoverSeries from the master trust’s reallocation account under step (9) as the “Reallocated Finance Charge Amounts.”

(10) Reserved.

(11) Class A Interest, Swap Payment and Accreted Discount Shortfalls from Reallocated Finance Charge Amounts. If the note issuance trust cannot deposit monthly Class A interest, swap payments and accreted discount in full in step (4), the note issuance trust will use the Reallocated Finance Charge Amounts to deposit monthly Class A interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for each tranche of Class A notes, pro rata based on the amount of the shortfall after step (4) for each such tranche.

(12) Class B Interest, Swap Payment and Accreted Discount Shortfalls from Reallocated Finance Charge Amounts. If the note issuance trust cannot deposit monthly Class B interest, swap payments and accreted discount in full in step (5), the note issuance trust will use the Reallocated Finance Charge Amounts remaining after step (11) to deposit monthly Class B interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for each tranche of Class B notes, pro rata based on the amount of the shortfall after step (5) for each such tranche.

(13) Class C Interest, Swap Payment and Accreted Discount Shortfalls from Reallocated Finance Charge Amounts. If the note issuance trust cannot deposit monthly Class C interest, swap payments and accreted discount in full in step (6), the note issuance trust will use the Reallocated Finance Charge Amounts remaining after step (12) to deposit monthly Class C interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for each tranche of Class C notes, pro rata based on the amount of the shortfall after step (6) for each such tranche.

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(14) Series Servicing Fee Shortfall from Reallocated Finance Charge Amounts. If the note issuance trust cannot pay series servicing fees in full in step (7), the note issuance trust will use the Reallocated Finance Charge Amounts remaining after step (13) to pay the remaining series servicing fees.

(15) Class D Interest, Swap Payment and Accreted Discount Shortfalls from Reallocated Finance Charge Amounts. If the note issuance trust cannot deposit monthly Class D interest, swap payments and accreted discount in full in step (8), the note issuance trust will use the Reallocated Finance Charge Amounts remaining after step (14) to deposit monthly Class D interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for each tranche of Class D notes, pro rata based on the amount of the shortfall after step (8) for each such tranche.

(16) Charged-off Receivables from Series Finance Charge Amounts. The note issuance trust will use the Series Finance Charge Amounts remaining after step (8) to reimburse the share of charged-off receivables allocated to the collateral certificate by the master trust that the note issuance trust reallocates to the DiscoverSeries under the indenture. The amounts used for this reimbursement will be treated as Series Principal Amounts.

(17) Reimbursement of Class A Nominal Liquidation Amount Deficit from Series Finance Charge Amounts. The note issuance trust will use the Series Finance Charge Amounts remaining after step (16) to reimburse any Nominal Liquidation Amount deficit for each tranche of Class A notes, pro rata based on the amount of the deficit for each such tranche. The amounts used for this reimbursement will be treated as Series Principal Amounts.

(18) Reimbursement of Class B Nominal Liquidation Amount Deficit from Series Finance Charge Amounts. The note issuance trust will use the Series Finance Charge Amounts remaining after step (17) to reimburse any Nominal Liquidation Amount deficit for each tranche of Class B notes, pro rata based on the amount of the deficit for each such tranche. The amounts used for this reimbursement will be treated as Series Principal Amounts.

For each tranche of Class A notes, the Class A Usage of Class B Notes will decrease and the related available subordinated amount will increase in connection with this reimbursement, each as specified in the indenture supplement.

(19) Reimbursement of Class C Nominal Liquidation Amount Deficit from Series Finance Charge Amounts. The note issuance trust will use the Series Finance Charge Amounts remaining after step (18) to reimburse any Nominal Liquidation Amount deficit for each tranche of Class C notes, pro rata based on the amount of the deficit for each such tranche. The amounts used for this reimbursement will be treated as Series Principal Amounts.

For each tranche of Class A notes or Class B notes, the Class A Usage of Class C Notes and the Class B Usage of Class C Notes, as applicable, will decrease and the related available subordinated amounts will increase in connection with this reimbursement, each as specified in the indenture supplement.

(20) Reimbursement of Class D Nominal Liquidation Amount Deficit from Series Finance Charge Amounts. The note issuance trust will use the Series Finance Charge Amounts remaining after step (19) to reimburse any Nominal Liquidation Amount deficit for each tranche of Class D notes, pro rata based on the amount of the deficit for each such tranche. The amounts used for this reimbursement will be treated as Series Principal Amounts.

For each tranche of Class A notes, Class B notes or Class C notes, the Class A Usage of Class D Notes, the Class B Usage of Class D Notes and the Class C Usage of Class D Notes, as applicable, will decrease and the related available subordinated amounts will increase in connection with this reimbursement, each as specified in the indenture supplement.

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(21) Allocation from the Master Trust Finance Charge Collections Reallocation Account. If the note issuance trust cannot fully reimburse the share of charged-off receivables allocated to the DiscoverSeries in step (16) and the Nominal Liquidation Amount deficits in steps (17) to (20), the note issuance trust will receive a pro rata share of any excess Finance Charge Collections and similar amounts remaining after step (9) or a similar step that any other series of notes under the indenture or other series of master trust certificates have reallocated to the master trust’s finance charge collections reallocation account, up to the amount of the unreimbursed charged-off receivables and Nominal Liquidation Amount deficits. The pro rata share equals:

• the aggregate amount of all unreimbursed charged-off receivables and Nominal Liquidation Amount deficits for the DiscoverSeries from steps (16) to (20), divided by

• the sum of such unreimbursed charged-off receivables and Nominal Liquidation Amount deficits for the DiscoverSeries and any other series of notes issued by the note issuance trust and any unreimbursed charged-off receivables and similar deficits with respect to the Class A certificates for any series of master trust certificates.

The Reallocated Finance Charge Amounts will increase by the amount of this pro rata share.

(22) Reserved.

(23) Unreimbursed Charged-off Receivables from Reallocated Finance Charge Amounts. If the note issuance trust cannot fully reimburse the share of charged-off receivables allocated to the DiscoverSeries in step (16), the note issuance trust will use the Reallocated Finance Charge Amounts remaining after step (21) to reimburse such share of charged-off receivables. The amounts used for this reimbursement will be treated as Series Principal Amounts.

(24) Reimbursement of Class A Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts. If the note issuance trust cannot fully reimburse the Nominal Liquidation Amount deficit for each tranche of Class A notes in step (17), the note issuance trust will use the Reallocated Finance Charge Amounts remaining after step (23) to reimburse the Nominal Liquidation Amount deficit for each tranche of Class A notes, pro rata based on the amount of the deficit for each such tranche. The amounts used for this reimbursement will be treated as Series Principal Amounts.

(25) Reimbursement of Class B Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts. If the note issuance trust cannot fully reimburse the Nominal Liquidation Amount deficit for each tranche of Class B notes in step (18), the note issuance trust will use the Reallocated Finance Charge Amounts remaining after step (24) to reimburse the Nominal Liquidation Amount deficit for each tranche of Class B notes, pro rata based on the amount of the deficit for each such tranche. The amounts used for this reimbursement will be treated as Series Principal Amounts.

For each tranche of Class A notes, the Class A Usage of Class B Notes will decrease and the related available subordinated amount will increase in connection with this reimbursement, each as specified in the indenture supplement.

(26) Reimbursement of Class C Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts. If the note issuance trust cannot fully reimburse the Nominal Liquidation Amount deficit for each tranche of Class C notes in step (19), the note issuance trust will use the Reallocated Finance Charge Amounts remaining after step (25) to reimburse the Nominal Liquidation Amount deficit for each tranche of Class C notes, pro rata based on the amount of the deficit for each such tranche. The amounts used for this reimbursement will be treated as Series Principal Amounts.

For each tranche of Class A notes or Class B notes, the Class A Usage of Class C Notes and the Class B Usage of Class C Notes, as applicable, will decrease and the related available subordinated amounts will increase in connection with this reimbursement, each as specified in the indenture supplement.

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(27) Reimbursement of Class D Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts. If the note issuance trust cannot fully reimburse the Nominal Liquidation Amount deficit for each tranche of Class D notes in step (20), the note issuance trust will use the Reallocated Finance Charge Amounts remaining after step (26) to reimburse the Nominal Liquidation Amount deficit for each tranche of Class D notes, pro rata based on the amount of the deficit for each such tranche. The amounts used for this reimbursement will be treated as Series Principal Amounts.

For each tranche of Class A notes, Class B notes or Class C notes, the Class A Usage of Class D Notes, the Class B Usage of Class D Notes and the Class C Usage of Class D Notes, as applicable, will decrease and the related available subordinated amounts will increase in connection with this reimbursement, each as specified in the indenture supplement.

(28) Unreimbursed Charged-off Receivables; Initial Allocation. If the note issuance trust cannot fully reimburse the DiscoverSeries’ share of charged-off receivables in steps (16) and (23), the unreimbursed portion will initially be allocated to each tranche of outstanding notes in the DiscoverSeries pro rata based on the Nominal Liquidation Amount of each such tranche.

For each tranche of Class A notes, Class B notes or Class C notes, the Class A Usage of Class B Notes, the Class A Usage of Class C Notes, the Class A Usage of Class D Notes, the Class B Usage of Class C Notes, the Class B Usage of Class D Notes and the Class C Usage of Class D Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this allocation, each as specified in the indenture supplement.

(29) Unreimbursed Charged-off Receivables; Reallocation from Class A to Class D. The note issuance trust will reallocate the amount allocated to each tranche of Class A notes in step (28) to the Class D notes in an amount up to the Class A Available Subordinated Amount of Class D Notes for the applicable tranche of Class A notes.

For each tranche of Class A notes, Class B notes or Class C notes, the Class A Usage of Class D Notes, the Class B Usage of Class D Notes and the Class C Usage of Class D Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement.

(30) Unreimbursed Charged-off Receivables; Reallocation from Class A to Class C. The note issuance trust will reallocate the amount allocated to each tranche of Class A notes in step (28) and not reallocated to the Class D notes in step (29) to the Class C notes in an amount up to the Class A Available Subordinated Amount of Class C Notes for the applicable tranche of Class A notes.

For each tranche of Class A notes or Class B notes, the Class A Usage of Class C Notes and the Class B Usage of Class C Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement.

(31) Unreimbursed Charged-off Receivables; Reallocation from Class A to Class B. The note issuance trust will reallocate the amount allocated to each tranche of Class A notes in step (28) and not reallocated to the Class D notes in step (29) and not reallocated to the Class C notes in step (30) to the Class B notes in an amount up to the Class A Available Subordinated Amount of Class B Notes for the applicable tranche of Class A notes.

For each tranche of Class A notes, the Class A Usage of Class B Notes will increase and the related available subordinated amount will decrease in connection with this reallocation, each as specified in the indenture supplement.

(32) Unreimbursed Charged-off Receivables; Reallocation from Class B to Class D. The note issuance trust will reallocate:

• the amount allocated to each tranche of Class B notes in step (28), and

• the amount reallocated to each tranche of Class B notes in step (31)

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to the Class D notes in an amount up to the Class B Available Subordinated Amount of Class D Notes for the applicable tranche of Class B notes.

For each tranche of Class A notes, Class B notes or Class C notes, the Class A Usage of Class D Notes, the Class B Usage of Class D Notes and the Class C Usage of Class D Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement. For each tranche of Class A notes, the Class A Usage of Class B Notes will decrease and the related available subordinated amount will increase in connection with this reallocation, each as specified in the indenture supplement.

(33) Unreimbursed Charged-off Receivables; Reallocation from Class B to Class C. The note issuance trust will reallocate:

• the amount allocated to each tranche of Class B notes in step (28), and

• the amount reallocated to each tranche of Class B notes in step (31)

• minus any amount reallocated to the Class D notes pursuant to step (32),

to the Class C notes in an amount up to the Class B Available Subordinated Amount of Class C Notes for the applicable tranche of Class B notes.

For each tranche of Class A notes or Class B notes, the Class A Usage of Class C Notes and the Class B Usage of Class C Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement. For each tranche of Class A notes, the Class A Usage of Class B Notes will decrease and the related available subordinated amount will increase in connection with this reallocation, each as specified in the indenture supplement.

(34) Unreimbursed Charged-off Receivables; Reallocation from Class C to Class D. The note issuance trust will reallocate:

• the amount allocated to each tranche of Class C notes in step (28),

• the amount reallocated to each tranche of Class C notes in step (30) and

• the amount reallocated to each tranche of Class C notes in step (33)

to the Class D notes in an amount up to the Class C Available Subordinated Amount of Class D Notes for the applicable tranche of Class C notes.

For each tranche of Class A notes, Class B notes or Class C notes, the Class A Usage of Class D Notes, the Class B Usage of Class D Notes and the Class C Usage of Class D Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement. For each tranche of Class A notes or Class B notes, the Class A Usage of Class C Notes and the Class B Usage of Class C Notes, as applicable, will decrease and the related available subordinated amount will increase in connection with this reallocation, each as specified in the indenture supplement.

(35) Class A Interest, Swap Payment and Accreted Discount Shortfalls from Class D Principal. If the note issuance trust cannot deposit monthly Class A interest, swap payments and accreted discount in full in steps (4) and (11), the note issuance trust will use Series Principal Amounts allocated to Class D to deposit monthly Class A interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for each tranche of Class A notes, pro rata based on the amount of the remaining shortfall for each such tranche. The note issuance trust will only use Series Principal Amounts allocated to the Class D notes in an amount up to the Class A Available Subordinated Amount of Class D Notes for each applicable tranche of Class A notes.

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For each tranche of Class A notes, Class B notes or Class C notes, the Class A Usage of Class D Notes, the Class B Usage of Class D Notes and the Class C Usage of Class D Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement.

(36) Class A Interest, Swap Payment and Accreted Discount Shortfalls from Class C Principal. If the note issuance trust cannot deposit monthly Class A interest, swap payments and accreted discount in full in steps (4), (11) and (35), the note issuance trust will use Series Principal Amounts allocated to Class C to deposit monthly Class A interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for each tranche of Class A notes, pro rata based on the amount of the remaining shortfall for each such tranche. The note issuance trust will only use Series Principal Amounts allocated to the Class C notes in an amount up to the Class A Available Subordinated Amount of Class C Notes for each applicable tranche of Class A notes.

For each tranche of Class A notes or Class B notes, the Class A Usage of Class C Notes and the Class B Usage of Class C Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement.

(37) Class A Interest, Swap Payment and Accreted Discount Shortfalls from Class B Principal. If the note issuance trust cannot deposit monthly Class A interest, swap payments and accreted discount in full in steps (4), (11), (35) and (36), the note issuance trust will use Series Principal Amounts allocated to Class B to deposit monthly Class A interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for each tranche of Class A notes, pro rata based on the amount of the remaining shortfall for each such tranche. The note issuance trust will only use Series Principal Amounts allocated to the Class B notes in an amount up to the Class A Available Subordinated Amount of Class B Notes for each applicable tranche of Class A notes.

For each tranche of Class A notes, the Class A Usage of Class B Notes will increase and the related available subordinated amount will decrease in connection with this reallocation, each as specified in the indenture supplement.

(38) Class B Interest, Swap Payment and Accreted Discount Shortfall from Class D Principal. If the note issuance trust cannot deposit monthly Class B interest, swap payments and accreted discount in full in steps (5) and (12), the note issuance trust will use Series Principal Amounts allocated to Class D remaining after step (35) to deposit monthly Class B interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for each tranche of Class B notes, pro rata based on the amount of the remaining shortfall for each such tranche. The note issuance trust will only use Series Principal Amounts allocated to the Class D notes in an amount up to the Class B Available Subordinated Amount of Class D Notes for each applicable tranche of Class B notes.

For each tranche of Class A notes, Class B notes or Class C notes, the Class A Usage of Class D Notes, the Class B Usage of Class D Notes and the Class C Usage of Class D Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement.

(39) Class B Interest, Swap Payment and Accreted Discount Shortfall from Class C Principal. If the note issuance trust cannot deposit monthly Class B interest, swap payments and accreted discount in full in steps (5), (12) and (38), the note issuance trust will use Series Principal Amounts allocated to Class C remaining after step (36) to deposit monthly Class B interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for each tranche of Class B notes, pro rata based on the amount of the remaining shortfall for each such tranche. The note issuance trust will only use Series Principal Amounts allocated to the Class C notes in an amount up to the Class B Available Subordinated Amount of Class C Notes for each applicable tranche of Class B notes.

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For each tranche of Class A notes or Class B notes, the Class A Usage of Class C Notes and the Class B Usage of Class C Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement.

(40) Class C Interest, Swap Payment and Accreted Discount Shortfall from Class D Principal. If the note issuance trust cannot deposit monthly Class C interest, swap payments and accreted discount in full in steps (6) and (13), the note issuance trust will use Series Principal Amounts allocated to Class D remaining after step (38) to deposit monthly Class C interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for each tranche of Class C notes, pro rata based on the amount of the remaining shortfall for each such tranche. The note issuance trust will only use Series Principal Amounts allocated to the Class D notes in an amount up to the Class C Available Subordinated Amount of Class D Notes for each applicable tranche of Class C notes.

For each tranche of Class A notes, Class B notes or Class C notes, the Class A Usage of Class D Notes, the Class B Usage of Class D Notes and the Class C Usage of Class D Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement.

(41) Series Servicing Fee Shortfall from Class D Principal. If the note issuance trust cannot pay series servicing fees in full in steps (7) and (14), the note issuance trust will use Series Principal Amounts allocated to Class D remaining after step (40) to pay the remaining series servicing fees, in an amount up to the Class C Available Subordinated Amount of Class D Notes for all tranches of Class C notes.

For each tranche of Class A notes, Class B notes or Class C notes, the Class A Usage of Class D Notes, the Class B Usage of Class D Notes and the Class C Usage of Class D Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement.

(42) Series Servicing Fee Shortfall from Class C Principal. If the note issuance trust cannot pay series servicing fees in full in steps (7), (14) and (41), the note issuance trust will use Series Principal Amounts allocated to Class C remaining after step (39) to pay the remaining series servicing fees, in an amount up to the sum of (i) the Class A Available Subordinated Amount for all tranches of Class A notes that have no required subordinated amount of Class B notes and (ii) the Class B Available Subordinated Amount of Class C Notes for all tranches of Class B notes.

For each tranche of Class A notes or Class B notes, the Class A Usage of Class C Notes and the Class B Usage of Class C Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement.

(43) Series Servicing Fee Shortfall from Class B Principal. If the note issuance trust cannot pay series servicing fees in full in steps (8), (14), (41) and (42), the note issuance trust will use Series Principal Amounts allocated to Class B remaining after step (37) to pay the remaining series servicing fees, in an amount up to the Class A Available Subordinated Amount of Class B Notes for all tranches of Class A notes.

For each tranche of Class A notes, the Class A Usage of Class B Notes will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement.

(44) Class C Interest, Swap Payment and Accreted Discount Shortfall from Class C Reserve Subaccount. If the note issuance trust cannot deposit monthly Class C interest, swap payments and accreted discount in full in steps (6), (13) and (40), the note issuance trust will use amounts on deposit in the Class C reserve subaccount for each tranche to deposit monthly Class C interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for the related tranche of Class C notes.

(45) Class D Interest, Swap Payment and Accreted Discount Shortfall from Class D Reserve Subaccount. If the note issuance trust cannot deposit monthly Class D interest, swap payments and accreted

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discount in full in steps (8) and (15), the note issuance trust will use amounts on deposit in the Class D reserve subaccount, if any, for each tranche to deposit monthly Class D interest, swap payments and accreted discount, as applicable, into the interest funding subaccount for the related tranche of Class D notes.

(46) Reallocation of Class B Nominal Liquidation Amount Deficits to Class D. The note issuance trust will reallocate the Nominal Liquidation Amount deficit for each tranche of Class B notes after step (43), to the Class D notes in an amount up to the Class B Available Subordinated Amount of Class D Notes for the applicable tranche of Class B notes.

For each tranche of Class A notes, Class B notes or Class C notes, the Class A Usage of Class D Notes, the Class B Usage of Class D Notes and the Class C Usage of Class D Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement. For each tranche of Class A notes, the Class A Usage of Class B Notes will decrease and the related available subordinated amount will increase in connection with this reallocation, each as specified in the indenture supplement.

(47) Reallocation of Class B Nominal Liquidation Amount Deficits to Class C. The note issuance trust will reallocate the Nominal Liquidation Amount deficit for each tranche of Class B notes after step (46) to the Class C notes in an amount up to the Class B Available Subordinated Amount of Class C Notes for the applicable tranche of Class B notes.

For each tranche of Class A notes or Class B notes, the Class A Usage of Class C Notes and the Class B Usage of Class C Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement. For each tranche of Class A notes, the Class A Usage of Class B Notes will decrease and the related available subordinated amount will increase in connection with this reallocation, each as specified in the indenture supplement.

(48) Reallocation of Class C Nominal Liquidation Amount Deficits to Class D. The note issuance trust will reallocate the Nominal Liquidation Amount deficit for each tranche of Class C notes after step (47), to the Class D notes in an amount up to the Class C Available Subordinated Amount of Class D Notes for the applicable tranche of Class C notes.

For each tranche of Class A notes, Class B notes or Class C notes, the Class A Usage of Class D Notes, the Class B Usage of Class D Notes and the Class C Usage of Class D Notes, as applicable, will increase and the related available subordinated amounts will decrease in connection with this reallocation, each as specified in the indenture supplement. For each tranche of Class A notes or Class B notes, the Class A Usage of Class C Notes and the Class B Usage of Class C Notes, as applicable, will decrease and the related available subordinated amount will increase in connection with this reallocation, each as specified in the indenture supplement.

(49) Withdrawal of Excess Deposits from Accumulation Reserve Subaccounts for use as Series Finance Charge Amounts. If the amount on deposit in any accumulation reserve subaccount for a tranche of notes exceeds the amount required to be on deposit in that account, the note issuance trust will withdraw an amount equal to the excess from each such subaccount, and such amount will be treated as Series Finance Charge Amounts.

(50) Targeted Deposit to Accumulation Reserve Subaccounts from Series Finance Charge Amounts. If the amount on deposit in the accumulation reserve subaccount for any tranche of notes is less than the amount required to be on deposit in that subaccount, the note issuance will use Series Finance Charge Amounts after step (49) to increase the amount on deposit to the required amount for each tranche of notes, pro rata based on the shortfall in the amount on deposit for each such tranche.

(51) Withdrawal of Excess Deposits from Class C Reserve Subaccounts for use as Series Finance Charge Amounts. If the amount on deposit in any Class C reserve subaccount for a tranche of Class C notes exceeds the amount required to be on deposit in that account, the note issuance trust will withdraw an amount equal to the excess from each such subaccount, and such amount will be treated as Series Finance Charge Amounts; provided that an amount equal to any Nominal Liquidation Amount deficit for the applicable tranche will be retained in the applicable subaccount.

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(52) Withdrawal of Excess Deposits from Class D Reserve Subaccounts for use as Series Finance Charge Amounts. If the amount on deposit in any Class D reserve subaccount for a tranche of Class D notes exceeds the amount required to be on deposit in that account, the note issuance trust will withdraw an amount equal to the excess from each such subaccount, and such amount will be treated as Series Finance Charge Amounts; provided that an amount equal to any Nominal Liquidation Amount deficit for the applicable tranche will be retained in the applicable subaccount.

(53) Targeted Deposit to Class C Reserve Subaccounts from Series Finance Charge Amounts. If the amount on deposit in any Class C reserve subaccount for any tranche of Class C notes is less than the amount required to be on deposit in that subaccount, the note issuance trust will use Series Finance Charge Amounts after step (52) to increase the amount on deposit to the required amount for each tranche of Class C notes, pro rata based on the shortfall in the amount on deposit for each such tranche.

For each tranche of Class A notes or Class B notes, the Class A Usage of Class C Notes and the Class B Usage of Class C Notes, as applicable, may decrease and the related available subordinated amounts may increase in connection with this reallocation, each as specified in the indenture supplement.

(53A) Allocation from the Master Trust’s Finance Charge Collections Reallocation Account for Reserve Account Funding Shortfalls. If the note issuance trust cannot make all targeted deposits into the accumulation reserve subaccounts in step (50) and/or into the Class C reserve subaccounts in step (53), the note issuance trust will receive a pro rata share of any withdrawals under the series supplements for any series of master trust certificates that are to occur prior to this step 53(A), up to the amount of the shortfall. The pro rata share equals:

• the aggregate amount of all shortfalls for the DiscoverSeries from steps (50) and (53), divided by

• the sum of such shortfalls for the DiscoverSeries and any other series of notes issued by the note issuance trust.

The Reallocated Finance Charge Amounts will increase by the amount of this pro rata share.

(53B) Targeted Deposit to Accumulation Reserve Subaccounts from Reallocated Finance Charge Amounts. If the amount on deposit in the accumulation reserve subaccount for any tranche of notes is less than the amount required to be on deposit in that subaccount, the note issuance trust will use the Reallocated Finance Charge Amounts after step (53A) to increase the amount on deposit to the required amount for each tranche of notes, pro rata based on the shortfall in the amount on deposit for each such tranche.

(53C) Targeted Deposit to Class C Reserve Subaccounts from Reallocated Finance Charge Amounts. If the amount on deposit in the Class C reserve subaccount for any tranche of Class C notes is less than the amount required to be on deposit in that subaccount, the note issuance trust will use the Reallocated Finance Charge Amounts after step (53B) to increase the amount on deposit to the required amount for each tranche of Class C notes, pro rata based on the shortfall in the amount on deposit for each such tranche.

For each tranche of Class A notes or Class B notes, the Class A Usage of Class C Notes and the Class B Usage of Class C Notes, as applicable, may decrease and the related available subordinated amounts may increase in connection with this reallocation, each as specified in the indenture supplement.

(54) Targeted Deposit to Class D Reserve Subaccounts from Series Finance Charge Amounts. If the amount on deposit in any Class D reserve subaccount for any tranche of Class D notes is less than the amount required to be on deposit in that subaccount, the note issuance trust will use Series Finance Charge Amounts after step (53C) to increase the amount on deposit to the required amount for each tranche of Class D notes, pro rata based on the shortfall in the amount on deposit for each such tranche.

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For each tranche of Class A notes, Class B notes or Class C notes, the Class A Usage of Class D Notes, the Class B Usage of Class D Notes and the Class C Usage of Class D Notes, as applicable, may decrease and the related available subordinated amounts may increase in connection with this reallocation, each as specified in the indenture supplement.

(55) Reallocation of Series Finance Charge Amounts to the Master Trust’s Finance Charge Collections Reallocation Account. The note issuance trust will deposit into the master trust’s finance charge collections reallocation account the Series Finance Charge Amounts remaining after step (54) minus any amounts that have been withdrawn from any accumulation reserve subaccount, Class C reserve subaccount or Class D reserve subaccount, to be made available to any other series of master trust certificates and other series of notes, but only to the extent necessary to make payments or deposits for such other series.

(56) Reserved.

(57) Withdrawal of Prefunding Excess Amounts for use as Series Principal Amounts. If the amount on deposit in any principal funding subaccount with respect to prefunded amounts for a tranche of notes exceeds the amount required to be on deposit in that account, the note issuance trust will withdraw an amount equal to the excess from each such subaccount, and such amount will be treated as Series Principal Amounts.

(58) Targeted Principal Deposits for Class A from Series Principal Amounts. The note issuance trust will use the Series Principal Amounts after step (57) to make targeted principal deposits for Class A into the principal funding subaccount for each tranche of Class A notes, first, pro rata based on the amount to be deposited for each such tranche minus any targeted prefunding deposits, and second, pro rata based on the amount of targeted prefunding deposits.

(59) Targeted Principal Deposits for Class B from Series Principal Amounts. The note issuance trust will use the Series Principal Amounts remaining after step (58) to make targeted principal deposits for Class B into the principal funding subaccount for each tranche of Class B notes, first, pro rata based on the amount to be deposited for each such tranche minus any targeted prefunding deposits, and second, pro rata based on the amount of targeted prefunding deposits.

(60) Targeted Principal Deposits for Class C from Series Principal Amounts. The note issuance trust will use the Series Principal Amounts remaining after step (59) to make targeted principal deposits for Class C into the principal funding subaccount for each tranche of Class C notes, first, pro rata based on the amount to be deposited for each such tranche minus any targeted prefunding deposits, and second, pro rata based on the amount of targeted prefunding deposits.

(61) Targeted Principal Deposits for Class D from Series Principal Amounts. The note issuance trust will use the Series Principal Amounts remaining after step (60) to make targeted principal deposits for Class D into the principal funding subaccount for each tranche of Class D notes, pro rata based on the amount to be deposited for each such tranche.

(62) Allocation from the Master Trust’s Principal Collections Reallocation Account for Principal Shortfalls other than Prefunding Shortfalls. If the note issuance trust in steps (58) through (61) cannot make all targeted principal deposits, other than prefunding deposits and amounts with respect to tranches of notes for which an early redemption event or event of default has occurred and is continuing, the note issuance trust will receive a pro rata share of any excess Principal Collections and similar amounts that any other series of master trust certificates and series of notes have reallocated to the master trust’s principal collections reallocation account. The pro rata share equals:

• the aggregate amount of all shortfalls, other than targeted prefunding deposit shortfalls, for the DiscoverSeries from steps (58) to (61), divided by

• the sum of such shortfalls for the DiscoverSeries and any other series of notes issued by the note issuance trust, and any shortfalls with respect to principal for any Class A master trust certificates.

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(63) Allocation from the Master Trust’s Principal Collections Reallocation Account for Prefunding Shortfalls. If the note issuance trust in steps (58), (59) and (60) cannot make all targeted prefunding deposits, the note issuance trust will receive a pro rata share of any excess Principal Collections and similar amounts that any other series of master trust certificates and series of notes have reallocated to the master trust’s principal collections reallocation account. The pro rata share equals:

• the aggregate amount of all targeted prefunding deposit shortfalls for the DiscoverSeries after steps (58), (59) and (60), divided by

• the sum of such shortfalls for the DiscoverSeries and any other series of notes issued by the note issuance trust, and any shortfalls with respect to unscheduled principal payments or deposits for any series of the master trust.

We refer to all amounts allocated to the DiscoverSeries from the master trust’s reallocation accounts under steps (62) and (63) as, collectively, the “Reallocated Principal Amounts.”

(64) Targeted Principal Deposits for Class A from Reallocated Principal Amounts. The note issuance trust will use the Reallocated Principal Amounts after step (63) to make targeted principal deposits minus targeted prefunding deposits for Class A into the principal funding subaccount for each tranche of Class A notes, pro rata based on the amount to be deposited for each such tranche; provided, however, that Reallocated Principal Amounts will not be used to make targeted principal deposits for tranches of notes for which an early redemption event or an event of default has occurred and is continuing.

(65) Targeted Prefunding Deposits for Class A from Reallocated Principal Amounts. The note issuance trust will use the Reallocated Principal Amounts remaining after step (64) to make targeted prefunding deposits for Class A into the principal funding subaccount for each tranche of Class A notes, pro rata based on the amount to be deposited for each such tranche.

(66) Targeted Principal Deposits for Class B from Reallocated Principal Amounts. The note issuance trust will use the Reallocated Principal Amounts remaining after step (65) to make targeted principal deposits minus targeted prefunding deposits for Class B into the principal funding subaccount for each tranche of Class B notes, pro rata based on the amount to be deposited for each such tranche; provided, however, that Reallocated Principal Amounts will not be used to make targeted principal deposits for tranches of notes for which an early redemption event or an event of default has occurred and is continuing.

(67) Targeted Prefunding Deposits for Class B from Reallocated Principal Amounts. The note issuance trust will use the Reallocated Principal Amounts remaining after step (66) to make targeted prefunding deposits for Class B into the principal funding subaccount for each tranche of Class B notes, pro rata based on the amount to be deposited for each such tranche.

(68) Targeted Principal Deposits for Class C from Reallocated Principal Amounts. The note issuance trust will use the Reallocated Principal Amounts remaining after step (67) to make targeted principal deposits minus targeted prefunding deposits for Class C into the principal funding subaccount for each tranche of Class C notes, pro rata based on the amount to be deposited for each such tranche; provided, however, that Reallocated Principal Amounts will not be used to make targeted principal deposits for tranches of notes for which an early redemption event or an event of default has occurred and is continuing.

(69) Targeted Prefunding Deposits for Class C from Reallocated Principal Amounts. The note issuance trust will use the Reallocated Principal Amounts remaining after step (68) to make targeted prefunding deposits for Class C into the principal funding subaccount for each tranche of Class C notes, pro rata based on the amount to be deposited for each such tranche.

(70) Targeted Principal Deposits for Class D from Reallocated Principal Amounts. The note issuance trust will use the Reallocated Principal Amounts remaining after step (69) to make targeted principal deposits for Class D into the principal funding subaccount for each tranche of Class D notes, pro rata based on the amount to be

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deposited for each such tranche; provided, however, that Reallocated Principal Amounts will not be used to make targeted principal deposits for tranches of notes for which an early redemption event or an event of default has occurred and is continuing.

(71) Reimbursement of Class C Nominal Liquidation Amount Deficits from Class C Reserve Subaccounts. If any tranche of Class C notes has a Nominal Liquidation Amount deficit after step (48), the note issuance trust will use amounts on deposit in the Class C reserve subaccount for such tranche to reimburse this deficit. The amounts used for this reimbursement will be treated as Series Principal Amounts. Any reimbursement under this step will not affect any usage or available subordinated amounts.

(72) Reimbursement of Class D Nominal Liquidation Amount Deficits from Class D Reserve Subaccounts. If any tranche of Class D notes has a Nominal Liquidation Amount deficit after step (48), the note issuance trust will use amounts on deposit in the Class D reserve subaccount for such tranche to reimburse this deficit. The amounts used for this reimbursement will be treated as Series Principal Amounts. Any reimbursement under this step will not affect any usage or available subordinated amounts.

(73) Principal Payments from Receivables Sale Proceeds. If the indenture trustee has commenced a receivables sale for any tranche of notes, the receivables sale proceeds will be used to deposit the Adjusted Outstanding Dollar Principal Amount of such tranche into the principal funding subaccount for such tranche.

(74) Interest Payments from Receivables Sale Proceeds. If the indenture trustee has commenced a receivables sale for any tranche of notes, the receivables sale proceeds remaining after step (73), up to the amount of any accrued and unpaid interest and other amounts due with respect to the tranche, will be deposited to the interest funding subaccount for such tranche.

(75) Allocation of Unused Sales Proceeds. If the indenture trustee has commenced a receivables sale for any tranche of notes, any portion of the receivables sale proceeds remaining after the final payment to such tranche will be applied first to pay any servicing fee and amounts due to the indenture trustee under the indenture or to the owner trustee under the trust agreement, with any remaining portion of the receivables sale proceeds being distributed to the Depositor with respect to the collateral certificate.

(76) Allocation of Series Finance Charge Amounts. The Series Finance Charge Amounts remaining after step (55) will be distributed to Discover Funding LLC as beneficiary under the trust agreement for the note issuance trust.

(77) Reallocation of Series Principal Amounts to the Master Trust’s Principal Collections Reallocation Account. The Series Principal Amounts remaining after step (72) will be deposited to the master trust’s principal collections reallocation account to be made available to any other series of master trust certificates and other series of notes, but only to the extent necessary to make payments or deposits for such other series.

(78) Remaining Series Principal Amounts to Collections Account for the Master Trust for Reinvestment in New Receivables. The Series Principal Amounts remaining after step (77) will be deposited in the collections account for the master trust and either reinvested in new receivables or retained in the master trust’s collections account pending availability of new receivables.

The Indenture

The notes will be issued pursuant to the terms of the indenture and a related indenture supplement and, for the Class [    ]([    ]-[    ]) notes, a terms document. The following discussion and the discussions under “The Notes” and certain sections in the prospectus summary summarize the material terms of the notes in the indenture, the indenture supplement for the DiscoverSeries notes and the terms document.

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Indenture Trustee

General

U.S. Bank National Association, a national banking association, will be the trustee under the indenture and the indenture supplement for each series, class and tranche of notes, including the Class [_]([_]-[_]) notes, issued by DCENT. Its corporate trust office is located at 190 S. LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention: U.S. Bank Corporate Trust Services.

U.S. Bank National Association has served and currently is serving as indenture trustee and trustee for numerous securitization transactions and programs involving pools of credit card receivables. For additional information, see “The Master Trust — The Trustee for the Master Trust.”

Duties and Responsibilities

Under the terms of the indenture, Discover Funding LLC as depositor will agree to pay to the indenture trustee reasonable compensation for performance of its duties under the indenture and to indemnify the indenture trustee against specified liabilities. The indenture trustee has agreed to perform only those duties specifically set forth in the indenture. Many of the duties of the indenture trustee are described throughout this prospectus. Under the terms of the indenture, the indenture trustee’s limited responsibilities include the following:

• to deliver to noteholders of record certain notices, reports and other documents received by the indenture trustee, as required under the indenture;

• to authenticate, deliver, cancel and otherwise administer the notes;

• to maintain custody of the collateral certificate and any additional collateral certificate later transferred to DCENT, in each case pursuant to the terms of the indenture;

• to establish and maintain necessary DCENT trust accounts and to maintain accurate records of activity in those accounts;

• to serve as the initial transfer agent, paying agent and registrar, and, if it resigns these duties, to appoint a successor transfer agent, paying agent and registrar;

• to invest funds in the DCENT trust accounts at the direction of DCENT or, if such directions are not provided, as specified in the indenture;

• to represent the noteholders in interactions with clearing agencies and other similar organizations;

• to distribute and transfer funds at the direction of DCENT, in accordance with the terms of the indenture;

• to periodically report on and notify noteholders of certain matters relating to actions taken by the indenture trustee, property and funds that are possessed by the indenture trustee, and other similar matters; and

• to perform certain other administrative functions identified in the indenture.

In addition, the indenture trustee has the discretion to require DCENT to cure a potential event of default and to institute and maintain suits to protect the interest of the noteholders in the assets pledged by DCENT to secure the notes. The indenture trustee is not liable for any errors of judgment as long as the errors are made in good faith and the indenture trustee was not negligent. The indenture trustee is not responsible for any investment losses to the extent that they result from Permitted Investments that were not obligations issued by U.S. Bank National Association or its affiliates in their commercial capacity.

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If an event of default occurs, in addition to the responsibilities described, the indenture trustee will exercise its rights and powers under the indenture to protect the interests of the noteholders using the same degree of care and skill as a prudent person would exercise in the conduct of such person’s own affairs. If an event of default occurs and is continuing, the indenture trustee will be responsible for enforcing the agreements and the rights of the noteholders, subject to the provisions of the indenture. See “The Notes — Remedies Following an Event of Default.” The indenture trustee may, under certain limited circumstances, have the right or the obligation to do the following:

• demand immediate payment by DCENT of all principal and accrued interest on the notes;

• enhance monitoring of the securitization;

• protect the interests of the noteholders in the collateral certificate or the receivables in a bankruptcy or insolvency proceeding;

• prepare and send timely notice to noteholders of the event of default;

• institute judicial proceedings for the collection of amounts due and unpaid;

• rescind and annul a declaration of acceleration of the notes at the direction of the noteholders following an event of default; and

• direct the master trust to sell receivables, or interests therein, in accordance with the terms of the collateral certificate (see “Sources of Funds to Pay the Notes — Sale of Receivables”).

Following an event of default, the majority holders of any series, class or tranche of notes will have the right to direct the indenture trustee to exercise certain remedies available to the indenture trustee under the indenture. In such case, the indenture trustee may decline to follow the direction of the majority holders only if it determines that: (1) the action so directed is unlawful or conflicts with the indenture, (2) the action so directed would involve it in personal liability or (3) the action so directed would be unjustly prejudicial to the noteholders not taking part in such direction. Except in the case of a default in the payment of principal or interest for any series, class or tranche of notes, the indenture trustee may withhold notice of default if it determines that the withholding of such notice is in the interests of the noteholders of such series, class or tranche.

Indemnification

Discover Funding LLC as beneficiary generally will indemnify the indenture trustee against losses arising out of the indenture trustee’s acceptance of the appointment under the indenture, or any acts or omissions of Discover Funding LLC, as beneficiary, or the note issuance trust. However, Discover Funding LLC will not indemnify the indenture trustee:

• for liabilities resulting from fraud, negligence, breach of fiduciary duty or willful misconduct by the indenture trustee; or

• for liabilities arising from actions taken by the indenture trustee at the request of noteholders.

If, following an event of default for any DiscoverSeries notes, Discover Funding LLC as beneficiary fails to provide such indemnification to the indenture trustee, the indenture trustee will have a claim against the note issuance trust for such amount from its funds remaining after payment of the amounts of interest and principal then due and unpaid and any accrued, past due and additional interest on the notes of that tranche.

Resignation, Removal and Replacement

The indenture trustee may resign at any time by giving written notice to DCENT. The indenture trustee may be removed for any series, class or tranche of notes at any time by a majority of the noteholders of that series, class or tranche. If removed for less than all the outstanding notes, then an additional trustee will be appointed for

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those series, classes or tranches, but the original trustee will continue to hold assets. DCENT may also remove the indenture trustee if the indenture trustee is no longer eligible to act as trustee under the indenture and the applicable indenture supplement, the indenture trustee fails to comply with the Trust Indenture Act, or if the indenture trustee becomes insolvent. In all such circumstances, DCENT must appoint a successor indenture trustee for the notes. Any resignation or removal of the indenture trustee and appointment of a successor indenture trustee will not become effective until the successor indenture trustee accepts the appointment. If an instrument of acceptance by a successor indenture trustee has not been delivered to the indenture trustee within 30 days of giving notice of resignation or removal, the indenture trustee may petition a court of competent jurisdiction to appoint a successor indenture trustee.

The successor indenture trustee must (1) be either a bank or a corporation organized and doing business under the laws of the United States of America or of any state, (2) be authorized under such laws to exercise corporate trust powers, (3) have a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority, and (4) have a rating of at least BBB- by Standard & Poor’s and Baa3 by Moody’s. DCENT may not, nor may any person directly or indirectly controlling, controlled by, or under common control with DCENT, serve as indenture trustee.

DCENT or its affiliates may maintain accounts and other banking or trustee relationships with the indenture trustee and its affiliates.

DCENT’s Covenants

DCENT will agree under the indenture to pay principal and interest on the notes as provided in the indenture and the indenture supplement; to maintain a place for payment of the notes; to cause money for the payment of the notes to be held in trust; to deliver annual statements as to compliance with the indenture as described under “—DCENT’s Annual Compliance Statement”; to keep its legal existence in full force and effect; and to provide notice of events of default.

DCENT will also agree, to the extent required by the Trust Indenture Act, to at least annually furnish to the indenture trustee, an opinion of counsel stating that the action has been taken with respect to the recording, filing, rerecording, and refiling of the indenture as is necessary to maintain the lien of such indenture or stating that no such action is necessary to maintain such lien; and furnish to the indenture trustee a certificate and an opinion of counsel stating that all conditions precedent have been complied with before the issuance of new notes, the transfer or conveyance of Collateral, the release of Collateral subject to the lien of the indenture, consolidation or merger of DCENT, or the satisfaction and discharge of the indenture.

DCENT will also agree that it will not, among other things:

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

• voluntarily dissolve or liquidate;

• engage in any business other than as permitted under the trust agreement;

• consolidate or merge into any other person or convey or transfer any of its properties or assets, including those included in the Collateral, substantially as an entirety to any other person, except as permitted under the indenture;

• make any loan or advance any credit to, or guarantee any obligations of, or acquire any stock or other instruments of, or make any capital contribution to, any person, except as permitted by the indenture;

• make any capital expenditures;

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• pay any dividend or make any distribution to the owner trustee or any beneficiary; redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security; or set aside funds for such purpose, except for distribution expressly permitted under the indenture and the trust agreement, including under the cash flows and payment provisions of the indenture supplement;

• permit (A) the validity or effectiveness of the indenture or any indenture supplement to be impaired, or permit the lien created by the indenture or any indenture supplement to be amended, hypothecated, subordinated in favor of the indenture trustee, terminated or discharged, or permit any person to be released from any covenants or obligations with respect to the notes under the indenture except as may be expressly permitted by the indenture, (B) any lien, charge, excise, claim, security interest, mortgage or other encumbrance, other than the lien in favor of the indenture trustee created by the indenture or any indenture supplement or any lien created in connection with any derivative agreement, supplemental liquidity agreement or supplemental credit enhancement agreement, to be created on or extended to or otherwise arise upon or burden the Collateral securing the notes or (C) the lien in favor of the indenture trustee of the indenture or any indenture supplement not to constitute a valid first priority security interest in the Collateral; and

• incur or guarantee any additional debt, other than additional notes and obligations under any derivative agreements, supplemental liquidity agreements and supplemental credit enhancement agreements.

DCENT may not engage in any activity other than the activities set forth in the trust agreement, the material provisions of which are described in “The Note Issuance Trust — Activities.”

Meetings

If the notes of a series, class or tranche are issuable in whole or in part as bearer notes, a meeting of noteholders of notes of the series, class or tranche may be called at any time and from time to time pursuant to the indenture to make, give or take any action provided by the indenture or the applicable indenture supplement.

The indenture trustee will call a meeting upon request of DCENT or the holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the outstanding notes of the 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 holders of notes in accordance with the indenture. The indenture trustee may call a meeting of the holders of notes of a series, class or tranche at any time for any purpose.

The quorum for a meeting is generally a majority of the holders of the Outstanding Dollar Principal Amount of the related series, class or tranche of notes, as the case may be (excluding any notes held by Discover Funding LLC or its affiliates or agents). However, if any action to be taken at a meeting requires the approval of a percentage that is not the majority of the holders of the Outstanding Dollar Principal Amount of the related series, class or tranche of notes, then the quorum will be the required percentage for approving that particular action (excluding any notes held by Discover Funding LLC or its affiliates or agents).

Notwithstanding the foregoing, any action may be taken by written consent of the holders of the required percentage of the notes.

Voting

Any action or vote to be taken by the holders of a majority, or other specified percentage, of any series, class or tranche of notes may be adopted by the affirmative vote of the holders of a majority, or the applicable other specified percentage, of the aggregate Outstanding Dollar Principal Amount of the outstanding notes of that series, class or tranche, as the case may be, such majority or percentage to be calculated without taking into account the Outstanding Dollar Principal Amount represented by any notes beneficially owned by Discover Funding LLC or any of its affiliates or agents.

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Any action or vote taken at any meeting of holders of notes duly held in accordance with the indenture, or approved by written consent of such holders, will be binding on all holders of the affected notes or the affected series, class or tranche of notes, as the case may be.

With respect to any action or vote relating to the collateral certificate or the Pooling and Servicing Agreement, the note issuance trust will assign its right to consent or vote to the indenture trustee, which will request instruction from the noteholders and will 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 the proposed action or modification, as the notes, voting as a single class, are voted or not voted by the noteholders in respect to such proposed action or modification. Such proportion will be calculated without taking into account the Outstanding Dollar Principal Amount represented by any notes beneficially owned by Discover Funding LLC or any of its affiliates or agents.

Amendments to the Indenture and the Indenture Supplements

DCENT, at the direction of Discover Funding LLC, and the indenture trustee may amend, supplement or otherwise modify the indenture, any indenture supplement or any terms document without the consent of any noteholder for one or more of the following purposes:

• to add to the covenants and agreements of DCENT, or have DCENT surrender any of its rights or powers under the indenture or any indenture supplement for the benefit of the noteholders of any or all series, classes or tranches of notes, or to add provisions to or change or eliminate any of the provisions of the indenture or any indenture supplement; provided, however, that such action shall not adversely affect in any material respects the interests of the holders of any notes outstanding; and provided, further, that the permitted activities of DCENT may be significantly changed only with the consent of the holders of notes evidencing more than 50% of the Outstanding Dollar Principal Amount of all notes then outstanding, to be calculated without taking into account the Outstanding Dollar Principal Amount represented by any notes beneficially owned by Discover Funding LLC or any of its affiliates or agents;

• to cure any ambiguity, or to correct or supplement any defective or inconsistent provision in the indenture, in any indenture supplement, between the indenture or any indenture supplement and any prospectus or in any amendment to the indenture or any indenture supplement or other offering document for the notes;

• to evidence the succession of another entity to DCENT, and the assumption by such successor of the covenants of DCENT in the indenture or any indenture supplement and in the notes; provided the applicable Note Rating Agencies hired by DCENT confirm that such succession and assumption will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings;

• to add to the indenture or any indenture supplement certain provisions expressly permitted by the Trust Indenture Act, provided that such action shall not have a Material Adverse Effect on the notes;

• to establish any form of note or provide for the issuance of any series, class or tranche of notes or of any additional notes in any outstanding series, class or tranche of notes, and set forth the terms thereof; provided, however, that DCENT shall have received confirmation from Standard & Poor’s that such amendment will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required rating, or a withdrawal of any such rating;

• to provide for the execution of any derivative agreement, supplemental liquidity agreement or supplemental credit enhancement agreement and to secure any obligation under such agreement or to add to the rights of the holders of the notes of any series, class or tranche; provided, however, that DCENT shall have received confirmation from Standard & Poor’s that such amendment will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required rating, or a withdrawal of any such rating;

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• to add any additional early redemption events or events of default for the notes of any new series, classes or tranches; provided, however, that such action shall not have a Material Adverse Effect on the notes;

• to, if (i) the Depositor is replaced under the Pooling and Servicing Agreement or any other applicable agreement relating to any additional collateral certificate, (ii) an additional originator is added to, or Discover Bank is replaced under, the Receivables Sale and Contribution Agreement or (iii) one or more beneficiaries are added to, or replaced under, the trust agreement, to make any necessary changes to the indenture, any indenture supplement or any other related document; provided, however, that such action shall not have a Material Adverse Effect;

• to provide for additional or alternative forms of credit enhancement for any series, class or tranche of notes;

• to comply with any regulatory or tax laws or any accounting requirements;

• to add provisions to or change any of the provisions of the indenture or any indenture supplement for the purposes of accommodating the addition of new collateral certificates or interests in credit card receivables to the note issuance trust, and to modify any provisions to allocate increases in the Nominal Liquidation Amount of any notes, reinvestments of Series Principal Amounts, reallocations of excess Series Finance Charge Amounts or Series Principal Amounts or any similar allocations or reallocations between the Series 2007-CC collateral certificate and any such additional collateral certificate or such receivables, provided, however, that DCENT shall have received confirmation from Standard & Poor’s that such amendment will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings; or

• to qualify for sale treatment under generally accepted accounting principles.

By purchasing an interest in any note, each such owner will be deemed to have consented to amendments to the Pooling and Servicing Agreement or any pooling and servicing agreement for any other collateral certificate to satisfy accounting requirements for off-balance sheet treatment for assets in DCENT or any underlying master trust or securitization special purpose entity, including amendments providing for the transfer of receivables and the Transferor Interest to a newly formed bankruptcy remote special purpose entity. In addition, by purchasing an interest in any note, each such owner will be deemed to have consented to any amendments to the indenture and any indenture supplement to provide for the combination of the master trust and the note issuance trust into a single entity after all series of master trust certificates, other than Series 2007-CC, have terminated, or to provide for such combination with any other master trust or securitization special purpose vehicle that has issued any additional collateral certificate.

The indenture trustee may, but shall not be obligated to, enter into any amendment which adversely affects the indenture trustee’s rights, duties, benefits, protections, privileges or immunities under the indenture or any indenture supplement.

DCENT and the indenture trustee may modify and amend the indenture, any indenture supplement or any terms document, for reasons other than those stated in the prior paragraphs, with prior notice to each Note Rating Agency hired by DCENT and the consent of the holders of at least 66 ²⁄₃% of the Outstanding Dollar Principal Amount of each series, class or tranche of notes materially adversely affected by that modification or amendment, to be calculated without taking into account the Outstanding Dollar Principal Amount represented by any notes beneficially owned by Discover Funding LLC or any of its affiliates or agents; provided the applicable Note Rating Agencies hired by DCENT confirm that such amendment will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes not entitled to vote thereon, in each case below the required ratings, or a withdrawal

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of any such ratings. However, if the modification or amendment would result in any of the following events occurring, it may be made only with the consent of the holders of 100% of each outstanding series, class or tranche of notes affected by the modification or amendment:

• a change in any date scheduled for the payment of interest on any note or any expected principal payment date, expected maturity date or legal maturity date of any note;

• a reduction of the Stated Principal Amount of, or interest rate on, any note, or a change in 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 any noteholder;

• a reduction of the amount of a discount note payable upon the occurrence of an early redemption event, a cleanup call or upon the acceleration of its maturity following an event of default, except as provided for in the applicable indenture supplement;

• an impairment of the right to institute suit for the enforcement of any payment on any note;

• a reduction of the percentage of the Outstanding Dollar Principal Amount of the notes of any outstanding series, class or tranche, the consent of whose holders is required for modification or amendment of the indenture, any indenture supplement or any terms document or any related agreement or for waiver of compliance with provisions of the indenture or for waiver of defaults and their consequences provided for in the indenture;

• permission being given to create any lien or other encumbrance on the Collateral in DCENT securing any notes ranking senior to the lien of the indenture; or

• a change in the place where any principal of or interest on the notes is payable, except as otherwise provided under the indenture and the indenture supplement.

The holders of more than 66 ²⁄₃% of the aggregate Outstanding Dollar Principal Amount of the outstanding notes of an affected series, class or tranche may, on behalf of all holders of notes of that series, class or tranche, waive any past default under the indenture or the indenture supplement for notes of that series, class or tranche. However, the consent of the holders of all outstanding notes of a series, class or tranche is required to waive any past default in the payment of principal of, or interest on, any note of that series, class or tranche or in respect of a covenant or provision of the indenture or any indenture supplement that cannot be modified or amended without the consent of the holders of each outstanding note of that series, class or tranche.

Addresses for Notices

Notices to holders of notes will be given by mail sent to the addresses of the holders as they appear in the note register.

DCENT’s Annual Compliance Statement

DCENT will be required to furnish annually to the indenture trustee a statement concerning its performance or fulfillment of covenants, agreements or conditions in the indenture or any indenture supplement as well as the presence or absence of defaults under the indenture or any indenture supplement.

Indenture Trustee’s Annual Report

To the extent required by the Trust Indenture Act, the indenture trustee will mail each year to all registered noteholders a report concerning:

• its eligibility and qualifications to continue as trustee under the indenture,

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• any amounts advanced by it under the indenture or any indenture supplement,

• the amount, interest rate and maturity date or indebtedness owing by DCENT to it in the indenture trustee’s individual capacity, if any,

• the property and funds physically held by it as indenture trustee by which the notes are secured,

• any release or release and substitution of Collateral subject to the lien of the indenture that has not previously been reported, and

• any action taken by it that materially affects the notes and that has not previously been reported.

List of Noteholders

Three or more holders of notes of any series, each of whom has owned a note for at least six months, may, upon written request to the indenture trustee, obtain access to the current list of noteholders of DCENT for purposes of communicating with other noteholders concerning their rights under the indenture or any indenture supplement or the notes. The indenture trustee may elect not to give the requesting noteholders access to the list if it agrees to mail the desired communication or proxy to all applicable noteholders, unless it determines that such mailing is not in the best interests of the noteholders or would be in violation of applicable law.

Replacement of Notes

DCENT will replace at the expense of the holder any mutilated note upon surrender of that note to the indenture trustee. DCENT will replace at the expense of the holder any notes that are destroyed, lost or stolen upon delivery to the indenture trustee of evidence of the destruction, loss or theft of those notes satisfactory to DCENT and the indenture trustee, unless DCENT or the indenture trustee has evidence that such note has been acquired by a protected purchaser. In the case of a destroyed, lost or stolen note, DCENT and the indenture trustee may require the holder of the note to provide an indemnity satisfactory to the indenture trustee and DCENT before a replacement note will be issued, and DCENT may require the payment of a sum sufficient to cover any tax or other governmental charge, and any other expenses, including the fees and expenses of the indenture trustee, in connection with the issuance of a replacement note.

Satisfaction and Discharge of Indenture

The indenture will be satisfied and discharged with respect to the Class [    ]([    ]-[    ]) notes when:

• all Class [    ]([    ]-[    ]) notes have been delivered to the indenture trustee or canceled;

• DCENT has made all payments under the indenture with respect to the Class [    ]([    ]-[    ]) notes; and

• the note issuance trust has delivered to the indenture trustee an officer’s certificate and an opinion of counsel stating that all conditions precedent relating to the satisfaction and discharge of the indenture with respect to the Class [    ]([    ]-[    ]) notes have been complied with.

Governing Law

The laws of the State of New York will govern the Class [    ]([    ]-[    ]) notes, the indenture and any indenture supplement; provided that certain matters relating to the transfer of receivables and the collateral certificate will be governed by Delaware law.

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Certain Legal Matters Relating to the Receivables

Transfer of Receivables

The receivables comprising the master trust have been transferred either directly by Discover Bank to the master trust or by Discover Bank to Discover Funding LLC, and in turn, by Discover Funding LLC to the master trust. When the master trust was formed, Discover Bank transferred to the master trust, without recourse, all receivables existing under the accounts as of October 1, 1993. In addition, Discover Bank transferred to the master trust all receivables existing under additional accounts as of the date specified in the applicable assignment. As of the Substitution Date, the Pooling and Servicing Agreement was amended, to designate Discover Funding LLC as the transferor in replacement of Discover Bank. At the same time, Discover Funding LLC entered into a Receivables Sale and Contribution Agreement with Discover Bank whereby Discover Bank designated the same accounts that were previously designated to the master trust to Discover Funding LLC and commenced transferring the receivables created in those accounts after the date of the agreement to Discover Funding LLC. Discover Bank will transfer and assign future receivables created in these accounts and additional accounts to Discover Funding LLC. Under the amended Pooling and Servicing Agreement, in its capacity as transferor, Discover Funding LLC will transfer all receivables sold to Discover Funding LLC by Discover Bank under the Receivables Sale and Contribution Agreement to the master trust. In exchange, Discover Funding LLC, as successor to Discover Bank, received the Transferor Certificate, the right to direct the master trust to issue new series of certificates and the right to receive the proceeds from the sale of such new series of certificates. Discover Funding LLC has agreed to repurchase receivables if either the sale of the receivables is not a valid transfer of all right, title and interest of Discover Funding LLC in and to the receivables or, if the transfer of receivables by Discover Funding LLC to the master trust is deemed to be a pledge of receivables, the master trust does not have a first priority perfected security interest in the receivables. If Discover Funding LLC is obligated to accept reassignment of receivables from the master trust, including receivables transferred by Discover Bank directly to the master trust, Discover Bank will repurchase those receivables from Discover Funding LLC.

A tax or statutory lien on Discover Funding LLC’s or Discover Bank’s property that existed before receivables were created may have priority over the master trust’s interest in those receivables. In addition, subject to conditions that we describe in “Risk Factors — Insolvency Related Matters,” each servicer may use all or a portion of the cash collections received by it during any given month until the applicable distribution date for those collections. However, if any servicer becomes bankrupt or goes into receivership or custodianship, the master trust may not have a perfected interest in the collections held by that servicer. See “Risk Factors — Insolvency Related Matters.”

The receivables are “accounts” as defined in Article 9 of the UCC as in effect in the state in which the seller of that receivable is located, which would be the state of incorporation for a corporation organized under the laws of a state. To the extent Article 9 of the UCC applies, it treats both the absolute transfer of those receivables and the transfer of those receivables to secure an obligation as creating a security interest in those receivables. Discover Bank or the master servicer must file financing statements in favor of Discover Funding LLC to perfect Discover Funding LLC’s security interest in those receivables and Discover Funding LLC or master servicer must file financing statements in favor of the trustee for the master trust to perfect the master trust’s security interest in those receivables. Each of Discover Bank, Discover Funding LLC and master servicer has filed financing statements covering the receivables, and the master servicer will file continuation statements to such financing statements under the Uniform Commercial Code as in effect in Delaware.

In addition to these transfer of receivables, effective November 1, 2004, Discover Bank also transferred interchange to the master trust, as described under “The Master Trust — General.” As of the Substitution Date, Discover Bank began to convey interchange to Discover Funding LLC, which interchange Discover Funding LLC conveyed to the master trust under the Pooling and Servicing Agreement.

Certain UCC Matters

Unless the master servicer files continuation statements within the time specified in the UCC in respect of each of Discover Funding LLC’s and the master trust’s security interest in the receivables, the perfection of its respective security interest will lapse. In addition, the Depositor may acquire the receivables it transfers to the master trust from third parties. Unless the Depositor files continuation statements within the time specified in the UCC in respect of its security interests in the receivables, the perfection of its security interests will lapse.

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There are also certain limited circumstances under the UCC under which receivables could be subject to an interest that has priority over the interest of Discover Bank, Discover Funding LLC or the master trust. Under the Pooling and Servicing Agreement, however, Discover Funding LLC has agreed to repurchase the receivables in any account containing a receivable that has been transferred to the master trust and that is not free and clear of the lien of any third party at the time of transfer, if the existence of those liens has a material adverse effect on the certificateholders’ interest in the receivables as a whole, including DCENT’s interest in the collateral certificate. Each of Discover Bank and Discover Funding LLC also covenants that it will not sell, pledge, assign, transfer or grant any lien on any of the receivables transferred by it, or any interest in those receivables, other than to Discover Funding LLC (in the case of Discover Bank) or the master trust (in the case of Discover Funding LLC). A tax or other statutory lien on property of a transferor also may have priority over the interest of Discover Bank, the Depositor or the master trust in the receivables.

Because the master trust’s interest in the receivables is dependent upon each of Discover Bank’s and the Depositor’s interest in the receivables, any adverse change in the priority or perfection of Discover Bank’s or the Depositor’s security interest would correspondingly affect the master trust’s interest in the affected receivables.

As set forth under “Risk Factors — Insolvency Related Matters,” under certain circumstances all or a portion of the cash collections of receivables received by each servicer may be used by that servicer before those collections are distributed on each distribution date. If that servicer becomes insolvent or goes into receivership or, in certain circumstances, if certain time periods lapse, the master trust may not have a perfected interest in those cash collections.

Consumer Protection Laws and Debtor Relief Laws Applicable to the Receivables

Federal and state consumer protection laws and regulations regulate the relationships among credit customers, credit card issuers and sellers of merchandise and services in transactions financed by the extension of credit under credit accounts. These laws and regulations include the Dodd-Frank Act, the CARD Act, the Federal Truth-in-Lending Act and Fair Credit Billing Act, and the provisions of the CFPB’s Regulation Z issued under each of them, the Equal Credit Opportunity Act and the provisions of the CFPB’s Regulation B issued under it, the Fair Credit Reporting Act and the Fair Debt Collection Practices Act. These statutes and regulations require credit disclosures on credit card applications and solicitations, on an initial disclosure statement required to be provided when a credit card account is first opened, and with each monthly billing statement. They also prohibit certain discriminatory practices in extending credit, impose certain limitations on the charges that may be imposed and regulate collection practices. In addition, these laws and regulations entitle customers to have payments and credits promptly applied on credit accounts and to require billing errors to be promptly resolved. The CARD Act and the provisions of the regulations that implement the CARD Act limit the ability of credit card issuers to increase the interest rates on existing credit card balances, regulate how interest is calculated for each billing cycle, and regulate how payments must be allocated to outstanding balances with different interest rates. See “Risk Factors — Deteriorations in Master Trust Performance or Receivables Balance; Legislative and Regulatory Initiatives.” A customer may be entitled to assert violations of certain of these consumer protection laws and, in certain cases, claims against the lender or seller, by way of set-off against his or her obligation to pay amounts owing on his or her account. For example, under the Federal Truth-in-Lending Act, a credit card issuer is subject to all claims, other than tort claims, and all defenses arising out of transactions in which a credit card is used to purchase merchandise or services, if certain conditions are met. These conditions include requirements that the customer make a good faith attempt to obtain satisfactory resolution of the dispute from the person honoring the credit card and meet certain jurisdictional requirements. These jurisdictional requirements do not apply where the seller of the goods or services is the same party as the card issuer, or controls or is controlled by the card issuer directly or indirectly. These laws also provide that in certain cases a customer’s liability may not exceed $50 with respect to charges to the credit card account that resulted from unauthorized use of the credit card.

The Servicemembers Civil Relief Act allows individuals on active duty in the military to cap the interest rate and fees on debts incurred before the call to active duty at 6%. In addition, subject to judicial discretion, any action or court proceeding in which an individual in military service is involved may be stayed if the individual’s rights would be prejudiced by denial of such a stay. Currently, some accountholders with outstanding balances have been placed on active duty in the military, and more may be placed on active duty in the future.

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The application of federal and state consumer protection, bankruptcy and debtor relief laws would affect the interests of the investors if those laws result in any receivables being charged off as uncollectible. Discover Funding LLC has agreed to repurchase all receivables in the accounts containing a receivable that did not comply in all material respects with all applicable requirements of law when it was created, if that noncompliance continues beyond a specified cure period and has a material adverse effect on the interest of the master trust in all the receivables. Discover Funding LLC has also agreed to indemnify the master trust, among other things, for any liability arising from these violations. For a discussion of the master trust’s rights arising from the breach of these warranties, see “The Master Trust — Indemnification and Limitation of Liability of the Master Trust and the Trustee for the Master Trust.”

Claims and Defenses of Customers Against the Master Trust

The UCC provides that unless an obligor has made an enforceable agreement not to assert defenses or claims, the rights of the master trust, as assignee, are subject to all the terms of the contract between Discover Bank and the obligor and any defense or claim in recoupment arising from the transaction that gave rise to that contract, and to any other defense or claim of the obligor against Discover Bank that accrues before the obligor receives notification of the assignment authenticated by the assignor or the assignee. The UCC also states that any obligor may discharge its obligation by paying Discover Bank until but not after:

• the obligor receives a notification, authenticated by the assignor or the assignee, reasonably identifying the rights assigned, that the amount due or to become due has been assigned and that payment is to be made to the trustee for the master trust; and

• if requested by the obligor, the trustee for the master trust has furnished reasonable proof of the assignment.

The UCC makes clear that these rules are subject to other law establishing special rules for consumer obligors.

U.S. Federal Income Tax Considerations

General

The following discussion is a general summary of the material U.S. federal income tax considerations of the purchase, ownership and disposition of the notes. This discussion is not a complete analysis of all potential U.S. federal income tax consequences and does not address any tax consequences arising under any state, local or foreign tax laws or U.S. federal estate or gift tax laws. This summary is based on the Internal Revenue Code of 1986, as amended, U.S. Treasury Regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the Internal Revenue Service, all as in effect on the date of this prospectus. We cannot assure you that the IRS will agree with the conclusions in this summary and the opinions of counsel described below, and we have not sought and will not seek a ruling from the IRS as to any of the expected federal tax consequences described herein. Subsequent legislative, judicial or administrative changes — which may or may not apply retroactively — could result in tax consequences different from those discussed below.

This summary only applies to an initial purchaser of a note who purchases the note at its original issue and holds the note as a capital asset within the meaning of Section 1221 of the Internal Revenue Code (generally, property held for investment). This summary, including the parts “—Tax Characterization of the Notes and the Note Issuance Trust” and “—Possible Alternative Characterizations”, does not apply to the Class D notes, which are currently not treated as issued and outstanding for federal income tax purposes. Except as specifically set forth below, this summary does not address all U.S. federal income tax consequences that may be relevant to investors in light of their own particular circumstances or to investors subject to special treatment under the federal income tax laws, including:

• insurance companies;

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• tax-exempt organizations;

• financial institutions;

• broker-dealers;

• regulated investment companies;

• real estate investment trusts;

• traders in securities that have elected the mark-to-market method of accounting for their securities;

• persons liable for the alternative minimum tax;

• pass-through entities and persons who are investors in such pass-through entities;

• “controlled foreign corporations”;

• “passive foreign investment companies”;

• U.S. expatriates;

• U.S. persons that have a functional currency other than the U.S. dollar; or

• persons that hold notes as part of a hedge, straddle or conversion transaction or other integrated transaction.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds notes, the tax treatment of its owners generally will depend upon the status of its owners and the activities of the entity. Such entities and their owners should contact their own tax advisors regarding the particular tax consequences to them of the ownership and disposition of the notes.

For purposes of this discussion, a U.S. Holder means a beneficial owner of a note that is treated for U.S. federal income tax purposes as:

• an individual citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if it (i) is subject to the primary supervision of a U.S. court and one or more U.S. persons have the authority to control all the trust’s substantial decisions, or (ii) was in existence on August 20, 1996, was treated as a U.S. person prior to such date, and has validly elected to continue to be treated as a U.S. person.

For purposes of this discussion, a non-U.S. Holder means a beneficial owner of a note (other than any entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder.

We recommend that you consult your own tax advisors about the U.S. federal, state, local and foreign tax consequences to you of purchasing, owning and disposing of the notes.

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Tax Characterization of the Notes, the Note Issuance Trust and the Master Trust

At the time the notes are issued, Mayer Brown LLP, as special U.S. federal tax counsel to Discover Bank, Discover Funding LLC and the note issuance trust (“Tax Counsel”), will deliver an opinion that, subject to the assumptions and based upon representations set forth in the opinion, although no transaction closely comparable to that contemplated herein has been the subject of any Treasury Regulation, revenue ruling or judicial decision, (i) the newly issued notes (other than notes beneficially owned by the note issuance trust or a person treated as the same person as the note issuance trust for U.S. federal income tax purposes) will be characterized as debt for U.S. federal income tax purposes and (ii) each of the note issuance trust and the master trust will not be classified as an association or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. However, an opinion of counsel is not binding on the IRS or the courts. Consequently, no assurance can be given that this characterization and these classifications will prevail. For possible alternative consequences, see “—Possible Alternative Characterizations.”

Pursuant to the terms of the indenture, the note issuance trust will agree, and all holders will agree by their purchase and holding of the notes, to treat the notes as debt for U.S. federal, state and local income and franchise tax purposes.

U.S. Holders

Stated Interest and Original Issue Discount

It is expected and the following discussion assumes that the stated interest on each note will constitute “qualified stated interest” under applicable Treasury Regulations. If you use the cash method of accounting for U.S. federal income tax purposes, you generally will be taxed on the interest on your note at the time you receive it. Alternatively, if you use the accrual method of accounting for U.S. federal income tax purposes, you generally will be taxed on the interest on your note at the time it accrues.

It is possible that the IRS could assert that the stated interest on your notes is not “unconditionally payable” and that your notes should thus be treated as being issued with OID. In addition, if interest on your notes is not paid in full on a scheduled payment date, your notes might be treated as having OID from the scheduled payment date until their principal is fully paid. If your notes are treated as having OID, you will have to include stated interest in income as it accrues rather than when it is paid, even if you use the cash method of accounting.

Short Term Debt

If you hold a note which has a fixed maturity date not more than one year from the issue date, you will generally not be required to include OID in income on the note as it accrues. However, the foregoing rule may not apply if you hold the instrument as part of a hedging transaction, or as a stripped bond or stripped coupon or if you are:

1. an accrual method taxpayer;

2. a bank;

3. a broker or dealer that holds the note as inventory;

4. a regulated investment company or common trust fund; or

5. the beneficial owner of certain pass-through entities specified in the Internal Revenue Code.

If you are a person that is not required to include OID in income on the note as it accrues then you will instead include the OID accrued on the note in gross income as principal is paid thereon, at maturity and upon a sale or exchange of the note. In that case you would also be required to defer deductions for any interest expense on an obligation incurred to purchase or carry the note to the extent it exceeds the sum of any interest income and OID

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accrued on such note. However, you may elect to include OID in income as it accrues on all obligations having a maturity of one year or less held by you in that taxable year or thereafter, in which case the deferral rule of the preceding sentence will not apply. For purposes of this paragraph, OID accrues on a note on a straight-line basis, unless you irrevocably elect, under Treasury Regulations, to apply a constant interest method, using the yield to maturity and daily compounding.

Market Discount

You may be subject to the “market discount” rules of the Internal Revenue Code if you buy a note sold pursuant to an offering for less than its principal amount and either (i) you buy the note in the initial offering and you pay less than the initial offering price or (ii) you buy the note in an offering of additional notes of an outstanding tranche and you pay less than the initial offering price when the tranche was originally issued.

Subject to a de minimis exception that generally applies if the market discount is less than 0.25 percent of the note’s principal amount multiplied by the weighted average remaining life of the note, generally taking into account the number of full years from your purchase date to each expected principal payment date, gain on the sale or other taxable disposition of a note and on partial principal payments on a note are treated as ordinary income to the extent of accrued market discount. The market discount rules also provide for deferral of interest deductions with respect to debt incurred to purchase or carry a note that has market discount. You may elect to include market discount in income as the discount accrues, in which case the rules described above will generally not apply.

Bond Premium

If you buy a note for more than its stated principal amount, you may elect to amortize the premium against interest income over the term of the note in accordance with the bond premium rules. If the election is made, it automatically applies to all debt instruments with bond premium owned during or after the taxable year for which the election is made, unless the IRS permits you to revoke the election.

Disposition of Notes

In general, you will recognize gain or loss upon the sale, exchange, retirement or other taxable disposition of your note measured by the difference between:

• the amount of cash and the fair market value of any property received for the note, other than the amount attributable to, and taxable as, accrued interest; and

• your tax basis in the note, which generally is your original cost, as increased by any OID or market discount, including de minimis amounts, that you previously included in income, and decreased by any bond premium previously amortized to reduce interest income on the note and by any payments reflecting principal or OID that you received with respect to the note.

Subject to the market discount rules discussed above, if you hold your note for more than one year before its taxable disposition, any gain or loss generally will be long-term capital gain or loss. The deductibility of capital losses is subject to limitations. The excess of net long-term capital gains over net short-term capital losses may be taxed at a lower rate than ordinary income for individuals, estates and trusts.

Net Investment Income

A tax of 3.8% is imposed on the “net investment income” of certain individuals, trusts and estates. Among other items, net investment income generally includes gross income from interest and net gain attributable to the disposition of certain property, less certain deductions. You should consult your own tax advisor regarding the possible implications of this tax in your particular circumstances.

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Non-U.S. Holders

Payments of Interest

Except as described below with respect to FATCA and backup withholding, payments of interest paid to you on your note will not be subject to U.S. federal withholding tax, provided that:

• you do not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all classes of voting equity of the depositor (or, if another entity is treated as the note issuance trust of the note for U.S. federal income tax purposes, such entity);

• you are not a “controlled foreign corporation” that is related to the depositor through any specified relationship;

• interest is not contingent interest described in Section 871(h)(4) of the Internal Revenue Code

• interest paid on the notes is not effectively connected with your conduct of a trade or business within the United States; and

• either (i) you provide to the paying agent your name and address on an IRS Form W-8BEN or W-8BEN-E (or other applicable form), and certify, under penalties of perjury, that you are not a U.S. person, or (ii) you hold your notes through certain intermediaries and the applicable certification requirements are satisfied.

If you cannot satisfy the requirements described above, payments of interest to you will be subject to the 30% U.S. federal withholding tax, unless you provide to the paying agent or other appropriate person a properly executed:

• IRS Form W-8BEN or W-8BEN-E (or other applicable form), claiming an exemption from or reduction in withholding tax under the benefit of an applicable income tax treaty; or

• IRS Form W-8ECI (or other applicable form), stating that interest paid on the notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business within the United States (as discussed below under “—Effectively Connected Income”).

The certification requirements described above may require a non-U.S. Holder to provide its U.S. taxpayer identification number in order to claim the benefit of an income tax treaty or for other reasons. Special certification requirements apply to intermediaries. Non-U.S. Holders should consult their tax advisors regarding the certification requirements discussed above.

Disposition of Notes

You generally will not be subject to U.S. federal income tax on gain realized on the disposition of your note, unless you meet one of the following requirements:

• the gain is effectively connected with your conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment); or

• you are an individual and have been present in the United States for 183 days or more in the taxable year of the disposition, and certain other requirements are met.

Effectively Connected Income

If the interest or the gain on your note is effectively connected with your conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent

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establishment), then the interest or gain will be taxable to you on a net income basis generally in the same manner as if you were a U.S. Holder. In addition, if you are a corporation, you may be subject to a branch profits tax equal to 30% of your effectively connected interest or gain on your note, subject to adjustments, unless you qualify for a lower rate under an applicable income tax treaty.

Information Reporting and Backup Withholding

U.S. Holders

If you are a U.S. Holder, other than an exempt holder, information with respect to payments on the notes and proceeds from the taxable disposition of a note, generally will be required to be furnished to you and the IRS. Backup withholding also may apply to these payments if you are not otherwise exempt and:

• you fail to provide your taxpayer identification number;

• you provide an incorrect taxpayer identification number;

• you are notified by the IRS that you are subject to backup withholding because you have failed to report properly payments of interest or dividends; or

• you fail to certify, under penalties of perjury, that you have provided your correct taxpayer identification number and that the IRS has not notified you that you are subject to backup withholding.

U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining an exemption, if applicable. Backup withholding is not an additional tax. Taxpayers may use amounts withheld as credit against their U.S. federal income tax liability or may claim a refund if they timely provide certain information to the IRS.

Non-U.S. Holders

If you are a non-U.S. Holder, information reporting on IRS Form 1042-S may apply to payments of interest on your note. However, backup withholding generally will not apply to payments of principal or interest on your note if you properly certify under penalties of perjury that you are not a U.S. person or if you otherwise qualify for an exemption.

Information reporting, but not backup withholding, generally will apply to payments of the proceeds from the sale of your note to or through the foreign office of a U.S. broker or foreign brokers with certain types of relationships to the United States, unless:

• the broker has evidence in its records that you are not a U.S. person and certain other conditions are met; or

• you otherwise qualify for an exemption.

Both information reporting and backup withholding generally will apply to payments of the proceeds from the sale of your note to or through the U.S. office of a broker, unless:

• you properly certify under penalties of perjury that you are not a U.S. person and certain other conditions are met; or

• you otherwise qualify for an exemption.

Non-U.S. Holders should consult their tax advisors regarding the application of withholding and backup withholding in their particular circumstances and the availability of, and the procedure for obtaining, an exemption from withholding and backup withholding. In this regard, current Treasury Regulations provide that a certification

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may not be relied on if the payor knows or has reason to know that the certification may be false. Backup withholding is not an additional tax. Taxpayers may use amounts withheld as credit against their U.S. federal income tax liability or may claim a refund if they timely provide certain information to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 through 1474 of the Internal Revenue Code (“FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on interest on, or gross proceeds from the sale or other disposition of, the notes paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Internal Revenue Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Internal Revenue Code) or furnishes identifying information regarding each substantial United States owner or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Internal Revenue Code), annually report certain information about such accounts and generally withhold 30% on payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. A payment amount that is subject to withholding under FATCA will not also be subject to U.S. federal withholding tax or backup withholding.

Under the applicable Treasury Regulations, withholding under FATCA generally will apply to payments of interest on the notes and, with respect to sales or other dispositions of the notes on or after January 1, 2017, the payments of gross proceeds.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in the notes.

Possible Alternative Characterizations

Although, as discussed above, it is the opinion of Tax Counsel that the notes will be characterized as debt for U.S. federal income tax purposes, the IRS may take a contrary position. If the IRS were to contend successfully that any class of notes were not debt for federal income tax purposes, such notes might be treated as equity interests in the note issuance trust, the master trust or some other entity for such purposes. In such event, the note issuance trust, master trust or other entity might be treated as a partnership or, alternatively, as a “publicly traded partnership” taxable as a corporation, for U.S. federal income tax purposes.

A partnership is generally not subject to an entity level tax for U.S. federal income tax purposes, while a publicly traded partnership taxed as an association or corporation is subject to an entity level tax. If the notes you hold were treated as equity in a partnership, you generally would be required to include in income your respective share of the partnership’s income, gain, loss, deductions and credits attributable to the partnership’s ownership of any applicable collateral certificate and other assets, without regard to whether there were actual distributions of income. As a result, the amount, timing, character and source of items of income and deductions allocable to you could be materially affected. If you are a tax-exempt entity, any income allocated to you may constitute unrelated business taxable income because all or a portion of the partnership’s taxable income may be considered debt-financed. The allocation of unrelated business taxable income to a tax-exempt holder could give rise to additional tax liability. In addition, income to non-U.S. Holders could be subject to U.S. federal net income tax (including the branch profits tax if you are a corporation) and U.S. federal income tax return filing and withholding requirements. If you are an individual, certain limitations on your ability to deduct your share of partnership expenses might apply.

If some or all of the notes were treated as equity in a “publicly traded partnership” taxable as a corporation, the imposition of corporate income tax could materially reduce cash available to make payments on the notes. In addition, payments on notes that are treated as equity would not be deductible by the corporation in computing its

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taxable income and would generally be treated as dividend income to holders of the notes that are treated as equity, which for non-U.S. Holders could be subject to a 30% U.S. federal withholding tax, unless the non-U.S. Holder qualifies for a lower rate under an applicable income tax treaty.

You should consult your own tax advisors regarding the risk that your note will not be treated as debt for U.S. federal income tax purposes and the possible tax consequences of potential alternative treatments in light of your particular circumstances.

The U.S. federal income tax discussion set forth above may not be applicable depending upon your particular tax situation, and does not purport to address the issues described with the degree of specificity that may be provided by your own tax advisor. Accordingly, we suggest that you consult your own tax advisors regarding the tax consequences to you of the purchase, ownership and disposition of the notes.

ERISA Considerations

The Employee Retirement Income Security Act of 1974, known as ERISA (“ERISA”), imposes certain fiduciary duty and prohibited transaction rules on the investment of assets of employee benefit plans — referred to as “plan assets.” These rules include requirements under ERISA concerning the prudence of plan fiduciaries and the diversification of plan assets.

In general, a benefit plan will include:

• a plan or arrangement which is subject to the fiduciary provisions of ERISA;

• an employee benefit plan that is tax-qualified under the Internal Revenue Code — such as a pension, profit-sharing, or section 401(k) plan — or other plan which is subject to the prohibited transaction provisions of Section 4975 of the Internal Revenue Code; and

• a collective investment fund or other entity if (a) the fund or entity has one or more benefit plan investors and (b) certain “look-through” rules of Department of Labor regulation 29 C.F.R. § 2510.3-101, as amended by Section 3(42) of ERISA (the “Plan Asset Regulation”) (which treat the assets of the fund or entity as constituting plan assets of the benefit plan investor) apply.

A fund or other entity — including an insurance company general or separate account and a bank collective investment trust — considering an investment in notes should consult its legal advisors concerning whether its assets might be considered plan assets under these rules. If the assets of such fund are considered plan assets, then the assets of such fund or entity will be subject to the fiduciary and prohibited transaction rules of ERISA and the Internal Revenue Code described herein.

A benefit plan fiduciary, including a fund or other entity whose assets are considered plan assets, should consider whether an investment in the DiscoverSeries notes complies with the fiduciary requirements of ERISA.

Plans maintained by governmental employers, many plans maintained by religious organizations and plans maintained by foreign employers for the benefit of employees employed outside the United States are not subject to the fiduciary and prohibited transaction rules of ERISA or Section 4975 of the Internal Revenue Code. Accordingly, to such extent, assets of such plans may be invested in the DiscoverSeries notes without regard to the ERISA and Internal Revenue Code considerations described herein. Such plans may be subject to the provisions of other applicable federal, state, foreign and local laws containing restrictions similar to ERISA and the Internal Revenue Code. Accordingly, fiduciaries with respect to such plans should consider all other applicable laws prior to investing in the DiscoverSeries notes.

Prohibited Transactions

ERISA and Section 4975 of the Internal Revenue Code prohibit certain transactions between benefit plans and certain parties who are related in a specified manner to the benefit plan, individually referred to as a “party in

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interest.” Violation of the prohibited transaction rules of ERISA and/or the Internal Revenue Code may result in significant penalties. There are statutory exemptions from the prohibited transaction rules, and the U.S. Department of Labor has granted administrative exemptions for certain specified transactions.

Individual retirement accounts and annuities and tax-qualified plans for self-employed individuals, although not subject to Title I of ERISA, are subject to the prohibited transaction rules of the Internal Revenue Code. These individual retirement arrangements are included within the term “benefit plans” for purposes of the following discussion on prohibited transactions.

Potential Prohibited Transactions from Investment in the DiscoverSeries Notes

A prohibited transaction could arise by reason of a benefit plan’s investment in the DiscoverSeries notes because Discover Bank, Discover Funding LLC, U.S. Bank, Wilmington Trust Company or any of their affiliates are either:

• a fiduciary with respect to a benefit plan;

• an employer of the employees who are covered by the benefit plan; or

• otherwise a party in interest as to the benefit plan.

There are certain statutory or administrative exemptions from the prohibited transaction rules which might be available to permit an investment in notes which would otherwise be prohibited. A statutory exemption, set forth in Section 408(b)(17) of ERISA, is available to a “service provider” to a benefit plan that is not a fiduciary with respect to the benefit plan’s assets being used to purchase the notes or an affiliate of such fiduciary. Administrative exemptions include the following prohibited transaction class exemptions:

• 96-23, available to certain “in-house asset managers”;

• 95-60, available to insurance company general accounts;

• 91-38, available to bank collective investment funds;

• 90-1, available to insurance company pooled separate accounts; and

• 84-14, available to independent “qualified professional asset managers.”

However, even if the benefit plan is eligible for one of these exemptions, the exemption may not cover every aspect of the investment by the benefit plan that might be a prohibited transaction. Fiduciaries of benefit plans contemplating an investment in DiscoverSeries notes should carefully consider whether the investment would violate the prohibited transactions rules.

In addition, certain prohibited transactions could result if the assets of DCENT or the master trust are considered assets of a benefit plan under the Plan Asset Regulation. In such event the prohibited transaction exemptions referred to above may not be available to exempt all potential prohibited transactions. In addition, if the assets of DCENT or the master trust are treated as plan assets, managers of DCENT and the master trust might be required to comply with the fiduciary responsibility rules of ERISA.

However, the assets of DCENT will not be considered plan assets under the Plan Asset Regulation, as long as the DiscoverSeries notes are:

• treated as indebtedness under local law, and

• have no “substantial equity features” (within the meaning of the Plan Asset Regulation).

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Although DCENT has not obtained an opinion of counsel regarding this issue, DCENT expects that all notes offered by this prospectus will be indebtedness under local law. In addition, although there is no authority directly on point, DCENT believes that the notes should not be considered to have substantial equity features. Accordingly, and subject to the foregoing, the Plan Asset Regulation should not apply to cause assets of DCENT to be treated as plan assets.

Investment by Benefit Plans

For the reasons described in the preceding sections, and subject to the limitations referred to therein, benefit plans and other plans may purchase notes offered by this prospectus. However, the benefit plan fiduciary must ultimately make its own determination with respect to the application of the Plan Asset Regulation. More generally, the fiduciary must determine whether the plan’s investment in the DiscoverSeries notes offered by this prospectus will result in one or more nonexempt prohibited transactions under ERISA, the Internal Revenue Code and/or any substantially similar applicable laws and whether such investment meets the fiduciary standards of ERISA and/or any substantially similar applicable laws. By acquiring a DiscoverSeries note offered by this prospectus, or interest therein, each purchaser and transferee (and if the purchaser or transferee is a benefit plan or other plan, its fiduciary) is deemed to represent and warrant that either (i) it is not acquiring such note (or interest therein) with the assets of a benefit plan or plan subject to any law substantially similar to ERISA or Section 4975 of the Internal Revenue Code; or (ii) the acquisition and holding of such note (or interest therein) will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code or a violation of any substantially similar applicable laws.

Tax Consequences to Benefit Plans

In general, assuming the DiscoverSeries notes are debt for federal income tax purposes, interest income on the notes would not be taxable to benefit plans that are tax-exempt under the Internal Revenue Code, unless the notes were “debt-financed property” because of borrowings by the benefit plan itself. However, if, contrary to the opinion of tax counsel, for federal income tax purposes, the notes are equity interests in a partnership and the partnership or the master trust is viewed as having other outstanding debt, then all or part of the interest income on the notes would be taxable to the benefit plan as “debt-financed income.” Benefit plans should consult their tax advisors concerning the tax consequences of purchasing notes.

Affiliations and Certain Relationships and Related Transactions

Discover Funding LLC, which acts as depositor for the master trust and depositor and beneficiary for DCENT, is a wholly owned subsidiary of Discover Bank. Discover Bank, which acts as the sponsor of the securitizations, is a wholly owned subsidiary of Discover Financial Services. Discover Financial Services acquired Discover Bank in January 1985. Discover Bank and the trustee for the master trust formed the master trust in October 1993. Discover Bank originates and has transferred to Discover Funding LLC the credit card receivables generated under certain designated Discover card accounts and Discover Funding LLC transfers such credit card receivables to the master trust. Discover Bank and the owner trustee formed DCENT on July 2, 2007. Discover Bank transferred an undivided interest in the receivables and other assets of the master trust, represented by the collateral certificate, to DCENT to support the issuance of notes on July 26, 2007. As assignee of Discover Bank, Discover Funding LLC is the beneficiary of DCENT.

Discover Bank acts as master servicer for the master trust and is currently the only servicer under the Pooling and Servicing Agreement with respect to the accounts. Discover Bank has outsourced certain servicing functions to DPI, which has contracted with BancTec, a third-party service provider, for certain check processing and related services. However, Discover Bank is ultimately responsible for the overall servicing function. DPI is held directly by Discover Bank. Discover Bank also acts as calculation agent for the note issuance trust, which is part of the servicing function. See “Servicing — Master Servicer, Servicer and Calculation Agent.”

[The [derivative counterparty][insert name of other enhancement provider] [is][is not] an affiliate of Discover Bank.][ Discover Funding LLC, Discover Bank and its affiliates may enter into normal banking and trustee relationships with the derivative counterparty][insert name of other enhancement provider] from time to time.][[[ §229.1119(a)(5)]]]

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Representations and Warranties of Discover Funding LLC Under the Pooling and Servicing Agreement

Pursuant to the Pooling and Servicing Agreement and the series supplement for the collateral certificate, Discover Funding LLC, in its capacity as depositor, has represented or, as of the issuance date for the Class [    ]([    ]-[    ]) notes, will represent and warrant, among other things, that:

• the Pooling and Servicing Agreement creates a valid and enforceable security interest, which security interest is prior to all other liens and is enforceable as such against creditors of and purchasers from Discover Funding LLC, 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.

• the receivables constitute “accounts” within the meaning of Article 9 of the applicable UCC.

• Discover Funding LLC has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable laws in order to perfect the security interest in the receivables conveyed to the trustee for the master trust under the Pooling and Servicing Agreement.

• other than the sale, transfer, assignment and conveyance of the receivables to the master trust and the grant of a security interest therein pursuant to the Pooling and Servicing Agreement, Discover Funding LLC has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the receivables in the accounts designated for the master trust.

• Discover Funding LLC has not authorized the filing of and is not aware of any financing statements against it that include a description of Collateral covering the receivables in the accounts designated for the master trust, other than any financing statement (i) relating to the interest of the master trust in the receivables under the Pooling and Servicing Agreement or (ii) that has been terminated.

• Discover Funding LLC has not had any judgment or tax liens filed against it.

Representations and Warranties of Discover Bank Under the Receivables Sale and Contribution Agreement

Pursuant to the Receivables Sale and Contribution Agreement, Discover Bank, in its capacity as originator, has represented or, as of the issuance date for the Class [    ]([    ]-[    ]) notes, will represent and warrant, among other things, that:

• the Receivables Sale and Contribution Agreement creates a valid and enforceable security interest, which security interest is prior to all other liens and is enforceable as such against creditors of and purchasers from Discover Bank, 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.

• the receivables constitute “accounts” within the meaning of Article 9 of the applicable UCC.

• Discover Bank has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable laws in order to perfect the security interest in the receivables conveyed to Discover Funding LLC under the Receivables Sale and Contribution Agreement.

• other than the sale, transfer, assignment and conveyance of the receivables to Discover Funding LLC and the grant of a security interest therein pursuant to the Receivables Sale and Contribution Agreement, Discover Bank has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the receivables in the accounts designated for Discover Funding LLC.

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• Discover Bank has not authorized the filing of and is not aware of any financing statements against it that include a description of Collateral covering the receivables in the accounts designated for Discover Funding LLC, other than any financing statement (i) relating to the interest of Discover Funding LLC in the receivables under the Receivables Sale and Contribution Agreement or (ii) that has been terminated.

• Discover Bank has not had any judgment or tax liens filed against it.

Representations and Warranties of DCENT Regarding the Collateral

Pursuant to the indenture and the indenture supplement for the DiscoverSeries of notes, DCENT has represented or, as of the issuance date for the Class [    ]([    ]-[    ]) notes, will represent and warrant, among other things, that:

• the indenture creates a valid and enforceable security interest in the Collateral pledged under the indenture 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 DCENT, 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.

• the now-existing collateral pledged under the indenture 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.

• DCENT has caused or will have caused, within ten days of the date of the indenture, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdiction under the applicable law in order to perfect the security interest in the now-existing Collateral granted to the indenture trustee pursuant to the indenture.

• DCENT has not authorized the filing of and is not aware of any financing statements against DCENT that include a description of Collateral covering the Collateral pledged under the indenture, other than any financing statement that has been terminated.

• DCENT is not aware of any judgment or tax lien filing against it.

• at the time of its grant of any security interest in the now-existing Collateral pledged under the indenture pursuant to the indenture, DCENT owned and had good and marketable title to such Collateral free and clear of any lien, claim or encumbrance.

• DCENT has caused the indenture trustee to be registered as the registered owner of the collateral certificate pledged under the indenture.

• other than the security interest granted to the indenture trustee pursuant to the indenture, DCENT has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, the related Collateral.

Investor Communications

Any noteholder may require that the depositor include in its monthly report on Form 10-D a request to communicate with other noteholders related to the possible exercising of the noteholders’ rights under the transaction documents. A noteholder should send its request to the master servicer at [discoversecuritization@discover.com]. The noteholder should include in its request the method by which other noteholders should contact it.

The master servicer will cause the following information to be included in the Form 10-D related to the monthly period in which the noteholder request was received:

• a statement that the depositor has received a communication request from a noteholder;

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• the name of the noteholder making the request;

• the date the request was received;

• a statement that such noteholder is interested in communicating with other noteholders about the possible exercise of rights under the transaction documents; and

• a description of the method other noteholders may use to contact the requesting noteholder.

The depositor will bear any costs associated with including the above information in the Form 10-D. The noteholders will pay any costs associated with communicating with other noteholders, and no other transaction party, including the note issuance trust, will be responsible for such costs.

If the requesting noteholder is not the record holder of any notes and is instead a beneficial owner of notes, prior to including any request to communicate in Form 10-D, the beneficial owner of the notes may be required to provide (1) a written certification from the noteholder that it is a beneficial owner of notes and (2) an additional form of documentation, such as a trade confirmation, an account statement, a letter from the broker or dealer or other similar document verifying ownership.

Reports to Investors

For each distribution date, the master servicer will prepare a statement containing information on the Collateral securing the Class [    ]([    ]-[    ]) notes, which will be filed with the SEC as an exhibit to Form 10-D. The statement will set forth certain information, including but not limited to the following:

• the aggregate investor interest in receivables represented by all master trust certificates, including the collateral certificate; the Transferor Interest; the Principal Receivables; the investor interest in receivables represented by the collateral certificate; and the sum of the investor interests in receivables for each series of master trust certificates, including the collateral certificate, that is eligible for allocations of interchange, each as of the beginning and end of the prior calendar month;

• the amount of Finance Charge Collections, Principal Collections, and interchange from the prior calendar month allocated to the collateral certificate, to the group of master trust series of which Series 2007-CC is a member, and to the Depositor;

• the amount of Finance Charge Collections, Principal Collections, total collections, interchange and total collections plus interchange from the prior calendar month, each as a monthly percentage of receivables in the master trust at the beginning of that month;

• the Series Finance Charge Allocation Percentage, the Series Principal Allocation Percentage, the Series Charge-off Allocation Percentage and the Series Interchange Allocation Percentage at the beginning of that month;

• the total amount of Finance Charge Collections, Principal Collections and interchange reallocated to the collateral certificate from other series of master trust certificates, if applicable, and from the collateral certificate to other series of master trust certificates, if applicable;

• the annualized portfolio yield from Finance Charge Collections (excluding principal recoveries), from interchange and from principal collections available through reallocation from other series, if applicable;

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• the Minimum Principal Receivables Balance and Transferor Percentage at the end of the prior calendar month and the amount by which the Principal Receivables in the master trust exceeds the Minimum Principal Receivables Balance;

• the total number of accounts in the master trust as of the beginning and end of the prior calendar month;

• the amount of charged-off receivables allocated to the collateral certificate, the amount of such charged-off receivables that are not reimbursed and therefore cause a reduction to the investor interest in receivables represented by the collateral certificate, and the total investor charged-off amount as an annualized percentage of Principal Receivables as of the beginning of the prior calendar month;

• total delinquency information with respect to the receivables, and delinquency information as a percentage of outstanding receivables;

• for the master trust, the total amount of principal charge-offs, principal recoveries, and the amount of charged-off receivables net of principal recoveries in the prior calendar month, each as an annualized percentage of Principal Receivables at the beginning of that month;

• the servicing fees for all outstanding master trust certificates and the servicing fee for the collateral certificate, each for the prior calendar month; and

• calculation of the delinquency percentage for the related distribution date.

In addition, the calculation agent will prepare a statement containing information on each tranche of notes, including the Class [    ]([    ]-[    ]) notes, which will be filed with the SEC as an exhibit to Form 10-D. The statement will set forth certain information, including but not limited to the following information:

• the interest rate for the period and the amount of interest paid to holders of each tranche of notes, including the Class [    ]([    ]-[    ]) notes, on that date per $1,000 of Outstanding Dollar Principal Amount, the interest payment date, the number of days in the interest accrual period [and the LIBOR determination date];

• the amount of principal paid to holders of each tranche of notes, including the Class [    ]([    ]-[    ]) notes, on that date per $1,000 of Stated Principal Amount;

• the Nominal Liquidation Amount, Outstanding Dollar Principal Amount, Adjusted Outstanding Dollar Principal Amount and Stated Principal Amount for each class and tranche of notes, including the Class [    ]([    ]-[    ]) notes, as of the end of the prior calendar month;

• for each tranche of notes, including the Class [    ]([    ]-[    ]) notes, the targeted principal deposits to the principal funding subaccount, the amount deposited into the principal funding subaccount on that date, the amount of any shortfall in the targeted principal deposit, the total amount on deposit in the principal funding subaccount as of the beginning and end of the prior calendar month, and the amount of any investment income earned on such funds, if any;

• for each tranche of notes, including the Class [    ]([    ]-[    ]) notes, the amount of scheduled principal payments, shortfall in the scheduled principal payments, and total payments through the related distribution date, if any;

• for each tranche of notes, including the Class [    ]([    ]-[    ]) notes, the targeted prefunding deposit, if any, the total amount deposited in respect of such targeted prefunding deposit, the amount of prefunded deposits applied to other scheduled principal deposits, the amount of any excess prefunded amounts withdrawn from the applicable principal funding subaccount and the total amount on deposit in each applicable principal funding subaccount that represents prefunding deposits;

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• for each tranche of notes, including the Class [    ]([    ]-[    ]) notes, the targeted deposits to the interest funding subaccount, the amount deposited into the interest funding subaccount through the related distribution date, the amount of any interest shortfall, the total amount on deposit in the interest funding subaccount, as of the beginning and end of the distribution date, the amount withdrawn from the interest funding subaccount for payments to noteholders, and the amount of any investment income earned on such funds, if any;

• the Excess Spread Amount for the DiscoverSeries notes, and such amount as a percentage of the Nominal Liquidation Amount for the DiscoverSeries notes (including the three-month rolling average of each);

• for so long as the Series 2007-CC collateral certificate is the only collateral certificate owned by the note issuance trust, the Group Excess Spread and the Group Excess Spread Percentage for the master trust (including the three-month rolling average of each);

• the amount of reductions in the Nominal Liquidation Amount for each tranche of notes, including the Class [    ]([    ]-[    ]) notes, as a result of the allocation of charged-off receivables to such tranche for the current month, to the extent not reimbursed under the cash flow provisions or reallocated to subordinated notes; the cumulative amount of such reductions in the Nominal Liquidation Amount for each tranche of notes, including the Class [    ]([    ]-[    ]) notes; and the amount of any reimbursements of such cumulative reductions from prior months;

• the amount of reductions in the Nominal Liquidation Amount for any tranche of Class B notes, Class C or Class D notes as a result of the subordination provisions of the indenture supplement;

• for each tranche of notes, including the Class [    ]([    ]-[    ]) notes, the total amount of reductions in the Nominal Liquidation Amount for the prior calendar month, the amount of reimbursements of reductions in the Nominal Liquidation Amount for the prior calendar month, and the aggregate amount of unreimbursed reductions in the Nominal Liquidation Amount as of the end of the prior calendar month and the sum of those amounts for such tranche of notes and for the DiscoverSeries;

• for each tranche of Class A notes[, including the Class A([    ]-[    ]) notes], the required subordinated amount of Class B notes, the required subordinated amount of Class C notes and the required subordinated amount of Class D notes, each as of the end of the current and prior distribution date, the available subordinated amount of Class B notes, the available subordinated amount of Class C notes and the available subordinated amount of Class D notes, each as of the end of the current and prior distribution date, and the usage amount of Class B notes, the usage amount of Class C notes and the usage amount of Class D notes, each as of the end of the current and prior distribution dates;

• for each tranche of Class B notes[, including the Class B([    ]-[    ]) notes], the required subordinated amount of Class C notes and the required subordinated amount of Class D notes, as of the end of the current and prior distribution date, the available subordinated amount of Class C notes and the available subordinated amount of Class D notes, each as of the end of the current and prior distribution date and the usage amount of Class C notes and the usage amount of Class D notes, each as of the end of the current and prior distribution dates;

• for each tranche of Class C notes[, including the Class C([    ]-[    ]) notes], the required subordinated amount of Class D notes, as of the end of the current and prior distribution date, the available subordinated amount of Class D notes, as of the end of the current and prior distribution date and the usage amount of Class D notes, as of the end of the current and prior distribution dates;

• for each tranche of Class C notes[, including the Class C([    ]-[    ]) notes], targeted deposits to and withdrawals from Class C reserve subaccounts, if any, the amount of those deposits that have been made, the beginning and ending balances of the Class C reserve subaccounts and the amount of earnings with respect to the Class C reserve subaccounts;

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• for each tranche of Class D notes, targeted deposits to and withdrawals from Class D reserve subaccounts, if any, the amount of those deposits that have been made, the beginning and ending balances of any Class D reserve subaccounts and the amount of earnings with respect to any Class D reserve subaccounts;

• targeted deposits to and withdrawals from accumulation reserve subaccounts, if any, the amount of those deposits that have been made, the beginning and ending balances of the accumulation reserve subaccounts and the amount of earnings with respect to the accumulation reserve subaccounts;

• the amount payable to or receivable from the derivative counterparty, supplemental credit enhancement provider or supplemental liquidity provider, as applicable, with respect to any tranche of notes[, including the Class [    ]([    ]-[    ]) notes];

• a description of any credit risk retention; and

• [calculation of the seller’s interest as of [insert applicable measurement date].]

You may obtain a copy of the statement free of charge by calling (302) 323-7315.

On or before January 31 of each calendar year, the paying agent, on behalf of the indenture trustee, will furnish to each person who at any time during the prior calendar year was a noteholder of record a statement containing the information required to be provided by an issuer of indebtedness under the Internal Revenue Code. See “U.S. Federal Income Tax Consequences.”

Use of Proceeds

DCENT pays the net proceeds from the sale of the Class [    ]([    ]-[    ]) notes to Discover Funding LLC in exchange for an increase in the investor interest in receivables represented by the collateral certificate. Discover Funding LLC will treat these proceeds as its general funds. No expenses incurred in connection with the selection and acquisition of the receivables or other pool assets are payable from the offering proceeds.

Underwriting

The underwriter[s] named below have severally agreed, subject to the terms and conditions of the underwriting agreement, dated [●], and the terms agreement, dated [●], to purchase from DCENT the respective principal amounts of the Class [    ]([    ]-[    ]) notes set forth opposite their names below:

Underwriters	Principal Amount
[●]	$	[●	]
[●]	$	[●	]
[●]	$	[●	]
Total	$	[●	]

The underwriting agreement provides that the underwriters will only be obligated to purchase the Class [    ]([    ]-[    ]) notes if their legal counsel approves of certain legal matters and if various other conditions are met. The underwriters must purchase all of the Class [    ]([    ]-[    ]) notes if they purchase any.

Each underwriter of the Class [    ]([    ]-[    ]) notes has advised Discover Funding LLC that it proposes to offer the Class [    ]([    ]-[    ]) notes:

• to the public, initially at the offering prices and on the terms set forth on the cover page of this prospectus; and

• to certain dealers, at the initial public offering price less a concession of up to [●]% of the aggregate principal amount of the Class [    ]([    ]-[    ]) notes.

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The underwriters may, from time to time, change any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. The underwriters of the notes may allow, and these dealers may reallow, a concession of up to [●]% of the aggregate principal amount of the notes to certain other dealers.

The underwriters will acquire the notes for their own account and after the initial offering of the notes to the public, may resell them from time to time in one or more transactions, including negotiated transactions, at a fixed price or at varying prices determined at the time of sale or at negotiated prices. The underwriters may offer the notes to the public without a syndicate, or they may offer them to the public through underwriting syndicates represented by managing underwriters.

For purposes of notes which will be offered or sold in the United Kingdom, each underwriter has represented and agreed that:

• it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the note issuance trust or Discover Bank; and

• it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any notes in, from or otherwise involving the United Kingdom.

Further, in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) each underwriter has severally and not jointly represented and agreed that with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of the notes which are the subject of the offering contemplated by this prospectus to the public in that Relevant Member State other than:

• to any legal entity which is a “qualified investor” as defined in the Prospectus Directive;

• to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant underwriter or underwriters nominated by the issuing entity for any such offer; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive

provided, that no such offer of notes shall require the note issuance trust, Discover Bank or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression “an offer of notes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

Additional offering expenses are estimated to be $[●].

[DCENT, Discover Bank, Discover Funding LLC or agents designated by DCENT, Discover Bank or Discover Funding LLC may also sell notes directly from time to time. [●] will be the agent for [DCENT][Discover Bank[[Discover Funding LLC] and will be involved in the offering and sale of the notes, and any commissions payable by [DCENT][Discover Bank][Discover Funding LLC] to such agent shall equal [●]. Such agent is acting solely as an agent for the period of its appointment.]

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[DCENT or Discover Funding LLC will authorize agents, underwriters or dealers to solicit offers by certain institutional investors to purchase notes providing for payment for delivery on [INSERT DATE]. There may be limitations on the minimum amount that may be purchased by any institutional investor or on the portion of the aggregate stated principal amount of the particular notes that may be sold pursuant to those arrangements. Institutional investors to which these offers may be made, when authorized, include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions that DCENT or Discover Funding LLC may approve. The obligations of any purchasers pursuant to delayed delivery and payment arrangements will not be subject to any conditions except:

• the institution shall not, at the time of delivery, be prohibited from purchasing the notes under the laws of any jurisdiction of the United States to which the institution is subject; and

• if DCENT or Discover Funding LLC is selling the notes to underwriters, DCENT or Discover Funding LLC will have sold to those underwriters the total principal amount of the applicable notes minus the principal amount of those notes covered by delayed delivery and payment arrangements.]

[Underwriters will not have any responsibility for the validity of those arrangements or the performance of DCENT, Discover Funding LLC or the institutional investors under those arrangements.]

Underwriters, dealers and agents that participate in the distribution of the notes may be deemed to be underwriters, and any discounts or commissions received by them from DCENT or Discover Funding LLC and any profit on the resale of the notes by them may be deemed to be underwriting discounts and commissions, under the Securities Act of 1933, as amended. Discover Funding LLC has agreed to indemnify the [underwriters][dealers][agents that participate in the distribution of notes] against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments that the [underwriters][dealers][agents] may be required to make with respect to those liabilities. The [underwriters][dealers][agents] may engage in transactions with, or perform services for, DCENT or Discover Funding LLC in the ordinary course of their respective businesses.

The notes [will][will not] be listed on [a national securities exchange][specify exchange]. DCENT and Discover Funding LLC cannot predict whether a secondary market will develop for the notes or, if it does develop, whether it will continue.

The distribution of notes will conform to the requirements set forth in Rule 5121 of the Financial Industry Regulatory Authority.

To facilitate the offering of the notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the notes, including the following:

• the underwriters may overallot in connection with any offering of notes, creating a short position in the notes for their own accounts;

• the underwriters may bid for, and purchase, the notes in the open market to cover overallotments or to stabilize the price of the notes; and

• in any offering of the notes through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the notes in the offering if the syndicate repurchases previously distributed notes in transactions to cover syndicate short positions, in stabilization transactions or otherwise.

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Any of these activities may stabilize or maintain the market price of the notes above independent market levels. The underwriters are not required to engage in these activities, and may end any of these activities at any time.

Legal Matters

[Mayer Brown LLP] will give opinions on the legality of the notes and the collateral certificate, the tax consequences of the issuance of the notes, and certain security interest and insolvency matters for Discover Bank and Discover Funding LLC. [Young Conaway Stargatt & Taylor, LLP] will also give opinions on certain creditors’ rights matters for Discover Bank. [Chapman and Cutler LLP] will also give opinions on certain legal matters relating to the issuance of the notes for any underwriters.

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Glossary of Terms

For purposes of determining any amount or making any calculation under any of these definitions, such amount or calculation,

• if specified to be as of the first day of any calendar month, shall (a) include any increase in the investor interest in receivables represented by the collateral certificate or the Nominal Liquidation Amount of any tranche of notes, as applicable, occurring during such calendar month as if such increase had occurred on the first day of such calendar month and (b) give effect to any payments, deposits or other allocations made on the distribution date related to the prior calendar month; and

• if specified to be as of the close of business on the last day of any calendar month, shall give effect to any reduction in the investor interest in receivables represented by the collateral certificate or the Nominal Liquidation Amount of any tranche of notes, as applicable, as a result of payments, deposits or allocations made on the related distribution date.

“2010 Pooling and Servicing Agreement” means that certain second amended and restated pooling and servicing agreement dated as of June 4, 2010, by and between Discover Bank as seller, master servicer and servicer, and U.S. Bank National Association as trustee, as amended by that certain first amendment to second amended and restated pooling agreement, dated as of October 18, 2011 and that certain second amendment to second amended and restated pooling and servicing agreement, dated as of October 3, 2014, in each case, between Discover Bank and U.S. Bank National Association, as trustee.

“Adjusted Outstanding Dollar Principal Amount” means, at any time with respect to any class or tranche of notes:

• the Outstanding Dollar Principal Amount of all outstanding notes of such class or tranche at that time; minus

• any funds on deposit with respect to principal in the applicable principal funding subaccount for the benefit of such class or tranche of notes at such time.

See “Prospectus Summary — Information Regarding the Offered Notes — Outstanding Dollar Principal Amount, Adjusted Outstanding Dollar Principal Amount and Nominal Liquidation Amount.”

“BHCA” means the Bank Holding Company Act of 1956, as amended.

“Class A Available Subordinated Amount of Class B Notes” means, for any tranche of Class A notes, on any distribution date, an amount equal to the Required Subordinated Amount of Class B Notes minus the Class A Usage of Class B Notes, each for such tranche of Class A notes on such distribution date, as adjusted in accordance with the cash flow provisions of the indenture supplement.

“Class A Available Subordinated Amount of Class C Notes” means, for any tranche of Class A notes, on any distribution date, an amount equal to the Required Subordinated Amount of Class C Notes minus the Class A Usage of Class C Notes, each for such tranche of Class A notes on such distribution date, as adjusted in accordance with the cash flow provisions of the indenture supplement.

“Class A Available Subordinated Amount of Class D Notes” means, for any tranche of Class A notes, on any distribution date, an amount equal to the Required Subordinated Amount of Class D Notes minus the Class A Usage of Class D Notes, each for such tranche of Class A notes on such distribution date, as adjusted in accordance with the cash flow provisions of the indenture supplement.

“Class A Usage of Class B Notes” for any tranche of Class A notes means the amount by which the Nominal Liquidation Amount of Class B notes has declined as a result of losses relating to charged-off receivables that are allocated to the Class A Available Subordinated Amount of Class B Notes for that tranche and the

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application of Series Principal Amounts allocable to the Class B notes to pay interest on that tranche of Class A notes and servicing fees that are allocated to the Class A Available Subordinated Amount of Class B Notes for that tranche. Losses that increase the Class A Usage of Class B Notes may include losses relating to charged-off receivables that are allocated directly to Class B notes, which are allocated proportionately to all Class A notes supported by those Class B notes, and losses reallocated to the Class B notes from the applicable tranche of Class A notes.

“Class A Usage of Class C Notes” for any tranche of Class A notes means the amount by which the Nominal Liquidation Amount of Class C notes has declined as a result of losses relating to charged-off receivables that are allocated to the Class A Available Subordinated Amount of Class C Notes for that tranche and the application of Series Principal Amounts allocable to the Class C notes to pay interest on that tranche of Class A notes and servicing fees that are allocated to the Class A Available Subordinated Amount of Class C Notes for that tranche. Losses that increase the Class A Usage of Class C Notes may include losses relating to charged-off receivables that are allocated directly to Class C notes and losses relating to the Class B Usage of Class C Notes, each of which is allocated proportionately to the Class A notes supported by those Class C notes, and losses reallocated to the Class C notes from the applicable tranche of Class A notes.

“Class A Usage of Class D Notes” for any tranche of Class A notes means the amount by which the Nominal Liquidation Amount of Class D notes has declined as a result of losses relating to charged-off receivables that are allocated to the Class A Available Subordinated Amount of Class D Notes for that tranche and the application of Series Principal Amounts allocable to the Class D notes to pay interest on that tranche of Class A notes and servicing fees that are allocated to the Class A Available Subordinated Amount of Class D Notes for that tranche. Losses that increase the Class A Usage of Class D Notes may include losses relating to charged-off receivables that are allocated directly to Class D notes and losses relating to the Class B Usage of Class D notes and the Class C Usage of Class D notes, each of which is allocated proportionately to the Class A notes supported by those Class D notes, and losses reallocated to the Class D notes from the applicable tranche of Class A notes.

“Class B Available Subordinated Amount of Class C Notes” means, for any tranche of Class B notes, on any distribution date, an amount equal to the Required Subordinated Amount of Class C Notes minus the Class B Usage of Class C Notes, each for such tranche of Class B notes on such distribution date, as adjusted in accordance with the cash flow provisions of the indenture supplement.

“Class B Available Subordinated Amount of Class D Notes” means, for any tranche of Class B notes, on any distribution date, an amount equal to the Required Subordinated Amount of Class D Notes minus the Class B Usage of Class D Notes, each for such tranche of Class B notes on such distribution date, as adjusted in accordance with the cash flow provisions of the indenture supplement.

“Class B Usage of Class C Notes” for any tranche of Class B notes means the amount by which the Nominal Liquidation Amount of Class C notes has declined as a result of losses relating to charged-off receivables that are allocated to the Class B Available Subordinated Amount of Class C Notes for that tranche and the application of Series Principal Amounts allocable to the Class C notes to pay interest on that tranche of Class B notes and servicing fees that are allocated to the Class B Available Subordinated Amount of Class C Notes for that tranche. Losses that increase Class B Usage of Class C Notes may include losses relating to charged-off receivables that are allocated directly to the Class C notes and losses relating to the Class A Usage of Class C Notes, each of which is allocated proportionately to the Class B notes supported by those Class C notes, and losses reallocated to the Class C notes from the applicable tranche of Class B notes.

“Class B Usage of Class D Notes” for any tranche of Class B notes means the amount by which the Nominal Liquidation Amount of Class D notes has declined as a result of losses relating to charged-off receivables that are allocated to the Class B Available Subordinated Amount of Class D Notes for that tranche and the application of Series Principal Amounts allocable to the Class D notes to pay interest on that tranche of Class B notes and servicing fees that are allocated to the Class B Available Subordinated Amount of Class D Notes for that tranche. Losses that increase Class B Usage of Class D Notes may include losses relating to charged-off receivables that are allocated directly to the Class D notes and losses relating to the Class A Usage of Class D Notes and the Class C Usage of Class D Notes, each of which is allocated proportionately to the Class B notes supported by those Class D notes, and losses reallocated to the Class D notes from the applicable tranche of Class B notes.

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“Class C Available Subordinated Amount of Class D Notes” means, for any tranche of Class C notes, on any distribution date, an amount equal to the Required Subordinated Amount of Class D Notes minus the Class C Usage of Class D Notes, each for such tranche of Class C notes on such distribution date, as adjusted in accordance with the cash flow provisions of the indenture supplement.

“Class C Usage of Class D Notes” for any tranche of Class C notes means the amount by which the Nominal Liquidation Amount of Class D notes has declined as a result of losses relating to charged-off receivables that are allocated to the Class C Available Subordinated Amount of Class D Notes for that tranche and the application of Series Principal Amounts allocable to the Class D notes to pay interest on that tranche of Class C notes and servicing fees that are allocated to the Class C Available Subordinated Amount of Class D Notes for that tranche. Losses that increase Class C Usage of Class D Notes may include losses relating to charged-off receivables that are allocated directly to the Class D notes and losses relating to the Class A Usage of Class D Notes and the Class B Usage of Class D Notes, each of which is allocated proportionately to the Class C notes supported by those Class D notes, and losses reallocated to the Class D notes from the applicable tranche of Class C notes.

“Collateral” includes:

• the Series 2007-CC collateral certificate, any additional collateral certificate transferred to the note issuance trust and all rights to vote or to give consents or waivers with respect to each collateral certificate;

• the collections account for the note issuance trust and additional note issuance trust accounts established for DiscoverSeries, including the series collections account, principal funding account, interest funding account, accumulation reserve account, Class C reserve account, Class D reserve account, if any, and any other trust account established under the indenture supplement for the DiscoverSeries;

• all Permitted Investments and all investment property and money held in or through the collections account or any other account described above;

• all rights, benefits and powers under any derivative agreement, supplemental credit enhancement agreement or supplemental liquidity agreement relating to any tranche of notes; and

• all proceeds of the foregoing.

“DCENT” means Discover Card Execution Note Trust.

“DCMT” means Discover Card Master Trust I.

“Depositor” when used with reference to specific receivables, means the person or persons conveying such receivables to the master trust. [Discover Funding LLC is the only Depositor to the master trust.]

“Dodd-Frank Act” means The Dodd-Frank Wall Street Reform and Consumer Protection Act.

“Eligible Deposit Account” means either:

• a segregated account, including a securities account, with an institution that meets the applicable Note Rating Agencies’ requirements for eligibility as set forth in the indenture; or

• a segregated trust account with the corporate trust department of a depository institution, other than Discover Bank or any affiliate of Discover Bank, organized under the laws of the United States of America or any state or the District of Columbia, or any domestic 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 have a credit rating from each applicable Note Rating Agency in one of its generic credit rating categories which signifies investment grade.

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“Eligible Receivable” means a receivable:

• which is payable in United States dollars;

• which was created in compliance, in all material respects, with all requirements of law applicable to the applicable originator and the servicer with respect to that receivable, and pursuant to a credit agreement that complies, in all material respects, with all requirements of law applicable to the applicable originator and servicer;

• as to which,

• at the time the receivable was created, the originator of the receivable had good and marketable title to the receivable free and clear of all liens arising under or through the originator;

• at the time the originator of the receivable conveyed the receivable to the Depositor under the Receivables Sale and Contribution Agreement, such originator had, or the Depositor will have, good and marketable title to the receivable free and clear of all liens arising under or through such originator; and

• at the time of conveyance of such receivable to the master trust, the Depositor had, or the master trust will have, good and marketable title to the receivable free and clear of all liens arising under or through the Depositor; and

• which constitutes an “account” under and as defined in Article 9 of the UCC as then in effect in the state in which the applicable originator is located for purposes of Article 9 of the UCC.

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

“Excess Spread Amount” means, generally, with respect to the DiscoverSeries of notes for any distribution date, the difference, whether positive or negative, between

• the sum of (a) the amount of Finance Charge Amounts allocated to the DiscoverSeries pursuant to the indenture; (b) any amounts to be treated as Series Finance Charge Amounts and designated to be a part of the Excess Spread Amount pursuant to any terms document; (c) an amount equal to income earned on all funds on deposit in the principal funding account (including all subaccounts of such account) (net of investment expenses and losses); and (d) the amount withdrawn from the accumulation reserve subaccount to cover the accumulation negative spread on the principal funding subaccounts; and

• the sum of all interest, swap payments or accreted discount and servicing fees for the DiscoverSeries notes and reimbursement of all charged-off receivables allocated to the DiscoverSeries, in each case for the applicable period only.

“Excess Spread Percentage” means, generally, with respect to the DiscoverSeries notes for any distribution date, the Excess Spread Amount, multiplied by twelve and divided by the sum of the Nominal Liquidation Amount of all outstanding DiscoverSeries notes.

“Finance Charge Allocation Amount” means:

• for any series, class or tranche of notes, the Nominal Liquidation Amount for such series, class or tranche of notes as of the first day of the preceding month, unless an early redemption event or event of default for such series, class or tranche has occurred and is continuing; and

• for all series, class or tranche of notes for which an early redemption event or an event of default has occurred, [the Nominal Liquidation Amount for such series, class or tranche of notes immediately before the applicable event occurred].

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DCENT, at the direction of Discover Funding LLC as beneficiary, may change the allocation method described above at any time without the consent of any noteholders if the applicable Note Rating Agencies hired by DCENT confirm that the change will not cause a reduction of the ratings of any outstanding tranche of DiscoverSeries notes, in each case below the required ratings, or a withdrawal of any such ratings.

“Finance Charge Amounts” means, for any calendar month, the sum of

• the Series Finance Charge Collections distributed to the note issuance trust as the holder of the collateral certificate for such calendar month;

• the Series Interchange distributed to the note issuance trust as the holder of the collateral certificate for such calendar month; and

• any other amounts designated as “Series Finance Charge Collections” or “Series Interchange” or a comparable term and distributed to the note issuance trust under any additional collateral certificate, the assignment of additional assets relating to that collateral certificate or any related agreement.

“Finance Charge Collections” for any calendar month means the sum of:

(a) the lesser of:

• the aggregate amount of Finance Charge Receivables for the preceding calendar month; and

• collections actually received in the applicable calendar month; and

(b) all amounts received during the calendar month with respect to receivables in the master trust that have previously been charged-off as uncollectible; and

(c) any proceeds that Discover Funding LLC has transferred to the master trust from any charged-off receivables that Discover Funding LLC has removed from the master trust.

“Finance Charge Receivables” means, for any account for any calendar month,

• the net amount billed by the servicer during that month as periodic finance charges on the account and cash advance fees, annual membership fees, if any, fees for transactions that exceed the credit limit on the account, late payment charges billed during that month to the account and any other charges that the servicer may designate as “Finance Charge Receivables” from time to time, provided that the servicer will not designate amounts owing for the payment of goods and services or cash advances as “Finance Charge Receivables”; minus

• if the account becomes a charged-off account during that month, the cumulative, uncollected amount previously billed by the servicer to the account as periodic finance charges, cash advance fees, annual membership fees, if any, fees for transactions that exceed the credit limit on the account, late payment charges and any other type of charges that the servicer has designated as “Finance Charge Receivables” with respect to accounts that are not charged-off accounts.

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

“Group Excess Spread” means the sum of the amounts designated as series excess spread for each series of master trust certificates for any distribution date. For Series 2007-CC, the series excess spread is the Excess Spread

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Amount for the DiscoverSeries, and, as long as Series 2007-CC is the only outstanding master trust series, no other series has been outstanding for three months and the note issuance trust has not acquired an additional collateral certificate to support the DiscoverSeries notes, the Group Excess Spread is expected to equal the Excess Spread Amount for the DiscoverSeries. If additional master trust series are issued, unless otherwise designated in the applicable series supplement of any series, series excess spread will be generally:

• the sum of the Finance Charge Collections, interchange and investment income for the applicable series of master trust certificates; minus

• the sum of, for such series of master trust certificates:

• monthly interest;

• monthly servicing fees;

• monthly charge-offs; and

• credit enhancement fees,

in each case for the distribution date; minus

• for any series of master trust certificates that has a subordinated interest rate swap, any payment made by the master trust pursuant to that interest rate swap.

“Group Excess Spread Percentage” means, generally, with respect to the DiscoverSeries notes for any distribution date the Group Excess Spread, multiplied by twelve and divided by the sum of the aggregate investor interest in receivables for all series of master trust certificates.

“Highest Rating” means, for purposes of the definition of Permitted Investments, with respect to tranches of notes rated by Moody’s, P-1 or Aaa, and, with respect to tranches of notes rated by Standard & Poor’s, A-1+ or AAA for investments of funds on deposit in principal funding accounts and A-1 or AAA for investments of funds on deposit in all investor accounts other than principal funding accounts, or with respect to tranches of notes rated by either Standard & Poor’s or Moody’s, any rating category that will not cause the applicable Note Rating Agency to reduce or withdraw its rating on any tranche or class of any series then outstanding, as confirmed in writing by the applicable Note Rating Agency.

“Master Servicer Termination Event” means an event that will give either the master trust trustee or investors holding certificates representing at least 51% of the invested amount for any class of any series of master trust certificates then outstanding that is materially adversely affected by the event the right, subject, if applicable, to the effects of any bankruptcy proceeding involving the master servicer or the powers of a receiver or conservator for the master servicer, to:

• terminate the master servicer’s rights and obligations under the Pooling and Servicing Agreement, any series supplement to the Pooling and Servicing Agreement and any master servicing agreement then outstanding; and

• cause the master trust trustee to appoint a successor master servicer.

These events include failures to make payments or deposits, certain breaches of representations, warranties or covenants, or certain events of insolvency with respect to the master servicer. We describe these events in more detail under “Servicing — Master Servicer Termination Events.”

“Material Adverse Effect” means 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

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amount of funds available to be distributed to the noteholders of any such series, class or tranche of notes pursuant to the 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 the indenture.

“Minimum Principal Receivables Balance” means, on any date of determination, an amount equal to the sum of the series minimum principal receivables balances for each master trust series, including each subseries, then outstanding, which amount correlates to the amount of receivables the master trust is required to maintain to support the investor interest in receivables represented by each master trust certificate, including the collateral certificate.

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

“Nominal Liquidation Amount” means, with respect to any tranche of notes on the issuance date of such tranche, the initial dollar principal amount of such tranche, and on any distribution date thereafter such amount as is increased or reduced pursuant to the cash flow provisions of the indenture supplement, including reductions due to reallocations of Series Principal Amounts allocable to tranches of subordinated notes to pay interest on senior classes and servicing fees, allocations and reallocations of the share of charged-off receivables allocated to the collateral certificate and deposits in a principal funding subaccount for or payments of principal of such class or tranche of notes, and including increases due to additional issuances of notes, withdrawals of excess prefunded amounts and reimbursements of prior reductions using Series Finance Charge Amounts, Reallocated Finance Charge Amounts, if any, reallocations of losses to subordinated tranches, application of funds on deposit in the applicable Class C reserve subaccount or Class D reserve subaccount, if any, or other credit enhancement for the notes, as applicable; provided, however, that on and after the date of a receivables sale for a tranche, the Nominal Liquidation Amount of that tranche will be zero.

“Note Rating Agency” means each of Moody’s, Standard & Poor’s, Fitch and any other rating agency that rates at least 25% of the Outstanding Dollar Principal Amount of the Notes.

“Outstanding Dollar Principal Amount” means at any time, with respect to the DiscoverSeries notes:

• for a tranche of U.S. dollar notes, the initial dollar principal amount of that tranche of notes, as described in [if the notes offered are U.S. dollar notes: this prospectus or] the prospectus supplement or prospectus, as applicable, under which such tranche was offered, less principal payments to the noteholders of that tranche;

• for a tranche of foreign currency notes, the U.S. dollar equivalent of the initial principal amount of that tranche of notes, as described in [if the notes offered are foreign currency notes: this prospectus or] the prospectus under which such tranche was offered, less dollar payments made to derivative counterparties with respect to the notional amount of the related currency swap or, in the event the derivative agreement is non-performing, less dollar payments converted into the applicable currency to make payments to noteholders, each with respect to principal for that tranche; or

• for a tranche of discount notes, [if the notes offered are discount notes: an amount [equal to [●]][determined by [●]] or] the amount stated in, or determined by a formula described in, the prospectus under which such tranche was offered, which amount will increase over time as principal accretes on that tranche of notes;

minus any net losses of principal of funds on deposit in the principal funding subaccount for such tranche.

The Outstanding Dollar Principal Amount of any tranche of notes will decrease as a result of each payment of principal of that tranche of notes, and will increase as a result of any issuance of additional notes of that tranche.

“Plan Asset Regulation” means Department of Labor regulation 29 C.F.R. § 2510.3-101, as amended by Section 3(42) of ERISA.

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“Pooling and Servicing Agreement” means that certain Third Amended and Restated Pooling and Servicing Agreement dated as of [●], 20[    ] by and between Discover Bank as master servicer and servicer, Discover Funding LLC (as assignee of Discover Bank), as depositor, and U.S. Bank National Association as trustee, as that agreement may be amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

“Principal Allocation Amount” means:

• for all notes that are not in their accumulation period, that do not have any targeted prefunding deposit, for which an early redemption event or an event of default is not continuing, and which otherwise have a targeted principal deposit of zero, the Nominal Liquidation Amount for such series, class or tranche as of the first day of the preceding calendar month;

• for each series, class or tranche of notes that is in its accumulation period, the Nominal Liquidation Amount as of the last day of the calendar month before the start of its applicable accumulation period;

• for each series, class or tranche of notes that has a targeted prefunding deposit greater than zero, the Nominal Liquidation Amount as of the last day of the last calendar month for which its targeted prefunding deposit was zero;

• for each series, class or tranche of notes for which an early redemption event or an event of default has occurred and is continuing, the Nominal Liquidation Amount for those notes as of the last day of the calendar month immediately before the applicable event occurred; and

• for any other series, class or tranche of notes for which the targeted principal deposit is greater than zero, the Nominal Liquidation Amount as of the date specified in the prospectus or prospectus supplement, as applicable, for such series, class or tranche.

“Principal Amounts” means, for any calendar month, the sum of:

• the Series Principal Collections distributed to the note issuance trust as the holder of the collateral certificate for that calendar month; and

• any other amounts designated as “Series Principal Collections” or a comparable term and distributed to the note issuance trust under any additional collateral certificate, the assignment of additional assets relating to that collateral certificate or any related agreement.

“Principal Collections” means, for any calendar month, all collections other than Finance Charge Collections.

“Principal Receivable” means each receivable other than Finance Charge Receivables.

“Reallocated Finance Charge Amounts” for the DiscoverSeries notes means any amounts allocated to the DiscoverSeries notes from the master trust’s finance charge collections reallocation account in accordance with the cash flow provisions of the indenture supplement and the series supplement for Series 2007-CC of the master trust.

“Reallocated Principal Amounts” for the DiscoverSeries notes means any amounts allocated to the DiscoverSeries notes from the master trust’s principal collections reallocation account in accordance with the cash flow provisions of the indenture supplement and the series supplement for Series 2007-CC of the master trust.

“Receivables Sale and Contribution Agreement” means that certain Receivables Sale and Contribution Agreement dated as of [●], 20[    ] by and between Discover Bank, as originator, and Discover Funding LLC, as purchaser, as that agreement may be amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

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“Required Subordinated Amount of Class B Notes” will equal [for Class A notes only: (i) for the Class A([    ]-[    ]) notes, [●]% of the Nominal Liquidation Amount of the Class A([    ]-[    ]) notes and (ii)] for any [other] tranche of Class A notes, a percentage of the Nominal Liquidation Amount of that tranche of Class A notes specified in the related prospectus supplement or prospectus, as applicable, under which such tranche was offered, as adjusted from time to time. However, after an event of default and acceleration or after an early redemption event has occurred and is continuing for any tranche of Class A notes, the Required Subordinated Amount of Class B Notes for that tranche of Class A notes will be the greater of:

• the Required Subordinated Amount of Class B Notes for that tranche of Class A notes on that date; and

• the Required Subordinated Amount of Class B Notes for that tranche of Class A notes on the date immediately prior to that event of default or early redemption event.

See “Prospectus Summary — Information Regarding the Offered Notes — Credit Enhancement — Required Subordinated Amount of Class B Notes.”

“Required Subordinated Amount of Class C Notes”:

(a) will equal [for Class A notes only: (i) for the Class A([    ]-[    ]) notes, [●]% of the Nominal Liquidation Amount of the Class A([    ]-[    ]) notes and (ii)] for any [other] tranche of Class A notes, a percentage of the Nominal Liquidation Amount of that tranche of Class A notes specified in the related prospectus supplement or prospectus, as applicable, under which such tranche was offered, as adjusted from time to time; and

(b) for any tranche of Class B notes will equal:

• [for Class B notes only: (i) for the Class B([    ]-[    ] notes, [●]% of the encumbered portion of the Nominal Liquidation Amount of the Class B([    ]-[    ]) notes and (ii)] for any [other] tranche of Class B notes, a percentage of the encumbered portion of the Nominal Liquidation Amount of the tranche of Class B notes, as specified in the related prospectus supplement or prospectus, as applicable, under which such tranche was offered; plus

• [for Class B notes only: (i) for the Class B([    ]-[    ]) notes, [●]% of the unencumbered portion of the Nominal Liquidation Amount of the Class B([    ]-[    ]) notes and (ii)] for any [other] tranche of Class B notes, a percentage of the unencumbered portion of the Nominal Liquidation Amount of the tranche of Class B notes, as specified in the related prospectus supplement or prospectus, as applicable, under which such tranche was offered;

in each case as adjusted from time to time.

When we refer to the “encumbered portion” of a tranche of Class B notes, we refer to the portion of the Nominal Liquidation Amount of the tranche that is providing credit enhancement to the Class A notes of the DiscoverSeries. For any tranche of Class B notes, the encumbered portion equals:

• the Nominal Liquidation Amount for the tranche of Class B notes; divided by

• the Nominal Liquidation Amount for all tranches of Class B notes in the DiscoverSeries; multiplied by

• the Required Subordinated Amount of Class B notes for all tranches of Class A notes in the DiscoverSeries.

When we refer to the “unencumbered portion” of a tranche of Class B notes, we refer to the portion of the Nominal Liquidation Amount of the tranche of Class B notes that is not currently providing credit enhancement to the Class A notes of the DiscoverSeries, which is the Nominal Liquidation Amount minus the encumbered portion of the Nominal Liquidation Amount.

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However, after an event of default and acceleration or after an early redemption event has occurred and is continuing for any tranche of Class A notes or Class B notes, the Required Subordinated Amount of Class C Notes for that tranche will be the greater of:

• the Required Subordinated Amount of Class C Notes for that tranche on that date; and

• the Required Subordinated Amount of Class C Notes for that tranche on the date immediately prior to that event of default or early redemption event.

“Required Subordinated Amount of Class D Notes”:

(a) will equal [for Class A notes only: (i) for the Class A([    ]-[    ]) notes, [●]% of the Nominal Liquidation Amount of the Class A([    ]-[    ]) notes and (ii)] for any [other] tranche of Class A notes, a percentage of the Nominal Liquidation Amount of that tranche of Class A notes specified in the related prospectus supplement or prospectus, as applicable, under which such tranche was offered, as adjusted from time to time;

(b) for any tranche of Class B notes will equal:

• [for Class B notes only: (i) for the Class B([    ]-[    ]) notes, [●]% of the encumbered portion of the Nominal Liquidation Amount of the Class B([    ]-[    ]) notes and (ii)] for any [other] tranche of Class B notes, a percentage of the encumbered portion of the Nominal Liquidation Amount of the tranche of Class B notes, as specified in the related prospectus supplement or prospectus, as applicable, under which such tranche was offered; plus

• [for Class B notes only: (i) for the Class B([    ]-[    ]) notes, [●]% of the unencumbered portion of the Nominal Liquidation Amount of the Class B([    ]-[    ]) notes and (ii)] for any [other] tranche of Class B notes, a percentage of the unencumbered portion of the Nominal Liquidation Amount of the tranche of Class B notes, as specified in the related prospectus supplement or prospectus, as applicable, under which such tranche was offered;

in each case as adjusted from time to time; and

(c) for any tranche of Class C notes will equal:

• [for Class C notes only: (i) for the Class C([    ]-[    ]) notes, [●]% of the portion of the Nominal Liquidation Amount of the Class C([    ]-[    ]) notes encumbered by Class A notes and (ii)] for any [other] tranche of Class C notes, a percentage of the portion of the Nominal Liquidation Amount of the tranche of Class C notes encumbered by Class A notes, as specified in the related prospectus supplement or prospectus, as applicable, under which such tranche was offered, plus

• [for Class C notes only: (i) for the Class C([    ]-[    ]) notes, [●]% of the portion of the Nominal Liquidation Amount of the Class C([    ]-[    ]) notes encumbered by Class B notes and (ii)] for any [other] tranche of Class C notes, a percentage of the portion of the Nominal Liquidation Amount of the tranche of Class C notes encumbered by Class B notes (but not encumbered by Class A notes), as specified in the related prospectus supplement or prospectus, as applicable, under which such tranche was offered, plus

• [for Class C notes only: (i) for the Class C([    ]-[    ]) notes, [●]% of the unencumbered portion of the Nominal Liquidation Amount of the Class C([    ]-[    ]) notes and (ii)] for any [other] tranche of Class C notes, a percentage of the unencumbered portion of the Nominal Liquidation Amount of the tranche of Class C notes, as specified in the related prospectus supplement or prospectus, as applicable, under which such tranche was offered,

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in each case as adjusted from time to time.

When we refer to the “encumbered portion” of the Nominal Liquidation Amount of a tranche of Class C notes, we refer to the portion of the Nominal Liquidation Amount of the tranche that is providing credit enhancement to the Class A notes and the Class B notes of the DiscoverSeries. For any tranche of Class C notes, the encumbered portion equals:

• the Nominal Liquidation Amount for the tranche of Class C notes, divided by

• the Nominal Liquidation Amount for all tranches of Class C notes in the DiscoverSeries, multiplied by

• the sum of the Required Subordinated Amount of Class C notes for all Class A notes that do not receive credit enhancement from any Class B notes in the DiscoverSeries and the Required Subordinated Amount of Class C notes for all Class B notes in the DiscoverSeries.

When we refer to the “unencumbered portion” of the Nominal Liquidation Amount of a tranche of Class C notes, we refer to the portion of the Nominal Liquidation Amount of the tranche of Class C notes that is not currently providing credit enhancement to the Class A notes or Class B notes of the DiscoverSeries, which is the Nominal Liquidation Amount of that tranche of Class C notes minus the encumbered portion of the Nominal Liquidation Amount of that tranche of Class C notes.

However, after an event of default and acceleration or after an early redemption event has occurred and is continuing for any tranche of Class A notes, Class B notes or Class C notes, the Required Subordinated Amount of Class D Notes for that tranche will be the greater of:

• the Required Subordinated Amount of Class D Notes for that tranche on that date; and

• the Required Subordinated Amount of Class D Notes for that tranche on the date immediately prior to that event of default or early redemption event.

“Series Charge-off Allocation Percentage” means, for the collateral certificate for any distribution date:

• the investor interest in receivables represented by the collateral certificate; divided by

• the greater of:

• the total amount of Principal Receivables in the master trust; or

• the aggregate investor interest in receivables for all outstanding series of master trust certificates;

— in each case, as of the first day of the prior calendar month.

“Series Finance Charge Collections Allocation Percentage” means, for the collateral certificate for any distribution date:

• the investor interest in receivables represented by the collateral certificate as of the first day of the prior calendar month, if an early redemption event or event of default for any series, class or tranche of notes or an amortization event for the collateral certificate is not continuing with respect to such calendar month;

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• if an early redemption event or event of default for any series, class or tranche of notes is then continuing, the sum of the Finance Charge Allocation Amounts for each tranche of notes for the prior calendar month; or

• if an amortization event for the collateral certificate is then continuing for such calendar month, the investor interest in receivables represented by the collateral certificate as of the last day of the calendar month immediately preceding the date an amortization event for the collateral certificate occurs;

as applicable, in each case divided by the greater of (1) the total amount of Principal Receivables in the master trust or (2) the aggregate investor interest in receivables that is used to allocate Finance Charge Collections for all outstanding series of master trust certificates, in each case, as of the first day of the prior calendar month. If two of the above clauses apply, the Series Finance Charge Collections Allocation Percentage will be the higher percentage determined under such clauses.

“Series Finance Charge Amounts” means, for the DiscoverSeries notes for any calendar month, the sum of:

• the portion of the Series Finance Charge Collections for the Series 2007-CC collateral certificate that is allocated to the DiscoverSeries notes in accordance with the indenture and the applicable indenture supplement, and any additional amounts designated as “Series Finance Charge Collections” for the DiscoverSeries notes in accordance with the indenture and the applicable indenture supplement;

• the portion of the Series Interchange for the Series 2007-CC collateral certificate that is allocated to the DiscoverSeries of notes in accordance with the indenture and the applicable indenture supplement;

• any amounts to be treated as Series Finance Charge Amounts pursuant to any terms document; and

• any amounts to be treated as Series Finance Charge Amounts pursuant to the cash flow provisions of the indenture supplement, including (but in each case, only with respect to allocations made after the step in which such funds are designated as Series Finance Charge Amounts):

• an amount equal to income earned on all funds on deposit in the principal funding account, the interest funding account and the accumulation reserve account, including all subaccounts of such accounts, net of investment expense and losses, for the period from and including the prior distribution date to but excluding the current distribution date;

• an amount equal to any required withdrawal from the accumulation reserve account to pay interest for any tranche of notes in the accumulation period for such tranche; and

• an amount equal to any funds withdrawn from any accumulation reserve subaccount, Class C reserve subaccount or Class D reserve subaccount because the amount on deposit in such account exceeded the amount required to be on deposit.

“Series Finance Charge Collections” for the collateral certificate means with respect to any day or any distribution date, an amount equal to the product of:

• the Series Finance Charge Allocation Percentage for the related distribution date; and

• the amount of Finance Charge Collections for such day or for the related calendar month, as applicable;

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provided, however, that Series Finance Charge Collections will be increased by an amount equal to the negative spread on each applicable principal funding subaccount for the notes as a result of prefunding — which will equal the difference between the amount of investment income earned on those amounts from the previous distribution date to the current distribution date and the amount of interest accrued on the prefunded portion of the notes during the same period, though not more than the amount that would have been allocated to the collateral certificate if the Nominal Liquidation Amount of those notes had not been reduced because of the prefunding.

“Series Interchange” for the collateral certificate means, with respect to any distribution date, an amount equal to the product of:

• the Series Interchange Allocation Percentage; and

• interchange for the related calendar month.

“Series Interchange Allocation Percentage” means, for any distribution date, for the collateral certificate:

• the sum of the investor interest in receivables represented by the collateral certificate; divided by

• the greater of:

• the total amount of principal receivables in the master trust; or

• the aggregate investor interest in receivables in the master trust for all series of master trust certificates;

— in each case, as of the first day of the prior calendar month.

“Series Minimum Principal Receivables Balance” means, on any date of determination, the sum of:

• if no series, class or tranche of notes has a targeted principal deposit that is greater than zero, the investor interest in receivables represented by the collateral certificate on such date of determination, divided by 0.93;

• if any series, class or tranche of notes has a targeted principal deposit that is greater than zero, the sum, without duplication, of the Principal Allocation Amounts for such series, class or tranche of notes, multiplied by the percentage of the Nominal Liquidation Amount for the notes that is represented by the collateral certificate, divided by 0.93; and

• if an amortization event has occurred for the collateral certificate, the investor interest in receivables represented by the collateral certificate as of the last day of the calendar month preceding such event, divided by 0.93;

provided, however, that [Discover Bank] may, upon 30 days’ prior notice to the master trust trustee, Moody’s and Standard & Poor’s, reduce the Series Minimum Principal Receivables Balance by increasing the divisor set forth above — 0.93 — subject to the condition that [Discover Bank] shall have been notified by Moody’s and Standard & Poor’s that such reduction would not result in the lowering or withdrawal of the rating of any class of any series of master trust certificates then outstanding or of any series, class or tranche of notes then outstanding, and provided, further, that the divisor set forth above may not be increased to more than 0.98. If two of the above clauses apply, the Series Minimum Principal Receivables Balance will be the higher amount determined under such clauses.

“Series Principal Amounts” means, for the DiscoverSeries notes for any calendar month, the sum of:

• the portion of Series Principal Collections for the Series 2007-CC collateral certificate that is allocated to the DiscoverSeries notes in accordance with the indenture and any additional amounts designated as “Series Principal Collections” for the DiscoverSeries notes in accordance with the indenture;

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• any amounts to be treated as Series Principal Amounts pursuant to the terms document for any tranche of DiscoverSeries notes, including, without limitation, any amounts to be paid with respect to any note under any derivative agreement that are designated as Series Principal Amounts under the applicable terms document; and

• any amounts to be treated as Series Principal Amounts pursuant to the cash flow provisions of the indenture supplement, including all amounts used to reimburse charged-off receivables allocated to the DiscoverSeries, all amounts used to reimburse prior reductions in Nominal Liquidation Amounts due to charged-off receivables and the application of subordinated notes’ principal collections to pay interest on senior classes and servicing fees, and any excess prefunding deposits that the note issuance trust withdraws from any principal funding subaccount.

“Series Principal Collections Allocation Percentage” means, for the collateral certificate for any distribution date:

• the investor interest in receivables represented by the collateral certificate as of the first day of the prior calendar month, if the note issuance trust is not paying or depositing principal for any series, class or tranche of notes on such distribution date and there is no amortization event continuing for the collateral certificate for such calendar month;

• the sum of the Principal Allocation Amounts for each tranche of notes for the prior calendar month, if the note issuance trust is paying or depositing principal for any series, class or tranche of notes on such distribution date; or

• if an amortization event for the collateral certificate is continuing for such calendar month, the investor interest in receivables represented by the collateral certificate on the last day of the calendar month immediately preceding the date on which the amortization event for the collateral certificate occurred:

as applicable, in each case divided by the greater of (1) the total amount of Principal Receivables in the master trust or (2) the aggregate investor interest in receivables that is used to allocate Principal Collections for all outstanding series of master trust certificates, in each case, as of the first day of the prior calendar month. If two of the above clauses apply, the Series Principal Collections Allocation Percentage will be the higher percentage determined under such clauses.

“Series Principal Collections” for the collateral certificate means with respect to any day or any distribution date, an amount equal to the product of:

• the Series Principal Collections Allocation Percentage for the related distribution date; and

• the amount of Principal Collections for such day or for the related calendar month; as applicable.

“Series Repurchase Event” for the collateral certificate means the occurrence of an event described under “The Master Trust — Repurchase of a Master Trust Series.”

“Servicer Termination Event” means an event that will give either the master trust trustee or investors holding certificates representing at least 51% of the invested amount for any class of any series of master trust certificates then outstanding that is materially adversely affected by the event, including the note issuance trust as holder of the collateral certificate, the right, subject, if applicable, to the effects of any bankruptcy proceeding involving the master servicer or the powers of a receiver or conservator for the master servicer, to:

• terminate the servicer’s rights and obligations under the Pooling and Servicing Agreement, any series supplement to the Pooling and Servicing Agreement and any master servicing agreement then outstanding; and

• cause the master trust trustee to appoint a successor servicer.

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These events include failures to make payments or deposits, certain breaches of representations, warranties or covenants, or certain events of insolvency with respect to the servicer. We describe these events in more detail under “Servicing — Servicer Termination Events.”

“Standard & Poor’s” means Standard & Poor’s Ratings Services, or any successor thereto.

“Stated Principal Amount” generally means, at any time with respect to the Class [    ]([    ]-[    ]) notes, the amount that is stated on the face of the Class [    ]([    ]-[    ]) notes to be payable to the holders of the Class [    ]([    ]-[    ]) notes.

“Transferor Certificate” means:

• if the Depositor elects to evidence its interest in the master trust in certificated form pursuant to the Pooling and Servicing Agreement, the certificate executed by Discover Funding LLC and authenticated by the master trust trustee; or

• an uncertified interest in the master trust as evidenced by a recording in the books and records of the master trust trustee;

— in each case representing a residual interest in the assets of the master trust not represented by the certificates of any series.

“Transferor Interest” means, for any distribution date, the aggregate amount of Principal Receivables in the master trust at the end of the previous calendar month minus the aggregate investor interest in receivables for the master trust at the end of that day; provided, however, that the Transferor Interest will not be less than zero.

“Transferor Percentage” means, for any date with respect to the receivables in the master trust, an amount equal to the interest in Principal Receivables represented by the Transferor Certificate divided by the total aggregate amount of Principal Receivables in the master trust.

“Trust Portfolio Repurchase Event” for the collateral certificate means the occurrence of an event described under “The Master Trust — Repurchase of Master Trust Portfolio.”

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ANNEX I

Outstanding Series, Classes and Tranches of Notes

The table below sets forth the principal characteristics of the Class A notes, Class B notes, Class C notes and Class D notes that Discover Card Execution Note Trust has issued that are currently outstanding or that are expected to be outstanding on or about the issuance date for the Class [    ]([    ]-[    ]) notes. For more specific information with respect to any series, class or tranche of notes, you should contact the calculation agent at [●]. The calculation agent will provide you, without charge, a copy of the prospectus or prospectus supplement, as applicable, and indenture supplement, without exhibits, and terms document, without exhibits, for any publicly issued series, class or tranche of notes.

The total Nominal Liquidation Amount and Outstanding Dollar Principal Amount for all outstanding classes and tranches of DiscoverSeries notes, including all such notes that are expected to be outstanding on or about the issuance date for these notes, are $[●] and $[●] respectively as of [●]. The Class D notes support all of the outstanding senior DiscoverSeries notes and will be increased prior to the issuance of any additional senior DiscoverSeries notes in the amount necessary to support such additional issuance. The total Nominal Liquidation Amount is also equal to the current investor interest in receivables represented by the Series 2007-CC collateral certificate.

Class A	Issuance Date	Nominal Liquidation Amount	Outstanding Dollar Principal Amount	Note Interest Rate(1)	Expected Maturity Date	Legal Maturity Date
Class B	Issuance Date	Nominal Liquidation Amount	Outstanding Dollar Principal Amount	Note Interest Rate(1)	Expected Maturity Date	Legal Maturity Date
Class C	Issuance Date	Nominal Liquidation Amount	Outstanding Dollar Principal Amount	Note Interest Rate(1)	Expected Maturity Date	Legal Maturity Date
Class D	Issuance Date	Nominal Liquidation Amount	Outstanding Dollar Principal Amount	Note Interest Rate(1)	Expected Maturity Date	Legal Maturity Date

(1) Except for Class [    ], “LIBOR” means the London interbank offered rate for one-month dollar deposits, determined two business days before the start of each interest accrual period. For [●], “LIBOR” means the London interbank offered rate for three-month dollar deposits, determined two business days before the start of each interest accrual period.

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[ANNEX II]

[Outstanding Master Trust Series]

[The table below sets forth the principal characteristics of the Class A, Class B and Subordinated Class certificates of the series that the master trust has issued that are currently outstanding. The table does not include the Series 2007-CC collateral certificate. For more specific information with respect to any series, you should contact the master servicer at (302) 323-7315. The master servicer will provide you, without charge, a copy of the prospectus, prospectus supplement and series supplement, without exhibits, for any publicly issued series.

Series	[●]-[●]
Investor Interest
Class A	$	[●	]
Class B	$	[●	]
Interest Rate(1)
Class A		[●	]
Class B		[●	]
Initial Credit Enhancement(2)
Class A		[●	]%
Class B		[●	]%
Interchange Allocations		[Yes][No	]
Closing Date		[●	]
Expected Maturity Date
Class A		[●	]
Class B		[●	]
Type of Principal Payment(3)
Class A		[●	]
Class B		[●	]
Series Termination Date		[●	]

(1) Unless otherwise specified, “LIBOR” means the London interbank offered rate for one-month dollar deposits, determined two business days before the start of each interest accrual period.

(2) Expressed as a percentage of the initial series investor interest.

(3) “Bullet” means that the master trust is scheduled to repay principal in one payment. “Liquidating” means that the master trust will repay principal over a period of time in a number of payment installments.]

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[ANNEX III]

[Static Pools]

[Insert static pool information if applicable.]

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$[●] Class [    ]([    ]-[    ]) DiscoverSeries Notes

Discover Bank

Sponsor, Originator of Assets and Servicer

Discover Funding LLC

Depositor

Discover Card Execution Note Trust

Issuing Entity of the Notes

Discover Card Master Trust I

Issuing Entity of the Collateral Certificate

PROSPECTUS

Underwriters

[●]				[●]
[●]
	[●]
		[●]
			[●]
				[●]

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information.

We are not offering the notes in any state where the offer is not permitted.

We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on the cover of this prospectus.

Dealers will deliver a prospectus when acting as underwriters of the notes and with respect to their unsold allotments or subscriptions. In addition, until the date which is 90 days after the date of this prospectus, all dealers selling the notes will deliver a prospectus. Such delivery obligation may be satisfied by filing the prospectus with the Securities and Exchange Commission.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 12. Other Expenses of Issuance and Distribution.

Registration Fee	*
Printing and Engraving	*
Trustee’s Fees	*
Legal Fees and Expenses	*
Blue Sky Fees and Expenses	*
Accountants’ Fees and Expenses	*
Rating Agency Fees	*
Miscellaneous Fees	*
Total	*

* To be provided by amendment

Item 13. Indemnification of Directors and Officers.

Discover Funding LLC is a Delaware limited liability company, Discover Bank is a Delaware banking corporation and its affiliate Discover Financial Services is a Delaware corporation. Section 18-108 of the Limited Liability Company Act of the State of Delaware (“LLCA”) as applicable to Delaware limited liability companies provides that a Delaware limited liability company may, and shall have the power to, indemnify its members or managers or other persons from and against any and all claims and demands whatsoever.

The limited liability company agreement of Discover Funding LLC provides, in effect, that, subject to certain limited exceptions, it will indemnify its members, officers, directors, employees and agents of Discover Funding LLC, and employees, representatives, agents and affiliates of its members (collectively, the “Covered Persons”), to the fullest extent permitted by applicable law, for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of Discover Funding LLC and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the limited liability company agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under the limited liability company agreement by Discover Funding LLC shall be provided out of and to the extent of Discover Funding LLC’s assets only, and the members shall not have personal liability on account thereof; and provided further, that so long as any securities, indebtedness, liabilities and obligations of Discover Funding LLC under or in connection with the transaction documents related to such obligation or any related document in effect as of any date of determination, is outstanding, no indemnity payment from funds of Discover Funding LLC (as distinct from funds from other sources, such as insurance) under the limited liability company agreement shall be payable from amounts allocable to any other person pursuant to such transaction documents.

To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by Discover Funding LLC prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by Discover Funding LLC of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in the limited liability company agreement; provided, however, that any such reimbursement of expenses by Discover Funding LLC shall be provided out of and to the extent of Discover Funding LLC’s assets only, and the members shall not have personal liability on account thereof; and provided further, that so long as any securities, indebtedness, liabilities and obligations of Discover Funding LLC under or in connection with the transaction documents related to such obligation or any related document in effect as of any date of determination, is outstanding, no reimbursement of expenses from funds of Discover Funding LLC (as distinct from funds from other sources, such as insurance) under the limited liability company agreement shall be payable from amounts allocable to any other person pursuant to such transaction documents.

II-1

A Covered Person shall be fully protected in relying in good faith upon the records of Discover Funding LLC and upon such information, opinions, reports or statements presented to Discover Funding LLC by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of Discover Funding LLC, including information, opinions, reports or statements as to the value and amount of the assets or liabilities of Discover Funding LLC, or any other facts pertinent to the existence and amount of assets from which distributions to the member might properly be paid.

To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to Discover Funding LLC or to any other Covered Person, a Covered Person acting under the limited liability company agreement shall not be liable to Discover Funding LLC or to any other person bound by the limited liability company agreement for its good faith reliance on the provisions of the limited liability company agreement. The provisions of the limited liability company agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties to the limited liability company agreement to replace such other duties and liabilities of such Covered Person.

Insofar as indemnification by Discover Funding LLC for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Discover Funding LLC pursuant to the foregoing provisions, Discover Funding LLC has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Each underwriting agreement will generally provide that the underwriter will indemnify Discover Funding LLC and its directors, officers and controlling parties against specified liabilities, including liabilities under the Securities Act of 1933 relating to certain information provided or actions taken by the underwriter.

Item 14. Exhibits.

A list of exhibits filed here with or incorporated by reference is contained in the Exhibit Index which is incorporated herein by reference. Where agreements or other documents required by Regulation AB are specified to be filed as exhibits to this registration statement, the registrant undertakes to file final agreements on Form 8-K, for incorporation by reference as an exhibit to this registration statement, no later than the date the final prospectus is required to be filed.

Item 15. Undertakings.

The undersigned registrant hereby undertakes:

(a) As to Rule 415:

(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

II-2

Provided, however, that the undertakings set forth in clauses (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

Provided further, however, clauses (i) and (ii) above do not apply if the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§ 229.1100(c)).

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) Not Applicable

(5) That, for the purpose of determining any liability under the Securities Act to any purchaser:

(i) Not Applicable

(ii) Not Applicable

(iii) If any registrant is relying on Rule 430D:

(A) each prospectus filed by the undersigned registrant pursuant to Rule 424(b)(3) and (h) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),or (b)(7) as part of a registration statement in reliance on Rule 430D relating to an offering made pursuant to Rule 415(a)(1)(vii) or (a)(1)(xii) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430D, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(6) That, for the purpose of determining liability of any registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

II-3

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf or the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(7) If any registrant is relying on Rule 430D, with respect to any offering of securities registered on Form SF-3, to file the information previously omitted from the prospectus filed as part of an effective registration statement in accordance with Rule 424(h) and Rule 430D.

(b) As to Documents Subsequently Filed that are Incorporated By Reference:

For purposes of determining any liability under the Securities Act, each filing of any reigstrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) As to Indemnification:

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 13 above, or otherwise, each registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) As to Filings in Reliance on Rule 430(A).

(1) For purposes of determining any liability under the Securities Act, the information omitted from any form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(e) As to Qualification of Trust Indentures Under the Trust Indenture Act of 1939 for Delayed Offerings:

The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the indenture trustee to act under subsection (a) of Section 310 of the Trust Indenture Act, in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Act.

(f) As to Filings Regarding Asset-Backed Securities Incorporating by Reference Subsequent Exchange Act Documents by Third Parties:

For purposes of determining any liability under the Securities Act, each filing of the annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SF-3 and has duly caused this Amendment No. 1 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Castle, State of Delaware, on September 9, 2015.

DISCOVER FUNDING LLC,
a Delaware limited liability company (Registrant)
By:		/s/ Michael F. Rickert
	Name:	Michael F. Rickert
	Title:	Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

II-S-1

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title
*	President and Chief Executive Officer (Principal Executive Officer)	, 2015
Tod Gordon
/s/ Michael F. Rickert	Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	September 9, 2015
Michael F. Rickert
*	Vice President and Assistant Treasurer	, 2015
Timothy Schmidt
*	Assistant Secretary	, 2015
Michael D. Ebner
*	Director	,2015
R. Mark Graf
*	Director	,2015
Kathryn McNamara Corley
*	Director	,2015
Roger C. Hochschild

* The undersigned, by signing his name hereto, does hereby sign this Amendment No. 1 to registration statement on behalf of the above indicated officer or director of the Registrant, Discover Funding LLC, pursuant to the Power of Attorney signed by such officer or director.

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

II-S-2

EXHIBITS

Exhibit No.	Description
1.1	Form of Underwriting Agreement among Discover Card Execution Note Trust, as Issuer, Discover Funding LLC, Discover Bank and underwriters.
3.1	Limited Liability Company Agreement of Discover Funding LLC.*
4.1	Form of Receivables Sale and Contribution Agreement, between Discover Bank and Discover Funding LLC.
4.2	Form of Third Amended and Restated Pooling and Servicing Agreement, among Discover Bank as Master Servicer and Servicer, Discover Funding LLC, as Depositor, and U.S. Bank National Association, as Trustee.
4.3	Form of Amended and Restated Series Supplement for Series 2007-CC, among Discover Bank as Master Servicer and Servicer, Discover Funding LLC, as Depositor, and U.S. Bank National Association, as Trustee.
4.4	Form of Amended and Restated Trust Agreement, between Discover Funding LLC, as Beneficiary and Wilmington Trust Company, as Owner Trustee.
4.5	Form of Amended and Restated Indenture, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee.
4.6	Form of Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, excluding the Forms of Terms Documents, which are set forth as Exhibits 4.7, 4.8, 4.9 and 4.10 hereto.
4.7	Form of Class A Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, excluding the Form of Class A Notes, which is set forth as Exhibit 4.10 hereto.
4.8	Form of Class B Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, excluding the Form of Class B Notes, which is set forth as Exhibit 4.11 hereto.
4.9	Form of Class C Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, excluding the Form of Class C Notes, which is set forth as Exhibit 4.12 hereto.
4.10	Class D Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, incorporated by reference to Discover Card Master Trust I’s Current Report on Form 8-K filed on July 6, 2009.
4.11	Form of Class A Notes.
4.12	Form of Class B Notes.
4.13	Form of Class C Notes.
4.14	Class D Notes, incorporated by reference to Discover Card Master Trust I’s Registration Statement on Form S-3 filed on June 9, 2010.
4.15	Collateral Certificate Transfer Agreement, between Discover Bank, as Depositor and Discover Card Execution Note Trust, dated as of July 26, 2007, incorporated by reference to Discover Card Master Trust I’s Current Report on Form 8-K filed on July 27, 2007.
5.1	Opinion of Mayer Brown LLP as to legality of the Notes.
5.2	Opinion of Mayer Brown LLP as to legality of the Series 2007-CC Collateral Certificate.
8.1	Opinion of Mayer Brown LLP as to certain federal tax matters concerning the notes.
10.1	Amended and Restated Master Services Agreement between Discover Financial Services, Discover Bank, DB Servicing Corporation, Discover Products Inc. and other affiliated entities party thereto, dated as of July 15, 2015, incorporated by reference to Discover Card Master Trust I’s Current Report on Form 8-K filed on August 25, 2015.
10.1(a)	Third Amended and Restated Services Addendum, between Discover Products Inc. and Discover Bank, dated as of January 1, 2015, incorporated by reference to Discover Card Execution Note Trust’s Current Report on Form 8-K filed on January 7, 2015.1
10.2	Collateral Account Control Agreement, between Discover Card Execution Note Trust, as Grantor, U.S. Bank National Association, as Secured Party, and U.S. Bank National Association, as Securities Intermediary, dated as of July 26, 2007, incorporated by reference to Discover Card Master Trust I’s Current Report on Form 8-K filed on July 27, 2007.

EXHIBITS

Exhibit No.	Description
10.3	Form of Asset Representations Review Agreement
23.1	Consent of Mayer Brown LLP (to be included in Exhibits 5.1, 5.2 and 8.1).
24.1	Powers of Attorney.*
24.2	Certified Copy of Resolutions Authorizing Power of Attorney.*
25.1	Statement of Eligibility of Indenture Trustee.
99.36	Form of Depositor Certification for Shelf Offerings of Asset-Backed Securities.

¹  Confidential treatment granted for portions of this Exhibit.

* Previously filed.

EX-1.1

Exhibit 1.1

DISCOVER CARD EXECUTION NOTE TRUST

(Issuer)

DISCOVER BANK

(Originator and Servicer)

DISCOVER FUNDING LLC

(Depositor)

[FORM OF]

Underwriting Agreement

(Standard Terms)

[            ] [    ], [    ]

[NAME OF UNDERWRITER]

as an Underwriter and as a Representative

of the Underwriters named in Schedule I to the Terms Agreement

Ladies and Gentlemen:

Discover Card Execution Note Trust, a statutory trust created under the laws of the State of Delaware (the “Issuer”), and Discover Funding LLC, a Delaware limited liability company (“Funding”), as depositor (in such capacity, the “Depositor”) of the Issuer, propose, subject to the terms and conditions stated herein, to cause to be issued and sold from time to time notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Amended and Restated Indenture, dated as of [            ] [    ], 2015, as supplemented by the Second Amended and Restated Indenture Supplement, dated as of [            ] [    ], 2015, and a Terms Document having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to an Amended and Restated Trust Agreement, dated as of [            ] [    ], 2015 (as modified or amended from time to time, the “Trust Agreement”), between Funding, as Beneficiary, and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”).

Discover Bank, a Delaware banking corporation (“Discover Bank”) has conveyed and will continue to convey receivables (the “Receivables”) generated from time to time in certain designated credit card accounts (the “Accounts”) owned by Discover Bank, collections thereon and certain related property to Funding pursuant to a Receivables Sale and Contribution Agreement, dated as of [            ] [    ], 2015 (the “RSCA”), between Discover Bank and Funding.

The Depositor has conveyed and will continue to convey Receivables to Discover Credit Card Master Trust I (the “Master Trust”) pursuant to a Third Amended and Restated Pooling and Servicing Agreement, dated as of [            ] [    ], 2015 (as modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Amended and Restated Series 2007-CC Supplement, dated as of [            ] [    ], 2015 (as modified or amended from time to time, the “Series Supplement”), among Discover Bank, as Master Servicer (in such capacity, the “Master Servicer”) and as Servicer (in such capacity, the “Servicer”), the Depositor, and U.S. Bank National Association, as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement and the Collateral Certificate Transfer Agreement, dated as of July 26, 2007 (the “Collateral Certificate Transfer Agreement”), between Discover Bank and the Issuer, Discover Bank has transferred to the Issuer an undivided interest in certain assets of the Master Trust as represented by a collateral certificate (the “Collateral Certificate”) and has caused the Master Trust to issue the Collateral Certificate to the Issuer. The Collateral Certificate is an investor certificate under the Pooling and Servicing Agreement.

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To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Indenture or the Pooling and Servicing Agreement, as applicable. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and shall not relate to any other series, classes or tranches of notes issued by the Issuer.

Each offering of each tranche of Notes to which this Agreement applies made pursuant to the Registration Statement (as defined herein) will be made through you or through you and other underwriters for whom you are acting as a representative or through an underwriting syndicate managed by you. Any action taken by you as a representative will be binding on all the Underwriters (as defined herein). Whenever Funding and the Issuer determine to make such an offering of Notes to which this Agreement shall apply, Discover Bank, Funding, the Issuer, and one or more Underwriters will enter into an agreement (the “Terms Agreement”) providing for the sale of the Notes to, and the purchase and offering thereof by, (i) you, (ii) you and such other underwriters who execute such Terms Agreement and agree thereby to become obligated to purchase the Notes from the Issuer subject to the satisfaction of the condition precedents contained herein, or (iii) you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (in each case, the “Underwriters”). The representatives of the Underwriters may be referred to herein individually as a “Representative” and collectively as the “Representatives”. Such Terms Agreement shall specify the initial principal amount of the Notes to be issued and their terms not otherwise specified in this Agreement, the price at which such Notes are to be purchased by the Underwriters from the Issuer, the aggregate amount of Notes to be purchased by you and any

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other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Notes are to be sold will be determined. Such Terms Agreement shall be substantially in the form attached hereto as Exhibit A. Each such offering of the Notes for which a Terms Agreement is entered into will be governed by this Agreement, as supplemented by such Terms Agreement, and this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon the Underwriters participating in the offering of such Notes. At or prior to the Time of Sale (as defined in the applicable Terms Agreement), Funding will have prepared the Time of Sale Information (as defined in the applicable Terms Agreement).

1. Each of Discover Bank (the representations and warranties as to Discover Bank being given by Discover Bank) and Funding (the representations and warranties as to Funding being given by Funding) represents and warrants to, and agrees with you, as of the date hereof (except to the extent any of the following representations and warranties are as of a specified date, in which case such representations and warranties shall be as of such date), and to each Underwriter named in the Terms Agreement as of the date thereof (except to the extent any of the following representations and warranties are as of a specified date, in which case such representations and warranties shall be as of such date), that:

(a) A registration statement on Form S-3 (Registration Statement Nos. 333-[            ], 333-[            ]-01 and 333-[            ]-02) including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the Notes and the Collateral Certificate and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), in the form heretofore delivered to you has been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement, as amended, has been declared effective by the Commission and is currently effective;

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such registration statement, as amended, and the preliminary prospectus and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any preliminary prospectus and prospectus filed with the Commission pursuant to, respectively, Rules 424(h) and 424(b) of the Act) are respectively referred to herein as the “Registration Statement,” the “Preliminary Prospectus,” and the “Prospectus”; the conditions of Rule 415 under the Act have been satisfied with respect to the Registration Statement; and no other amendment to the Registration Statement will be filed which shall be reasonably disapproved by you promptly after reasonable notice thereof.

(b) There is no request by the Commission for any further amendment of the Registration Statement or the Prospectus or for any additional information; the Commission has not issued any stop order suspending the effectiveness of the Registration Statement and Funding is not aware of any proceeding for that purpose having been instituted or threatened; and there has been no notification with respect to the suspension of the qualification for sale of the Notes for sale in any jurisdiction or any proceeding for such purpose having been instituted or threatened.

(c) As of the date of the Terms Agreement (and as of the date of the Registration Statement and the Prospectus), when the Registration Statement became effective, when the Prospectus is first filed pursuant to Rule 424(b) under the Act, when any other amendment to the Registration Statement becomes effective, when any supplement to the Prospectus is filed with the Commission, and at the Time of Delivery (as defined in Section 5), each of the Registration Statement and the Prospectus (i) conformed, and any amendments or supplements thereto will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to

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make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any Underwriter Information (as such term is defined in the applicable Terms Agreement). With respect to subclause (i) above, it is noted that the Registration Statement does not include the ratings of the Notes as required by Items 1103(a)(9) and 1120 of Regulation AB, 17 C.F.R. 229.1103(a)(9) and 17 C.F.R. 229.1120, in reliance on the no-action letter provided by the Commission to Ford Motor Credit Company LLC and Ford Credit Auto Receivables Two LLC (July 22, 2010), as extended indefinitely by the Commission (November 23, 2010).

(d) The Time of Sale Information, at the Time of Sale did not, and at the Time of Delivery will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither Discover Bank nor Funding makes any representation or warranty with respect to any Underwriter Information.

(e) Discover Bank has been duly organized and is validly existing as a banking corporation in good standing under the laws of the State of Delaware. Discover Bank has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the RSCA, the Pooling and Servicing Agreement, this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the RSCA, the Pooling and Servicing Agreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on

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Discover Bank and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on Discover Bank’s ability to consummate the transactions contemplated by the RSCA, the Pooling and Servicing Agreement, this Agreement and the applicable Terms Agreement.

(f) Funding has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware. Funding has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the RSCA, the Pooling and Servicing Agreement, this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the RSCA, the Pooling and Servicing Agreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on Funding and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on Funding’s ability to consummate the transactions contemplated by the RSCA, the Pooling and Servicing Agreement, this Agreement and the applicable Terms Agreement.

(g) It has duly executed and delivered (i) this Agreement and (ii) the Terms Agreement as of the date of such Terms Agreement.

(h) Upon payment therefor as provided herein and in the Terms Agreement, the Notes will have been duly and validly authorized and (assuming their due authentication by the Indenture Trustee) will have been duly and validly issued and will conform in all material respects to the description thereof in the Prospectus and will be enforceable in accordance with the terms of the Indenture.

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(i) The Collateral Certificate has been duly and validly authorized and has been duly and validly issued and conforms in all material respects to the description thereof in the Prospectus and is entitled to the benefits of the Pooling and Servicing Agreement.

(j) The issue and sale of the Notes and its compliance with all of the provisions of the Notes, the RSCA, the Pooling and Servicing Agreement, the Trust Agreement, this Agreement and the Terms Agreement, as applicable, have been or will have been duly authorized by it by all necessary corporate action; and will not conflict with or result in any breach which would constitute a material default under, or, except as contemplated by the RSCA, the Pooling and Servicing Agreement, the Trust Agreement, or the Indenture, result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Funding, Discover Bank or Discover Financial Services (“DFS”), material to Funding, Discover Bank and DFS (whether or not consolidated) considered as a whole, pursuant to the terms of, any material indenture, loan agreement or other agreement or instrument for borrowed money to which Funding, Discover Bank or DFS is a party or by which Funding, Discover Bank or DFS may be bound or to which any of the property or assets of Funding, Discover Bank or DFS, material to Funding, Discover Bank and DFS (whether or not consolidated) considered as a whole, is subject, nor will such action result in any material violation of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Funding or the Certificate of Incorporation or By-Laws of Discover Bank or, to the best of Funding’s and Discover Bank’s respective knowledge, any statute or any order, rule or regulation applicable to it of any court or any Federal, State or other regulatory authority or other governmental body having jurisdiction over it, and no consent, approval, authorization or other order of, or filing with, any court or any such regulatory authority or other governmental body is required for the issue and sale of the Notes except as may be required under the Act, the Securities Exchange Act of 1934, as

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amended (the “Exchange Act”), and securities laws of the various states and other jurisdictions which are applicable to the issue and sale of the Notes and except for the filing of any financing or continuation statement required to perfect or continue Funding’s or the Master Trust’s respective interest in the Receivables.

(k) The Receivables conveyed to the Master Trust under the Pooling and Servicing Agreement will have an aggregate outstanding balance determined as of the date stated in the Terms Agreement of not less than the amount set forth in such Terms Agreement.

(l) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the Master Trust is not required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(m) Other than the Prospectus, it (including its agents and representatives other than the Underwriters in their capacity as such) has not prepared, used or referred to and will not prepare, use or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Time of Sale Information (the Time of Sale Information and each communication by it or its agents and representatives that constitutes an “issuer free writing prospectus”, as defined in Rule 433(h) under the Act (other than a communication referred to in clause (ii) below), an “Issuer Free Writing Prospectus”), including the Issuer Free Writing Prospectus dated [            ] [    ], [        ], approved in advance by the Underwriters and filed with the Commission in accordance with Rule 433 under the Act on or about [            ] [    ], [        ] (the “Ratings Issuer Free Writing Prospectus”), that discloses the expected ratings to be assigned to the Notes by the nationally recognized statistical rating organizations hired by [Discover Bank], (ii) any communication or document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134

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under the Act or (iii) other written communication of it or its agents and representatives approved in writing in advance by the Underwriters. Each Issuer Free Writing Prospectus complied or, if used after the date hereof, will comply, in all material respects with the Act and the applicable rules and regulations promulgated thereunder and has been filed or will be filed in accordance with Rule 433 under the Act (to the extent required thereby).

(n) It acknowledges that in connection with the offering of the Notes: (i) the Underwriters have acted at arms’ length, are not agents of, and owe no fiduciary duties to it or any other person, (ii) the Underwriters owe it only those duties and obligations set forth in this Agreement, (iii) the Underwriters may have interests that differ from those of it, (iv) in connection therewith with respect to all aspects of the transaction contemplated herein, each Underwriter is acting as a principal and not the agent, financial advisor or fiduciary of the Issuer, Discover Bank, or Funding and Discover Bank and Funding hereby expressly disclaim any fiduciary relationship with respect thereto and (v) none of the Underwriters has assumed an advisory responsibility (including, but not limited to, with respect to any legal, tax, investment, insurance, accounting or regulatory matters) in favor of the Issuer, Funding, or Discover Bank with respect to the transaction contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer, Funding, or Discover Bank on other matters) or any other obligation to the Issuer, Funding, or Discover Bank except the obligations expressly set forth in this Agreement. Each of Discover Bank and Funding waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Notes.

(o) Based on information currently available to it, it is not engaged (whether as defendant or otherwise) in, nor does it have knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings the result of which might reasonably be expected to have a material adverse effect on the Collateral Certificate or the Noteholders.

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(p) Except for the Underwriters, it has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither it nor the Issuer is under any obligation to pay any broker’s fee or commission in connection with such sale.

(q) No Amortization Event or any event which after any applicable grace period will become an Amortization Event is subsisting in relation to the Collateral Certificate and no event has occurred which would constitute (after an issue of the Notes) an Amortization Event or any event which after any applicable grace period would become an Amortization Event.

(r) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by it of this Agreement, the Terms Agreement, the RSCA, and the Pooling and Servicing Agreement shall have been paid or will be paid by it at or before the Time of Delivery to the extent then due.

(s) As of the Time of Delivery, the representations and warranties of (i) Discover Bank in the RSCA and the Pooling and Servicing Agreement, and (ii) Funding in the RSCA and the Pooling and Servicing Agreement will be true and correct in all material respects (except to the extent any such representations and warranties relate to an earlier point in time, in which case such representations and warranties are true and correct as of such date).

(t) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Notes, represents the entire agreement among Discover Bank, Funding, the Issuer, and the Underwriters with respect to the preparation of the Prospectus, and the conduct of the offering, and the purchase and sale of the Notes.

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(u) It has complied and, at and as of the Time of Delivery for the Notes, shall have complied in all material respects with Rule 193 of the Act and Items 1111(a)(7) and 1111(a)(8) of Regulation AB under the Act in connection with the offering of the Notes.

(v) [Discover Bank] has provided a written representation to each of the nationally recognized statistical rating organizations hired by [Discover Bank], which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), as amended, (the “17g-5 Representation”). [Discover Bank] has complied, and will continue to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation that would not have a material adverse effect on the Notes.

(w) Neither it nor any of its affiliates has engaged any third-party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Master Trust in connection with the issuance and offering of the Notes.

2. The Issuer represents and warrants to, and agrees with you, as of the date hereof, and to each Underwriter named in the Terms Agreement as of the date thereof, that:

(a) The issue and sale of the Notes and the compliance by the Issuer with all of the provisions of the Notes, the Indenture, this Agreement and the Terms Agreement have been or will have been duly authorized by the Issuer by all necessary statutory trust action; and will not conflict with or result in any breach which would constitute a material default under, or, except as contemplated by the Indenture, result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer, material to the Issuer, pursuant to the terms of, any indenture, loan agreement or other agreement or instrument for borrowed money to which the Issuer is a party or by which the Issuer may be bound or to which any of the

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property or assets of the Issuer, material to Issuer, is subject, nor will such action result in any material violation of the provisions of the Trust Agreement or, to the best of the Issuer’s knowledge, any statute or any order, rule or regulation applicable to the Issuer of any court or any Federal, State or other regulatory authority or other governmental body having jurisdiction over the Issuer, and no consent, approval, authorization or other order of, or filing with, any court or any such regulatory authority or other governmental body is required for the issue and sale of the Notes except as may be required under the Act, the Exchange Act, and securities laws of the various states and other jurisdictions which are applicable to the issue and sale of the Notes and except for the filing of any financing or continuation statement required to perfect or continue the Indenture Trustee’s interest in the Receivables.

(b) (i) The Issuer is not required to be registered under the Investment Company Act and (ii) the Issuer is not now, and immediately following the issuance of the Notes and the application of the proceeds therefrom as described in the Prospectus will not be, a “covered fund” for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956 (hereinafter referred to as the “Volcker Rule”). In reaching the conclusion described in subpart (ii) above, although other statutory or regulatory exclusions or exemptions under the Investment Company Act of 1940, as amended, and under the Volcker Rule and its related regulations may be available, the Issuer has determined that it may rely on the exemption from registration under the Investment Company Act provided by Rule 3a-7 thereunder, and, accordingly the Issuer may rely on the exemption from the definition of a covered fund under the Volcker Rule made available to entities that do not rely solely on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act for their exemption from registration under the Investment Company Act.

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(c) Other than the Prospectus, the Issuer (including its agents and representatives other than the Underwriters in their capacity as such) has not prepared, used or referred to and will not prepare, use or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Time of Sale Information, (ii) any communication or document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act, or (iii) other written communication of the Issuer or its agents and representatives approved in writing in advance by the Underwriters. Each Issuer Free Writing Prospectus complied or, if used after the date hereof, will comply, in all material respects with the Act and the applicable rules and regulations promulgated thereunder and has been filed or will be filed in accordance with Rule 433 under the Act (to the extent required thereby).

(d) The Issuer is not, and on the date on which the first bona fide offer of the Notes was made (within the meaning of Rule 164(h)(2) under the Act) was not, an “ineligible issuer”, as defined in Rule 405 under the Act.

(e) The Issuer acknowledges that in connection with the offering of the Notes: (i) the Underwriters have acted at arms’ length, are not agents of, and owe no fiduciary duties to the Issuer or any other person, (ii) the Underwriters owe the Issuer only those duties and obligations set forth in this Agreement and (iii) the Underwriters may have interests that differ from those of the Issuer. The Issuer waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Notes.

(f) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Notes, represents the entire agreement between the Issuer, Funding, Discover Bank, and the Underwriters with respect to the preparation of the Prospectus, and the conduct of the offering, and the purchase and sale of the Notes.

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(g) As of the Time of Delivery, the representations and warranties of the Issuer in the Indenture will be true and correct in all material respects (except to the extent any such representations and warranties relate to an earlier point in time, in which case such representations and warranties are true and correct as of such date).

(h) The Issuer does not hold any “commodity interests” as such term is used in the definition of “commodity pool” under the Commodity Exchange Act.

3. Subject to the terms and conditions herein set forth, upon the execution by all parties thereto of any Terms Agreement, the Issuer agrees to issue and sell and Funding agrees to cause the Issuer to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Issuer, at the purchase price specified in the Terms Agreement, the principal amount of Notes set forth opposite such Underwriter’s name in the Terms Agreement.

4. (a) From time to time, after the Registration Statement becomes effective, the several Underwriters propose to offer the Notes for sale upon the terms and conditions set forth in the Prospectus.

(b) Each of the Underwriters severally and not jointly represents and agrees that it will not offer or sell or deliver any of the Notes in any jurisdiction except under circumstances that will result in compliance with the applicable laws thereof, and without limiting the foregoing, each of the Underwriters severally and not jointly represents and agrees that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning

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of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by it in connection with the issue or sale of any securities in circumstances in which Section 21(1) of the FSMA does not apply to the issuer; and (ii) it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom. Further, in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) each Underwriter, severally and not jointly, has represented and agreed that, with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of the Notes to the public in that Relevant Member State other than (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive, (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Issuer for any such offer, or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided, that no such offer of Notes shall require the Issuer, Funding, Discover Bank or an Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, (A) the expression “an offer of notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, (B) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU),

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and includes any relevant implementing measure in the Relevant Member State and (C) the Member States comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.

(c) Each of the Underwriters, severally and not jointly, represents that it will not, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Notes, transfer, deposit or otherwise convey any Notes into a trust or other type of special purpose vehicle that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Notes, in which the Notes comprise greater than five percent of the asset pool of such trust or special purpose vehicle, without the prior written consent of Discover Bank, Funding, and the Issuer.

(d) Each of the Underwriters, severally and not jointly, represents that on or prior to the Closing Date (as set forth in the Terms Agreement) it has not and it will not provide any Rating Information (as defined below) to a nationally recognized statistical rating organization hired by [Discover Bank] or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), unless a designated representative from [Discover Bank] participated in or participates in such communication; provided, however, that if an Underwriter received or receives an oral communication from a nationally recognized statistical rating organization hired by [Discover Bank], such Underwriter was and is authorized to inform such nationally recognized statistical rating organization hired by [Discover Bank] that it will respond to the oral communication with a designated representative from [Discover Bank] or refer such nationally recognized statistical rating organization hired by [Discover Bank] to

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[Discover Bank], who will respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information provided for the purpose of determining the initial credit rating for the Notes or undertaking credit rating surveillance on the Notes (as contemplated by paragraph (a)(3)(iii)(C) of Rule 17g-5).

(e) Each of the Underwriters severally and not jointly represents that it has not engaged any third-party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Master Trust in connection with the issuance or offering of the Notes.

5. Notes to be purchased by each Underwriter hereunder and under the Terms Agreement shall be delivered by or on behalf of the Issuer to you for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price thereof in immediately available funds. Unless otherwise specified in the Terms Agreement, such delivery shall occur at the office of Mayer Brown LLP, Chicago, Illinois or such other place as you, Funding, and Discover Bank may agree upon in writing. The time and date of such delivery shall be set forth in the Terms Agreement or at such other time and date as you, Funding, and Discover Bank may agree upon in writing, such time and date being herein called the “Time of Delivery.” Unless otherwise specified in the Terms Agreement, the Notes shall be represented by definitive notes, registered in the name of Cede & Co., as nominee for The Depository Trust Company. Such definitive notes will be made available for inspection at least twenty-four hours prior to the Time of Delivery at the office of the Indenture Trustee, U.S. Bank National Association, 190 S. LaSalle Street, Chicago, IL 60603.

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6. Discover Bank, Funding, and the Issuer agree with each of the Underwriters:

(a) Immediately following the execution of each Terms Agreement, Funding will prepare a Prospectus setting forth the amount of Notes covered thereby and the terms thereof, the price at which such Notes are to be purchased by the Underwriters from the Issuer, either the initial public offering price or the method by which the price at which such Notes are to be sold will be determined, the selling concessions and allowances, if any, and such other information as Funding deems appropriate in connection with the offering of such Notes, and neither Discover Bank nor Funding will make any further amendment or any supplement to the Registration Statement or Prospectus or prepare, use or refer to or file any Issuer Free Writing Prospectus, to the extent such amendment, supplement or Issuer Free Writing Prospectus occurs during the period for which any Underwriter has a requirement to deliver the Prospectus pursuant to Rule 174 under the Act, without first having furnished you with a copy of the proposed form thereof and given you a reasonable opportunity to review and will not use or refer to or file any such proposed amendment or supplement to the Registration Statement or Prospectus or Issuer Free Writing Prospectus to which you reasonably object; to advise you and your counsel promptly after it receives notice of the time when any post-effective amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus, any amended Prospectus or any Issuer Free Writing Prospectus has been filed and to furnish you and your counsel with copies thereof; to advise you and your counsel, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free

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Writing Prospectus or for additional information; and in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal.

(b) Promptly from time to time to take such action as you may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes, provided that in connection therewith none of Discover Bank, Funding, or the Issuer shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.

(c) To furnish the Underwriters with copies of the Prospectus and each Issuer Free Writing Prospectus in such quantities as you may from time to time reasonably request, and if at any time the delivery of a Prospectus is required by law in connection with the offering or sale of the Notes, and if at such time any event shall have occurred as a result of which the Prospectus or any Issuer Free Writing Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or any Issuer Free Writing Prospectus in order to comply with the Act, Funding will promptly notify you and prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and furnish without charge to each Underwriter and to any dealer in the Notes as many copies as you may from time to time reasonably request of such amended Prospectus or supplement to the

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Prospectus, or amended Issuer Free Writing Prospectus or supplement to such Issuer Free Writing Prospectus (as applicable), correcting such statement or omission or effecting such compliance, and in case any Underwriter is required to deliver a Prospectus in connection with sales of any Notes at any time nine months or more after the effective date of the Registration Statement, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as you may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act; provided, however, that any Underwriter’s consent to any amendment shall not constitute a waiver of any of the conditions of Section 7 of this Agreement.

(d) Funding will cause the Issuer to make generally available to holders of the Notes, in accordance with Rule 158 under the Act or otherwise, as soon as practicable, but in any event not later than forty-five days after the end of the fourth full fiscal quarter (ninety days in the case of the last fiscal quarter in any fiscal year) following the fiscal quarter ending after the effective date of the Registration Statement, an earning statement of the Issuer (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve consecutive months beginning after the effective date of such Registration Statement.

(e) To comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including, without limitation, timely filing with the Commission or retention where required and legending.

(f) Each Underwriter covenants with Discover Bank, Funding, and the Issuer not to distribute any communication other than Time of Sale Information and any announcement communication, launch communication, subsequent guidance, update communication or any similar communication in substantially the form agreed to by Discover Bank, Funding, and the Underwriters without the prior written consent of Discover Bank and Funding.

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(g) Discover Bank, Funding, and the Issuer agree with each of the Underwriters during the period beginning from the date of the Terms Agreement and continuing to and including the earlier of (i) the termination of trading restrictions on the Notes, of which termination you agree to give Discover Bank, Funding, and the Issuer prompt notice confirmed in writing and (ii) the Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of any securities of Discover Bank, Funding, or any other affiliate thereof or any other trust for which Discover Bank, Funding, or any other affiliate thereof is depositor, which represent participation interests in Discover Card receivables, without your prior written consent, which consent shall not be unreasonably withheld.

7. The obligations of the several Underwriters hereunder shall be subject, in their discretion, to the condition that all representations and warranties and other statements of Discover Bank, Funding, and the Issuer herein are, at and as of the Time of Delivery, true and correct, the condition that Discover Bank, Funding, and the Issuer shall have performed all of their obligations hereunder theretofore to be performed, and the following additional conditions:

(a) All actions required to be taken and all filings required to be made by Discover Bank, Funding, and the Issuer under the Act prior to the Time of Delivery for the Notes shall have been duly taken or made; and prior to the applicable Time of Delivery, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission in connection with the Registration Statement shall have been complied with to the Commission’s satisfaction.

(b) All corporate and statutory trust proceedings and related matters in connection with the organization of Discover Bank, Funding, and the Issuer, the validity of the

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RSCA, the Pooling and Servicing Agreement, the Indenture, the Trust Agreement, the Trust Certificate (as defined in the Trust Agreement) and the registration, authorization, issue, sale and delivery of the Notes shall have been satisfactory to counsel to the Underwriters, and such counsel shall have been furnished with such papers and information as they may reasonably have requested to enable them to pass upon the matters referred to in this subdivision (b).

(c) Counsel to Discover Bank and Funding (which for purposes of the opinions described in clauses (i)-(iv) and the opinions as to the due authorization, execution and delivery of the RSCA, the Pooling and Servicing Agreement and the Trust Agreement and the due authorization, execution, issuance and delivery of the Collateral Certificate in clause (v) may be in-house counsel to Discover Bank or Funding, as applicable) shall have furnished to you their written opinion, dated the Closing Date, in form and substance satisfactory to you in your reasonable judgment, to the effect that:

(i) (A) Discover Bank has been duly incorporated and is validly existing as a banking corporation in good standing under the laws of the State of Delaware, has, in all material respects, the corporate power to own its own assets and operate its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and now has, the corporate power to acquire, own and service the Receivables, and (B) Funding has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has, in all material respects, the limited liability company power to own its own assets and operate its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and now has, the corporate power to acquire and own the Receivables.

(ii) (A) Discover Bank has the corporate power to execute and deliver the RSCA, Pooling and Servicing Agreement, this Agreement and the applicable Terms Agreement,

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and to consummate the transactions set forth herein and therein, and (B) Funding has the limited liability company power to execute and deliver the RSCA, the Pooling and Servicing Agreement, this Agreement and the applicable Terms Agreement, and to consummate the transactions set forth herein and therein.

(iii) This Agreement and the Terms Agreement have been duly authorized, executed and delivered on the parts of each of Discover Bank and Funding.

(iv) The compliance by Discover Bank and Funding with all of the provisions of this Agreement, the Terms Agreement, the RSCA, the Pooling and Servicing Agreement, the Collateral Certificate Transfer Agreement and the Trust Agreement, and the increase in the Series Investor Interest of the Collateral Certificate by the face amount of the Notes, will not conflict with or result in any breach which would constitute a material default under, or, except to the extent contemplated in the RSCA, the Pooling and Servicing Agreement, the Collateral Certificate Transfer Agreement, the Trust Agreement, or the Indenture, result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Discover Bank, Funding, or DFS, material to Discover Bank, Funding, or DFS (whether or not consolidated), as applicable, considered as a whole, pursuant to the terms of, any material indenture, loan agreement or other agreement or instrument for borrowed money known to such counsel to which Discover Bank, Funding, or DFS is a party or by which Discover Bank, Funding, or DFS may be bound or to which any of the property or assets of Discover Bank, Funding, or DFS, material to Discover Bank, Funding, or DFS (whether or not consolidated), as applicable, considered as a whole, is subject, nor will such action result in any material violation of the provisions of the Certificate of Incorporation, as amended, or the By-Laws of Discover Bank or the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Funding, or to the best knowledge of such counsel, any statute or any order, rule or

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regulation applicable to Discover Bank or Funding of any court or any Federal regulatory authority or other governmental body having jurisdiction over Discover Bank or Funding other than the Act, the Exchange Act, the Trust Indenture Act and the Investment Company Act and the rules and regulations under each of such acts and other than the securities laws of the various states or other jurisdictions which are applicable to the issue and sale of the Notes and other state laws relating to the perfection of security interests; and, to the best knowledge of such counsel, no consent, approval, authorization or other order of, or filing with, any court or any Federal regulatory authority or other governmental body having jurisdiction over Discover Bank or Funding is required for the consummation by Discover Bank or Funding of the transactions contemplated by the RSCA, the Pooling and Servicing Agreement, the Collateral Certificate Transfer Agreement, the Trust Agreement, the Series Supplement, this Agreement and the Terms Agreement, and the increase in the Series Investor Interest of the Collateral Certificate except as may be required under the Act, the Exchange Act, the Trust Indenture Act and the Investment Company Act and securities laws of the various states or other jurisdictions in which the Notes will be offered and sold, and Delaware law generally, and except for the filing of any financing or continuation statement required to perfect or continue the Master Trust’s interest in the Receivables or the Issuer’s interest in the Collateral.

(v) The RSCA, the Pooling and Servicing Agreement, the Collateral Certificate Transfer Agreement and the Trust Agreement have been duly authorized, executed and delivered on the part of Discover Bank and Funding, as applicable, and as to Discover Bank and Funding are valid and binding instruments enforceable in accordance with their terms except as the foregoing may be limited by insolvency, bankruptcy, fraudulent conveyance or similar laws affecting creditors’ rights (or, as to Discover Bank and Funding, respectively, the rights of creditors of Delaware banking corporations and the rights of creditors of Delaware limited

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liability companies) generally or by general equity principles; the Pooling and Servicing Agreement and the Trust Agreement are not required to be qualified under the Trust Indenture Act; the Master Trust is not now, and immediately following the issuance of the Notes pursuant to the Indenture and the application of the proceeds therefrom as described in the Prospectus will not be, required to be registered under the Investment Company Act; and the Collateral Certificate has been duly authorized, executed, issued and delivered is validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement, except as the foregoing may be limited by insolvency, bankruptcy, fraudulent conveyance or similar laws affecting creditors’ rights (or, as to Discover Bank and Funding, respectively, the rights of creditors of Delaware banking corporations and the rights of creditors of Delaware limited liability companies) generally or by general equity principles.

(vi) The Registration Statement, as of its most recent effective date prior to the Time of Sale, and the Preliminary Prospectus and the Prospectus, as of their respective dates, complied as to form in all material respects with the requirements of the Act and the rules and regulations under the Act; it being understood, however, that such counsel need express no opinion as to the financial and statistical data included therein or excluded therefrom or the exhibits to the Registration Statement and that except as and to the extent specifically set forth in (A) the opinion of such counsel dated as of the Closing Date with respect to federal tax matters, and (B) the opinion of such counsel dated as of the Closing Date with respect to the discussion contained in the Prospectus of matters relating to the Employee Retirement Income Security Act of 1974, as amended, and with respect to descriptions contained in the Preliminary Prospectus and the Prospectus of this Agreement, the Transaction Documents (as defined in such opinion) and the Collateral Certificate, such counsel need not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Preliminary Prospectus, or the Prospectus.

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(vii) In rendering such opinion, counsel may rely to the extent they deem appropriate upon certificates of officers or other executives of Discover Bank, Funding, and their affiliates and of public officials as to factual matters and upon opinions of other counsel. Such counsel shall also state that nothing has come to their attention which has caused them to believe that the Registration Statement as of its effective date or the Time of Sale Information as of the date thereof and as of the Time of Sale or the Prospectus as of the date thereof and as of the applicable Time of Delivery (other than financial, statistical and accounting data therein, as to which such counsel need express no belief) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

(d) Counsel to the Issuer shall have furnished to you their written opinion, dated the Closing Date, in form and substance satisfactory to you in your reasonable judgment, to the effect that:

(i) The Issuer is validly existing as a statutory trust in good standing under the laws of the State of Delaware.

(ii) This Agreement and the Terms Agreement have been duly authorized, executed and delivered on the part of the Issuer.

(iii) The compliance by the Issuer with all of the provisions of this Agreement, the Terms Agreement, the Indenture and the Trust Agreement and the delivery of the Notes and the Trust Certificate (as defined in the Trust Agreement) will not conflict with or result in any breach which would constitute a material default under, or, except to the extent contemplated in the Pooling and Servicing Agreement or the Indenture, result in the creation or imposition of any

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lien, charge or encumbrance upon any of the property or assets of the Issuer, material to the Issuer considered as a whole, pursuant to the terms of, any indenture, loan agreement or other agreement or instrument for borrowed money known to such counsel to which the Issuer is a party or by which the Issuer may be bound or to which any of the property or assets of the Issuer, material to the Issuer considered as a whole, is subject, nor will such action result in any material violation of the provisions of the Trust Agreement, or to the best knowledge of such counsel, any statute or any order, rule or regulation applicable to the Issuer of any court or any Federal, State or other regulatory authority or other governmental body having jurisdiction over the Issuer other than the Act, the Exchange Act, the Trust Indenture Act and the Investment Company Act and the rules and regulations under each of such acts and other than the securities laws of the various states or other jurisdictions which are applicable to the issue and sale of the Notes and other state laws relating to the perfection of security interests; and, to the best knowledge of such counsel, no consent, approval, authorization or other order of, or filing with, any court or any such regulatory authority or other governmental body is required for the issue and sale of the Notes except as may be required under the Act, the Exchange Act, the Trust Indenture Act and the Investment Company Act and securities laws of the various states or other jurisdictions which are applicable to the issue and sale of the Notes and except for the filing of any financing or continuation statement required to perfect or continue the Issuer’s interest in the Collateral.

(iv) The Indenture has been duly authorized, executed and delivered on the part of the Issuer and as to the Issuer is a valid and binding instrument enforceable in accordance with its terms except as the foregoing may be limited by insolvency, bankruptcy, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights or by general equity principles; the Indenture is qualified under the Trust Indenture Act; (i) the Issuer is not now, and immediately following the issuance of the notes pursuant to the Indenture and the

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application of the proceeds therefrom as described in the Prospectus will not be, required to be registered under the Investment Company Act and (ii) Issuer is not now, and immediately following the issuance of the notes pursuant to the Indenture and the application of the proceeds therefrom as described in the Prospectus will not be, a “covered fund” for purposes of the Volcker Rule (and explaining the basis for that conclusion); and the Notes have been duly authorized and (assuming their due authentication by the Indenture Trustee) have been duly executed, issued and delivered and constitute valid and binding obligations of the Issuer in accordance with their terms, enforceable in accordance with the terms of the Indenture, except as the foregoing may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general equity principles.

(e) Counsel to Discover Bank and Funding shall have furnished you with an opinion in form and substance satisfactory to you and your counsel, to the effect that:

(i) Each of this Agreement, the Terms Agreement, the RSCA, the Pooling and Servicing Agreement, the Indenture, the Collateral Certificate and the Notes conform in all material respects to the descriptions thereof contained in the Registration Statement, as of its most recent effective date prior to the Time of Sale, the Preliminary Prospectus, and the Prospectus.

(ii) The statements in the Preliminary Prospectus and the Prospectus under the heading “U.S. Federal Income Tax Consequences,” to the extent that they constitute matters of law or legal conclusions with respect thereto relating to federal income tax matters, have been reviewed by such counsel and are correct in all material respects.

(iii) Although no transaction closely comparable to that contemplated in the Preliminary Prospectus or the Prospectus has been the subject of any Treasury Regulation, revenue ruling or judicial decision, (A) the Notes will be properly characterized as debt for U.S.

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federal income tax purposes and (B) each of the Issuer and the Master Trust will not be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes following the issuance of the Notes.

(iv) The statements in the Preliminary Prospectus and the Prospectus under the heading “ERISA Considerations,” to the extent they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects.

(f) Counsel to Discover Bank and Funding shall have furnished you with (i) an opinion in form and substance satisfactory to you and your counsel, with respect to certain matters relating to the transfer by Discover Bank of the Receivables to Funding and by Funding to the Master Trust, with respect to the applicability of certain provisions of the Federal Deposit Insurance Act, as amended by the Financial Institutions, Reform, Recovery and Enforcement Act of 1989, with respect to the effect of receivership of Discover Bank on such interest in the Receivables and with respect to other related matters in a form approved by you and your counsel and (ii) an opinion or opinions of Delaware counsel to Discover Bank and Funding, dated the Closing Date, in form and substance satisfactory to the Representatives and their counsel with respect to the perfection of Funding’s and the Master Trust’s interests in the Receivables and certain other matters.

(g) You shall have received evidence satisfactory to you that, on or before the Time of Delivery, UCC-1 financing statements have been filed (i) in the offices of the Secretary of State of Delaware, reflecting the interests of Funding and the Master Trust in the Receivables and (ii) in the offices of the Secretary of State of the State of Delaware, reflecting the interests of the Indenture Trustee in the Collateral and the proceeds thereof.

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(h) Delaware counsel to the Issuer and counsel to Discover Bank and Funding shall have furnished you with an opinion or opinions, dated the Closing Date, in form and substance satisfactory to you and your counsel, with respect to (i) the perfection and priority of the Issuer’s interest in the Collateral Certificate and (ii) the grant of the Collateral Certificate and the proceeds thereof to the Indenture Trustee for the benefit of the Noteholders and with respect to the perfection of the Indenture Trustee’s interest in the Collateral, including the Collateral Certificate, and the proceeds thereof.

(i) Delaware counsel to the Issuer shall have furnished you with an opinion, dated the Closing Date, in form and substance satisfactory to you and your counsel, to the effect that:

(i) The Issuer has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del.C. § 3801, et seq. (referred to in this subsection as the “Act”).

(ii) The Trust Agreement is a legal, valid and binding obligation of the Owner Trustee and the Beneficiary, enforceable against the Owner Trustee and the Beneficiary, in accordance with its terms.

(iii) The Trust Agreement and the Act authorize the Issuer to execute and deliver the Indenture and the other transaction documents referred to in such opinion (collectively referred to in this subsection as the “Trust Documents”), to issue the Notes and the trust certificate (referred to in this subsection as the “Trust Certificate”) and to grant the Collateral to the Indenture Trustee as security for the Notes.

(iv) The Issuer has the power and authority, pursuant to the Trust Agreement and the Act, to execute, deliver and perform its obligations under the Trust Documents, the Notes and the Trust Certificate and the execution and delivery of such agreements and obligations have been duly authorized.

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(v) The Trust Certificate has been validly issued and is entitled to the benefits of the Trust Agreement.

(vi) Neither the execution, delivery and performance by the Issuer of the Trust Documents, the Notes or the Trust Certificate, nor the consummation by the Issuer of any of the transactions by the Issuer contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the certificate of trust with the Delaware Secretary of State (which certificate of trust has been duly filed) and the filing of any financing statements with the Delaware Secretary of State in connection with the Trust Documents.

(vii) Neither the execution, delivery and performance by the Issuer of the Trust Documents, nor the consummation by the Issuer of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Issuer.

(viii) Under § 3805(b) of the Act, no creditor of the holder of the Trust Certificate shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Issuer except in accordance with the terms of the Trust Agreement.

(ix) Under § 3808(a) and (b) of the Act, the Issuer may not be terminated or revoked by the Beneficiary, and the dissolution, termination or bankruptcy of any holder of the Owner Certificate (as defined in the Trust Agreement) shall not result in the termination or dissolution of the Issuer, except to the extent otherwise provided in the Trust Agreement.

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(x) The Owner Trustee is not required to hold legal title to the Trust Estate in order for the Issuer to qualify as a statutory trust under the Act.

(xi) The Beneficiary is the sole beneficial owner of the Issuer.

(j) At the Time of Delivery, you shall have received a letter or letters, dated the respective date of delivery thereof, from certified public accountants (who shall be satisfactory to you), in form and substance satisfactory to you.

(k) (i) Discover Bank, Funding, and their affiliates (whether or not consolidated) considered as a whole, shall not have sustained, since the date of the latest audited financial statement previously delivered to you, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree and (ii) since the date of the Terms Agreement there shall not have been any material change in the capital stock accounts or long-term debt of Discover Bank or Funding or any material adverse change in the general affairs, financial position, shareholders’ equity or results of operations of Discover Bank, Funding, and their affiliates (whether or not consolidated) considered as a whole, the effect of which in any such case described in clause (i) or (ii), in your judgment renders it inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Prospectus as amended or supplemented.

(l) Subsequent to the date of the Terms Agreement none of (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ National Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, or any successor entity of any such exchange, (ii) any moratorium on commercial banking activities shall have been declared by either Federal or New York State authorities, (iii) a

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material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) the United States shall have become engaged in the outbreak or escalation of hostilities involving the United States or there has been a declaration by the United States of a national emergency or a declaration of war or (v) there shall have occurred any change in financial markets or any other calamity or crisis that, in your judgment, is material and adverse, any of which events, singly or together with any other event specified in this subsection (l) makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Notes on the terms and in the manner contemplated in the Prospectus.

(m) The Ratings Issuer Free Writing Prospectus shall have been filed with the Commission, and the Representatives shall have received evidence of ratings letters that are reasonably satisfactory to the Underwriters.

(n) Discover Bank, Funding, and the Issuer shall have furnished or caused to be furnished to you at the Time of Delivery certificates satisfactory to you as to the accuracy at and as of such Time of Delivery of the representations and warranties of Discover Bank, Funding, and the Issuer herein and as to the performance by Discover Bank, Funding, and the Issuer of all their respective obligations hereunder to be performed at or prior to the Time of Delivery and Discover Bank, Funding, and the Issuer shall have also furnished you similar certificates satisfactory to you as to the matters set forth in subdivision (a) of this Section 7.

(o) You shall have received confirmation of receipt by [Discover Bank] of ratings letters from each nationally recognized statistical rating organization hired by [Discover Bank].

If any of the conditions specified in this Section 7 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions or certificates mentioned above or elsewhere in this Agreement shall not be in all material respects

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reasonably satisfactory in form and substance to you and your counsel, this Agreement and the Terms Agreement and all the Underwriters’ obligations hereunder and thereunder may be canceled at, or at any time before, the Time of Delivery by you. Notice of such cancellation shall be given to the Issuer, Funding, and Discover Bank in writing or by telephone or telecopy confirmed in writing prior to the Time of Delivery.

8. (a) Except as expressly set forth in this Agreement, Discover Bank, Funding, and the Issuer will pay all expenses incidental to the performance of their obligations under this Agreement and will reimburse each Underwriter for any expenses reasonably incurred by it in connection with qualification of the Notes and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may reasonably designate (including reasonable fees and disbursements of their counsel) and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Notes, for the cost incurred with the preparation and filing of the Registration Statement, the Time of Sale Information, the Prospectus and any Issuer Free Writing Prospectus. Except as specifically provided in this Section and in Section 9 of this Agreement, each Underwriter will pay all of its own costs and expenses (including the fees and disbursements of counsel), transfer taxes on resales of Notes by it and any advertising expenses connected with any offers it may make.

(b) If the sale of the Notes provided for herein is not consummated because of (i) any condition to the obligations of the Underwriters set forth in Section 7 of this Agreement is not satisfied, (ii) any refusal, inability or failure on the part of Discover Bank, Funding, or the Issuer to perform any agreement herein or to comply with any provision hereof or (iii) any breach of a representation or warranty herein on the part of Discover Bank, Funding, or the Issuer, Discover Bank or Funding will reimburse the Underwriters upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been

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incurred by the Underwriters in connection with the proposed purchase, sale and offering of the Notes, provided, however, that with respect to clauses (ii) and (iii) above, if such refusal, inability or failure or such breach of such representation or warranty occurs solely by reason of a default by an Underwriter, then neither Discover Bank nor Funding shall reimburse such defaulting Underwriter for any of its out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by such defaulting Underwriter in connection with the proposed purchase, sale and offering of the Notes.

(c) The provisions of this Section 8 shall survive termination of this Agreement and the Terms Agreement.

9. (a) Discover Bank and Funding, jointly and severally, will indemnify and hold harmless each Underwriter, and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such Underwriter or controlling person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such other person may become subject, under the Act, the Exchange Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, any Issuer Free Writing Prospectus, the Prospectus or the Time of Sale Information, or any amendment or supplement thereto furnished by Discover Bank, Funding, or the Issuer, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim; provided, however, that neither Discover Bank nor Funding

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shall be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with any Underwriter Information; and provided, further, that Discover Bank and Funding shall not be liable to any Underwriter or any person controlling such Underwriter under the indemnity agreement in this subdivision (a) with respect to the Preliminary Prospectus, or any Issuer Free Writing Prospectus, as the case may be, to the extent that any such loss, claim, damage or liability of such Underwriter or controlling person results solely from the fact that such Underwriter sold Notes to a person to whom there was not sent or given, at or prior to the Time of Sale, the Time of Sale Information (including, for the avoidance of doubt, any Time of Sale Information that corrected or superseded any information previously provided to the Underwriters) if Discover Bank or Funding had previously furnished copies thereof to such Underwriter prior to the Time of Sale.

(b) Each Underwriter, severally and not jointly, will indemnify and hold harmless Discover Bank and Funding against any losses, claims, damages or liabilities to which Discover Bank or Funding may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or (in the case of the Registration Statement, Issuer Free Writing Prospectus or the Prospectus, or any amendment or supplement thereto) necessary to make the statements therein not misleading or

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necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Registration Statement, or the Prospectus, or any such amendment or supplement in reliance upon and in conformity with any Underwriter Information; and will reimburse Discover Bank and Funding for any legal or other expenses reasonably incurred by Discover Bank and Funding in connection with investigating or defending any such action or claim.

(c) Within a reasonable period after receipt by an indemnified party under subdivision (a) or (b) above of notice of the commencement of any action with respect to which indemnification is sought under such subdivision or contribution may be sought under subdivision (d) below, such indemnified party shall notify the indemnifying party in writing of the commencement thereof, but no failure to or delay in providing such notice shall relieve the indemnifying party of any liability under such subdivisions except to the extent that such indemnifying party is materially prejudiced thereby. In case any such action shall be brought against any indemnified party, the indemnifying party shall be entitled to participate therein, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. If the named parties in any action (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to

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it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties at the expense of the indemnifying party, such counsel selection to be subject to the approval of the indemnifying party (such approval not to be unreasonably withheld); provided, however, that the indemnifying party shall not be responsible for the expenses of more than one separate counsel for all indemnified parties (including one local counsel, if necessary, in the applicable jurisdiction). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is an actual or potential party and indemnity has been sought hereunder by such indemnified party or such party would be entitled to indemnity hereunder, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any Underwriter or controlling person. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify any indemnified party from and against any loss or liability by reason of such settlement or judgment.

(d) If the indemnification provided for in this Section 9 is unavailable to an indemnified party under subdivision (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) (i) in such proportion as is

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appropriate to reflect the relative benefits received by Discover Bank and Funding on the one hand and the Underwriters on the other from the offering of the Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of Discover Bank and Funding on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by Discover Bank and Funding on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Issuer or Funding bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Discover Bank and Funding on the one hand and the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission of Discover Bank and Funding on the one hand and the Underwriters, directly or through you, on the other hand. With respect to any Underwriter, such relative fault shall also be determined by reference to the extent (if any) to which such losses, claims, damages or liabilities (or actions in respect thereof) result from the fact that such Underwriter sold the Notes to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, copies of the Time of Sale Information if Discover Bank or Funding had previously furnished copies thereof to such Underwriter. Discover Bank, Funding, and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subdivision (d) were determined

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by per capita allocation among the indemnifying parties (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subdivision (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subdivision (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subdivision (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by it in connection with such Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, provided, however, that if the total underwriting discounts and commissions do not exceed the amount of any damages which such Underwriter has otherwise been required to pay, such Underwriter shall not be required to make any contribution. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters in this subdivision (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of Discover Bank and Funding under this Section 9 shall be in addition to any liability which Discover Bank or Funding may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may

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otherwise have and shall extend, upon the same terms and conditions, to each officer and director of Discover Bank and Funding and to each person, if any, who controls Discover Bank and Funding within the meaning of Section 15 of the Act.

(f) The provisions of this Section 9 shall survive termination of this Agreement and the Terms Agreement.

10. Each Underwriter hereby agrees that it shall not institute against, or join any other person or entity in instituting against the Issuer or the Master Trust any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under United States federal or state laws, or other bankruptcy or similar laws, in connection with any obligations owing to it until at least one year and one day from the date of the Time of Sale or, if longer, the applicable preference period then in effect. Each Underwriter hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and that such Underwriter will not have any recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby. Notwithstanding any other provisions hereof, recourse in respect of any obligations of the Issuer to each Underwriter will be limited to such funds that are available to the Issuer under the Indenture and upon the exhaustion thereof all obligations of, and claims against, the Issuer arising from this Agreement or any transactions contemplated hereby or thereby shall be extinguished and shall not thereafter revive.

11. (a) If any Underwriter shall default in its obligation to purchase the Notes which it has agreed to purchase hereunder and under the Terms Agreement, you may in your discretion arrange for yourselves or another party or other parties to purchase such Notes on the terms

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contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Notes, then Discover Bank Funding, and the Issuer shall be entitled to a further period of thirty-six hours within which to procure another party or other parties to purchase such Notes on such terms. In the event that, within the respective prescribed periods, you notify Discover Bank, Funding, and the Issuer that you have so arranged for the purchase of such Notes, or either Discover Bank, Funding, or the Issuer notifies you that it has so arranged for the purchase of such Notes, you, Discover Bank, Funding, or the Issuer shall have the right to postpone the Time of Delivery for such Notes for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and Discover Bank, Funding, and the Issuer agree to file promptly any amendments or supplements to the Registration Statement or the Prospectus which may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes.

(b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by you, Discover Bank, Funding, and the Issuer as provided in subdivision (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then Discover Bank, Funding, and the Issuer shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes which such Underwriter agreed to purchase hereunder and under the Terms Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Notes which such Underwriter agreed to purchase hereunder and under the Terms Agreement) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

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(c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by you, Discover Bank, Funding, and the Issuer as provided in subdivision (a) above, the aggregate principal amount of Notes which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, as referred to in subdivision (b) above, or if none of Discover Bank, Funding, and the Issuer exercises the right described in subdivision (b) above to require non-defaulting Underwriters to purchase Notes of a defaulting Underwriter or Underwriters, then the agreement constituted by this Agreement and the Terms Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, Discover Bank, Funding, or the Issuer, except for the expenses to be borne by Discover Bank, Funding, and the Issuer as provided in Section 8 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

12. The respective indemnities, agreements, representations, warranties and other statements of Discover Bank, Funding, the Issuer and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, Discover Bank or any officer or director or controlling person of Discover Bank, Funding or any officer or director or controlling person of Funding, or the Issuer or any officer or director or controlling person of the Issuer, and shall survive delivery of and payment for the Notes. Anything herein to the contrary notwithstanding, the indemnity agreement of Discover Bank, Funding, and the Issuer in subdivisions (a) and (e) of Section 9 hereof, the representations and

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warranties in subdivisions (b) and (c) of Section 1 hereof and any representation or warranty as to the accuracy of the Registration Statement or the Prospectus as amended or supplemented contained in any certificate furnished by Discover Bank, Funding, or the Issuer pursuant to subdivision (i) of Section 7 hereof, insofar as they may constitute a basis for indemnification for liabilities (other than payment by Discover Bank, Funding, or the Issuer of expenses incurred or paid in the successful defense of any action, suit or proceeding) arising under the Act, shall not extend to the extent of any interest therein of an Underwriter or a controlling person of an Underwriter if a director, officer or controlling person of Discover Bank, Funding, or the Issuer when the Registration Statement becomes effective or a person who, with his consent, is named in the Registration Statement as being about to become a director of Discover Bank, Funding, or the Issuer, is a controlling person of such Underwriter, except in each case to the extent that an interest of such character shall have been determined by a court of appropriate jurisdiction as not against public policy as expressed in the Act. Unless in the opinion of counsel for Discover Bank, Funding, and the Issuer the matter has been settled by controlling precedent, Discover Bank, Funding, and the Issuer will, if a claim for such indemnification is asserted, submit to a court of appropriate jurisdiction the question whether such interest is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

13. If this Agreement or the Terms Agreement shall be terminated pursuant to Section 7 or 11 hereof, none of Discover Bank, Funding, and the Issuer shall be under any liability to any Underwriter hereunder or thereunder except as provided in Section 8 and Section 9 hereof; but, if for any other reason the Notes are not delivered by or on behalf of Discover Bank, Funding, and the Issuer as provided herein, Discover Bank, Funding, and the Issuer will reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making

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preparations for the purchase, sale and delivery of the Notes, but none of Discover Bank, Funding, and the Issuer shall then be under any further liability to any Underwriter with respect to the Notes except as provided in Section 8 and Section 9 hereof.

14. In all dealings hereunder, you shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you, or by the Representatives on behalf of you. All statements, requests, notices and agreements hereunder shall be in writing or by telegram if promptly confirmed in writing and if to the Underwriters shall be sufficient in all respects, if delivered or sent by registered mail to you jointly to the addresses for the Representatives set forth on the first page hereof, if to Discover Bank shall be sufficient in all respects if delivered or sent by registered mail to Discover Bank at 12 Read’s Way, New Castle, Delaware 19720, Attention: President, if to Funding shall be sufficient in all respects if delivered or sent by registered mail to [c/o Discover Bank, 12 Read’s Way, New Castle, Delaware 19720] and if to the Issuer shall be sufficient in all respects if delivered or sent by registered mail to the Issuer at c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, DE 19890, Attention: Corporate Trust Administration.

15. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, Discover Bank, Funding, the Issuer and, to the extent provided in Section 9 and Section 12 hereof, their respective controlling persons and the officers, directors and employees of such persons and controlling persons, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Notes from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

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16. Time shall be of the essence of this Agreement.

17. This Agreement shall be construed in accordance with the laws of the State of New York. “Business day” as used herein shall mean any day when the Commission’s office in Washington, D.C. is normally open for business.

18. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.

19. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

20. Each party hereto (i) waives any right it may have to a jury trial and (ii) consents and submits to the non-exclusive jurisdiction of state or federal courts located in the State of New York, with respect to any legal proceeding in any way related to, or arising out of, this Agreement, the Terms Agreement or the matters contemplated hereby or thereby.

21. Notwithstanding any prior termination of this Agreement, each of the Underwriters and each of Discover Bank and Funding agrees that it shall not at any time acquiesce, petition or otherwise invoke or cause Funding to invoke the process of the United States of America, any State or other political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government for the purpose of commencing or sustaining a case by or against Funding under a federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of Funding all or any part of Funding’s property or assets, or ordering the winding up or liquidation of the affairs of Funding.

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If the foregoing is in accordance with your understanding, please sign and return five counterparts hereof and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters, Discover Bank, Funding, and the Issuer.

Very truly yours,
DISCOVER CARD EXECUTION NOTE TRUST, as Issuer
By:	Discover Funding LLC, not in its individual capacity but solely as Depositor on behalf of the Issuer
By:
DISCOVER BANK
By:
DISCOVER FUNDING LLC
By:

[Signature Page to Underwriting Agreement]

Accepted as of the date hereof:

[UNDERWRITER]

as an Underwriter and as a Representative of the Underwriters named in Schedule I to the Terms Agreement

By:

[Signature Page to Underwriting Agreement]

Exhibit A

DISCOVER CARD EXECUTION NOTE TRUST

DISCOVERSERIES

Class [            ]([        ])

ASSET BACKED NOTES

TERMS AGREEMENT

Dated: [            ] [    ], [        ]

To: DISCOVER CARD EXECUTION NOTE TRUST

DISCOVER BANK

DISCOVER FUNDING LLC

Re: Underwriting Agreement dated [            ] [    ], [        ] (the “Agreement”)

Series Designation:

DiscoverSeries.

Registration Statement:

Nos. [                    ], [                    ] and [                    ].

Title of Securities:

Discover Card Execution Note Trust, DiscoverSeries Class [            ]([        ]) Notes (the “Notes”).

Initial Principal Amount of Notes:

$[        ].

[Aggregate outstanding balance of Receivables in the Discover Card Master Trust I as of [            ] [    ], [        ]: $[        ].]

Expected Date of Terms Document: [            ] [    ], [        ].

Interest Rate or Formula: [                    ].

Time of Sale:

[    ]:[    ] [a.m][p.m.] New York City time on [            ] [    ], [        ].

Time of Sale Information:

(1) [The Preliminary Prospectus dated [            ] [    ], [        ] for the DiscoverSeries Class [            ]([        ]) Notes (the “Preliminary Prospectus”), attached as Annex 1 hereto, filed pursuant to Rule 424(h) of the Securities Act of 1933, including the reports and documents

incorporated by reference into the Preliminary Prospectus [and] (2) the Ratings Issuer Free Writing Prospectus dated [            ] [    ], [        ], attached as Annex 2 hereto, filed in accordance with Rule 433 of the Securities Act of 1933, which discloses the expected ratings to be assigned to the Notes by the nationally recognized statistical rating organizations hired by [Discover Bank] [and (3) the Pricing Term Sheet].]

If, subsequent to the Time of Sale, it is determined that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Underwriters have terminated their old purchase contracts and entered into new purchase contracts with purchasers of the Notes, then “Time of Sale Information” will also include any information that corrects such material misstatements or omissions, together with any other information, to the extent it is made available to purchasers at the time of entry into the last such new purchase contract such that “Time of Sale Information” no longer includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (“Corrective Information”).

Underwriter Information:

“Underwriter Information” shall mean the written information furnished to Discover Bank, Discover Funding LLC, and Discover Card Execution Note Trust by the Underwriters for use in the Prospectus and confirmed in the “blood letter” from the Underwriters to Discover Bank, Discover Funding LLC, and Discover Card Execution Note Trust dated the Closing Date.

[Pricing Term Sheet:

A copy of the Pricing Term Sheet, dated as of [            ] [    ], [        ], relating to the Discover Card Execution Note Trust, the DiscoverSeries Class [            ]([        ]) Notes (the “Pricing Term Sheet”), a document prepared by Discover Funding LLC and Discover Card Execution Note Trust and filed as an issuer free writing prospectus that contains final transaction terms for Discover Card Execution Note Trust, DiscoverSeries Class [            ]([        ]) Notes, is attached as Annex 3 hereto. The Underwriters shall have delivered the information set forth on the Pricing Term Sheet to potential investors in the Notes prior to entering into a purchase contract with the investor for the purchase of such Notes.]

Terms of Sale:

The purchase price for the Notes to the Underwriters will be

[    ]% of the aggregate principal amount of the Notes.

- 2 -

The Underwriters will offer the Notes to the public at a price equal to

[    ]% of the aggregate principal amount of the Notes.

Closing Date: [            ] [    ], [        ], or such other date as may be agreed upon in writing.

Time of Delivery: [    ]:[    ] [a.m.][p.m.], Chicago, Illinois Time, on the Closing Date, or at such other time as may be agreed upon in writing.

- 3 -

Notwithstanding anything in the Agreement or in this Terms Agreement to the contrary, the Agreement and this Terms Agreement constitute the entire agreement and understanding among the parties hereto with respect to the purchase and sale of the Notes. This Terms Agreement may be amended only by written agreement of the parties hereto.

Very truly yours,

[UNDERWRITER]

as an Underwriter and as a Representative of the Underwriters named in Schedule I hereto

By:

ACCEPTED:
DISCOVER CARD EXECUTION NOTE TRUST, as Issuer
By:	Discover Funding LLC, not in its individual capacity but solely as Depositor on behalf of the Issuer
By:
DISCOVER BANK
By:
DISCOVER FUNDING LLC
By:

[Signature Page to Exhibit A to Underwriting Agreement]

SCHEDULE I

UNDERWRITERS

$[        ] Discover Card Execution Note Trust, DiscoverSeries Class [            ]([        ]) Notes

	PRINCIPAL AMOUNT
[                    ]	$	[	]]
[                    ]	$	[	]]
[                    ]	$	[	]]
[                    ]	$	[	]]
[                    ]	$	[	]]
[                    ]	$	[	]]

ANNEX 1

[PRELIMINARY PROSPECTUS]

ANNEX 2

[RATINGS ISSUER FREE WRITING PROSPECTUS]

[ANNEX 3]

[PRICING TERM SHEET]

EX-4.1

Exhibit 4.1

[FORM OF] RECEIVABLES SALE AND CONTRIBUTION AGREEMENT

between

DISCOVER BANK

and

DISCOVER FUNDING LLC

Dated as of [            ], 20[    ]

TABLE OF CONTENTS

		Page
ARTICLE 1.	DEFINITIONS		1
Section 1.1	Definitions		1
Section 1.2	Rules of Construction		7
ARTICLE 2.	CONVEYANCE OF RECEIVABLES		8
Section 2.1	Contribution and Sale		8
Section 2.2	Addition of Accounts		9
Section 2.3	Removal and Deletion of Accounts		9
Section 2.4	Additional Originators		10
ARTICLE 3.	CONSIDERATION AND PAYMENT		10
Section 3.1	Purchase Price		10
Section 3.2	Adjustments to Purchase Price		11
ARTICLE 4.	REPRESENTATIONS AND WARRANTIES		12
Section 4.1	Representations and Warranties of Discover Bank Relating to Discover Bank		12
Section 4.2	Representations and Warranties of Discover Bank Relating to the Agreement and the Receivables		13
Section 4.3	Representations and Warranties of Discover Funding		14
ARTICLE 5.	COVENANTS		15
Section 5.1	Covenants of Discover Bank		15
ARTICLE 6.	REPURCHASE OBLIGATION AND ADDITIONAL AGREEMENTS		17
Section 6.1	Reassignment of Ineligible Receivables		17
Section 6.2	Reassignment of Other Receivables		17
Section 6.3	Repurchase Dispute Resolution		18
Section 6.4	Asset Representations Review		18
ARTICLE 7.	CONDITIONS PRECEDENT		18
Section 7.1	Conditions to Discover Funding’s Obligation on the Closing Date		18
Section 7.2	Conditions to Discover Bank’s Obligation on the Closing Date		19
ARTICLE 8.	TERM		19
Section 8.1	Term		19
ARTICLE 9.	MISCELLANEOUS PROVISIONS		19
Section 9.1	Amendment		19
Section 9.2	Governing Law		20
Section 9.3	Notices		20

-i-

TABLE OF CONTENTS

(continued)

		Page
Section 9.4	Severability		20
Section 9.5	Assignment		20
Section 9.6	Merger of Discover Bank		21
Section 9.7	Acknowledgement of Discover Bank		21
Section 9.8	Further Assurances		21
Section 9.9	No Waiver; Cumulative Remedies		22
Section 9.10	Counterparts		22
Section 9.11	Binding Effect; Third-Party Beneficiaries		22
Section 9.12	Merger and Integration		22
Section 9.13	Headings		22
Section 9.14	Schedules and Exhibits		22
Section 9.15	Survival of Representations and Warranties		22
Section 9.16	Nonpetition Covenant		22
Section 9.17	Bankruptcy Against Any Additional Originator		22

-ii-

This Receivables Sale and Contribution Agreement (this “Agreement”) is made as of [            ], 20[    ], between Discover Bank, a Delaware banking corporation (“Discover Bank”), and Discover Funding LLC, a Delaware limited liability company (“Discover Funding”).

BACKGROUND

Each capitalized term is defined in Article I of this Agreement.

Discover Bank originates receivables in credit card accounts. Under this Agreement, Discover Bank is selling to Discover Funding all receivables arising in a subset of those accounts. Discover Funding intends to securitize these receivables by transferring them to the DCMT Trustee under the Pooling and Servicing Agreement.

AGREEMENT

In consideration of the mutual promises in this Agreement and for other valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree to the following:

ARTICLE 1.

DEFINITIONS

Section 1.1 Definitions. Each capitalized term used herein or in any certificate, Supplemental Conveyance or other document made or delivered pursuant hereto, and not defined herein or therein, shall have the meaning (if any) specified in the Pooling and Servicing Agreement (including any supplement thereto) and, if not otherwise defined therein, shall have the meaning specified in the Indenture (including any supplement thereto). In addition, the following definitions apply in this Agreement:

“Account” means each Initial Account, each Additional Account, and each Surviving Account. This term does not include any Account from and after the date on which all of its Receivables have been reassigned to Discover Bank under Section 6.01 or Section 6.02, including, for the avoidance of doubt, any Charged-Off Removed Account. The definition of an Account shall include a surviving credit account (a “Surviving Account”) in the event that (i) an Account or another credit account is combined with an Account pursuant to the Credit Guidelines for such Account (an “Account Combination”) and (ii) the Surviving Account of such Account Combination was an Account prior to such combination. The term “Account” shall be deemed to refer to an Additional Account only from and after the Addition Date with respect thereto.

“Account Schedule” means a complete schedule of all Accounts that is attached to this Agreement and marked as Schedule 1. The Account Schedule may take the form of a computer file, a microfiche list, or another tangible medium that is commercially reasonable. The Account Schedule must identify each Account by account number and by the balance of the Receivables existing in that Account on the Closing Date (for each Initial Account) or the related Additional Account Cut-Off Date (for each Additional Account).

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“Addition Date” has the meaning, for an Additional Account, set forth in the related Supplemental Conveyance.

“Additional Account” means (i) a Discover Card account established pursuant to a Credit Agreement between Discover Bank and any Person, (ii) a Discover Card account established pursuant to a Credit Agreement between an Additional Originator and any Person or (iii) a credit account (which is not a Discover Card account) established pursuant to a Credit Agreement between Discover Bank or an Additional Originator and any Person, in each case that is designated as an Account under Section 2.2 and the related Supplemental Conveyance and that is identified on the Account Schedule from and after the related Addition Date.

“Additional Account Cut-Off Date” has the meaning, for an Additional Account, set forth in the related Supplemental Conveyance.

“Additional Originator” shall mean an affiliate of Discover Bank that is included in the same “affiliated group” as Discover Bank for United States federal tax purposes and that transfers Receivables in Additional Accounts pursuant to Section 2.4 of this Agreement.

“Adequate Capital Test” shall be satisfied as of any date of determination if the Purchaser Tangible Equity is at least equal to the Required Purchaser Tangible Equity as of such date of determination.

“Agreement” has the meaning set forth in the first paragraph of this document.

“Applicable State” shall mean, with respect to any Receivable, Interchange or any Originator, the state in which the applicable Originator is located. Location of an entity with respect to the foregoing shall be determined in accordance with Section 9-307 of the UCC (or a comparable or successor provision thereto, however numbered) as in effect in the State of New York.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in (v) New York, New York, (w) the County of New Castle, Delaware, (x) the city in which the Corporate Trust Office is located, (y) the city in which the principal executive offices of any Additional Originator is located or (z) the city in which the principal banking or executive offices of any Credit Enhancement Provider is located are authorized or obligated by law or executive order to be closed.

“Charged-Off Account” shall mean each Account with respect to which the Servicer has charged-off the Receivables in such Account as uncollectible.

“Charged-Off Removed Account” means a credit card account that was removed as an account under the Prior PSA and with respect to which the Servicer has charged-off the receivables in such account as uncollectible.

“Closing Date” means the close of business on [            ], 20[    ].

“Collection Account” has the meaning set forth in the Pooling and Servicing Agreement.

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“Collections” means all payments by or on behalf of an Obligor received by a Servicer in respect of Receivables in the form of cash, checks, wire transfers or other forms of payment in accordance with the relevant Credit Agreement in effect from time to time and all Recovered Amounts.

“Conveyed Assets” has the meaning set forth in Section 2.1(a).

“Credit Agreement” means, for any credit card account, the agreement (including any related statement under the Truth in Lending Act) governing that account.

“Credit Guidelines” shall mean, with respect to any Account, the policies and procedures relating to the operation of such Account and similar accounts administered by the Servicer of such Account, including, without limitation, the written policies and procedures and the exercise of judgment by employees of the Servicer with respect to such accounts in accordance with such Servicer’s normal practice for determining the creditworthiness of customers holding such accounts, the extension of credit to customers, and relating to the maintenance of such accounts and the collection of receivables with respect to such accounts, as such policies and procedures may be amended from time to time by the Servicer of such accounts.

“DCMT” means Discover Card Master Trust I.

“DCMT Trustee” means U.S. Bank National Association, as trustee of DCMT.

“Debtor Relief Law” means (a) the United States Bankruptcy Code, (b) the Federal Deposit Insurance Act and (c) all other insolvency bankruptcy, conservatorship, receivership, liquidation, reorganization or other debtor relief laws affecting the rights of creditors generally.

“Discover Bank” has the meaning set forth in the first paragraph of this Agreement.

“Discover Funding” has the meaning set forth in the first paragraph of this Agreement.

“Eligible Receivable” shall mean each Receivable:

(a) which is payable in United States dollars;

(b) which was created in compliance, in all material respects, with all Requirements of Law applicable to the applicable Originator and the Servicer with respect to such Receivable, and pursuant to a Credit Agreement that complies, in all material respects, with all Requirements of Law applicable to the applicable Originator and Servicer;

(c) as to which, (i) at the time of the creation of such Receivable, the applicable Originator with respect to such Receivable had good and marketable title thereto free and clear of all Liens arising under or through such Originator, and (ii) at the time of the conveyance of such Receivable to Discover Funding, the applicable Originator had, or Discover Funding will have, good and marketable title thereto free and clear of all Liens arising under or through such Originator; and

(d) which constitutes an “account” under and as defined in Article 9 of the UCC as then in effect in the Applicable State with respect to such Receivable.

3

“Finance Charge Receivables” shall mean with respect to any Account, the net amount billed by the Servicer as finance charges on an Account and cash advance fees, annual membership fees, fees for transactions that exceed the credit limit on such Account, late payment charges billed to such Account and any other charges that the Servicer may designate as “Finance Charge Receivables” from time to time (provided that the Servicer shall not designate amounts owing for the payment of goods and services or cash advances as “Finance Charge Receivables”), less, in the event that such Account becomes a Charged-Off Account, the cumulative, uncollected amount previously billed by the Servicer to such Account as finance charges, cash advance fees, annual membership fees, if any, fees for transactions that exceed the credit limit on such Account, late payment charges and any other type of charges that the Servicer has designated as “Finance Charge Receivables” with respect to Accounts that are not Charged-Off Accounts.

“Governmental Authority” shall mean the United States of America, any state or other political subdivision thereof.

“Indenture” shall mean that certain Amended and Restated Indenture, dated as of [            ], 20[    ], by and between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, as such agreement may be amended, restated and amended and restated, supplemented, replaced or otherwise modified from time to time.

“Initial Account” means each Discover Card account that was designated as an “Account” under the Prior PSA and that is identified on the Account Schedule from and after the Closing Date.

“Initial Closing Date” shall mean October 27, 1993.

“Interchange” for any Distribution Date shall mean the Interchange Fees paid or payable to Discover Bank for the related Due Period multiplied by a fraction, the numerator of which shall be the Net Merchant Sales for Accounts originated by Discover Bank processed for the related Due Period and the denominator of which shall be Net Merchant Sales processed for all Discover Card accounts pursuant to a Credit Agreement between Discover Bank and any Person for the related Due Period. In the event there are Additional Originators, Interchange shall include for each such Additional Originator a portion of its Interchange Fees proportionate to the Net Merchant Sales for such Additional Originator’s Accounts as a percentage of the Additional Originator’s Net Merchant Sales for its entire portfolio of accounts of the same type as its Accounts, determined as set forth above. In each instance, Interchange will include all contracts, contract rights, rights to payment, general intangibles and payment intangibles associated with such Interchange Fees, and all proceeds thereof.

“Interchange Fees” shall mean interchange fees (i.e. fees related to purchase transactions of goods and/or services) paid or payable by or through merchant acceptance networks, including Discover Financial Services, Inc., to Discover Bank or an Additional Originator in connection with transactions on Discover Card accounts or, in the case of any Additional Originator, other accounts of a type included in the Trust, at rates to be agreed on from time to time between Discover Bank or such Additional Originator and such merchant acceptance networks.

4

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

“Lien” means any security interest, lien, mortgage, deed of trust, pledge, hypothecation, encumbrance, assignment, participation interest, equity interest, deposit arrangement, preference, priority, or other security or preferential arrangement of any kind or nature. This term includes any conditional sale or other title retention arrangement and any financing lease having substantially the same economic effect as any security or preferential arrangement. This term does not include any security interest or other lien created in favor of the DCMT Trustee under the Prior PSA.

“Long Term Intercompany Note” means that certain intercompany note between Discover Bank, as lender, and Discover Funding, as borrower.

“Net Merchant Sales” shall mean the total dollar amount, calculated daily, of all cardmember charges on Discover Cards for merchandise and services made at service establishments that have contracted to accept the Discover Card as a form of payment with Discover Financial Services, Inc. or another merchant acceptance network, as applicable. In the event that there is an Additional Originator, Net Merchant Sales with respect to such Additional Originator shall be determined by reference to cardmember charges to the credit accounts of such Additional Originator.

“Note” means any note issued by the Note Issuance Trust under the Indenture.

“Note Issuance Trust” shall mean Discover Card Execution Note Trust, formed pursuant to the Amended and restated Trust Agreement, dated as of [            ], 20[    ], by and between Discover Funding, as Beneficiary, and Wilmington Trust Company, as Owner Trustee, as such agreement may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

“Obligor” means, for any account, any Person obligated to make payments on receivables in that account, including any guarantor thereof.

“Officer’s Certificate” means a certificate delivered to Discover Funding and signed by any Vice President or more senior officer of Discover Bank.

“Originator” means, with respect to any Receivable, Discover Bank or an Additional Originator, as applicable.

“Person” shall mean an individual, a partnership or a Corporation. The term “Corporation” for the purposes of the preceding sentence only shall mean a corporation, joint stock company, business trust or other similar association.

“Pooling and Servicing Agreement” means the Third Amended and Restated Pooling and Servicing Agreement, dated as of [            ], 20[    ], among Discover Bank, Discover Funding, and the DCMT Trustee.

5

“Principal Receivable” means any Receivable other than a Finance Charge Receivable.

“Prior PSA” means the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 4, 2010, between Discover Bank and the DCMT Trustee, as amended, supplemented or otherwise modified prior to the Closing Date.

“Purchase Price” has the meaning set forth in Section 3.1(a).

“Purchase Price Adjustment” has the meaning set forth in Section 3.2(a).

“Purchase Price Payment Date” has the meaning set forth in Section 3.1(c).

“Purchaser Tangible Equity” means, as of any date of determination, for the Purchaser, the amount of the member’s capital of the Purchaser as of that date determined in accordance with generally accepted accounting principles.

“Rating Agency” means any nationally recognized statistical rating organization hired by Discover Funding or any Affiliate that is currently rating any Security.

“Rating Agency Condition” means, with respect to any event or circumstance and (a) with respect to Moody’s or Standard & Poor’s if Moody’s or Standard & Poor’s is currently rating any Security, written confirmation (which may be in the form of a letter, press release or other publication, or a change in such Rating Agency’s published ratings criteria to this effect) by Moody’s or Standard & Poor’s, as applicable, that the occurrence of such event or circumstance will not cause it to downgrade or withdraw its rating assigned to any of the Securities or (b) with respect to any Rating Agency other than Moody’s or Standard & Poor’s and with respect to Moody’s and Standard & Poor’s if Moody’s or Standard & Poor’s (x) is currently rating any Security and (y) has notified Discover Funding that it, as a policy matter, will not provide written confirmation of its ratings, that such Rating Agency shall have been given notice of such event or circumstance at least ten days prior to the occurrence of such event or circumstance (or, if ten days’ advance notice is impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice that the occurrence of such event or circumstance will itself cause it to downgrade, qualify or withdraw its rating assigned to the Securities.

“Receivable” shall mean any amount owing by the Obligor under an Account from time to time, including, without limitation, amounts owing for the payment of goods and services, cash advances, finance charges and other charges, if any, and shall include, to the extent necessary to collect such amount or enforce the related obligation, the contract under which the obligation to pay such amount arose. This term includes Principal Receivables and Finance Charge Receivables. A Receivable shall be deemed to have been created at the end of the day on the Date of Processing of such Receivable. A Receivable shall not include any amount owing under a Charged-Off Account or a Charged-Off Removed Account.

“Recovered Amounts” means, (i) for any Receivable that has been charged off as uncollectible, all amounts recovered on such Receivable and (ii) for any Charged-Off Removed Account, all proceeds received with respect to such Charged-Off Removed Account. If Discover Bank and Discover Funding cannot determine whether a recovered amount relates to a

6

Receivable that was sold to Discover Funding or to a receivable that has not been sold to Discover Funding, this term means the amount reasonably estimated by Discover Bank and Discover Funding as having been recovered on the Receivable that was sold to Discover Funding.

“Required Purchaser Tangible Equity” means, as of any date of determination, 2% of the aggregate balance of the Receivables in DCMT as of such date.

“Requirements of Law” for any Person shall mean the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any requirement of any law, rule or regulation or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System); provided, however, that any such requirement shall not be deemed a Requirement of Law if the enforcement of such requirement would not have a material adverse effect upon the collectibility of the Receivables taken as a whole.

“Security” means any Investor Certificate or Note.

“Servicer” means the Person acting as Servicer under the Pooling and Servicing Agreement.

“Supplemental Conveyance” has the meaning set forth in Section 2.2(c).

“UCC” means the Uniform Commercial Code, as amended from time to time, as in effect in any specified jurisdiction.

Section 1.2 Rules of Construction.

(a) The term “include” introduces a nonexhaustive list. A reference to any law is to that law as amended or supplemented to the applicable time. A reference to any agreement, document, policy, or procedure is to that agreement, document, policy, or procedure as amended or supplemented to the applicable time. A reference to any Person includes that Person’s successors and permitted assigns.

(b) All terms defined in this Agreement shall have the defined meanings when used in any certificate, Supplemental Conveyance or other document made or delivered pursuant hereto unless otherwise defined therein.

(c) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles in effect on the date hereof. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

7

ARTICLE 2.

CONVEYANCE OF RECEIVABLES

Section 2.1 Contribution and Sale.

(a) In consideration of Discover Funding’s payment of each related Purchase Price, and/or in consideration of the membership interest in Discover Funding held by Discover Bank, Discover Bank hereby sells and assigns and/or contributes, as applicable, to Discover Funding, without recourse, all of Discover Bank’s right, title and interest in, to, and under (i) the Receivables existing on the Closing Date and arising after the Closing Date in each Initial Account (including any related Surviving Account), and the Receivables existing on the related Additional Account Cut-Off Date and arising after the related Additional Account Cut-Off Date in each Additional Account (including any related Surviving Account), (ii) all Interchange allocable to those Receivables, (iii) all Collections on those Receivables, including all Recovered Amounts, and (iv) all proceeds of any of this property (collectively, the “Conveyed Assets”). Discover Funding hereby accepts the Conveyed Assets sold under this Agreement.

(b) In connection with such conveyance, Discover Bank further agrees, at its own expense, on or prior to the Closing Date with respect to the Initial Accounts and on or prior to the Addition Date with respect to Additional Accounts to (i) indicate in its computer files that Receivables created in connection with the Accounts have been sold to Discover Funding pursuant to this Agreement and further transferred to DCMT for the benefit of the Certificateholders under the Pooling and Servicing Agreement by identifying the Accounts in its computer files with a “41”, “42”, “341” or “342” in field captioned “SECURED_POOL_NBR” and (ii) deliver an Account Schedule to Discover Funding.

(c) At all times Discover Bank shall identify the Accounts (and only the Accounts) in its computer files with a “41”, “42”, “341” or “342” in the field captioned “SECURED_POOL_NBR”; provided, however, that Discover Bank may change the number used to identify any of the Accounts in its computer files, or the caption of the field if Discover Bank records and files, at its own expense, any amendment to any financing statements with respect to the Receivables then existing and thereafter created as is necessary to preserve the perfection of the security interest in such Receivables to Discover Funding after giving effect to such change, and shall deliver a file-stamped copy of such amendment or other evidence of such filing to the Trustee on or prior to the date of any such change.

(d) The parties intend that the transfer of the Conveyed Assets by Discover Bank to Discover Funding be an absolute sale and not a secured borrowing, including for accounting purposes. If the transaction under this Agreement were determined to be a loan rather than an absolute sale despite this intent of the parties, Discover Bank hereby grants to Discover Funding a first priority security interest in all of Discover Bank’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Conveyed Assets to secure Discover Bank’s obligations under this Agreement. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in this paragraph.

8

Section 2.2 Addition of Accounts.

(a) Discover Funding may be obligated to designate additional accounts under Section 2.10 of the Pooling and Servicing Agreement or may elect to designate additional accounts or participation interests under the Pooling and Servicing Agreement. In either case, Discover Funding may require that Discover Bank designate Additional Accounts under this Agreement to enable Discover Funding to satisfy that obligation or election. Discover Funding shall give Discover Bank notice of this requirement to designate Additional Accounts under this Agreement prior to the related Addition Date. If Discover Bank fails to designate Additional Accounts in compliance with that notice only because sufficient credit card accounts are not available to Discover Bank, that failure will not be a breach of this Agreement.

(b) With respect to any Additional Accounts, Discover Bank shall cause the Master Servicer to prepare a reasonable estimate of the amount of Finance Charge Receivables billed in such Additional Accounts for the Due Period in which such accounts are first designated as Additional Accounts. Such estimate shall be deemed to be the amount of Finance Charge Receivables billed in such Additional Accounts in such Due Period absent manifest error.

(c) Discover Bank agrees to provide to Discover Funding such information, certificates, financing statements, opinions and other materials as reasonably necessary to enable Discover Funding to satisfy its obligations under Section 2.10 of the Pooling and Servicing Agreement with respect to Additional Accounts or Participation Interests of Discover Bank. In the case of Additional Accounts, Discover Bank shall deliver to Discover Funding on the date designated by Discover Funding (i) the Account Schedule required to be delivered pursuant to Section 2.1(b) with respect to such Additional Accounts, (ii) upon request by Discover Funding or the Trustee, a certificate setting forth in reasonable detail the calculation of the estimate of the Finance Charge Receivables in such Additional Accounts and (iii) a duly executed written assignment covering the related Conveyed Assets, substantially in the form of Exhibit A (the “Supplemental Conveyance”).

Section 2.3 Removal and Deletion of Accounts.

(a) Discover Funding may remove Accounts from DCMT in accordance with Section 2.11 of the Pooling and Servicing Agreement. On each day on which Accounts are removed from DCMT pursuant to Section 2.11 of the Pooling and Servicing Agreement, Discover Bank and Discover Funding may, but shall not be required to, by mutual agreement, remove Accounts from the operation of this Agreement. Discover Bank agrees to provide to Discover Funding such information, certificates, financing statements opinions and other materials as are reasonably necessary to enable Discover Funding to satisfy its obligations under Section 2.11 of the Pooling and Servicing Agreement with respect to the removal of Accounts.

(b) With respect to any removed Accounts pursuant to Section 2.3(a), Discover Funding shall cause the Master Servicer to prepare a reasonable estimate of the amount of Finance Charge Receivables billed in such removed Accounts for the Due Period in which such accounts are removed. Such estimate shall be deemed to be the amount of Finance Charge Receivables billed in such removed Accounts in such Due Period absent manifest error.

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(c) On any date Receivables are removed pursuant to Section 2.3(a), automatically and without further action, Discover Funding shall reassign to Discover Bank, without recourse, representation, or warranty, all of Discover Funding’s right, title and interest in, to, and under (i) that Receivable, (ii) all Interchange allocable to that Receivable, (iii) all Collections on that Receivable, including any Recovered Amounts and (iv) all proceeds of any of this property. On a date mutually selected by Discover Bank and Discover Funding (which date shall not later than the fifth Business Day following the calendar month in which the Receivable was reassigned), Discover Bank must pay to Discover Funding in immediately available funds an amount equal to the unpaid balance of that Receivable, and Discover Funding will treat that Receivable as collected in full. Discover Funding must execute all agreements and other documents, and must take all other actions, that are reasonably requested by Discover Bank to effect this reassignment, including executing any reassignment supplements to this Agreement in a form to agreed upon by Discover Bank and Discover Funding.

Section 2.4 Additional Originators.

(a) Discover Bank may designate additional or substitute Persons to be included as Additional Originators and designate Additional Accounts under this Agreement if Discover Funding is permitted to designate such Additional Accounts as “Additional Accounts” under the Pooling and Servicing Agreement.

(b) Any Additional Originator shall comply with the obligations of, and, other than with respect to Section 2.4(a), shall have the rights and benefits of, Discover Bank pursuant to this Agreement and references to “Discover Bank” in such provisions shall mean and refer to such Additional Originator, in each case solely with respect to the Receivables in the Accounts designated by such Additional Originator.

ARTICLE 3.

CONSIDERATION AND PAYMENT

Section 3.1 Purchase Price.

(a) Discover Funding must pay to Discover Bank each purchase price described in this Article III (a “Purchase Price”) in return for the related Conveyed Assets.

(b) The Purchase Price for the Receivables (including Receivables in Additional Accounts) to be conveyed to Discover Funding under this Agreement that are or come into existence on or after the Closing Date shall be equal to the fair market value of the Receivables so conveyed. Discover Funding shall transfer the Purchase Price to Discover Bank as follows:

(i) if the fair market value of the Receivables to be transferred is equal to or greater than the book value of such Receivables, (1) an amount equal to the book value of such Receivables shall be due and payable by Discover Funding to Discover Bank and (2) Discover Bank shall be deemed to have made a capital contribution to Discover Funding to the extent of any excess of the fair market value over the book value of such Receivables; and

(ii) if the fair market value of the Receivables to be transferred is less than the book value of such Receivables, an amount equal to the fair market value of such Receivables shall be due and payable by Discover Funding to Discover Bank;

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provided that Discover Bank may elect, in its sole discretion, to contribute Receivables (or any portion thereof) to Discover Funding from time to time; provided further that, if Discover Funding elects, in its sole discretion, an amount equal to the portion of the Purchase Price for such Receivables not paid to Discover Bank shall be deemed to be a borrowing by Discover Funding from Discover Bank under the Long Term Intercompany Note so long as the Adequate Capital Test is satisfied on such day.

(c) Any portion of the Purchase Price that is not (i) deemed a borrowing under the Long Term Intercompany Note or (ii) deemed a capital contribution, in each case pursuant to clause (b) above, shall be payable by Discover Funding to Discover Bank in immediately available funds on each date (a “Purchase Price Payment Date”) mutually selected by Discover Bank and Discover Funding; provided that the Purchase Price Payment Date for any Receivables and other Conveyed Assets shall not be later than the fifth Business Day following the calendar month in which that Receivable arises.

(d) Each of Discover Bank and Discover Funding hereby agree that the Purchase Price is fair and adequate consideration for the Conveyed Assets. No determination of fair market value under this Section 3.1 can assume any purchase by Discover Funding of Receivables and other Conveyed Assets.

Section 3.2 Adjustments to Purchase Price.

(a) With respect to any Receivable to which any adjustment without payment by or on behalf of an Obligor has been made including, but not limited to, any Receivable that (1) was created as a result of fraudulent or counterfeit charge, (2) the Servicer with respect to such Receivable otherwise adjusts, increases, reduces, modified or cancels in accordance with the applicable Credit Guidelines without receiving cash or other payment therefor by the Obligor with respect to such Receivable, (3) was created in respect of merchandise returned by the Obligor thereunder or (4) was created or cancelled through an Account Combination, the parties hereto will increase or decrease the related Purchase Price (a “Purchase Price Adjustment”). The amount of that Purchase Price Adjustment is equal to the amount by which that Receivable has been reduced or increased.

(b) If a Purchase Price Adjustment causes the Purchase Price to be a negative number, Discover Bank must pay to Discover Funding in immediately available funds on the related Purchase Price Payment Date an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price.

(c) For the avoidance of doubt, all amounts owing to or from Discover Bank and Discover Funding hereunder may be netted.

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ARTICLE 4.

REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties of Discover Bank Relating to Discover Bank.

(a) On the Closing Date and each Addition Date, Discover Bank represents and warrants to Discover Funding as follows:

(i) Organization, etc. Discover Bank has been duly incorporated and is validly existing as a Delaware banking corporation, and has full corporate power and authority to execute and deliver this Agreement and each Supplemental Conveyance to be delivered by it and to perform the terms and provisions hereof and thereof.

(ii) Due Authorization. The execution, delivery and performance of this Agreement by Discover Bank have been, and each Supplemental Conveyance to be delivered by it at the time of delivery will have been, duly authorized by all necessary corporate action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Incorporation or By-Laws of Discover Bank, and do not and will not conflict with or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property that is material to it, or to the best of Discover Bank’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Agreement and any Supplemental Conveyance delivered by Discover Bank are the valid, binding and enforceable obligations of Discover Bank, 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.

(iii) Accuracy of Information. All information heretofore furnished by Discover Bank in writing to Discover Funding for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by Discover Bank in writing to Discover Funding 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.

(iv) Solvency. No Insolvency Event relating to Discover Bank has occurred and is continuing.

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

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(vi) Interchange. Neither Discover Bank nor Discover Financial Services, Inc. has or will have any right to reclaim Interchange from Discover Funding after it has been transferred to Discover Funding by Discover Bank.

(vii) Selection of Accounts. The Accounts were not selected on any basis indicative of creditworthiness, except that on the date of selection of the Accounts, charged-off accounts were not included.

(b) The representations and warranties set forth in this Section 4.1 will survive the sale of the Conveyed Assets to Discover Funding. If Discover Bank or Discover Funding discovers a breach of any of these representations and warranties, the party discovering that breach must give prompt notice to the other party and the DCMT Trustee. Discover Bank acknowledges that Discover Funding will rely on these representations and warranties in making its own representations and warranties to its transferees, including the DCMT Trustee, and Discover Bank consents to that reliance.

Section 4.2 Representations and Warranties of Discover Bank Relating to the Agreement and the Receivables.

(a) On the dates specified therein, Discover Bank represents and warrants to Discover Funding as follows:

(i) Transfer of Receivables under Prior PSA. As of the Initial Closing Date, each Receivable conveyed by Discover Bank to DCMT then existing on such date was an Eligible Receivable, except that Discover Bank makes no representation or warranty with respect to the existence of any statutory or other non-consensual Liens with respect to the Receivables. In the case of Additional Accounts, as of any applicable Addition Date, each Receivable conveyed by Discover Bank to DCMT then existing under such Additional Accounts was an Eligible Receivable, except that Discover Bank makes no representation or warranty with respect to the existence of any statutory or other non-consensual Liens with respect to the Receivables.

(ii) Creation of Receivables under Prior PSA. As of the date of the creation of any Receivable transferred to DCMT by Discover Bank subsequent to the Cut-Off Date but prior to the Closing Date, such Receivable was an Eligible Receivable, except that Discover Bank makes no representation or warranty with respect to the existence of any statutory or other non-consensual Liens with respect to the Receivables.

(iii) Transfer of Receivables under this Agreement. As of the Closing Date, each Receivable conveyed by Discover Bank to Discover Funding then existing on such date is an Eligible Receivable, except that Discover Bank makes no representation or warranty with respect to the existence of any statutory or other non-consensual Liens with respect to the Receivables. In the case of Additional Accounts, as of any applicable Addition Date, each Receivable conveyed by Discover Bank to Discover Funding then existing under such Additional Accounts is an Eligible Receivable, except that Discover Bank makes no representation or warranty with respect to the existence of any statutory or other non-consensual Liens with respect to the Receivables.

(iv) Creation of Receivables under this Agreement. As of the date of the creation of any Receivable transferred to Discover Funding by Discover Bank subsequent to the Closing Date, such Receivable is an Eligible Receivable, except that Discover Bank makes no representation or warranty with respect to the existence of any statutory or other non-consensual Liens with respect to the Receivables.

(b) The representations and warranties set forth in this Section 4.2 will survive the sale of the Conveyed Assets to Discover Funding. If Discover Bank or Discover Funding discovers a breach of any of these representations and warranties, the party discovering that breach must give prompt notice to the other party and the DCMT Trustee. Discover Bank acknowledges that Discover Funding will rely on these representations and warranties in making its own representations and warranties to its transferees, including the DCMT Trustee, and Discover Bank consents to that reliance.

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Section 4.3 Representations and Warranties of Discover Funding.

(a) On the Closing Date and each Addition Date, Discover Funding represents and warrants to Discover Bank as follows:

(i) Organization, etc. Discover Funding has been duly formed and is validly existing as a Delaware limited liability company, and has full limited liability company power and authority to execute and deliver this Agreement and each Supplemental Conveyance to be delivered by it and to perform the terms and provisions hereof and thereof.

(ii) Due Authorization. The execution, delivery and performance of this Agreement by Discover Funding has been, and each Supplemental Conveyance to be delivered by it at the time of delivery will have been, duly authorized by all necessary limited liability company action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Formation or Limited Liability Company Agreement of Discover Funding, and do not and will not conflict with or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property that is material to it, or to the best of Discover Funding’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Agreement and any Supplemental Conveyance delivered by Discover Funding are the valid, binding and enforceable obligations of Discover Funding, 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.

(iii) Accuracy of Information. All information heretofore furnished by Discover Funding in writing to Discover Bank for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by Discover Funding in writing to Discover Bank 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.

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(iv) Solvency. No Insolvency Event relating to Discover Funding has occurred and is continuing.

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

(b) The representations and warranties set forth in this Section 4.3 will survive the sale of the Conveyed Assets to Discover Funding. If Discover Bank or Discover Funding discovers a breach of any of these representations and warranties, the party discovering that breach must give prompt notice to the other party and the DCMT Trustee.

ARTICLE 5.

COVENANTS

Section 5.1 Covenants of Discover Bank. Discover Bank covenants and agrees with Discover Funding as follows:

(a) Security Interests. Except for the conveyances hereunder, Discover Bank will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable or any Interchange transferred to Discover Funding by Discover Bank, whether existing as of the Cut-Off Date or thereafter created, or any interest therein, and Discover Bank shall defend the right, title, and interest of Discover Funding in, to and under such Receivables and such Interchange, whether now existing or hereafter created, against all claims of third parties claiming through or under Discover Bank. Discover Bank shall, if so requested by Discover Funding, provide information to third parties (which information may be provided by Discover Bank directly or through Discover Funding) concerning the Accounts, the Receivables and the Interchange sufficient to comply with the UCC as in effect in the Applicable State.

(b) Credit Agreements. Discover Bank shall cause the Servicer, as its agent, to service and administer the Accounts, the Receivables under which have been transferred to Discover Funding by such Discover Bank and the receivables in Charged-Off Accounts, which are serviced by such Servicer, in a particular state or similar jurisdiction in accordance with policies identical to those used in servicing and administering other of Discover Bank’s credit card accounts in such jurisdiction. The terms and provisions of a Credit Agreement may be changed in any respect (including, without limitation, the calculation of the amount, or the timing, of charge-offs) only if such change is made applicable to Discover Bank’s entire portfolio of accounts of that general type, obligors of which are resident in a particular affected state or similar jurisdiction, and not only to such Accounts.

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(c) Account Allocations. In the event that Discover Bank is unable for any reason to transfer Receivables to Discover Funding in accordance with the provisions of this Agreement (including, without limitation, by reason of any governmental agency having regulatory authority over Discover Bank or any court of competent jurisdiction ordering that Discover Bank not convey any additional Principal Receivables to Discover Funding) then, in any such event, Discover Bank agrees to allocate and pay to Discover Funding, after the date of such inability, all Collections with respect to Receivables that would have been Principal Receivables but for the inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables in DCMT on such date with respect to Principal Receivables transferred to Discover Funding by Discover Bank); and Discover Bank agrees to have such amounts applied as Collections under the Pooling and Servicing Agreement. If Discover Bank is unable pursuant to any Requirement of Law to allocate payments on the Accounts as described above, Discover Bank agrees that it shall, in any such event, allocate after such date payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account and to have such payments applied as Collections in accordance with the Pooling and Servicing Agreement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to Discover Funding by Discover Bank shall continue to be owned by Discover Funding notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust, and Collections with respect thereto shall continue to be allocated and paid.

(d) Receivables and Interchange Not to be Evidenced by Promissory Notes. Discover Bank will not take any action to cause any Receivable or any Interchange to be evidenced by any instrument (as defined in the UCC as in effect in the Applicable State with respect to Discover Bank) except in connection with its enforcement or collection of an Account.

(e) Notice to Trustee. Promptly upon receipt of notice by any officer of Discover Bank that any liens (other than those contemplated by this Agreement or any Supplemental Conveyance) have been placed on the Receivables, Discover Bank shall notify Discover Funding in writing of such liens.

(f) Discover Bank will not change its name or its type or jurisdiction of organization without first delivering to Discover Funding an opinion of counsel stating that all actions and filings that are necessary or appropriate to maintain the perfection and the priority of Discover Funding’s ownership interest in the Receivables have been taken or made.

(g) On March 31 in each calendar year, beginning March 31, 2016, Discover Bank will deliver to Discover Funding and the DCMT Trustee an opinion of counsel (i) stating that no further filing of any financing statement, amendment of financing statement, or continuation statement is then necessary to perfect Discover Funding’s ownership interest in the Receivables, and (ii) stating that no further filing of any financing statement, amendment of financing statement, or continuation statement will be necessary prior to March 31 of the next calendar year to maintain the perfection of Discover Funding’s ownership interest in the Receivables or, if that is not the case, identifying each filing that will be necessary prior to March 31 of that calendar year.

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ARTICLE 6.

REPURCHASE OBLIGATION AND ADDITIONAL AGREEMENTS

Section 6.1 Reassignment of Ineligible Receivables.

(a) If any representation or warranty under Section 4.2 of this Agreement is not true and correct in any material respect as of the date specified therein and, as a result thereof Discover Funding is required to accept reassignment of a Receivable pursuant to Section 2.07 of the Pooling and Servicing Agreement, Discover Bank shall accept reassignment of such Receivable.

(b) Discover Bank must accept reassignment of any Receivable described in Section 6.1(a) on the date on which that Receivable is reassigned to Discover Funding under Section 2.07 of the Pooling and Servicing Agreement. On that date, automatically and without further action, Discover Funding hereby reassigns to Discover Bank, without recourse, representation, or warranty, all of Discover Funding’s right, title and interest in, to, and under (i) that Receivable, (ii) all Interchange allocable to that Receivable, (iii) all Collections on that Receivable, including any Recovered Amounts and (iv) all proceeds of any of this property. On a date mutually selected by Discover Bank and Discover Funding (which date shall not be later than the fifth Business Day following the calendar month in which the Receivable was reassigned), Discover Bank must pay to Discover Funding in immediately available funds an amount equal to the unpaid balance of that Receivable, and Discover Funding will treat that Receivable as collected in full. Discover Funding must execute all agreements and other documents, and must take all other actions, that are reasonably requested by Discover Bank to effect this reassignment.

(c) After a reassignment under Section 6.1(b), if Discover Bank and Discover Funding cannot determine whether collections relate to a Receivable that is owned by Discover Funding or the DCMT Trustee or to a receivable that has been reassigned to Discover Bank, Discover Bank and Discover Funding must allocate payments on the related Account proportionately based on the total amount of Principal Receivables in that Account then owned by Discover Funding or the DCMT Trustee and the total amount of principal receivables in that Account then owned by Discover Bank.

Section 6.2 Reassignment of Other Receivables.

(a) If (i) a Trust Portfolio Repurchase Event shall have occurred under clauses (vii) through (x) of Section 2.05 of the Pooling and Servicing Agreement or (ii) any representation or warranty under Section 4.2 of this Agreement is not true and correct in any material respect as of the date specified therein, and, as a result thereof Discover Funding is required to accept reassignment of a Receivable pursuant to Section 2.05 of the Pooling and Servicing Agreement, Discover Bank shall accept reassignment of such Receivable.

(b) Discover Bank must accept reassignment of the Receivables described in Section 6.2(a) on the date on which those Receivables are reassigned to Discover Funding under Section 2.05 of the Pooling and Servicing Agreement. On that date, automatically and without further action, Discover Funding hereby reassigns to Discover Bank, without recourse, representation, or warranty, all of Discover Funding’s right, title and interest in, to, and under (i) those

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Receivables, (ii) all Interchange allocable to those Receivables, (iii) all Collections on those Receivables, including Recovered Amounts and (iv) all proceeds of any of this property. On the Business Day immediately preceding that date, Discover Bank must pay to Discover Funding in immediately available funds an amount equal to the unpaid balance of those Receivables, and Discover Funding will treat those Receivable as collected in full. Discover Funding must execute all agreements and other documents, and must take all other actions, that are reasonably requested by Discover Bank to effect this reassignment.

Section 6.3 Repurchase Dispute Resolution. Discover Bank hereby agrees to cooperate with the Requesting Party in any ADR Proceeding commenced pursuant to the provisions set forth in the Series 2007-CC Supplement to the Pooling and Servicing Agreement. Discover Funding hereby agrees to provide Discover Bank with the opportunity to exercise any rights of Discover Funding pursuant to the Pooling and Servicing Agreement with respect to an ADR Proceeding to the extent a dispute relates to the representations and warranties of Discover Bank contained in Section 4.2.

Section 6.4 Asset Representations Review. Discover Bank shall (i) at all times while any Public Notes remain Outstanding, ensure that an Asset Representations Reviewer is appointed, (ii) cooperate with the Asset Representations Reviewer in creating procedures for a review of the representations and warranties set forth in Section 4.2, and (iii) provide the Asset Representations Reviewer with reasonable access to Discover Bank’s offices and information databases upon the initiation of an Asset Representations Review pursuant to Section 715 of the Indenture.

ARTICLE 7.

CONDITIONS PRECEDENT

Section 7.1 Conditions to Discover Funding’s Obligation on the Closing Date. Discover Funding’s obligation to purchase the Principal Receivables in each Initial Account that exist on the Closing Date, and the related Finance Charge Receivables and other Conveyed Assets, is subject to the following conditions being satisfied:

(a) the representations and warranties made by Discover Bank in this Agreement on the Closing Date must be true and correct;

(b) all information provided by Discover Bank to Discover Funding relating to the Initial Accounts must be true and correct;

(c) Discover Bank must have (i) delivered the initial Account Schedule to Discover Funding and (ii) performed all other obligations required of Discover Bank prior to the Closing Date under this Agreement;

(d) Discover Bank must have filed all financing statements, amendments of financing statements, and continuation statements that are required under Section 2.1(c);

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(e) all corporate and legal matters relating to this Agreement must have been addressed in a manner satisfactory to Discover Funding, and all related documents reasonably requested of Discover Bank by Discover Funding must have been received; and

(f) the Asset Representations Reviewer shall have been appointed and shall have entered into the Asset Representations Review Agreement.

Section 7.2 Conditions to Discover Bank’s Obligation on the Closing Date. Discover Bank’s obligation to sell the Principal Receivables in each Initial Account that exist on the Closing Date, and the related Finance Charge Receivables and other Conveyed Assets, is subject to the following conditions being satisfied:

(a) the representations and warranties made by Discover Funding in this Agreement on the Closing Date must be true and correct;

(b) Discover Funding must have paid the initial Purchase Price due on the Closing Date; and

(c) all corporate and legal matters relating to this Agreement must have been addressed in a manner satisfactory to Discover Bank, and all related documents reasonably requested of Discover Funding by Discover Bank must have been received.

ARTICLE 8.

TERM

Section 8.1 Term. This Agreement will commence on the Closing Date and will continue at least until the earlier of (a) the termination of DCMT under the Pooling and Servicing Agreement and (b) the amendment of the Pooling and Servicing Agreement to remove Discover Funding as Transferor. After that time, either party may terminate this Agreement by giving reasonable notice to the other party.

ARTICLE 9.

MISCELLANEOUS PROVISIONS

Section 9.1 Amendment. This Agreement only can be modified in a written document executed by Discover Funding and Discover Bank. Notwithstanding anything to the contrary in this Agreement, so long as any Security is outstanding, this Agreement may not be modified, altered, supplemented or amended unless (a) such amendment shall not, as evidenced by an opinion of counsel or officer’s certificate, materially and adversely affect the interests of the holders of any outstanding Security, (b) the Rating Agency Condition is satisfied with respect to such amendment or (c) with the consent of not less than 66 ²⁄₃% of each class of Securities outstanding for which an opinion of Counsel or officer’s certificate referred to in clause (a) was not delivered, except: (i) to cure any ambiguity or (ii) to convert or supplement any provision in a manner consistent with the intent of this Agreement. For the avoidance of doubt, a Supplemental Conveyance, or any other document executed in connection with a sale or reassignment under this Agreement, is not an amendment of this Agreement.

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Section 9.2 Governing Law. Except as otherwise specifically provided herein, this Agreement shall be construed in accordance with the internal laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Each of Discover Bank and Discover Funding hereby irrevocably consents and agrees that any legal or equitable action or proceeding brought by it arising under or in connection with the Agreement, as amended, the Indenture, the Series 2007- CC Collateral Certificate Transfer Agreement, the Series 2007-CC Collateral Certificate (each as defined in the Indenture) or the Notes shall be brought exclusively in any federal or state court in the State of Delaware, and hereby irrevocably waives, and agrees not to assert in any action or proceeding brought against Discover Bank or Discover Funding, any claim that it is not personally subject to the jurisdiction of any such court.

Section 9.3 Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, or by overnight courier, telecopy or electronic transmission, to (i) (a) in the case of Discover Bank, 12 Read’s Way, New Castle, Delaware 19720, Attention: Secretary, telecopy: (302) 323-7393 and email as separately provided by Discover Bank to the other parties to this Agreement, (b) in the case of Discover Funding, 12 Read’s Way, New Castle, Delaware 19720, Attention: Secretary, telecopy: (302) 323-7393 and email as separately provided by Discover Funding to the other parties to this Agreement, (c) in the case of the DCMT Trustee, U.S. Bank National Association, c/o U.S. Bank Corporate Trust Servicers, Attn: Edwin Janis, 190 S. LaSalle Street, Chicago, Illinois 60603, telecopy: (312) 332-7992 and email as separately provided by the DCMT Trustee to the other parties to this Agreement, or, (ii) as to each party, at such other address or email as shall be designated by such party in a written notice to each other party.

Section 9.4 Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

Section 9.5 Assignment. Other than Discover Bank designating an Additional Originator pursuant to Section 2.4, no party can assign any interest in this Agreement, except that (a) Discover Funding may assign its interest in this Agreement to the DCMT Trustee under the Pooling and Servicing Agreement and (b) any party may assign its interest in this Agreement to any other Person if (i) at least 10 days prior to the assignment, notice is given to the other party, the DCMT Trustee, and each Rating Agency then rating any security issued by DCMT, (ii) the other party gives its prior written approval to the assignment, and (iii) Discover Funding receives Rating Agency Confirmation with respect to such assignment.

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Section 9.6 Merger of Discover Bank.

(a) Nothing in this Agreement shall prevent any consolidation or merger of Discover Bank with or into any other corporation, or any consolidation or merger of any other corporation with or into Discover Bank, or any sale or transfer of all or substantially all of the property and assets of Discover Bank to any other corporation lawfully entitled to acquire the same; provided, however, that

(i) if Discover Bank is not the surviving entity, such successor corporation shall be organized and existing under the laws of the United States of America or any state or the District of Columbia and shall be a banking corporation or other entity that is not subject to the bankruptcy laws of the United States of America, provided that such entity shall not be an insurance company; or

(ii) (x) at least 10 days prior to the consolidation or merger, notice is given to the other party, the DCMT Trustee, and each Rating Agency and (y) Discover Funding receives Rating Agency Confirmation with respect to such merger or consolidation;

provided, further, that, Discover Bank 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 Agreement to be kept or performed by Discover Bank shall, by an agreement supplemental hereto, executed and delivered to Discover Funding, be assumed by the corporation (if other than Discover Bank) 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 Discover Bank, 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 Discover Bank may be dissolved, wound up and liquidated at any time thereafter.

(b) Discover Bank shall notify the Rating Agencies on or before the date of any consolidation, merger or transfer of all or substantially all of its property and assets pursuant to subsection (a) of this Section 9.6.

Section 9.7 Acknowledgement of Discover Bank. Discover Bank acknowledges that Discover Funding intends to assign all of its right, title, and interest in, to, and under this Agreement and the Conveyed Assets to the DCMT Trustee under the Pooling and Servicing Agreement, and Discover Bank consents to that assignment. Discover Bank will have no remedy against Discover Funding under this Agreement other than a claim for money damages and then only to the extent of funds available to Discover Funding. Discover Bank must not assert any claim to or interest in any Purchased Asset and must not take any action that would interfere with the receipt of Collections on the Conveyed Assets by Discover Funding or the DCMT Trustee. If any amount payable by Discover Bank to Discover Funding under this Agreement in turn must be paid by Discover Funding to the DCMT Trustee under the Pooling and Servicing Agreement, and if Discover Funding directs, Discover Bank must pay that amount directly to the DCMT Trustee.

Section 9.8 Further Assurances. Each party hereby agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Trustee more fully to effect the purposes of this Agreement, including, without limitation, the execution of any financing statements or continuation statements relating to the Receivables for filing under the provisions of the UCC of any applicable jurisdiction.

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Section 9.9 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges therein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 9.10 Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 9.11 Binding Effect; Third-Party Beneficiaries. This Agreement benefits and is binding on the parties and their respective successors and permitted assigns. DCMT and the DCMT Trustee are third-party beneficiaries of this Agreement.

Section 9.12 Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein or therein.

Section 9.13 Headings. The headings are for reference only and must not affect the interpretation of this Agreement.

Section 9.14 Schedules and Exhibits. All schedules and exhibits are fully incorporated into this Agreement.

Section 9.15 Survival of Representations and Warranties. All representations, warranties, and covenants in this Agreement will survive the sale of the Conveyed Assets to Discover Funding and the transfer of the Conveyed Assets to the DCMT Trustee under the Pooling and Servicing Agreement.

Section 9.16 Nonpetition Covenant. Notwithstanding any prior termination of this Agreement, to the fullest extent permitted by law, Discover Bank must not file, commence, join, or acquiesce in a petition or a proceeding, or cause Discover Funding or DCMT to file, commence, join, or acquiesce in a petition or a proceeding, that causes (a) Discover Funding or DCMT to be a debtor under any Debtor Relief Law or (b) a trustee, conservator, receiver, liquidator, or similar official to be appointed for Discover Funding, DCMT, or any substantial part of any of their property.

Section 9.17 Bankruptcy Against Any Additional Originator. Discover Funding hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all Series of Investor Certificates, it will not institute against, or join with any other Person in instituting against, any Additional Originator that is subject to the bankruptcy laws of the United States of America, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law.

22

[END OF ARTICLE IX]

23

Executed as of this [    ] day of [            ], 20[    ].

DISCOVER BANK

By:

Name:

Title:

DISCOVER FUNDING LLC

By:

Name:

Title:

Acknowledged and Accepted by:

U.S. BANK NATIONAL ASSOCIATION, as Trustee of Discover Card Master Trust I

By:

Name:

Title:

DISCOVER BANK, as Master Servicer for Discover Card Master Trust I

By:

Name:

Title:

EXHIBIT A

SUPPLEMENTAL CONVEYANCE

This Supplemental Conveyance No. [            ] (this “Supplemental Conveyance”) is made as of [            ], between Discover Bank, a Delaware banking corporation (“Discover Bank”), and Discover Funding LLC, a Delaware limited liability company (“Discover Funding”).

BACKGROUND

Discover Bank and Discover Funding are designating additional credit card accounts under the Receivables Sale and Contribution Agreement, dated as of [            ], 20[    ], between Discover Bank and Discover Funding (the “Receivables Sale and Contribution Agreement”).

AGREEMENT

In consideration of the mutual promises in this Supplemental Conveyance and for other valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree to the following:

1. Defined Terms and Rules of Construction. Each capitalized term is defined in this Section 1, or if not defined here, in the Receivables Sale and Contribution Agreement. Rules of construction in the Receivables Sale and Contribution Agreement apply in this Supplemental Conveyance. The following definitions apply in this Supplemental Conveyance:

“Addition Date” means, for the Additional Accounts, [            ].

“Additional Account” means each Discover card account that is designated as an Account under this Supplemental Conveyance and that is identified on Schedule 1 to this Supplemental Conveyance.

“Additional Account Cut-Off Date” means, for the Additional Accounts, the [close] of business on [            ].

“Additional Conveyed Assets” has the meaning set forth in Section 3(a).

“Discover Bank” has the meaning set forth in the first paragraph of this Supplemental Conveyance.

“Discover Funding” has the meaning set forth in the first paragraph of this Supplemental Conveyance.

“Receivables Sale and Contribution Agreement” has the meaning set forth in the Background.

“Supplemental Conveyance” has the meaning set forth in the first paragraph of this document.

A-1

2. Designation of Additional Accounts. The Additional Accounts identified on Schedule 1 to this Supplemental Conveyance are designated as Accounts under this Supplemental Conveyance and the Receivables Sale and Contribution Agreement from and after the Addition Date. Schedule 1 is fully incorporated into this Supplemental Conveyance and the Receivables Sale and Contribution Agreement and supplements the Account Schedule under the Receivables Sale and Contribution Agreement from and after the Addition Date.

3. Sale of Additional Conveyed Assets. In consideration of Discover Funding’s payment of each related Purchase Price under the Receivables Sale and Contribution Agreement, Discover Bank hereby sells and assigns to Discover Funding, without recourse, all of Discover Bank’s right, title and interest in, to, and under (i) the Receivables existing on the Additional Account Cut-Off Date and arising after the Additional Account Cut-Off Date in each Additional Account (including any related Surviving Account), (ii) all Interchange allocable to those Receivables, (iii) all Collections on those Receivables, including Recovered Amounts and (iv) all proceeds of any of this property (collectively, the “Additional Conveyed Assets”). Discover Funding hereby accepts the Additional Conveyed Assets sold under this Supplemental Conveyance.

Discover Bank must take all actions relating to this sale of the Additional Conveyed Assets that are required under the Receivables Sale and Contribution Agreement.

The parties intend that the transfer of the Additional Conveyed Assets by Discover Bank to Discover Funding be an absolute sale and not a secured borrowing, including for accounting purposes. If the transaction under this Supplemental Conveyance were determined to be a loan rather than an absolute sale despite this intent of the parties, Discover Bank hereby grants to Discover Funding a first priority security interest in all of Discover Bank’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Additional Conveyed Assets to secure Discover Bank’s obligations under this Supplemental Conveyance and the Receivables Sale and Contribution Agreement. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in this paragraph.

4. Representations and Warranties of Discover Bank. Discover Bank acknowledges its representations and warranties relating to the Additional Accounts that are made on the Addition Date under Sections 4.1 and 4.2 of the Receivables Sale and Contribution Agreement.

5. Ratification. This Supplemental Conveyance supplements the Receivables Sale and Contribution Agreement from and after the Addition Date, and the parties ratify the Receivables Sale and Contribution Agreement as supplemented by this Supplemental Conveyance.

6. Miscellaneous. This Supplemental Conveyance may be executed in any number of counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Each party must take all actions that are reasonably requested by the other party to effect more fully the purposes of this Supplemental Conveyance.

7. GOVERNING LAW. Except as otherwise specifically provided herein, this Supplemental Conveyance shall be construed in accordance with the internal laws of the

A-2

State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Each of Discover Bank and Discover Funding hereby irrevocably consents and agrees that any legal or equitable action or proceeding brought by it arising under or in connection with this Supplemental Conveyance shall be brought exclusively in any federal or state court in the State of Delaware, and hereby irrevocably waives, and agrees not to assert in any action or proceeding brought against Discover Bank or Discover Funding, any claim that it is not personally subject to the jurisdiction of any such court.

[The rest of this page is left blank intentionally.]

A-3

Executed as of this [    ] day of [            ].

DISCOVER BANK

By:

Name:

Title:

DISCOVER FUNDING LLC

By:

Name:

Title:

Acknowledged and Accepted by:

U.S. BANK NATIONAL ASSOCIATION, as Trustee of Discover Card Master Trust I

By:

Name:

Title:

DISCOVER BANK, as Master Servicer for Discover Card Master Trust I

By:

Name:

Title:

A-4

SCHEDULE 1 TO

SUPPLEMENTAL CONVEYANCE

ADDITIONAL ACCOUNTS

A-5

SCHEDULE 1

ACCOUNT SCHEDULE

A-6

EX-4.2

Exhibit 4.2

DISCOVER BANK

Master Servicer and Servicer

DISCOVER FUNDING LLC,

Transferor

and

U.S. BANK NATIONAL ASSOCIATION

Trustee

on behalf of the Certificateholders

[FORM OF] THIRD AMENDED AND RESTATED

POOLING AND SERVICING AGREEMENT

Dated as of [            ], 20[    ]

DISCOVER CARD MASTER TRUST I

TABLE OF CONTENTS

			Page
ARTICLE I.	DEFINITIONS			1
SECTION 1.01		Definitions		1
SECTION 1.02		Other Definitional Provisions		18
ARTICLE II.	CONVEYANCE OF RECEIVABLES; ISSUANCE OF INVESTOR CERTIFICATES			19
SECTION 2.01		Conveyance of Receivables		19
SECTION 2.02		Authentication of Certificates		21
SECTION 2.03		Acceptance by the Trustee		21
SECTION 2.04		Representations and Warranties of the Transferor		22
SECTION 2.05		Trust Portfolio Repurchase Obligations of the Transferor		23
SECTION 2.06		Series Repurchase Obligations of the Transferor		26
SECTION 2.07		Repurchase Obligations of the Transferor Relating to Receivables		26
SECTION 2.08		[Reserved]		28
SECTION 2.09		Covenants of the Transferor		28
SECTION 2.10		Addition of Accounts		29
SECTION 2.11		Removal of Accounts		32
ARTICLE III.	ADMINISTRATION AND SERVICING OF RECEIVABLES			34
SECTION 3.01		Acceptance of Appointment and Other Matters Relating to the Master Servicer		34
SECTION 3.02		Acceptance of Appointment and Other Matters Relating to Servicers		35
SECTION 3.03		Servicing Compensation		37
SECTION 3.04		Representations and Warranties of Discover Bank, as Master Servicer and Servicer		38
SECTION 3.05		Representations and Warranties of Other Servicers		38
SECTION 3.06		Reports and Records for the Trustee		39
SECTION 3.07		Master Servicer’s and Servicers’ Annual Certificates		39
SECTION 3.08		Independent Public Accountants’ Annual Servicing Report		40
SECTION 3.09		Tax Treatment		41
SECTION 3.10		Notices by the Master Servicer and the Servicers		41
ARTICLE IV.	RIGHTS OF INVESTOR CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS			42
SECTION 4.01		Rights of Investor Certificateholders		42
SECTION 4.02		Establishment and Administration of Investor Accounts		42
SECTION 4.03		Collections and Allocations		43
SECTION 4.04		Transferor’ or Master Servicer’s Failure to Make a Deposit or Payment		45
SECTION 4.05		Adjustments For Miscellaneous Debits and Credits and Fraudulent Charges		46
SECTION 4.06		Reallocation of Series Among Groups		46

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TABLE OF CONTENTS

(continued)

			Page
ARTICLE V.	DISTRIBUTIONS, WITHHOLDING AND REPORTS TO INVESTOR CERTIFICATEHOLDERS			47
SECTION 5.01		Distributions		47
SECTION 5.02		Withholding; Tax Information		47
SECTION 5.03		Investor Certificateholders’ Monthly Statement		47
SECTION 5.04		Certificateholders’ Annual Tax Statement		47
ARTICLE VI.	THE INVESTOR CERTIFICATES			48
SECTION 6.01		The Certificates		48
SECTION 6.02		Book-Entry Certificates		49
SECTION 6.03		Authentication of Certificates		50
SECTION 6.04		Registration of Transfer and Exchange of Certificates		51
SECTION 6.05		Mutilated, Destroyed, Lost or Stolen Certificates		53
SECTION 6.06		Issuances of New Series		53
SECTION 6.07		Persons Deemed Owners		55
SECTION 6.08		Appointment and Duties of Paying Agent		55
SECTION 6.09		Access to List of Names and Addresses of Holders of Registered Certificates		56
SECTION 6.10		Authenticating Agent		56
SECTION 6.11		Global Certificate; Exchange Date		57
SECTION 6.12		Meetings of Certificateholders		58
SECTION 6.13		Special Provisions for Certain Series		60
SECTION 6.14		Exchange of Investor Certificates for Transferor Interest		60
ARTICLE VII.	OTHER MATTERS RELATING TO THE TRANSFEROR			61
SECTION 7.01		Liability of the Transferor		61
SECTION 7.02		Merger or Consolidation of, or Assumption of the Obligations of, the Transferor		61
SECTION 7.03		Limitation on Liability of Certain Persons		62
SECTION 7.04		Transferor Indemnification of the Trust and the Trustee		62
SECTION 7.05		Transfer or Conveyance of Transferor Certificate		63
SECTION 7.06		Corporate Actions		63
SECTION 7.07		Fiscal Year		63
ARTICLE VIII.	OTHER MATTERS RELATING TO THE MASTER SERVICER AND THE SERVICERS			63
SECTION 8.01		Master Servicer and Servicer Liability		63
SECTION 8.02		Merger or Consolidation of, or Assumption of the Obligations of, the Master Servicer or any Servicer		63
SECTION 8.03		Limitation on Liability of the Master Servicer and each Servicer and Others		64
SECTION 8.04		Master Servicer or Servicer Resignation		64

-ii-

TABLE OF CONTENTS

(continued)

			Page
SECTION 8.05		Access to Certain Documentation and Information Regarding the Receivables and Interchange		65
SECTION 8.06		Delegation of Duties		65
SECTION 8.07		Examination of Records		65
SECTION 8.08		The Transferor or Master Servicer to File Reports Pursuant to Securities Exchange Act		66
ARTICLE IX.	AMORTIZATION AND CERTAIN OTHER EVENTS			66
SECTION 9.01		Amortization Events		66
ARTICLE X.	MASTER SERVICER AND SERVICER TERMINATION EVENTS			68
SECTION 10.01		Master Servicer Termination Events		68
SECTION 10.02		Servicer Termination Events		70
SECTION 10.03		Trustee to Act; Appointment of Successor Master Servicer and/or Successor Servicer		72
SECTION 10.04		Notification to Investor Certificateholders		74
SECTION 10.05		Waiver of Past Breaches		74
ARTICLE XI.	THE TRUSTEE			74
SECTION 11.01		Duties of Trustee		74
SECTION 11.02		Certain Matters Affecting the Trustee		77
SECTION 11.03		Trustee Not Liable for Recitals in Certificates		78
SECTION 11.04		Trustee May Own Investor Certificates		78
SECTION 11.05		The Master Servicer to Pay Trustee’s Fees and Expenses		78
SECTION 11.06		Master Servicer and Servicer Indemnification of Trustee		78
SECTION 11.07		Eligibility Requirements for Trustee		79
SECTION 11.08		Resignation or Removal of Trustee		79
SECTION 11.09		Successor Trustee		80
SECTION 11.10		Merger or Consolidation of Trustee		80
SECTION 11.11		Appointment of Co-Trustee or Separate Trustee		81
SECTION 11.12		Tax Returns		82
SECTION 11.13		Trustee May Enforce Claims Without Possession of Certificates		82
SECTION 11.14		Suits for Enforcement		82
SECTION 11.15		Rights of Investor Certificateholders to Direct Trustee		83
SECTION 11.16		Representations and Warranties of Trustee		83
SECTION 11.17		Maintenance of Office or Agency		83
SECTION 11.18		Requests for Agreement		83
ARTICLE XII.	TERMINATION			84
SECTION 12.01		Termination of the Transferor’s Obligations; Termination of Trust		84
SECTION 12.02		Final Distribution with Respect to any Series		84
SECTION 12.03		The Transferor’s Termination Rights		86

-iii-

TABLE OF CONTENTS

(continued)

			Page
ARTICLE XIII.	MISCELLANEOUS PROVISIONS			86
SECTION 13.01		Amendment		86
SECTION 13.02		Protection of Right, Title and Interest to Trust		89
SECTION 13.03		Limitations on Rights of Investor Certificateholders		89
SECTION 13.04		Governing Law; Exclusive Forum		90
SECTION 13.05		Notices		91
SECTION 13.06		Rule 144A Information		91
SECTION 13.07		Severability of Provisions		91
SECTION 13.08		Assignment		91
SECTION 13.09		Investor Certificates Nonassessable and Fully Paid		91
SECTION 13.10		Further Assurances		92
SECTION 13.11		No Waiver; Cumulative Remedies		92
SECTION 13.12		Counterparts		92
SECTION 13.13		Third-Party Beneficiaries		92
SECTION 13.14		Actions by Investor Certificateholders		92
SECTION 13.15		Merger and Integration		92
SECTION 13.16		Nonpetition Covenant		93
SECTION 13.17		Headings		93
ARTICLE XIV.	COMPLIANCE WITH REGULATION AB			93
SECTION 14.01		Intent of the Parties; Reasonableness		93
SECTION 14.02		Additional Representations and Warranties of the Trustee		93
SECTION 14.03		Information to be Provided by the Trustee		94
SECTION 14.04		Trustee’s Report on Assessment of Compliance and Attestation		95
SECTION 14.05		Master Servicer, Servicer and Servicing Participant Reports on Assessment of Compliance and Attestation		96
SECTION 14.06		Use of Servicing Participants		97

-iv-

EXHIBITS

Exhibit A	-	Form of Assignment
Exhibit B	-	DISCOVER Service Mark
Exhibit C	-	Form of Reassignment
Exhibit D	-	Form of Transferor Certificate
Exhibit E	-	Form of Initial Report
Exhibit F	-	Form of Master Servicer’s Annual Certificate
Exhibit G	-	Form of Servicer’s Annual Certificate
Exhibit H	-	Form of Certificate with respect to U.S. Institutional Investors
Exhibit I	-	Form of Opinion of Counsel
Exhibit J	-	Form of Compliance Certificate
Exhibit K	-	Form of Trustee’s Litigation Certificate
Exhibit L	-	Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit M	-	Form of Annual Certification

SCHEDULE

Schedule 1 - List of Accounts (Omitted)

This THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of [            ], 20[    ] (the “Agreement”), by and between DISCOVER BANK, a Delaware banking corporation (formerly Greenwood Trust Company), as Master Servicer and Servicer (“Discover Bank”), DISCOVER FUNDING LLC, as Transferor (“Discover Funding”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (formerly First Bank National Association, successor trustee to Bank of America Illinois, formerly Continental Bank, National Association), as Trustee.

RECITALS

WHEREAS, Discover Bank and the Trustee are parties to that certain Second Amended and Restated Pooling and Servicing Agreement dated as of June 4, 2010, relating to the Discover Card Master Trust I (the “2010 Pooling and Servicing Agreement”), as amended by that certain First Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of October 18, 2011, between Discover Bank and the Trustee (the “First Amendment”), as further amended by that certain Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of October 3, 2014, between Discover Bank and the Trustee (the “Second Amendment” and, together with the First Amendment, the “Amendments”); and

WHEREAS, the parties desire to amend and restate in its entirety the 2010 Pooling and Servicing Agreement in order to, among other things, provide for the substitution of Discover Funding for Discover Bank, in its capacity as Seller under the 2010 Pooling and Servicing Agreement;

NOW THEREFORE, in consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the other parties and for the benefit of the Certificateholders:

ARTICLE I.

DEFINITIONS

SECTION 1.01 Definitions. Unless, with respect to a particular Series, a word or phrase is otherwise defined in the applicable Series Supplement, the following words and phrases shall have the following meanings:

“Account” shall mean each Initial Account and each Additional Account. No Account shall be a Charged-Off Account as of (i) the Account Selection Date, with respect to Accounts the Receivables of which are transferred to the Trust on the Initial Closing Date or (ii) the date an Account is selected for addition to the Trust, with respect to Accounts the Receivables under which are transferred to the Trust pursuant to an Assignment of Additional Accounts. Each Account shall be identified by account number on Schedule 1 hereto. The definition of an Account shall include a surviving credit account (a “Surviving Account”) in the event that (i) an Account or another credit account is combined with an Account pursuant to the Credit Guidelines for such Account (an “Account Combination”) and (ii) the Surviving Account of such Account Combination was an Account prior to such combination. The term “Account”

shall be deemed to refer to an Additional Account only from and after the Addition Date with respect thereto. The definition of Account shall not include any Account removed from the Trust pursuant to Section 2.11 hereof after it has been reassigned to the Holder of the Transferor Certificate.

“Account Combination” shall have the meaning set forth in the definition of “Account.”

“Account Selection Date” shall mean, for any Account transferred to the Trust on the Initial Closing Date, January 22, 1993, July 14, 1993 or September 22, 1993.

“Addition Date” shall mean each date as of which Additional Accounts are included as Accounts or Participation Interests are conveyed to the Trust pursuant to Section 2.10.

“Additional Account Cut-Off Date” shall mean, for any Additional Account, the date specified as such in the Assignment of Additional Accounts for such Additional Account.

“Additional Accounts” shall mean any credit card account that is designated as an Account under Section 2.10 and the related Assignment after the Amendment Closing Date and that is identified on Schedule 1 from and after the related Addition Date.

“Additional Funds” shall mean zero.

“Additional Originator” shall mean an affiliate of Discover Bank that is included in the same “affiliated group” as Discover Bank for United States federal tax purposes and that transfers Receivables in Additional Accounts to the Transferor pursuant to the Receivables Sale and Contribution Agreement.

“Adjustment” shall have the meaning set forth in Section 4.05.

“Aggregate Initial Investor Interest” shall mean at any time the sum of the Series Initial Investor Interests of all Series of Investor Certificates then issued and outstanding.

“Aggregate Invested Amount” shall mean at any time the sum of the Series Invested Amounts of all Series of Investor Certificates then issued and outstanding.

“Aggregate Investor Interest” shall mean at any time the sum of the Series Investor Interests of all Series of Investor Certificates then issued and outstanding.

“Aggregate Investor Percentage” shall mean at any time the sum of the applicable Series Percentages of all Series of Investor Certificates then issued and outstanding.

“Agreement” shall mean this Pooling and Servicing Agreement and all amendments hereof and Series Supplements hereto, including, with respect to any Series or Class, the related Series Supplement.

“Amendment Closing Date” shall mean [            ], 20[    ].

2

“Amortization Event” with respect to any Series shall mean any Amortization Event specified in Section 9.01 hereof or in the applicable Series Supplement.

“Applicable State” shall mean, (i) with respect to any Receivable, Interchange, or Originator, the state in which the applicable Originator is located, (ii) with respect to the Transferor, the state in which the Transferor is located, (iii) with respect to the Trustee, the state in which the Trustee is located and (iv) with respect to any Receivable being reassigned by the Trustee, the State in which the Trustee is located. Location of an entity with respect to the foregoing shall be determined in accordance with Section 9-307 of the UCC (or a comparable or successor provision thereto, however numbered) as in effect in the State of New York.

“Applicants” shall have the meaning set forth in Section 6.09.

“Assignment” shall mean any and all documents necessary to assign an interest in Additional Accounts, including an assignment substantially in the form of Exhibit A hereto.

“Authorized Newspaper” shall mean any newspaper or newspapers of general circulation in London, England printed in the English language (and, with respect to any Class or Series, if and so long as the Investor Certificates of such Class or Series are listed on the Luxembourg Stock Exchange and such exchange shall so require, in Luxembourg, printed in any language satisfying the requirements of such exchange) and customarily published on each business day at such place, whether or not published on Saturdays, Sundays or holidays.

“Book-Entry Certificates” with respect to any Series shall mean certificates evidencing a beneficial interest in the Investor Certificates of such Series, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 6.02; provided, that after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Certificates are to be issued to the Certificate Owners of such Series, such Certificates shall no longer be “Book-Entry Certificates.”

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in (v) New York, New York, (w) the County of New Castle, Delaware, (x) the city in which the Corporate Trust Office is located, (y) the city in which the principal executive offices of any Additional Originator is located or (z) the city in which the principal banking or executive offices of any Credit Enhancement Provider is located are authorized or obligated by law or executive order to be closed.

“Certificate” shall mean any certificated Transferor Certificate or any one of the Class A Certificates or the Class B Certificates.

“Certificate Interest” with respect to any Class of any Series shall have the meaning specified in the applicable Series Supplement.

“Certificate Owner” shall mean, with respect to a Book-Entry Certificate, the Person who is the owner of such Book-Entry Certificate, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

3

“Certificate Principal” with respect to any Class of any Series shall have the meaning specified in the applicable Series Supplement.

“Certificate Rate” with respect to any Class of any Series shall have the meaning specified in the applicable Series Supplement.

“Certificate Register” shall mean the register maintained pursuant to Section 6.04, providing for the registration of Registered Certificates and transfers and exchanges thereof.

“Certificateholder” or “Holder” shall mean an Investor Certificateholder, a Person in whose name a Certificate is registered in the Certificate Register or a Person in whose name ownership of the uncertificated Transferor Certificate is recorded in the books and records of the Trustee.

“Charged-Off Account” shall mean each Account with respect to which the Servicer has charged-off the Receivables in such Account as uncollectible.

“Charged-Off Amount” shall mean, with respect to any Trust Distribution Date, the aggregate amount of Receivables in Accounts that became Charged-Off Accounts in the related Due Period, less (i) the cumulative, uncollected amount previously billed by the Servicers to Accounts that became Charged-Off Accounts during the related Due Period with respect to finance charges, cash advance fees, annual membership fees, fees for transactions that exceed the credit limit on the Account, late payment charges and any other type of charges that the Servicer has designated as “Finance Charge Receivables” with respect to Accounts that are not Charged-Off Accounts and (ii) the full amount of any such Receivables that have been repurchased under Section 2.07(b).

“Class” shall mean with respect to any Series, all the Investor Certificates of such Series that are designated by the same letter of the alphabet, pursuant to the Series Supplement for such Series. Any Series of Investor Certificates may contain one or more Classes of Investor Certificates, as set forth in the relevant Series Supplement.

“Class Finance Charge Collections” with respect to any Class of any Series shall have the meaning specified in the applicable Series Supplement.

“Class Invested Amount” with respect to any Class of any Series shall have the meaning specified in the applicable Series Supplement.

“Class Investor Charged-Off Amount” with respect to any Class of any Series shall have the meaning specified in the applicable Series Supplement.

“Class Investor Interest” with respect to any Class of any Series shall have the meaning specified in the applicable Series Supplement.

“Class Percentage” with respect to any Class of any Series shall have the meaning specified in the applicable Series Supplement.

4

“Class Principal Collections” with respect to any Class of any Series shall have the meaning specified in the applicable Series Supplement.

“Clearing Agency” shall mean an organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.

“Clearing Agency Participant” shall mean a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Clearstream Banking” shall mean Clearstream International, an international clearing and settlement agency, and its divisions and successors.

“Collections” shall mean (i) all payments by or on behalf of an Obligor received by a Servicer in respect of Receivables in the form of cash, checks, wire transfers or other forms of payment in accordance with the relevant Credit Agreement in effect from time to time and all Recovered Amounts, and; (ii) amounts treated as Collections pursuant to Sections 2.07(b), 2.09(c), 3.01(c) and 4.05(b) of this Agreement and any amounts treated as Collections pursuant to the terms of any Series Supplement. A Collection processed on an Account in excess of the aggregate amount of Receivables in such Account shall be credited to such Account or refunded to the Obligor by the Servicer in accordance with its normal practice pursuant to Section 4.05(a). A Collection shall be deemed to have been received at the end of the day on the Date of Processing of such Collection.

“Collections Account” shall have the meaning specified in Section 4.02(a).

“Commission” shall mean the United States Securities and Exchange Commission.

“Common Depositary” with respect to any Series, if applicable, shall mean the Person specified in the applicable Series Supplement, in its capacity as common depositary for the respective accounts of Clearstream Banking and Euroclear.

“Corporate Trust Office” shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at 190 S. LaSalle Street, Chicago, Illinois 60603, Attention: Corporate Trust Department.

“Credit Agreement” shall mean, with respect to an Account, the contract governing such Account.

“Credit Enhancement” with respect to any Series shall have the meaning specified in the applicable Series Supplement.

“Credit Enhancement Provider” with respect to any Series shall have the meaning specified in the applicable Series Supplement.

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“Credit Guidelines” shall mean, with respect to any Account, the policies and procedures relating to the operation of such Account and similar accounts administered by the Servicer of such Account, including, without limitation, the written policies and procedures and the exercise of judgment by employees of the Servicer with respect to such accounts in accordance with such Servicer’s normal practice for determining the creditworthiness of customers holding such accounts, the extension of credit to customers, and relating to the maintenance of such accounts and the collection of receivables with respect to such accounts, as such policies and procedures may be amended from time to time by the Servicer of such accounts, as such policies and procedures may be implemented by any Person to whom such Servicer has delegated any of its duties pursuant to Section 8.06.

“Cut-Off Date” shall mean October 1, 1993.

“Date of Processing” with respect to any transaction shall mean the date on which such transaction is first recorded on the cardmember master file of the accounts maintained by or on behalf of the relevant Servicer (without regard to the effective date of such recordation).

“Debtor Relief Law” means (a) the United States Bankruptcy Code, (b) the Federal Deposit Insurance Act and (c) all other insolvency, bankruptcy, conservatorship, receivership, liquidation, reorganization or other debtor relief laws affecting the rights of creditors generally.

“Deficit Accumulation Amount” with respect to any Series, if applicable, shall have the meaning specified in the Series Supplement for such Series.

“Deficit Liquidation Amount” with respect to any Series, if applicable, shall have the meaning specified in the Series Supplement for such Series.

“Definitive Certificates” shall have the meaning specified in Section 6.02.

“Delinquency Percentage” means for each Distribution Date and the related Due Period is an amount (expressed as a percentage) equal to the ratio of (i) the aggregate balance of all 60-Day Delinquent Receivables as of the last day of Due Period immediately preceding such Distribution Date to (ii) the amount of Receivables as of the last day of Due Period immediately preceding such Distribution Date.

“Depository Agreement” with respect to any Series, if applicable, shall mean the agreement, dated the Series Closing Date for such Series, among the Transferor, the Trustee and the initial Clearing Agency providing for the delivery and transfer of Book-Entry Certificates for such Series.

“Discover Bank” shall mean Discover Bank and its successors and assigns.

“Discover Card”, when used to modify the term “account,” shall mean that access to such account is afforded by, among other means, a card bearing on its face the DISCOVER service mark (a copy of which is attached hereto as Exhibit B or, if the use of such service mark is suspended and another service mark is substituted therefor, a card bearing such substitute service mark).

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“Discover Card Account” shall mean a Discover Card account established pursuant to a Credit Agreement between Discover Bank and any Person.

“Distribution Date” with respect to any Series shall have the meaning specified in the Series Supplement for such Series.

“Due Period” shall mean, with respect to any Trust Distribution Date or Distribution Date, the calendar month next preceding the calendar month in which such Trust Distribution Date or Distribution Date occurs.

“Eligible Receivable” shall mean each Receivable:

(a) which is payable in United States dollars;

(b) which was created in compliance, in all material respects, with all Requirements of Law applicable to the applicable Originator and the Servicer with respect to such Receivable, and pursuant to a Credit Agreement that complies, in all material respects, with all Requirements of Law applicable to the applicable Originator and Servicer;

(c) as to which, (i) at the time of the creation of such Receivable, the applicable Originator with respect to such Receivable had good and marketable title thereto free and clear of all Liens arising under or through such Originator, (ii) at the time of the conveyance of such Receivable to the Transferor pursuant to the Receivables Sale and Contribution Agreement, the applicable Originator had, or the Transferor will have, good and marketable title thereto free and clear of all Liens arising under or through such Originator and (iii) at the time of the conveyance of such Receivable to the Trust, the Transferor had, or the Trust will have, good and marketable title thereto free and clear of all Liens arising under or through the Transferor; and

(d) which constitutes an “account” under and as defined in Article 9 of the UCC as then in effect in the Applicable State with respect to such Receivable.

“Euroclear” shall mean Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the Euroclear System, and any successor thereto.

“Exchange Act” shall mean the Securities Act of 1934, as amended.

“Exchange Date,” with respect to any Series or Class, the Investor Certificates of which are represented upon initial issuance by a Global Certificate, shall mean the first day following the expiration of 40 days after the later of (i) the Series Closing Date or (ii) the first date on which such Investor Certificates are offered to persons other than any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of such Investor Certificates, as determined by the Manager.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date hereof (or any amended or successor provisions that are substantially similar), any current or future regulations or official interpretations thereunder or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue

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Code, any published intergovernmental agreement entered into in connection with the implementation the foregoing and any fiscal or regulatory legislation, rules or official practices adopted pursuant to such published intergovernmental agreement.

“FATCA Withholding Tax” means any withholding or deduction required pursuant to FATCA.

“FDIC” shall mean the Federal Deposit Insurance Corporation acting through either the Savings Association Insurance Fund or the Bank Insurance Fund.

“Final Trust Termination Date” shall mean the expiration of 21 years from the death of the last survivor of Queen Elizabeth II of the United Kingdom of Great Britain and her descendants living on October 1, 1993.

“Finance Charge Collections” with respect to any Due Period shall mean the sum of (a) the lesser of the aggregate amount of Finance Charge Receivables for the preceding Due Period or Collections actually received in such Due Period and (b) all Recovered Amounts received during such Due Period.

“Finance Charge Receivables” with respect to any Account for any Due Period shall mean the net amount billed by the Servicer during such Due Period as finance charges on such Account and cash advance fees, annual membership fees, fees for transactions that exceed the credit limit on such Account, late payment charges billed during such Due Period to such Account and any other charges that the Servicer may designate as “Finance Charge Receivables” from time to time (provided that the Servicer shall not designate amounts owing for the payment of goods and services or cash advances as “Finance Charge Receivables”), less, in the event that such Account becomes a Charged-Off Account during such Due Period, the cumulative, uncollected amount previously billed by the Servicer to such Account as finance charges, cash advance fees, annual membership fees, if any, fees for transactions that exceed the credit limit on such Account, late payment charges and any other type of charges that the Servicer has designated as “Finance Charge Receivables” with respect to Accounts that are not Charged-Off Accounts.

“Fixed Principal Allocation Event” with respect to any Series shall have the meaning specified in the Series Supplement for such Series.

“Fractional Undivided Interest” shall mean the fractional undivided interest in the Trust evidenced by an Investor Certificate expressed as a portion of the Aggregate Invested Amount.

“Governmental Authority” shall mean the United States of America, any state or other political subdivision thereof.

“Group” shall mean, collectively, at any time, the one or more Series of Investor Certificates designated as part of the same Group at such time, whether by the Series Supplements establishing such Series or pursuant to Section 4.06. The Trustee shall designate a related Group Collections Account pursuant to Section 4.02(a) for each Group so established.

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“Group Collections Account” shall have the meaning specified in Section 4.02(a).

“Holder of the Transferor Certificate” shall mean, at any specified time, the holder or owner of the Transferor Certificate. The Holder of the Transferor Certificate on the date of this Agreement shall be Discover Funding.

“Ineligible Receivable” shall have the meaning specified in Section 2.07(b).

“Initial Closing Date” shall mean October 27, 1993.

“Initial Account” shall mean each Discover Card account that was designated as an Account under the 2010 Pooling and Servicing Agreement and that is identified on the Account Schedule from and after the Amendment Closing Date.

“Interchange” for any Distribution Date shall mean all Interchange (as defined in the Receivables Sale and Contribution Agreement) that is allocable to the Receivables transferred by the Transferor to the Trust with respect to such Distribution Date.

“Interchange Series” shall mean all Series that indicate in the Series Term Sheet of their applicable Series Supplement that they are Interchange Series. Any Series that includes provisions for an “Interchange Series Trigger Date” in its Series Term Sheet shall be an Interchange Series for any specified purpose prior to such Interchange Series Trigger Date and an Interchange Series for all purposes following such Interchange Series Trigger Date.

“Interest Payment Date” with respect to any Series shall mean the dates specified as such in the applicable Series Supplement.

“Internal Revenue Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time.

“Investor Accounts” shall mean the Collections Account, the Group Collections Accounts and any other segregated trust accounts specified as Investor Accounts in any Series Supplement.

“Investor Certificateholder” shall mean the Person in whose name a Registered Certificate is registered in the Certificate Register.

“Investor Certificates” shall mean any one of the certificates (including Registered Certificates or any Global Certificate, as applicable) executed by Discover Funding as the Holder of the Transferor Certificate and authenticated by or on behalf of the Trustee, other than the Transferor Certificate.

“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.

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“Manager” shall mean the lead manager, manager or co-manager or Person performing a similar function with respect to an offering of Definitive Euro-Certificates.

“Master Servicer” shall mean initially Discover Bank and thereafter any Person appointed as the successor Master Servicer as herein provided.

“Master Servicer Termination Event” shall have the meaning set forth in Section 10.01.

“Master Servicing Agreement” shall mean, if applicable, the agreement entered into by Discover Bank, as Master Servicer and Servicer, and any additional or successor Servicer or Servicers pursuant to Section 3.02(d) hereof, as such agreement may be amended or supplemented from time to time.

“Minimum Principal Receivables Balance” shall mean, on any date of determination, an amount equal to the sum of the Series Minimum Principal Receivables Balances for each Series then outstanding.

“Monthly Servicing Fee” shall have the meaning set forth in Section 3.03.

“Moody’s” shall mean Moody’s Investors Service Inc., and any successor thereto.

“New Issuance” shall have the meaning set forth in Section 6.06.

“Obligations” shall have the meaning specified in Section 2.08.

“Obligor” shall mean with respect to any Account, the Person or Persons obligated to make payments with respect to such Account, including any guarantor thereof.

“Officer’s Certificate” shall mean a certificate signed by a Vice President (or an officer holding an office with equivalent or more senior responsibilities or, in the case of each Master Servicer or any Servicer, a Servicing Officer and, in the case of the Transferor, any executive of the Transferor designated in writing by a Vice President of the Transferor for this purpose) of the Transferor, the Master Servicer or any Servicer or any Successor Master Servicer or Successor Servicer, as the case may be, and delivered to the Trustee.

“Opinion of Counsel” shall mean a written opinion of counsel, who may be counsel for or an employee of the Transferor or Discover Bank or any of their affiliates.

“Originator” means Discover Bank or an Additional Originator under the Receivables Sale and Contribution Agreement.

“Participation Interests” shall have the meaning specified in Section 2.10(a).

“Paying Agent” shall mean any paying agent appointed pursuant to Section 6.08 and shall initially be the Corporate Trust Office of the Trustee.

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“Payment Date” shall mean any Interest Payment Date, any Principal Payment Date, if applicable, and any Special Payment Date.

“Permitted Investments” shall mean

(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 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 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 Trust or the 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 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 Trustee as held for the benefit of the Trust or the Certificateholders, 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 their 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 which will not result in the rating of any Class of any Series then outstanding to be withdrawn or lowered below the Required Rating, as confirmed in writing by the applicable Rating Agency

(d) a guaranteed investment contract (guaranteed as to timely payment), the terms of which meet the criteria of the Rating Agencies and with an entity whose credit standards meet the criteria of the Rating Agencies necessary to preserve the rating of each Class of each Series then outstanding; and

(e) repurchase agreements transacted with either

(i) an entity subject to the United States federal bankruptcy code, provided that (A) the term of the repurchase agreement is consistent with the requirements set forth in Section 4.02(c) with regard to the maturity of Permitted

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Investments or is due on demand, (B) the Trustee or a third party acting solely as agent for the Trustee has possession of the collateral, (C) as evidenced by a certificate of a Servicing Officer of the Master Servicer delivered to the Trustee, the Trustee on behalf of the Trust has a perfected first priority security interest in the collateral, (D) the market value of the collateral is maintained at the requisite collateral percentage of the obligation in accordance with the standards of the Rating Agencies, (E) the failure to maintain the requisite collateral level will obligate the Trustee to liquidate the collateral immediately, (F) the securities subject to the repurchase agreement are either obligations of, or fully guaranteed as to principal and interest by, the United States of America or an agency thereof, certificates of deposit or bankers acceptances and (G) as evidenced by a certificate of a Servicing Officer of the Master Servicer delivered to the Trustee, the securities subject to the repurchase agreement are free and clear of any third party lien or claim; or

(ii) a financial institution insured by the FDIC, or any broker-dealer with “retail customers” that is under the jurisdiction of the Securities Investors Protection Corp. (“SIPC”), provided that (A) the market value of the collateral is maintained at the requisite collateral percentage of the obligation in accordance with the standards of the Rating Agencies, (B) the Trustee or a third party acting solely as agent for the Trustee has possession of the collateral, (C) as evidenced by a certificate of a Servicing Officer of the Master Servicer delivered to the Trustee, the Trustee on behalf of the Trust has a perfected first priority security interest in the collateral, (D) as evidenced by a certificate of a Servicing Officer of the Master Servicer delivered to the Trustee, the collateral is free and clear of third party liens; and, in the case of an SIPC broker, was not acquired pursuant to a repurchase or reverse repurchase agreement and (E) failure to maintain the requisite collateral percentage will obligate the Trustee to liquidate the collateral;

provided, however, that at the time of the Trust’s investment or contractual commitment to invest in any such repurchase agreement, the short-term deposits or commercial paper rating or, in the absence of a rating on the short-term deposits or commercial paper of such entity or institution, the long-term unsecured debt obligations of such entity or institution shall have a credit rating not lower than the Highest Rating. 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 the rating of any Class of any Series then outstanding to be withdrawn or lowered below the Required Rating, as confirmed in writing by the applicable Rating Agency.

“Person” shall mean an individual, a partnership or a Corporation. The term “Corporation” for the purposes of the preceding sentence only shall mean a corporation, joint stock company, business trust or other similar association.

“Principal Collections” shall mean, with respect to any Due Period, all Collections other than Finance Charge Collections.

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“Principal Payment Date” with respect to any Series shall mean, if applicable, the dates specified as such in the applicable Series Supplement.

“Principal Receivable” shall mean each Receivable other than Finance Charge Receivables. Any Principal Receivables that the Transferor is unable to convey to the Trust as provided in Section 2.09(c) shall not be included in calculating the aggregate amount of Principal Receivables.

“Qualified Institution” shall mean a depository institution organized under the laws of the United States of America or any one of the states thereof which at all times has a short-term certificate of deposit rating of A-1/P-1 or better by the Rating Agencies and whose deposits are insured by the FDIC; provided, however, if such depository institution is expected to hold deposits for more than 30 days, such depository institution shall also at all times have a long-term unsecured debt rating of AA- by Standard & Poor’s. If any institution holding trust accounts shall cease be a Qualified Institution, each such account shall promptly (and in any case within not more than 10 calendar days) be moved to a Qualified Institution or to one or more segregated trust accounts in the trust department of such institution, if permitted. Trust accounts shall not be evidenced by certificates of deposit, passbooks, or other instruments.

“Rating Agency” shall mean any nationally recognized statistical rating organization hired by the Transferor or an Affiliate to rate any security issued under a Securitization Transaction.

“Reassignment” shall mean any and all documents necessary to reassign an interest in specified Accounts, including a reassignment substantially in the form of Exhibit C hereto.

“Receivable” shall mean any amount owing by the Obligor under an Account from time to time, including, without limitation, amounts owing for the payment of goods and services, cash advances, finance charges and other charges, if any, and shall include, to the extent necessary to collect such amount or enforce the related obligation, the contract under which the obligation to pay such amount arose. A Receivable shall be deemed to have been created at the end of the day on the Date of Processing of such Receivable. A Receivable shall not include any amount owing under a Charged-Off Account or an Account in which the Receivables have been repurchased pursuant to Section 2.07(b). Reference herein to a “receivable” shall include any amount owing by an Obligor under a Charged-Off Account or an Account in which the Receivables have been repurchased pursuant to Section 2.07(b).

“Receivable Repurchase Event” shall have the meaning specified in Section 2.07(a).

“Receivables Sale and Contribution Agreement” shall mean that certain Receivables Sale and Contribution Agreement, dated as of [            ], 20[    ], between Discover Bank and Discover Funding.

“Record Date” for any Distribution Date shall mean the last day of the preceding calendar month.

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“Recovered Amounts” shall mean all amounts received with respect to receivables in Charged-Off Accounts including without limitation all proceeds from sales of such receivables pursuant to Section 3.02(b).

“Registered Certificateholder” shall mean the Holder of a Registered Certificate.

“Registered Certificate” shall have the meaning specified in Section 6.01.

“Regulation AB” shall mean 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 (January 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Regulatory Requirements” shall have the meaning set forth in Section 7.05.

“Removal Date” shall have the meaning set forth in Section 2.11.

“Removal Notice Date” shall mean a date on or prior to the fifth Business Day prior to a Removal Date.

“Removed Accounts” shall have the meaning set forth in Section 2.11.

“Removed Interchange” shall have the meaning set forth in Section 2.11(a).

“Required Daily Deposit” with respect to each Servicer with respect to any day for any Series then outstanding shall have the meaning set forth in the applicable Series Supplement.

“Required Rating” means, with respect to any Class or Series, the Required Rating (if any) for such Class or Series as set forth in the related Series Supplement for such Class or Series.

“Requirements of Law” for any Person shall mean the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any requirement of any law, rule or regulation or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System); provided, however, that any such requirement shall not be deemed a Requirement of Law if the enforcement of such requirement would not have a material adverse effect upon the collectibility of the Receivables taken as a whole.

“Responsible Officer” shall mean the Chairman or any Vice Chairman of the Board of Directors or Trustees of the Trustee, the Chairman or Vice Chairman of the Executive or Standing Committee of the Board of Directors or Trustees of the Trustee, the President, any Executive Vice President, Senior Vice President, Vice President, the Secretary, any Assistant

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Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant or Deputy Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any Assistant Controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers 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” shall have the meaning specified in Section 14.04(c).

“Schedule 1” shall mean the computer file, hard copy or microfiche list delivered to the Trustee pursuant to Section 2.01(b) hereof (as such computer file, hard copy or microfiche list may be amended from time to time) which shall contain a true and complete list of all Accounts conveyed to the Trust identified by account number and shall identify the originator of each Account and the amount of Finance Charge Receivables and Principal Receivables in such Account as of the Cut-Off Date or the Additional Account Cut-Off Date, as applicable.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securitization Transaction” shall mean any New Issuance, whether publicly offered or privately placed, rated or unrated.

“Seller,” shall mean Discover Bank, in its capacity as Seller under the 2010 Pooling and Servicing Agreement.

“Series” shall mean any of the Series of Investor Certificates created pursuant to Section 6.06.

“Series Closing Date” with respect to any Series shall mean the day the Investor Certificates of such Series are initially issued, including the day the Global Certificate is issued, if applicable.

“Series Cut-Off Date” with respect to any Series of Investor Certificates shall mean the last day of the Due Period occurring in the month specified in the applicable Series Supplement.

“Series Distribution Account” with respect to any Series shall have the meaning specified in the applicable Series Supplement.

“Series Finance Charge Collections” with respect to any Series for any specified period of time shall have the meaning set forth in the applicable Series Supplement.

“Series Initial Investor Interest” with respect to any Series shall mean the amount specified as the Series Initial Investor Interest in the applicable Series Supplement.

“Series Interchange” shall have the meaning set forth in the applicable Series Supplement for each Interchange Series.

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“Series Interest Funding Account” with respect to any Series shall have the meaning specified in the applicable Series Supplement.

“Series Invested Amount” with respect to any Series, with respect to any Distribution Date with respect to such Series, shall have the meaning set forth in the applicable Series Supplement.

“Series Investor Interest” with respect to any Series, with respect to any Distribution Date with respect to such Series, shall have the meaning set forth in the applicable Series Supplement.

“Series Minimum Principal Receivables Balance” with respect to any Series shall have the meaning specified in the applicable Series Supplement.

“Series Percentage” with respect to any Series shall have the meaning specified in the applicable Series Supplement.

“Series Principal Collections” with respect to any Series for any specified period of time shall have the meaning set forth in the applicable Series Supplement.

“Series Principal Funding Account” with respect to any Series shall have the meaning specified in the applicable Series Supplement.

“Series Repurchase Event” shall have the meaning specified in Section 2.06(a).

“Series Supplement” shall mean a supplement to this Agreement complying with the terms of Section 6.06.

“Series Termination Date” with respect to any Series shall mean the date specified as such in the applicable Series Supplement.

“Series Termination Proceeds” shall have the meaning set forth in Section 12.02(c).

“Servicer” shall mean initially (i) with respect to Discover Card Accounts, Discover Bank and (ii) with respect to any other Accounts, the Person who is designated as the Servicer with respect to such Accounts in the Assignment of Additional Accounts relating to such Accounts; and thereafter any Person appointed as a Successor Servicer to any such Servicer, as provided in Section 10.03. The term “Servicer” when used in this Agreement or any Series Supplement to refer to actions to be taken with respect to any Accounts, shall refer to one or more Servicers, as applicable, and to any particular Servicer only with respect to Accounts serviced by such Servicer.

“Servicer Payment Date” means the 15^th day of each calendar month (or if such day is not a Business Day, the next succeeding Business Day).

“Servicer Termination Event” shall have the meaning specified in Section 10.02.

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

“Servicing Officer” shall mean any employee of the Master Servicer or of any Servicer, as applicable, involved in, or responsible for, the administration and servicing of the Receivables whose name appears on a list of servicing officers furnished to the Trustee by the Master Servicer and each Servicer, as such lists may from time to time be amended.

“Servicing Participant” shall mean any Person who is responsible for any Servicing Criteria and who is required pursuant to Item 1122(d) of Regulation AB to provide an assessment of compliance therefore. For the avoidance of doubt, the term “Servicing Participant” shall not include the Trustee, the Master Servicer or Discover Bank, as Servicer, as Regulation AB compliance matters with respect to such entities are independently addressed in this Agreement.

“Special Payment Date” with respect to any Series shall have the meaning specified in the applicable Series Supplement.

“Standard & Poor’s” shall mean Standard & Poor’s Ratings Service, a division of McGraw-Hill, Inc., and any successor thereto.

“Successor Master Servicer” shall have the meaning specified in Section 10.03.

“Successor Servicer” shall have the meaning specified in Section 10.03.

“Tax Information” means information and/or properly completed and signed tax certifications sufficient to eliminate the imposition of or to determine the amount of any withholding of tax, including FATCA Withholding Tax.

“Termination Notice” shall have the meaning specified in Sections 10.01 and 10.02.

“Transfer Agent” shall have the meaning specified in Section 6.04(a) and initially shall be the Trustee and any co-transfer agent chosen by the Transfer Agent and acceptable to the Trustee and the Holder of the Transferor Certificate, including, if and so long as any Class of any Series is listed on the Luxembourg Stock Exchange and such exchange shall so require, a co-transfer agent in Luxembourg. Any reference in this Agreement or a Series Supplement to the Transfer Agent shall include any co-transfer agent unless the context requires otherwise.

“Transferor LLC Agreement” shall mean the limited liability company agreement of Discover Funding, dated as of May 18, 2015.

“Transferor Certificate” shall mean (i) if the holder elects to evidence its fractional undivided interest in the Trust in certificated form pursuant to Section 6.01 hereof, the certificate executed by Discover Funding as the Holder of the Transferor Certificate and authenticated by the Trustee, substantially in the form of Exhibit D hereto, or (ii) an uncertificated fractional undivided interest in the Trust as evidenced by a recording in the books and records of the Trustee including the right to receive the Collections and other amounts to be paid to the Holder of the Transferor Certificate at the times and in the amounts specified herein and in any series supplement hereto which may be in effect from time to time.

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“Transferor Interest” shall mean, with respect to any Trust Distribution Date or Distribution Date, the aggregate amount of Principal Receivables in the Trust at the end of the related Due Period minus the Aggregate Investor Interest at the end of such day; provided, however, that, except for purposes of determining whether Discover Funding as the Holder of the Transferor Certificate shall make a deposit pursuant to the fourth sentence of Section 2.07(b), the Transferor Interest shall in no event be less than zero.

“Transferor Percentage” shall mean, on any date of determination, with respect to any specified category, an amount equal to 100% of such category minus the applicable Aggregate Investor Percentage.

“Transferor Servicing Fee” shall have the meaning set forth in Section 3.03.

“Trust” shall mean the trust created by this Agreement, the corpus of which shall consist of the Receivables existing as of the Cut-Off Date or thereafter created and all monies due or to become due with respect thereto, Interchange arising on or after November 1, 2004, all proceeds (as defined in Section 9-102(64) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State with respect to each such Receivable or such Interchange) of the Receivables and Interchange, such funds as from time to time are deposited in the Investor Accounts and the benefits of any Credit Enhancement with respect to any Series then outstanding.

“Trust’s Annual Report Date” shall have the meaning specified in Section 3.07(a).

“Trust’s Transition Report Date” shall have the meaning specified in Section 3.07(a).

“Trustee” shall mean the institution executing this Agreement as Trustee, or its successor in interest, or any successor trustee appointed as herein provided.

“Trust Distribution Date” shall mean November 10, 1993 and the tenth day of each calendar month thereafter, or, if such tenth day is not a Business Day, the next succeeding Business Day.

“Trust Portfolio Repurchase Event” shall have the meaning specified in Section 2.05(a).

“UCC” shall mean the Uniform Commercial Code, as amended from time to time, as in effect in any specified jurisdiction.

SECTION 1.02 Other Definitional Provisions.

(a) The term “include” introduces a nonexhaustive list. A reference to any law is to that law as amended or supplemented to the applicable time. A reference to any agreement, document, policy, or procedure is to that agreement, document, policy, or procedure

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as may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time. A reference to any Person includes that Person’s successors and permitted assigns.

(b) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(c) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles in effect on the date hereof. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

ARTICLE II.

CONVEYANCE OF RECEIVABLES; ISSUANCE OF INVESTOR CERTIFICATES

SECTION 2.01 Conveyance of Receivables.

(a) The Transferor hereby sells, transfers, assigns and otherwise conveys to the Trust for the benefit of the Certificateholders, without recourse, all right, title and interest of the Transferor in and to the Receivables existing as of the Amendment Closing Date and thereafter created (which become the property of the Trust on a daily basis as they arise), all monies due or to become due with respect thereto, and all proceeds (as defined in Section 9-102(a)(64) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the State of Delaware) of such Receivables. Additionally, the Transferor hereby sells, transfers, assigns and otherwise conveys to the Trust for the benefit of the Certificateholders, without recourse, all right title and interest of the Transferor in and to the Interchange for each Distribution Date and all proceeds (as defined in Section 9-102(a)(64) of the UCC as in effect in the State of Delaware or a comparable or successor provision thereto, however numbered) of such Interchange. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust for the benefit of the Certificateholders, without recourse, all of the Transferor’s rights, remedies, powers, privileges and claims under or with respect to the Receivables Sale and Contribution Agreement (whether arising pursuant to the terms of the Receivables Sale and Contribution Agreement or otherwise available to the Transferor at law or in equity). The Transferor intends such sale, transfer, assignment and conveyance to be an absolute transfer of such property. However, because, and only because, of the possibility that such sale, transfer, assignment or conveyance may be deemed to be a pledge of such property, the Transferor does hereby grant to the Trust, for the benefit of the Certificateholders, a security interest in such property.

(b) In connection with such sale, the Transferor further agrees, at its own expense, on or prior to (A) the Amendment Closing Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts to (i) indicate in its books and records (including any appropriate computer files) that Receivables created in connection with the Accounts have been sold to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) deliver Schedule 1 to the Trustee.

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(c) The Accounts (and only the Accounts) shall be identified with a “41”, “42”, “341”, or “342” in the field captioned “SECURED_POOL_NBR”; provided, however, that the Transferor may instruct or authorize a change of the number used to identify any of the Accounts, or the caption of the field if the Transferor records and files, at its own expense, any amendment to any financing statements with respect to the Receivables then existing and thereafter created as is necessary to preserve the perfection of the security interest in such Receivables to the Trust after giving effect to such change, and shall deliver a file-stamped copy of such amendment or other evidence of such filing to the Trustee on or prior to the date of any such change.

(d) By executing this Agreement and the Receivables Sale and Contribution Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Discover Bank, in its capacity as “Seller” under the 2010 Pooling and Servicing Agreement. Without limiting the foregoing, the parties hereto acknowledge and agree as follows:

(i) Any transfer, assignment or other conveyance by Discover Bank to the Transferor of assets under the Receivables Sale and Contribution Agreement or under any Transaction Document shall be subject to any rights in such assets granted by Discover Bank, as “Seller” under the 2010 Pooling and Servicing Agreement, to the Trustee pursuant to the 2010 Pooling and Servicing Agreement;

(ii) The trust created by and maintained under the 2010 Pooling and Servicing Agreement shall continue to exist and be maintained under this Agreement;

(iii) All series of investor certificates issued under the 2010 Pooling and Servicing Agreement shall constitute Series issued and outstanding under this Agreement, and any supplement executed in connection with such series shall constitute a Supplement executed hereunder;

(iv) All references to the 2010 Pooling and Servicing Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Discover Bank in its capacity as the “Seller” of receivables and related assets under the 2010 Pooling and Servicing Agreement shall be deemed to include reference to the Transferor in such capacity hereunder;

(v) Subject to clause (vii) below, the Transferor hereby assumes and agrees to perform all obligations of Discover Bank, in its capacity as “Seller” (but not as “Master Servicer” or “Servicer”), under or in connection with the 2010 Pooling and Servicing Agreement (as amended and restated by this Agreement) and any supplements to the 2010 Pooling and Servicing Agreement;

(vi) To the extent this Agreement requires that certain actions are to be taken as of the Initial Closing Date or another date prior to the date hereof, Discover Bank’s execution of such action under the 2010 Pooling and Servicing Agreement shall constitute satisfaction of such requirement; and

(vii) All representations, warranties and covenants of Discover Bank, as Seller, made in the 2010 Pooling and Servicing Agreement and any Assignment with respect to Receivables transferred to the Trust prior to the Amendment Closing Date shall remain in full force and effect.

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SECTION 2.02 Authentication of Certificates. The Trustee shall, as of the Amendment Closing Date, cause a Transferor Certificate evidencing the entire ownership of the Trust to be duly authenticated and delivered to or upon the order of the Transferor pursuant to Section 6.03; provided, however, that such Transferor Certificate need not evidence the entire ownership of the Trust if one or more Series is issued as of the Initial Closing Date.

SECTION 2.03 Acceptance by the Trustee.

(a) The Trustee hereby undertakes to perform its obligations as set forth herein. Subject to Section 4.03(b), the Trustee on behalf of the Trust, with the consent of Discover Funding as the Holder of the Transferor Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereof. The Trustee hereby acknowledges its acceptance on behalf of the Trust of all right, title and interest previously held by the Transferor in and to the Receivables (or receivables in Charged-Off Accounts) existing as of the Cut-Off Date and thereafter created and Interchange conveyed by the Transferor pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Amendment Closing Date, the Transferor delivered to the Trustee Schedule 1 hereto with respect to the Initial Accounts pursuant to Section 2.01 hereof.

(b) The obligation of the Trustee to accept the Receivables shall be subject to the condition that the Transferor record and file, at its own expense, one or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State with respect to the Transferor) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Amendment Closing Date.

(c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by the Transferor pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Transferor as provided in Section 2.09(a), make all necessary disclosures in order to comply with

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the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Transferor to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Transferor with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee.

(d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this Agreement.

SECTION 2.04 Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust, in the case of subsections (a), (b), (f), (g) and (h) below, as of the date of this Agreement, and, in the case of subsections (c), (d) and (e) below, as of the dates specified therein, that:

(a) Organization, etc. The Transferor has been duly formed and is validly existing as a Delaware limited liability company, and has full limited liability power and authority to execute and deliver this Agreement and each Assignment of Receivables to be delivered by it and to perform the terms and provisions hereof and thereof.

(b) Due Authorization. The execution, delivery and performance of this Agreement by the Transferor have been, and each Assignment of Receivables to be delivered by it at the time of delivery will have been, duly authorized by all necessary limited liability company action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Formation or Limited Liability Company Agreement of the Transferor, and do not and will not conflict with or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property that is material to it, or to the best of the Transferor’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Agreement on the Amendment Closing Date is, and any Assignment of Receivables delivered by the Transferor at the time of delivery will be the valid, binding and enforceable obligations of the Transferor, 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.

(c) Accuracy of Information. All information heretofore furnished by the Transferor in writing to the Trustee for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Transferor in writing to the 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.

(d) Transfer of Receivables. As of the Initial Closing Date, each Receivable conveyed by Discover Bank to the Trust then existing on such date is an Eligible Receivable, except that the Transferor makes no representation or warranty with respect to the existence of any statutory or other non-consensual Liens with respect to the Receivables. In the case of Additional Accounts, (i) as of any applicable Addition Date occurring prior to the Amendment

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Closing Date, each Receivable conveyed by Discover Bank to the Trust then existing under such Additional Accounts, and (ii) as of any applicable Addition Date occurring on and after the Amendment Closing Date, each Receivable conveyed by the Transferor to the Trust then existing under such Additional Accounts, is an Eligible Receivable, except that the Transferor makes no representation or warranty with respect to the existence of any statutory or other non-consensual Liens with respect to the Receivables.

(e) Creation of Receivables. As of the date of the creation of any Receivable transferred to the Trust (i) by Discover Bank prior to the Amendment Closing Date and (ii) by the Transferor on and after the Amendment Closing Date, such Receivable is an Eligible Receivable, except that the Transferor makes no representation or warranty with respect to the existence of any statutory or other non-consensual Liens with respect to the Receivables.

(f) Selection of Accounts. The Accounts were not selected on any basis indicative of creditworthiness, except that on the date of selection of the Accounts, charged-off accounts were not included.

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

(h) Interchange. None of the Transferor, Discover Bank or Discover Financial Services, Inc. has or will have any right to reclaim Interchange from the Trust after it has been transferred to the Trust by the Transferor on the applicable Distribution Date.

The representations and warranties set forth in this Section 2.04 shall survive the transfer and assignment to the Trust of the Receivables transferred to the Trust by the Transferor.

SECTION 2.05 Trust Portfolio Repurchase Obligations of the Transferor.

(a) Trust Portfolio Repurchase Events. If, as of the Amendment Closing Date for clauses (i) through (vi) or, with respect to any Additional Accounts, as of any date on which there is an assignment of such Additional Accounts:

(i) this Agreement or the appropriate Assignment delivered after the Amendment Closing Date, as the case may be, does not constitute a legal, valid and binding obligation of the Transferor enforceable against the Transferor in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equity principles; or

(ii) this Agreement or the appropriate Assignment delivered after the Amendment Closing Date, as the case may be, constitutes a sale of the Receivables

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existing as of the Amendment Closing Date (or the Additional Account Cut-Off Date, as applicable) and thereafter created, and of all proceeds (as defined in the UCC as in effect in the Applicable State with respect to such Receivables) of such Receivables, but does not constitute a valid transfer and assignment to the Trust of all right, title and interest of the Transferor in and to such property, or such property will not be owned by the Trust free and clear of any Lien of any Person claiming through or under the Transferor; or

(iii) this Agreement or the appropriate Assignment delivered after the Amendment Closing Date, as the case may be, does not constitute a sale of such property, and it further does not constitute a grant of a security interest (as defined in the UCC as in effect in the Applicable State with respect to any Receivable) in such property to the Trust which is enforceable with respect to existing Receivables and the proceeds thereof upon execution and delivery of the Agreement or Assignment, and which will be enforceable with respect to such Receivables hereafter or thereafter created and the proceeds thereof upon such creation; or

(iv) this Agreement or the appropriate Assignment delivered after the Amendment Closing Date, as the case may be, constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statements described in Section 2.03(b) or the appropriate Assignment, as the case may be, and in the case of the Receivables hereafter created and proceeds thereof, upon such creation, and the Trust does not then have a first priority perfected security interest in such property except for statutory or other non-consensual liens; or

(v) the Transferor or a Person claiming through or under the Transferor has any claim to or interest in any of the Investor Accounts, other than (A) the interest of the Certificateholders and (B) if the Agreement or appropriate Assignment occurring after the Amendment Closing Date, as the case may be, constitutes the grant of a security interest in such property, the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the Applicable State with respect to any Receivable; or

(vi) any of the representations and warranties set forth in Section 2.04(a), (b) or (c) are not true and correct and such breach is not cured within 60 days of the earlier of (A) actual knowledge of such breach by the Transferor or (B) receipt by the Transferor and the Master Servicer of written notice of such breach by either the Trustee or the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Aggregate Invested Amount (and to the Trustee if given by the Investor Certificateholders); or

then a Trust Portfolio Repurchase Event shall have occurred. The Trustee shall have no duty to conduct any affirmative investigation for purposes of this Section 2.05(a).

(b) Repurchase of Trust Portfolio. If at any time a Trust Portfolio Repurchase Event shall have occurred and be continuing, either the Trustee or the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Aggregate Invested Amount, by notice then given in writing to the Transferor and the Master

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Servicer (and to the Trustee if given by the Investor Certificateholders), may direct Discover Funding as the Holder of the Transferor Certificate to purchase an amount of Principal Receivables (as specified below) within 60 days of such notice, or within such longer period as may be specified in such notice, and Discover Funding as the Holder of the Transferor Certificate shall be obligated to purchase such Receivables with respect to each Series then outstanding on or before the Distribution Date with respect to each such Series occurring within such period subject to the provisions of Section 2.08, on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, at any time during such period, such Trust Portfolio Repurchase Event shall not adversely affect in any material respect the interests of the Investor Certificateholders as a whole. In such case, (i) Discover Funding as the Holder of the Transferor Certificate shall deposit into each Series Distribution Account for each Series then outstanding on or before the Distribution Date with respect to such Series an amount equal to the purchase price for such Series, as set forth in the next sentence, and (ii) the Trustee shall, except in the case of a Trust Portfolio Repurchase Event caused by an Assignment of Additional Accounts, pay the amount on deposit in each Series Principal Funding Account with respect to Series Principal Collections to the Series Distribution Account with respect to each such Series on such Distribution Date, and the total amount deposited into the Series Distribution Account pursuant to clauses (i) and (ii) shall be distributed to the Investor Certificateholders pursuant to Section 12.02.

The purchase price with respect to each Series will be equal to (i) the Series Investor Interest on the Distribution Date with respect to such Series immediately preceding the date such deposit is made (after giving effect to any distributions made on such Distribution Date) plus (ii) all accrued but unpaid Certificate Interest on the outstanding amount of Investor Certificates of such Series to be so purchased through the date set for such purchase; provided, however, that if an assignment of Additional Accounts results in a Trust Portfolio Repurchase Event, only the Receivables of such Additional Accounts shall be repurchased at a price with respect to each Series equal to the product of (i) the Series Percentage with respect to Principal Receivables for the next following Distribution Date with respect to such Series and (ii) the amount of Receivables attributable to the Additional Accounts, and such purchase price shall be applied as Collections in respect of such Receivables in accordance with each applicable Series Supplement and deposited in the Group Collections Account relating to each Series. Payment of the purchase price and the amounts on deposit in the Collections Account with respect to the preceding Due Period shall be considered a prepayment in full of such Receivables. On each Distribution Date on which such amount is scheduled to be deposited, the Receivables to be so purchased and all the monies due or to become due with respect thereto and all proceeds of such Receivables (including, if applicable, all amounts on deposit in the Series Interest Funding Account for each Series) shall be released to Discover Funding as the Holder of the Transferor Certificate, and the Trustee shall execute and deliver such instruments of transfer or assignment including, without limitation, any document necessary to release the Trust’s security interest in such Receivables and to release any filing evidencing or perfecting such security interest, in each case without recourse, representation or warranty (except for the warranty that since the date of transfer by the Transferor under this Agreement the Trustee has not sold, transferred or encumbered any such Receivables or interest therein), as shall be reasonably requested by Discover Funding as the Holder of the Transferor Certificate to vest in Discover Funding as the Holder of the Transferor Certificate, or its designee or assignee, all right, title and interest of the Trust in and to such Receivables, all monies due or to become due with respect thereto and all proceeds of such Receivables.

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SECTION 2.06 Series Repurchase Obligations of the Transferor.

(a) Series Repurchase Event. If, as of the Series Closing Date with respect to any Series, the Series Supplement for such Series does not constitute a legal, valid and binding obligation of the Transferor enforceable against the Transferor in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equity principles, then a Series Repurchase Event shall have occurred. The Trustee shall have no duty to conduct any affirmative investigation for purposes of this Section 2.06(a).

(b) Repurchase of Series. If at any time a Series Repurchase Event shall have occurred and be continuing, either the Trustee or the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Series Invested Amount with respect to such Series, by notice then given in writing to the Transferor and the Master Servicer (and to the Trustee if given by the Investor Certificateholders of such Series), may direct Discover Funding as the Holder of the Transferor Certificate to purchase the Investor Certificates of such Series within 60 days of such notice, or within such longer period as may be specified in such notice, and Discover Funding as the Holder of the Transferor Certificate shall be obligated to purchase such Investor Certificates on a Distribution Date with respect to such Series occurring within such period, subject to the provisions of Section 2.08, on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, at any time during such period, such Series Repurchase Event shall not adversely affect in any material respect the interests of the Investor Certificateholders of such Series as a whole. In such case, on such Distribution Date, (i) Discover Funding as the Holder of the Transferor Certificate shall deposit into the Series Distribution Account an amount equal to the sum of (x) the Series Investor Interest on the Distribution Date with respect to such Series immediately preceding the date such deposit is made (after giving effect to any distributions made on such Distribution Date) and (y) all accrued but unpaid Certificate Interest on the outstanding amount of Investor Certificates to be so purchased through the date set for such purchase, and (ii) the Trustee shall pay the amount on deposit in the Series Principal Funding Account with respect to such Series to the Series Distribution Account with respect to such Series, and the total amount deposited into the Series Distribution Account pursuant to clauses (i) and (ii) shall be distributed to the Investor Certificateholders of such Series pursuant to Section 12.02.

SECTION 2.07 Repurchase Obligations of the Transferor Relating to Receivables.

(a) Receivable Repurchase Events. In the event that each Receivable that is transferred to the Trust is not, as of the time of such transfer, an Eligible Receivable and such event has a material adverse effect on the Certificateholders’ interest in the Receivables as a whole and is not cured within 60 days of the earlier of (i) actual knowledge of such event by the Transferor or (ii) receipt by the Transferor of written notice of any such event given by the Trustee, then a Receivable Repurchase Event shall have occurred. Upon receipt of actual knowledge of any such event, the Transferor shall deliver a written notice to such effect to the

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Rating Agencies and the Trustee. The determination of materiality pursuant to this Section 2.07(a) shall be made by an officer of the Master Servicer in his sole reasonable judgment. Notwithstanding the foregoing, if (a) the amount of Principal Receivables in the Trust at the end of the Due Period in which the Transferor obtained (i) actual knowledge of the transfer of a Receivable that is not an Eligible Receivable, or (ii) written notice of such a transfer from the Trustee, would be less than the Minimum Principal Receivables Balance if such Receivables were excluded from the amount of Principal Receivables used in such determination, and (b) Discover Bank’s short term debt rating from Standard & Poor’s is less than A-1, then a Receivables Repurchase Event shall automatically occur with respect to each such Receivable that was not an Eligible Receivable upon transfer and the Receivables in each Account to which such event relates shall be removed from the Trust in accordance with Section 2.07(b). The Trustee shall have no duty to conduct any affirmative investigation as to the eligibility of any Receivable for purposes of this Section 2.07(a) but shall provide written notice to the Transferor referred to in this Section 2.07(a) when directed by any Certificateholder.

(b) Purchase of Ineligible Receivables. If at any time a Receivable Repurchase Event shall have occurred and be continuing, Discover Funding as the Holder of the Transferor Certificate shall purchase all the Receivables in each Account in which there is any Receivable as to which such event relates (an “Ineligible Receivable”), subject to the provisions of Section 2.08, on the terms and conditions set forth below. Discover Funding as the Holder of the Transferor Certificate shall purchase all the Receivables in each Account with an Ineligible Receivable on the Trust Distribution Date related to the then current Due Period by directing the Master Servicer to deduct the amount of such Receivables which are Principal Receivables from the aggregate amount of Principal Receivables in the Trust. On and after the date of such repurchase, Receivables so purchased shall not be included in the calculation of any Series Percentage, the Transferor Percentage or the Transferor Interest. In the event that such an exclusion of Receivables from the calculation of the Transferor Interest would cause the Transferor Interest to be a negative number on the date of purchase of such Receivables, Discover Funding as the Holder of the Transferor Certificate shall make a deposit in the Collections Account in immediately available funds in an amount equal to the amount by which the Transferor Interest would be reduced below zero. Such deposit shall be considered a payment in full of such Receivables and shall be applied as Collections in respect of such Receivables in accordance with Section 4.03. Upon each such purchase of Receivables by Discover Funding as the Holder of the Transferor Certificate, the Trust shall automatically and without further action be deemed to sell, transfer, assign and otherwise convey to Discover Funding as the Holder of the Transferor Certificate without recourse, representation or warranty (except for the warranty that since the date of transfer by the Transferor under this Agreement the Trustee has not sold, transferred or encumbered any such Receivable or interest therein), all the right, title and interest of the Trust in and to such Receivables, all monies due or to become due with respect thereto, all proceeds thereof and all Receivables thereafter created in such Account. The Trustee shall execute such documents and instruments of transfer or assignment including, without limitation, any document necessary to release the Trust’s security interest in such Receivables and to release any filings evidencing or perfecting such security interest and take such other actions as shall reasonably be requested by Discover Funding as the Holder of the Transferor Certificate to effect the conveyance of such Receivables pursuant to this section. The obligation of Discover Funding as the Holder of the Transferor Certificate to purchase any Ineligible Receivables, and to make the deposits, if any, required to be made to the Collections

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Account as provided in this Section 2.07(b), shall constitute the sole remedy respecting the event giving rise to such obligation available to the Certificateholders (or the Trustee on behalf of the Certificateholders).

SECTION 2.08 [Reserved].

SECTION 2.09 Covenants of the Transferor. The Transferor hereby covenants that:

(a) Security Interests. Except for the conveyances hereunder, the Transferor will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable or any Interchange transferred to the Trust by the Transferor, whether existing as of the Amendment Closing Date or thereafter created, or any interest therein, and the Transferor shall defend the right, title, and interest of the Trust in, to and under such Receivables and such Interchange, whether now existing or hereafter created, against all claims of third parties claiming through or under the Transferor. The Transferor shall, if so requested by the Trustee, as agent for the Transferor, provide information to third parties (which information may be provided by the Transferor directly or through the Trustee) concerning the Accounts, the Receivables and the Interchange sufficient to comply with the UCC as in effect in the Applicable State.

(b) Enforcement of Receivables Sale and Contribution Agreement. The Transferor agrees to take all actions necessary and appropriate to enforce its rights and claims under the Receivables Sale and Contribution Agreement.

(c) Account Allocations. In the event that the Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of any governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction ordering that the Transferor not convey any additional Principal Receivables to the Trust) then, in any such event, the Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections with respect to Receivables that would have been Principal Receivables but for the inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables in the Trust on such date with respect to Principal Receivables transferred to the Trust by the Transferor); and the Transferor agrees to have such amounts applied as Collections in accordance with Section 4.03. If the Transferor is unable pursuant to any Requirement of Law to allocate payments on the Accounts as described above, the Transferor agrees that it shall, in any such event, allocate after such date payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account and to have such payments applied as Collections in accordance with Section 4.03. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the Trust by the Transferor shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Section 4.03.

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(d) Receivables and Interchange Not to be Evidenced by Promissory Notes. The Transferor will not take any action to cause any Receivable or any Interchange to be evidenced by any instrument (as defined in the UCC as in effect in the Applicable State with respect to the Transferor) except in connection with its enforcement or collection of an Account.

(e) Notice to Trustee. Promptly upon receipt of notice by any officer of the Transferor that any liens (other than those contemplated by this Agreement or any Assignment) have been placed on the Receivables, the Transferor shall notify the Trustee in writing of such liens.

(f) Separate Company Existence. The Transferor shall comply with Section 9(j)(iv) of the Transferor LLC Agreement.

SECTION 2.10 Addition of Accounts.

(a) Required Additions.

(i) In the event that the amount of Principal Receivables in the Trust at the end of any Due Period is less than the Minimum Principal Receivables Balance, Discover Funding as the Holder of the Transferor Certificate shall designate, effective no later than the commencement of the following Due Period, Additional Accounts to be included as Accounts, which may be credit accounts originated by Discover Bank or affiliates of Discover Bank, whether or not such accounts are Discover Card accounts, and shall transfer to the Trust (A) all receivables existing in such Additional Accounts on the date of designation, to be included as Receivables and (B) all receivables created in such Additional Accounts on and after the effective date of designation, and the corresponding portion of Interchange arising on and after the effective date of such designation, in each case subject to the conditions set forth in Section 2.10(b) or (c), as applicable, in a sufficient amount such that, after giving effect to such additions, the amount of Principal Receivables in the Trust is at least equal to the Minimum Principal Receivables Balance.

(ii) In lieu of, or in addition to, designating Additional Accounts pursuant to paragraph (i) above, Discover Funding as the Holder of the Transferor Certificate may, subject to the applicable conditions set forth in Section 2.10(d), convey to the Trust participations representing undivided interests in a pool of assets primarily consisting of receivables in revolving credit card accounts and collections thereon (“Participation Interests”). The addition of Participation Interests to the Trust pursuant to this Section 2.10 shall be effected by an amendment to this Agreement, dated the applicable Addition Date, pursuant to Section 13.01(a).

(b) Conditions to the Designation of Discover Card Accounts Originated by Discover Bank as Additional Accounts. Discover Funding as the Holder of the Transferor Certificate shall be permitted to designate Discover Card accounts originated by Discover Bank as “Additional Accounts” if the following conditions are satisfied on or prior to the Addition Date (except with respect to Section 2.10(b)(i), which shall be satisfied on or prior to the fifth Business Day following the Addition Date):

(i) the Transferor shall have delivered to the Trustee a written assignment (including an acceptance by the Trustee on behalf of the Trust for the benefit of the Certificateholders) in substantially the form of Exhibit A and a computer file, hard copy or microfiche list containing a true and complete list of all such Additional Accounts identified by account number, which computer file, hard copy or microfiche list shall be deemed to be an amendment to Schedule 1 hereto as of the date of such Assignment;

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(ii) the Servicer with respect to such Additional Accounts shall have delivered a certificate of a Servicing Officer confirming that the Additional Accounts were not selected on the basis of any selection criteria believed by such Servicer to be materially adverse to the interests of the Holders of any Class of any Series then outstanding or any Credit Enhancement Provider;

(iii) Discover Funding as the Holder of the Transferor Certificate shall have delivered to the Trustee an Opinion or Opinions of Counsel concerning the perfection of the Trust’s security interest in the Receivables in such Additional Accounts, and concerning insolvency and related matters with respect to such Receivables, that will not cause the rating of any Class of any Series then outstanding to be withdrawn or lowered below the Required Rating by any Rating Agency; and

(iv) Discover Funding as the Holder of the Transferor Certificate shall have delivered notice of such proposed assignment of Additional Accounts to the Rating Agencies, and Standard & Poor’s (and, in the event that the proposed assignment of Additional Accounts is not required pursuant to Section 2.10(a), Moody’s) shall have advised Discover Funding as the Holder of the Transferor Certificate that such assignment of Additional Accounts would not cause the rating of any Class of any Series then outstanding to be lowered or withdrawn below the Required Rating.

(c) Conditions to Designation of Additional Accounts, other than Discover Card Accounts Originated by Discover Bank. In addition to designations of Additional Accounts as described in Section 2.10(b), subject to the conditions set forth below, Discover Funding as the Holder of the Transferor Certificate shall be permitted to designate as Additional Accounts (x) credit accounts originated by Discover Bank which are not Discover Card accounts and/or (y) credit accounts originated by an affiliate of Discover Bank (an “Additional Originator”), which may or may not be Discover Card accounts. Discover Funding as the Holder of the Transferor Certificate shall be permitted to designate such accounts as Additional Accounts if the following conditions are satisfied on or prior to the Addition Date (except with respect to Section 2.10(c)(i), which shall be satisfied on or prior to the fifth Business Day following the Addition Date):

(i) the Transferor shall have delivered to the Trustee a written assignment (including an acceptance by the Trustee on behalf of the Trust for the benefit of the Certificateholders) in substantially the form of Exhibit A and a computer file, hard copy or microfiche list containing a true and complete list of all such Additional Accounts, identified by originator and account number, which computer file, hard copy or microfiche list shall be deemed to be an amendment to Schedule 1 hereto as of the date of such Assignment;

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(ii) the Servicer with respect to such Additional Accounts shall have delivered a certificate of a Servicing Officer confirming that such Additional Accounts were not selected on the basis of any selection criteria believed by such Servicer to be materially adverse to the interests of the Holders of any Class of any Series then outstanding or any Credit Enhancement Provider;

(iii) Discover Funding as the Holder of the Transferor Certificate shall have delivered to the Trustee an Opinion or Opinions of Counsel concerning the perfection of the Trust’s security interest in the Receivables in such Additional Accounts, and concerning insolvency and related matters with respect to such Receivables, that will not cause the rating of any Class of any Series then outstanding to be withdrawn or lowered below the Required Rating by any Rating Agency; and

(iv) Discover Funding as the Holder of the Transferor Certificate shall have delivered notice of such proposed assignment of Additional Accounts to the Rating Agencies and the Rating Agencies shall have advised Discover Funding as the Holder of the Transferor Certificate that such assignment of Additional Accounts would not cause the rating of any Class of any Series then outstanding to be lowered below the Required Rating or withdrawn.

(d) Conditions to Designation of Participation Interests. In addition to designations of Additional Accounts as described in Sections 2.10(b) and 2.10(c), subject to the conditions set forth below, Discover Funding as the Holder of the Transferor Certificate shall be permitted to convey to the Trust Participation Interests. Discover Funding as the Holder of the Transferor Certificate shall be permitted to convey such Participation Interests to the Trust if, on or prior to the Addition Date, the following conditions are satisfied:

(i) Discover Funding as the Holder of the Transferor Certificate shall have delivered a certificate stating that Discover Funding as the Holder of the Transferor Certificate reasonably believes that the addition of the Participation Interests will not be materially adverse to the interests of the Holders of any Class of any Series then outstanding or any Credit Enhancement Provider;

(ii) Discover Funding as the Holder of the Transferor Certificate shall have delivered to the Trustee an Opinion or Opinions of Counsel concerning the perfection of the Trust’s security interest in the Participation Interests and concerning insolvency and related matters with respect to such Participation Interests, that will not cause the rating of any Class of any Series then outstanding to be withdrawn or lowered below the Required Rating by any Rating Agency; and

(iii) Discover Funding as the Holder of the Transferor Certificate shall have delivered notice of such proposed conveyance of Participation Interests to the Rating Agencies and the Rating Agencies shall have advised Discover Funding as the Holder of the Transferor Certificate that such conveyance of Participation Interests would not cause the rating of any Class of any Series then outstanding to be withdrawn or lowered below the Required Rating.

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(e) Calculation of Finance Charge Receivables. The Master Servicer shall cause the appropriate Servicer with respect to any Additional Accounts to prepare a reasonable estimate of the amount of Finance Charge Receivables billed in such Additional Accounts in the Due Period in which such Receivables are first included in the Trust, which estimate shall be deemed to be the amount of Finance Charge Receivables billed in such Additional Accounts in such Due Period, absent manifest error. Such Servicer shall provide to the Trustee, upon request, a certificate of a Servicing Officer setting forth in reasonable detail its calculation of such estimate.

SECTION 2.11 Removal of Accounts.

(a) Optional Removals. From time to time, Discover Funding as the Holder of the Transferor Certificate may, but shall not be obligated to, (i) designate Accounts for deletion and removal from the Trust (“Removed Accounts”) and (ii) cause the Trust to transfer to the Holder of the Transferor Certificate (A) all receivables existing in such Removed Accounts on the date of designation and (B) all receivables created in such Removed Accounts on and after the effective date of designation, and the corresponding portion of Interchange arising on and after the effective date of such designation (the “Removed Interchange”). Such deletion and removal shall be effective as of the day specified in the notice referred to in the following sentence, which (i) may be any day with respect to removals of Accounts (but shall be effective as of the last day of any Due Period with respect to the Removed Interchange) covered by Section 2.11(b)(vi)(A), and (ii) shall be the last day of any Due Period with respect to removals of Accounts (and the Removed Interchange) covered by Section 2.11(b)(vi)(B) or (C) (any such effective date, the “Removal Date”), subject to the notice requirement and other conditions set forth below. On or before the fifth Business Day prior to the Removal Date (the “Removal Notice Date”), Discover Funding as the Holder of the Transferor Certificate shall give the Trustee, the Master Servicer and any Credit Enhancement Provider written notice that the receivables from such Removed Accounts and the Removed Interchange are to be reassigned by the Trustee to Discover Funding as the Holder of the Transferor Certificate effective as of the Removal Date.

(b) Conditions to the Designation of Removed Accounts. Discover Funding as the Holder of the Transferor Certificate shall be permitted to designate and require reassignment to the Holder of the Transferor Certificate of the Receivables from Removed Accounts and the Removed Interchange only upon satisfaction of the following conditions:

(i) As of the Removal Date, the aggregate amount of Principal Receivables in the Trust, less the aggregate amount of Principal Receivables in such Removed Accounts, shall not be less than the Minimum Principal Receivables Balance;

(ii) The removal of the Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor cause either (A) an Amortization Event to occur or (B) the Deficit Accumulation Amount or Deficit Liquidation Amount, as applicable, with respect to any Series then outstanding on any Distribution Date to be greater than zero;

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(iii) On or prior to the fifth Business Day following the Removal Date, the Transferor shall have delivered to the Trustee (A) for execution a written assignment substantially in the form of Exhibit C hereto, which shall include a warranty of the Trustee that since the date of transfer by the Transferor under this Agreement the Trustee has not sold, transferred or encumbered any such Receivable, the Removed Interchange or interest in either and (B) a computer file, microfiche list or hard copy containing a true and complete list of all such Removed Accounts identified by originator and account number and containing the amount of Receivables in such Removed Accounts as of the Removal Date, which computer file or microfiche list shall as of the Removal Date modify and amend Schedule 1 hereto by deleting therefrom information with respect to any Removed Account and be made a part of this Agreement;

(iv) Discover Funding as the Holder of the Transferor Certificate shall represent and warrant that no selection procedures believed by the Transferor to be materially adverse to the interests of the Holders of any Class of any Series then outstanding, or any Credit Enhancement Provider, were utilized in selecting the Removed Accounts;

(v) Discover Funding as the Holder of the Transferor Certificate shall have delivered notice of such proposed reassignment to the Rating Agencies and the Rating Agencies shall have advised the Transferor that such reassignment would not cause the rating of any Class of any Series then outstanding to be withdrawn or lowered below the Required Rating;

(vi) The Removed Accounts shall meet one of the following criteria:

(A) Each of such Accounts is a Charged-Off Account; provided that the Transferor shall transfer to the Trust all proceeds received with respect to any Removed Account that is a Charged-Off Account, such amounts to constitute Recovered Amounts under the terms of this Agreement;

(B) Such Accounts were randomly selected from the Accounts; provided that such random selection process need not include selection of Charged-Off Accounts; or

(C) Such Accounts were originated or maintained in connection with an affinity or private-label arrangement, and such affinity or private-label arrangement has been cancelled by a third party or has expired; provided, however, that Accounts originated or maintained pursuant to an affinity or private-label arrangement shall only be removed pursuant to this Section 2.11(b)(vi)(C) if, prior to the cancellation or expiration of such arrangement, the Master Servicer designated such arrangement in writing to the Trustee as an arrangement with respect to which these provisions apply; and

(vii) Discover Funding as the Holder of the Transferor Certificate shall have delivered to the Trustee an Officer’s Certificate confirming the items set forth in (i), (ii), (iv), (v) and (vi) above. The Trustee may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.

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Upon satisfaction of the above conditions, the Trustee shall execute and deliver the reassignment to Discover Funding as the Holder of the Transferor Certificate, and the Receivables from the Removed Accounts and the Removed Interchange shall no longer constitute a part of the Trust.

(c) Calculation of Finance Charge Receivables. The Master Servicer shall cause the appropriate Servicer with respect to any Removed Accounts to prepare a reasonable estimate of the amount of Finance Charge Receivables billed in such Removed Accounts in the Due Period in which such Receivables are removed from the Trust, which estimate shall be deemed to be the amount of Finance Charge Receivables billed in such Removed Accounts in such Due Period, absent manifest error. Such Servicer shall provide the Trustee, upon request, a certificate of a Servicing Officer setting forth in reasonable detail its calculation of such estimate.

ARTICLE III.

ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 3.01 Acceptance of Appointment and Other Matters Relating to the Master Servicer.

(a) In connection with and in consideration for the conveyance of the Receivables to the Trust by the Transferor, and the issuance of the Transferor Certificate to the Transferor, Discover Funding as the Holder of the Transferor Certificate and the Trustee agree to cause Discover Bank to act as Master Servicer under this Agreement and Discover Bank agrees to act as Master Servicer under this Agreement.

(b) Subject to Section 10.01, the Master Servicer is hereby authorized and empowered (i) unless such power and authority is revoked by the Trustee, to instruct the Trustee to make withdrawals and payments from the Investor Accounts in accordance with the instructions set forth in this Agreement and in the Series Supplements, (ii) to make drawings on any Credit Enhancement as set forth in the Series Supplements, (iii) to make any filings or registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any securities authority of any jurisdiction on behalf of the Trust as may be necessary or advisable to comply with the securities or reporting requirements laws of the United States or any state or other jurisdiction and (iv) to take any other action and exercise any other power permitted to be taken or exercised by the Master Servicer pursuant to the terms of this Agreement or any Series Supplement. The Trustee agrees that it shall promptly follow the written instructions of the Master Servicer to withdraw funds from the Investor Accounts and make drawings under any Credit Enhancement as required by this Agreement or any applicable Series Supplement. The Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate under the laws of any jurisdiction with authority over the Receivables (or receivables in Charged-Off Accounts) to enable the Master Servicer to carry out its servicing and administrative duties hereunder.

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(c) In the event that the Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 9.01 or any governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction ordering that the Transferor not convey any additional Principal Receivables to the Trust) then, in any such event, the Master Servicer agrees to allocate, after the date of such inability, all Collections with respect to Principal Receivables, and all amounts that would have constituted Collections with respect to Receivables that would have been Principal Receivables but for the Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of the Principal Receivables in the Trust as of such date that were transferred to the Trust by the Transferor) in accordance with Section 2.09(c) and to apply such amounts as Collections in accordance with Section 4.03; provided, however, that if the Master Servicer is unable pursuant to any Requirement of Law or otherwise to allocate payments on the Accounts as described above, the Master Servicer agrees that it shall, in any such event, after such date allocate payments on the Accounts with respect to the principal balance of such Accounts first to the oldest principal balance of such Accounts.

(d) The Master Servicer agrees that upon a request by the Transferor or the Trustee it will use its best efforts to obtain and maintain the listing of the Investor Certificates of any Class of any Series on any specified securities exchange. If any such request is made, the Master Servicer shall give notice to the Transferor and the Trustee of the date on which such Investor Certificates are approved for such listing and within three Business Days following receipt of notice by the Master Servicer of any actual, proposed or contemplated delisting of such Investor Certificates by any such securities exchange. The Trustee or the Master Servicer, each in its sole discretion, may terminate any listing on any such securities exchange at any time subject to the notice requirements set forth in the preceding sentence.

SECTION 3.02 Acceptance of Appointment and Other Matters Relating to Servicers.

(a) In connection with and in consideration for the conveyance of the Receivables to the Trust by the Transferor, and the issuance of the Transferor Certificate to the Transferor, Discover Funding as the Holder of the Transferor Certificate and the Trustee agree to cause (i) Discover Bank to act as Servicer with respect to Discover Card Accounts under this Agreement and Discover Bank agrees to act as such Servicer under this Agreement and (ii) Discover Bank or an affiliate of Discover Bank to act as Servicer with respect to each type of account, other than Discover Card Accounts, which are designated as Additional Accounts pursuant to Section 2.10 and Discover Bank or such affiliate of Discover Bank shall agree to act as such Servicer under this Agreement, pursuant to the Assignment of Additional Accounts with respect to such Accounts.

(b) Each Servicer is hereby authorized in the name and on behalf of the Trustee and the Holder of the Transferor Certificate, and agrees, to service and administer the Receivables (and receivables in Charged-Off Accounts) with respect to which it is acting as

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Servicer, and collect payments due under such Receivables (or amounts recovered from receivables in Charged-Off Accounts) in accordance with its customary and usual servicing procedures for servicing credit receivables comparable to the Receivables (or such receivables in Charged-Off Accounts) and in accordance with its Credit Guidelines, and acting alone or through any party designated by it pursuant to Section 8.06, shall do any and all things in connection with such servicing and administration that it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.02, each Servicer is hereby authorized and empowered (i) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders but in its own name, without reference to the fact that it is acting for the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables (or receivables in Charged-Off Accounts) with respect to which it is acting as Servicer, (ii) after the delinquency of any such Receivable (or receivable in a Charged-Off Account) and to the extent permitted under and in compliance with applicable law and regulations, to commence collection proceedings with respect to such Receivables (or receivables in Charged-Off Accounts) on behalf of the Trust for the benefit of the Certificateholders but in its own name, without reference to the fact that it is acting for the Trust and (iii) subject to Section 3.02(e), to sell the receivables in any Charged-Off Account. The Trustee shall furnish each Servicer with any powers of attorney and other documents necessary or appropriate under the laws of any jurisdiction with authority over the Receivables (or receivables in Charged-Off Accounts) to enable such Servicer to carry out its servicing and administrative duties hereunder.

(c) No Servicer shall under any circumstances be obligated to use separate servicing procedures, offices, employees or accounts for servicing Accounts from the procedures, offices, employees and accounts used by such Servicer in connection with servicing its other accounts.

(d) Until such time as an additional Servicer shall be appointed in conjunction with the addition to the Trust of Additional Accounts that are not Discover Card Accounts, Discover Bank shall act as Master Servicer and as the sole Servicer hereunder. Upon the appointment of any Servicer in addition to Discover Bank (or any Successor Master Servicer, as applicable), Discover Bank (or such Successor Master Servicer, as applicable) and any such additional Servicer shall enter into a Master Servicing Agreement, which agreement shall set forth the respective rights and duties of the Master Servicer and each Servicer.

(e) No Servicer may sell receivables in Charged-Off Accounts pursuant to Section 3.02(b)(iii) after March 31, 2001; provided, however, that to the extent that the Trustee, on behalf of the Trust, entered into agreements with third parties on or before March 31, 2001 that permit the Trust to require, or obligate the Trust to accept, reassignment of receivables in Charged-Off Accounts sold prior to March 31, 2001 pursuant to such agreements, and to substitute receivables in Charged-Off Accounts for such reassigned receivables, then the Trust shall be entitled to act under such agreements and to substitute receivables for such reassigned receivables, such substitute receivables to be identified by the Master Servicer as meeting the requirements of such agreements; provided, further, however, that the Master Servicer shall use its best efforts to identify an amount of substitute receivables that closely approximates the amount of reassigned receivables and that will satisfy the substitution requirements of any such agreement.

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SECTION 3.03 Servicing Compensation.

(a) Monthly Servicing Fee. As compensation for its servicing activities hereunder and reimbursement for its expenses, the Master Servicer shall be entitled to receive a monthly servicing fee in respect of any Due Period (or portion thereof) prior to the termination of the Trust pursuant to Section 12.01 (the “Monthly Servicing Fee”), payable in arrears on each Servicer Payment Date with respect to the Transferor Servicing Fee (as defined below) and payable in accordance with the terms of the applicable Series Supplement with respect to the share of the Monthly Servicing Fee allocable to each Series then outstanding. The Monthly Servicing Fee shall in no event be less than an amount equal to the product of (A) 2.0% per annum calculated on the basis of a 360-day year of twelve 30-day months and (B) the amount of Principal Receivables in the Trust as of the first day of the Due Period related to such Servicer Payment Date. The share of each Monthly Servicing Fee allocable to each Series on each Servicer Payment Date with respect to each such Series shall be set forth in the Series Supplement with respect to each Series, and shall be paid to the Master Servicer in accordance with the terms of the applicable Series Supplement by the Person or Persons specified in the applicable Series Supplement. The share of each Monthly Servicing Fee allocable to the Holder of the Transferor Certificate (the “Transferor Servicing Fee”) on any Servicer Payment Date shall be equal to the product of (A) the product of (x) 2.0% per annum calculated on the basis of a 360-day year of twelve 30-day months and (y) and the amount of Principal Receivables in the Trust as of the first day of the Due Period related to such Servicer Payment Date and (B) a fraction the numerator of which shall be the amount of the Transferor Interest and the denominator of which shall be the greater of (x) the amount of Principal Receivables in the Trust and (y) the Aggregate Investor Interest, and shall be paid to the Master Servicer by Discover Funding as the Holder of the Transferor Certificate on or before each Servicer Payment Date. In no event shall the Trustee or the Investor Certificateholders be liable for the Transferor Servicing Fee. The Master Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.05, the reasonable fees and disbursements of independent accountants, the fees of each Servicer other than Discover Bank (which shall be set forth in the Master Servicing Agreement) and all other expenses incurred by the Master Servicer in connection with its activities hereunder, and including all other fees and expenses of the Trust not expressly stated herein or in any Series Supplement to be for the account of the Certificateholders; provided, that in no event shall the Master Servicer (or any Servicer) be liable for any federal, state or local income or franchise tax, or any interest or penalties with respect thereto, assessed on the Trust, the Trustee or the Certificateholders. The Master Servicer shall be required to pay such expenses for its own account, and shall not be entitled to any payment therefor other than the Monthly Servicing Fee.

(b) Use of Collections. Subject to Section 4.03(b), the Trustee on behalf of the Trust, with the consent of Discover Funding as the Holder of the Transferor Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use Collections in respect of Receivables (or receivables in Charged-Off Accounts) collected by such Servicer until such Collections are to be disbursed by the Master Servicer in accordance with the terms of Article IV hereof or the terms of any applicable Series Supplement.

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SECTION 3.04 Representations and Warranties of Discover Bank, as Master Servicer and Servicer. Discover Bank, as Master Servicer and Servicer, hereby represents and warrants to the Trust as of the date of this Agreement and the Initial Closing Date that:

(a) Organization, etc. Discover Bank has been duly incorporated and is validly existing as a Delaware banking corporation, and has full corporate power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof.

(b) Due Authorization. The execution, delivery and performance of this Agreement by Discover Bank, as Master Servicer and Servicer, have been duly authorized by all necessary corporate action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Incorporation or By-Laws of Discover Bank, and do not and will not conflict with, or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property that is material to it or its subsidiaries (whether or not consolidated) taken as a whole, or to Discover Bank’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Agreement is the valid, binding and enforceable obligation of Discover Bank, 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.

(c) Accuracy of Information. All information heretofore furnished by Discover Bank, as Master Servicer and Servicer, in writing to the Trustee for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by Discover Bank in writing to the 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.

SECTION 3.05 Representations and Warranties of Other Servicers. Each Servicer, other than Discover Bank, shall represent and warrant to the Trust as of the date of the Assignment of Additional Accounts with respect to such Servicer that:

(a) Organization, etc. Such Servicer has been duly incorporated and is validly existing as a banking, industrial loan or other similar corporation, or as a trust company, savings and loan association, savings bank or other similar entity in its state of incorporation or as a national banking association, savings and loan association or savings bank organized and existing under the laws of the United States of America, and has full corporate power and authority to execute and deliver the Assignment of Additional Accounts and this Agreement and to perform the terms and provisions thereof and hereof.

(b) Due Authorization. The execution, delivery and performance of the Assignment of Additional Accounts and this Agreement by such Servicer have been duly authorized by all necessary corporate action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Incorporation or By-Laws of such Servicer, and do not or will not conflict with, or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property that is material to it or its

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subsidiaries (whether or not consolidated) taken as a whole, or to such Servicer’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and the Assignment of Additional Accounts and this Agreement are the valid, binding and enforceable obligations of such Servicer, except as may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles.

(c) Accuracy of Information. All information furnished by such Servicer in writing to the Trustee for purposes of or in connection with the Assignment of Additional Accounts or this Agreement or any transaction contemplated thereby or hereby is, and all such information hereafter furnished by such Servicer in writing to the 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.

SECTION 3.06 Reports and Records for the Trustee.

(a) Initial Report. On the Initial Closing Date, the Master Servicer prepared and delivered to the Transferor and the Trustee an Officer’s Certificate substantially in the form of Exhibit E hereto setting forth (i) the aggregate amount of Principal Receivables as of the Cut-Off Date and (ii) the aggregate amount of Finance Charge Receivables billed during the Due Period next preceding the month in which the Cut-Off Date occurs, which amount may be based partially or entirely on the reasonable estimate of the Master Servicer.

(b) Servicer’s Monthly Certificates. On the seventh Business Day of the month in which each Trust Distribution Date occurs, the Master Servicer shall forward to Discover Funding as the Holder of the Transferor Certificate, the Trustee, the Paying Agent and any other Person specified in the Series Supplement for any then outstanding Series, a certificate substantially in the form specified in the applicable Series Supplement. Each Servicer shall provide the Master Servicer with such information as the Master Servicer may reasonably request to allow the Master Servicer to prepare such certificates.

SECTION 3.07 Master Servicer’s and Servicers’ Annual Certificates.

(a) Master Servicer’s Annual Certificate. The Master Servicer will deliver to the Trustee, Discover Funding as the Holder of the Transferor Certificate and the Rating Agencies, on or before the date on which the Trust is required to file its Annual Report or any Transition Report, as applicable, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-K with the Securities and Exchange Commission (the “Trust’s Annual Report Date” or the “Trust’s Transition Report Date,” as applicable), an Officer’s Certificate substantially in the form of Exhibit F hereto stating that (a) in the course of the performance by the signer of his duties as an officer of the Master Servicer he would normally obtain knowledge of any Master Servicer Termination Event, and (b) whether or not he has obtained knowledge of any such Master Servicer Termination Event during the preceding fiscal year or transition period, as applicable, and, if so, specifying each such Master Servicer Termination Event of which the signer has knowledge and the nature thereof. A copy of such certificate may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. If the Master Servicer so determines, a single Officer’s Certificate may address a transition period of one month or less and the fiscal year preceding or following such transition period.

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(b) Servicers’ Annual Certificates. Each Servicer will deliver to the Trustee, Discover Funding as the Holder of the Transferor Certificate and the Rating Agencies, on or before the Trust’s Annual Report Date or the Trust’s Transition Report Date, as applicable, with respect to Discover Bank as Servicer, and, for any other Servicer, beginning in the fiscal year or transition period, as applicable, following the fiscal year or transition period, as applicable, in which Receivables in Accounts serviced by such Servicer are first added to the Trust, an Officer’s Certificate substantially in the form of Exhibit G hereto stating that (a) in the course of the performance by the signer of his or her duties as an officer of such Servicer he or she would normally obtain knowledge of any Servicer Termination Event, and (b) whether or not he or she has obtained knowledge of any such Servicer Termination Event during the preceding fiscal year or transition period, as applicable, and, if so, specifying each such Servicer Termination Event of which the signer has knowledge and the nature thereof. A copy of any such certificate may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. If the Master Servicer so determines, a single Officer’s Certificate may address a transition period of one month or less and the fiscal year preceding or following such transition period.

(c) Master Servicer’s and Servicers’ Annual Compliance Statement. On or before the Trust’s Annual Report Date of each calendar year or the Trust’s Transition Report Date, as applicable (and relating to the preceding fiscal year or transition period, as applicable), the Master Servicer and each Servicer will deliver, and the Master Servicer or the applicable Servicer shall cause each affiliated Servicing Participant and each unaffiliated Servicing Participant that services 10% or more of the Receivables to deliver, to the Trustee, Discover Funding as the Holder of the Transferor Certificate and the Rating Agencies, an Officer’s Certificate necessary to comply with Item 1123 of Regulation AB in substantially the form (with appropriate insertions) of Exhibit J hereto. A copy of such certificate may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. If the Master Servicer so determines, a single Officer’s Certificate may address a transition period of one month or less and the fiscal year preceding or following such transition period.

SECTION 3.08 Independent Public Accountants’ Annual Servicing Report.

(a) On or before the Trust’s Annual Report Date or the Trust’s Transition Report Date, as applicable, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer, any Servicer or the Transferor) to furnish a report to the Trustee, the Master Servicer, each Servicer and the Rating Agencies to the effect that such firm is of the opinion that the system of internal accounting controls in effect on the date of such statement relating to the servicing procedures performed by the Master Servicer and each Servicer under this Agreement, taken as a whole, was sufficient for the prevention and detection of errors and irregularities which would be material to the assets of the Trust during the preceding fiscal year or transition period, as applicable, and that nothing has come to their attention that would cause them to believe that such servicing has not been conducted in compliance with Sections 3.03, 4.03, 4.04, 4.05 and 8.07 of this Agreement

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and the provisions relating to servicing or the allocation and payment of Collections in any Series Supplements, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. If the Master Servicer so determines, a single report of such firm may address a transition period of one month or less and the fiscal year preceding or following such transition period.

(b) On or before the Trust’s Annual Report Date or the Trust’s Transition Report Date, as applicable, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer, any Servicer or the Transferor) to furnish a report to the Trustee, the Master Servicer, each Servicer and the Rating Agencies, to the effect that they have compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by the Master Servicer pursuant to the applicable Series Supplements during the preceding fiscal year or transition period, as applicable, with the computer reports of the Master Servicer and each Servicer and such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. If the Master Servicer so determines, a single report of such firm may address a transition period of one month or less and the fiscal year preceding or following such transition period.

(c) On or before the Trust’s Annual Report Date of each calendar year or the Trust’s Transition Report Date, as applicable (and relating to the preceding fiscal year or transition period, as applicable), the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer, any Servicer or the Transferor) to furnish to the Trustee, the Master Servicer and the Rating Agencies each attestation report on assessments of compliance with the Servicing Criteria furnished by such accountants pursuant to Sections 14.04 and 14.05 of this Agreement. If the Master Servicer so determines, a single report of such firm may address a transition period of one month or less and the fiscal year preceding or following such transition period.

SECTION 3.09 Tax Treatment. It is the intent of the Transferor and the Investor Certificateholders that, for United States federal, state and local income and franchise tax purposes only, the Investor Certificates will be treated as evidence of indebtedness of the Transferor and each Investor Certificateholder, by the acceptance of its Certificate, agree to treat the Investor Certificates for United States federal, state and local income and franchise tax purposes as indebtedness of the Transferor secured by the Receivables and other assets held in the Trust.

SECTION 3.10 Notices by the Master Servicer and the Servicers. In the event that Discover Bank is no longer acting as Master Servicer or Servicer, or any other Servicer shall cease to act as a Servicer, any Successor Master Servicer or Successor Servicer, as applicable, appointed pursuant to Section 10.03 shall deliver or make available to Discover Funding as the Holder of the Transferor Certificate each certificate and report required to be prepared, forwarded or delivered thereafter pursuant to this Agreement.

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ARTICLE IV.

RIGHTS OF INVESTOR CERTIFICATEHOLDERS AND

ALLOCATION AND APPLICATION OF COLLECTIONS

SECTION 4.01 Rights of Investor Certificateholders. Each Investor Certificate shall represent a Fractional Undivided Interest in the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified herein and in the Series Supplements to be deposited in Investor Accounts or paid to the Investor Certificateholders and, with respect to any particular Series, any additional rights set forth in the applicable Series Supplement; provided, however, that the aggregate interest represented by all Investor Certificates outstanding at any one time in the assets of the Trust shall not exceed an amount equal to the Aggregate Invested Amount plus all accrued but unpaid Certificate Interest and any interest thereon. The Transferor Certificate shall represent a fractional undivided interest in the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified herein and in the Series Supplements to be paid to the Holder of the Transferor Certificate.

SECTION 4.02 Establishment and Administration of Investor Accounts.

(a) Establishment of the Collections Account and the Group Collections Accounts. The Trustee, for the benefit of the Certificateholders, shall cause to be established and maintained in the name of the Trust, with the corporate trust department of an office or branch of either the Trustee or a Qualified Institution, one non-interest bearing segregated trust account designated the “Collections Account” and one additional non-interest bearing segregated trust account for each Group (each, a “Group Collections Account”), in each case marked to indicate clearly that the funds deposited therein are held for the benefit of the Certificateholders. Subject to subsection (c) below, the Trust shall possess all right, title and interest in all funds on deposit from time to time in the Collections Account and each Group Collections Account and in all proceeds thereof. Pursuant to authority granted to it pursuant to Section 3.01(b), the Master Servicer shall have the revocable power to instruct the Trustee to withdraw funds from the Collections Account and the Group Collections Accounts for the purpose of carrying out the duties of the Master Servicer hereunder. The Master Servicer at all times shall maintain accurate records reflecting each transaction in the Collections Account and the Group Collections Accounts.

(b) Establishment of Other Investor Accounts. The Trustee shall, from time to time, establish additional Investor Accounts as provided in applicable Series Supplements.

(c) Administration of the Investor Accounts. Unless otherwise specified in a relevant Series Supplement, any funds on deposit in any Investor Account for more than one Business Day shall at all times be invested in Permitted Investments at the written direction of the Master Servicer or its agent, subject to the restrictions set forth below. The Trustee shall maintain, or cause to be maintained, for the benefit of the Certificateholders possession of the negotiable instruments or securities evidencing the Permitted Investments described in clause (a) of the definition thereof from the time of purchase thereof until the time of sale or maturity. Any Permitted Investment with a stated maturity shall mature on or prior to the Distribution Date applicable to the Investor Account for which the Permitted Investments are held related to the

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earliest Due Period in which Collections or Interchange invested in such Permitted Investments were received and any funds received with respect to the maturity of a Permitted Investment shall be available in sufficient time to allow for any payments to be made to Investor Certificateholders on such Distribution Date. For purposes of the preceding sentence, withdrawals from the Collections Account pursuant to Section 4.03(c) shall be deemed to be made from Collections and/or Interchange in the order in which such Collections and/or Interchange, as applicable, were deposited into the Collections Account.

On each applicable Distribution Date, all interest and earnings (less investment expenses) on funds on deposit in any Investor Account (other than any Series Principal Funding Accounts), if any, shall be deposited by the Trustee in a separate deposit account in the name of the Holder of the Transferor Certificate, which account shall not constitute a part of the Trust, or such interest and earnings shall otherwise be turned over by the Trustee to the Holder of the Transferor Certificate not less frequently than monthly. For purposes of determining the availability of funds or the balances in such Investor Accounts for any reason under this Agreement or any Series Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit.

SECTION 4.03 Collections and Allocations.

(a) Collections and Interchange. The Master Servicer shall apply all Collections received during and Interchange for each Due Period as described in this Section 4.03 and any applicable Series Supplements.

(b) Daily Collections. If, at any time, either (i) with respect to any Accounts, the then current Servicer with respect to such Accounts does not have a short-term debt rating of at least A-1 by Standard & Poor’s and P-1 by Moody’s (if the then current Servicer is the original Servicer with respect to such Accounts or an affiliate of the original Servicer) or a short-term debt rating of at least A-1+ by Standard & Poor’s and P-1 by Moody’s (if the then current Servicer with respect to such Accounts is not the original Servicer or an affiliate of the original Servicer) or (ii) the conditions specified in clause (i) or pursuant to this clause (ii) are superseded by any conditions subsequently agreed to in writing by Discover Funding as the Holder of the Transferor Certificate and any Rating Agency, and any of such subsequently agreed to conditions occurs; then, as promptly as possible after each Date of Processing with respect to the Receivables serviced by the applicable Servicer occurring on and after such event, but in no event later than two Business Days following such Date of Processing, such Servicer shall pay to, or at the direction of, the Master Servicer, for deposit into the Collections Account, from the Collections received by such Servicer on or after the date of such event and recorded on such Date of Processing, an amount equal to the sum of the Required Daily Deposits with respect to such Servicer for each Series then outstanding with respect to such Date of Processing; provided, that if the first such deposit occurs following a period during which such Servicer has been using Collections in accordance with Section 3.03(b), then, on the sixth Business Day following the event giving rise to the making of Required Daily Deposits by such Servicer, in addition to the Required Daily Deposits for that day, such Servicer shall pay to, or at the direction of, the Master Servicer, the amount that would have been on deposit in the Collections Account with respect to such Servicer had such Servicer been making the Required Daily Deposits since the beginning of the Due Period, less any amounts previously so paid or deposited. Amounts made available to any Servicer pursuant to Section 3.03 shall be repayable upon the occurrence of the conditions in this Section 4.03(b) in the manner and to the extent set forth herein.

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(c) Deposits with Respect to Each Distribution Date.

(i) On or before each Distribution Date, the Master Servicer shall deposit into the Collections Account that portion of Collections, Interchange and Recovered Amounts with respect to the related Due Period that are to be allocated on such Distribution Date and that have not previously been deposited into the Collections Account.

(ii) On or before each Distribution Date, the Master Servicer shall direct the Trustee in writing to withdraw from the Collections Account and pay to Discover Funding as the Holder of the Transferor Certificate an amount equal to that portion of the sum of (x) the total amount of Finance Charge Collections for the related Due Period less the sum of the amount of Series Finance Charge Collections for each Series then outstanding for the related Due Period, (y) the amount of Principal Collections for the related Due Period less the sum of the amount of Series Principal Collections for each Series then outstanding for the related Due Period and (z) the total amount of Interchange for the related Due Period less the sum of the amount of Series Interchange for each Interchange Series then outstanding for the related Due Period, that is to be allocated to the Holder of the Transferor Certificate on such Distribution Date.

(iii) On or before each Distribution Date, after giving effect to the payments made pursuant to clause (ii) above with respect to such Distribution Date, the Master Servicer shall direct the Trustee in writing to withdraw from the Collections Account and pay to each Group Collections Account an amount equal to the sum of (x) the sum of Series Finance Charge Collections for each Series that is a member of such Group, (y) the sum of the Series Principal Collections for each Series that is a member of such Group and (z) the sum of the Series Interchange for each Interchange Series that is a member of such Group.

(iv) Amounts on deposit in each Group Collections Account shall be distributed on or before each Distribution Date with respect to each such Group in accordance with the terms of the Series Supplements for each Series then outstanding.

(d) Aggregate and Net Payments. All payments made pursuant to this Agreement or any Series Supplement on or before any Trust Distribution Date or Distribution Date on which Discover Bank is the Master Servicer, between the Master Servicer or the Holder of the Transferor Certificate and the Investor Accounts, may be aggregated for such Trust Distribution Date or Distribution Date such that Discover Bank, acting as Master Servicer and as agent of the Holder of the Transferor Certificate, may make only one payment to each applicable account in satisfaction of all payments of the Holder of the Transferor Certificate and the Master Servicer pursuant to this Agreement and all Series Supplements for Series then outstanding, to the extent that all payment obligations of the Master Servicer and of the Holder of the Transferor Certificate to each applicable account on such Trust Distribution Date or Distribution Date exceed all payment obligations of each such account to the Master Servicer and the Holder of the

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Transferor Certificate on such Trust Distribution Date or Distribution Date. Any amounts payable on a given Trust Distribution Date to the Holder of the Transferor Certificate pursuant to Section 4.03(c)(ii) hereof, or on a Distribution Date to the Master Servicer with respect to Monthly Servicing Fees pursuant to the provisions of any Series Supplement then outstanding, shall be deemed to have been paid if, and to the extent, Discover Bank (as Servicer) already is in possession of such amounts on such Distribution Date (or was in possession of such amounts for more than two Business Days during the related Due Period) as a result of its permitted use of Collections and Interchange during the prior Due Period pursuant to Section 3.03(b) and in accordance with the definition of “Required Daily Deposit” (as defined in the relevant Series Supplement), except to the extent Discover Bank has deposited such amounts into the Collections Account.

Notwithstanding the other provisions of this Section 4.03 and the applicable provisions of any Series Supplement then outstanding, the allocations of Collections and Interchange pursuant to Section 4.03(c) and the applicable provisions of any Series Supplements then outstanding shall be deemed to be made on the date on which the Master Servicer delivers the Servicer’s Monthly Statement and the information required to be included in the Investor Certificateholders’ Monthly Statement with respect to each Series then outstanding to the Trustee. The Trustee is hereby authorized, upon receipt of the Servicer’s Monthly Statement and the information required to be included in the Investor Certificateholders’ Monthly Statement with respect to each Series then outstanding, together with written instructions from the Master Servicer, to immediately transfer to Discover Funding as the Holder of the Transferor Certificate or the Master Servicer, as applicable, any funds in any Investor Account that would otherwise be paid to Discover Funding as the Holder of the Transferor Certificate or the Master Servicer, as applicable, on the Trust Distribution Date or any Distribution Date related to such Due Period.

SECTION 4.04 Transferor’ or Master Servicer’s Failure to Make a Deposit or Payment.

(a) If the Master Servicer or the Transferor fails to make, or give instructions to make, any payment or deposit (other than as required by Section 2.05(b), 2.06(b) or 2.07(b) or in connection with Section 12.02) required to be made or given by the Master Servicer or the Transferor, respectively, at the time specified in this Agreement (including applicable grace periods), the Trustee shall make such payment or deposit from the applicable Investor Account without instruction from the Master Servicer or the Transferor (or, to the extent that sufficient funds are not available in the applicable Investor Account to make such payment and the relevant Series Supplement provides for Credit Enhancement for such purpose, shall make a drawing from the available Credit Enhancement, if any); provided, that the Trustee shall be required to make such payment, deposit or draw only to the extent it has sufficient information to allow it to determine the amount thereof, which information the Trustee shall be deemed to have with respect to the amount of Certificate Interest payable on each Distribution Date. The Master Servicer shall, upon request of the Trustee, promptly provide the Trustee with all information necessary to allow the Trustee to make such a payment, deposit or draw. Such funds or the proceeds of such drawing shall be applied by the Trustee in the same manner in which such payment or deposit should have been made by the Transferor or the Master Servicer, as the case may be.

(b) If a drawing from a Credit Enhancement is made pursuant to this Section 4.04 in lieu of a deposit or payment from the applicable Investor Account, the Master Servicer or the Transferor, as the case may be, shall, as promptly as practicable and from the appropriate source, make the required payment, deposit or transfer or give the Trustee instructions to transfer the required payment or deposit in respect of which such drawing was made to reinstate the Credit Enhancement, as set forth in any applicable Series Supplement.

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SECTION 4.05 Adjustments For Miscellaneous Debits and Credits and Fraudulent Charges.

(a) With respect to any Receivable to which any adjustment without payment by or on behalf of an Obligor has been made (an “Adjustment”) including, but not limited to, any Receivable that (1) was created as a result of a fraudulent or counterfeit charge, (2) the Servicer with respect to such Receivable otherwise adjusts, increases, reduces, modifies or cancels in accordance with the applicable Credit Guidelines without receiving cash or other payment therefor by the Obligor with respect to such Receivable, (3) was created in respect of merchandise returned by the Obligor thereunder, or (4) was created or cancelled through an Account Combination, Discover Funding, as the Holder of the Transferor Certificate, shall increase or reduce, as the case may be, the aggregate amount of Receivables.

(b) In the event that the exclusion of the amount of an Adjustment from the calculation of the Transferor Interest would cause the Transferor Interest to be an amount less than zero, Discover Funding as the Holder of the Transferor Certificate shall, no later than the Business Day following the last day of the Due Period during which such Adjustment is made, make a deposit into the Collections Account in immediately available funds in an amount equal to the amount by which such Adjustment causes the Transferor Interest to be less than zero. Such deposit shall be applied as a Collection in accordance with Section 4.03.

SECTION 4.06 Reallocation of Series Among Groups. The Master Servicer may elect, at any time, by written notice to the Trustee and to Discover Funding as the Holder of the Transferor Certificate, and subject to the conditions set forth below, to move any Series from the Group of which it is then a member to any other Group, including without limitation to a new Group established at such time of which the Series to be moved is the only Series. Any such election by the Master Servicer shall become effective on the day specified in the notice of such election.

The Master Servicer may make such election only if the following conditions are satisfied: (i) a Series may only be moved from one Group to another Group if the Series in both Groups have the same Distribution Date; (ii) the Master Servicer shall have delivered to the Trustee a certificate to the effect that the Master Servicer reasonably believes that the movement of the applicable Series would not (x) result in any delay in the payment of principal to the Investor Certificateholders of any Series then outstanding, or (y) cause an Amortization Event to occur with respect to any Series then outstanding; and (iii) the Rating Agencies shall have advised the Master Servicer and Discover Funding as the Holder of the Transferor Certificate that the movement of the applicable Series would not cause the rating of any Class of any Series then outstanding to be lowered below the Required Rating or withdrawn.

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ARTICLE V.

DISTRIBUTIONS, WITHHOLDING AND REPORTS TO

INVESTOR CERTIFICATEHOLDERS

SECTION 5.01 Distributions. On each Payment Date, with respect to each Series then outstanding, the Paying Agent shall distribute to each Investor Certificateholder of record on the close of business of the preceding Record Date, in accordance with the certificate delivered by the Master Servicer to the Trustee pursuant to the applicable Series Supplement (other than as provided in Section 2.05 or in Section 2.06 or Section 12.02 hereof respecting a final distribution) such Certificateholder’s share of amounts on deposit in the applicable Series Distribution Account, Series Principal Funding Account and/or Series Interest Funding Account, pursuant to the applicable Series Supplement, by check mailed to each Certificateholder (unless otherwise provided in the applicable Series Supplement), except that with respect to Investor Certificates registered in the name of CEDE & Co., the nominee registration for The Depository Trust Company or any successor nominee designated by The Depository Trust Company, or any successor Clearing Agency, such distribution shall be made in immediately available funds by wire transfer to such account as CEDE & Co. or such successor nominee shall direct in writing. If such wire transfer cannot be made for any reason, payment shall be made by check.

SECTION 5.02 Withholding; Tax Information. Distributions to Certificateholders pursuant to Section 5.01 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. Each Certificateholder shall provide the Indenture Trustee, Paying Agent, the Issuer or other person responsible for withholding or deduction of taxes with the Tax Information, and agrees to update such Tax Information promptly upon request of the Indenture Trustee, Paying Agent, the Issuer or other person responsible for withholding or deduction of taxes or when the Tax Information expires or becomes obsolete or inaccurate in any respect. Any amounts properly so withheld or deducted shall be treated as actually paid to the appropriate Certificateholder.

SECTION 5.03 Investor Certificateholders’ Monthly Statement. On each Distribution Date, the Paying Agent shall forward to each Certificateholder of each Series then outstanding to which such Distribution Date is applicable, a statement substantially in the form specified in the applicable Series Supplement prepared by the Master Servicer and executed by the Trustee. The Paying Agent shall also forward a copy of each such statement to the Rating Agencies.

SECTION 5.04 Certificateholders’ Annual Tax Statement. On or before January 31 of each calendar year, beginning with calendar year 1994, the Transfer Agent shall furnish to the Master Servicer and Paying Agent a list of each Person who at any time during the preceding calendar year was an Investor Certificateholder and received any payment thereon and the dates such Person held an Investor Certificate. The Paying Agent shall furnish to each such Investor Certificateholder a statement prepared by the Master Servicer setting forth, with respect to the Series of which such Investor Certificate is a part, (i) the total amount paid in respect of each Class of such Series, (ii) the amount of such payments allocable to Certificate Principal with respect to each Class of such Series and (iii) the amount of such payments allocable to Certificate Interest with respect to each Class of such Series, in each case stated on the basis of an original

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principal amount of $1,000 per Investor Certificate, aggregated for such calendar year or the applicable portion thereof during which such Person was an Investor Certificateholder, together with such other customary information as the Trustee or the Master Servicer deems necessary or desirable to enable the Investor Certificateholders to prepare their tax returns. Such obligation of the Paying Agent shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer on behalf of the Trustee pursuant to any requirements of the Internal Revenue Code.

ARTICLE VI.

THE INVESTOR CERTIFICATES

SECTION 6.01 The Certificates.

(a) The Investor Certificates of any Series or Class may be issued, subject to applicable laws and regulations, in fully registered form (“Registered Certificates”) and shall be substantially in the form of the exhibits with respect thereto attached to the applicable Series Supplement. The Transferor may elect at any time, by written notice to the Trustee, to have its fractional undivided interest in the Trust be (i) evidenced by a certificate or (ii) an uncertificated interest. If the Holder of the Transferor Certificate elects to have its fractional undivided interest in the Trust be uncertificated, it shall deliver to the Trustee for cancellation any certificate previously issued. If the Holder of the Transferor Certificate elects to have its fractional undivided interest in the Trust be evidenced by a certificate, such certificate shall be issued pursuant hereto, substantially in the form of Exhibit D, and shall upon issue be executed and delivered by the Holder of the Transferor Certificate to the Trustee for authentication and redelivery as provided in Sections 2.02 and 6.03. Except as otherwise provided in any Series Supplement or in Section 6.11, Registered Certificates shall be issued in minimum denominations of $1,000 Fractional Undivided Interests and in integral multiples of $1,000 in excess thereof. If specified in any Series Supplement, the Investor Certificates of any Series or Class shall be issued upon initial issuance as a single certificate evidencing the Series Initial Investor Interest or Class Initial Investor Interest, as applicable, as described in Section 6.11. The Transferor Certificate shall represent the entire Transferor Interest. The Certificates shall be executed on behalf of the Trust by Discover Funding as the Holder of the Transferor Certificate by any authorized officer. The signature of any of these officers on the Certificates may be manual or facsimile.

(b) Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Transferor shall not become invalid, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates.

(c) No Certificate shall be entitled to any benefit under this Agreement (or any Series Supplement), or be valid or obligatory for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form attached to Exhibit D hereto (in the case of any certificated Transferor Certificate) or attached to the appropriate exhibits to a Series Supplement, as applicable, executed by the Trustee by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder and is entitled to the benefits of this Agreement and the relevant Series Supplement. All Registered Certificates and any certificated Transferor Certificate shall be dated the date of their authentication.

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SECTION 6.02 Book-Entry Certificates.

(a) The Investor Certificates, upon original issuance, shall be issued in fully registered form, in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on the behalf of, the Transferor. The Investor Certificates shall initially be registered in the Certificate Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, or any successor nominee designated by The Depository Trust Company or any successor Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s interest in the Investor Certificates, except as provided in Section 6.02(c). Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the beneficial owners of the Investor Certificates pursuant to Section 6.02(c):

(i) the provisions of this Section 6.02(a) shall be in full force and effect;

(ii) the Transferor, the Master Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Certificates) as the authorized representatives of the Certificate Owners;

(iii) to the extent that the provisions of this Section 6.02(a) conflict with any other provisions of this Agreement, the provisions of this Section 6.02(a) shall control; and

(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.02(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

For purposes of any provision of this Agreement or any applicable Series Supplement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the Class Invested Amount of any Class, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants).

(b) Whenever notice or other communication is required to be given to Investor Certificateholders of any Class with respect to which Book-Entry Certificates have been issued, unless and until Definitive Certificates shall have been issued to the related Certificate Owners pursuant to Section 6.02(c), the Trustee shall give all such notices and communications specified herein to be given to such Investor Certificateholders to the Clearing Agency.

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(c) If, with respect to any Series the Investor Certificates of which are originally issued in the form of Book-Entry Certificates:

(i) (A) the Master Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement, and (B) the Trustee or the Master Servicer is unable to locate a qualified successor,

(ii) the Master Servicer, at its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to such Series through the Clearing Agency, or

(iii) after the occurrence of a Master Servicer Termination Event, Certificate Owners representing beneficial interests aggregating not less than 51% of the Invested Amount of any Class of such Series advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners of such Class,

then the Trustee shall notify all Certificate Owners of each Class of such Series upon the occurrence of an event described in clauses (i) and (ii) above or all Certificate Owners of the applicable Class upon the occurrence of the event described in clause (iii) above, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class of such Series requesting the same. Upon surrender to the Trustee of the applicable Investor Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates for the applicable Class. Neither the Transferor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency with respect to the applicable Class of the applicable Series of Investor Certificates shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

SECTION 6.03 Authentication of Certificates. If the Holder of the Transferor Certificate elects to have its fractional undivided interest in the Trust evidenced by a certificate pursuant to Section 6.01, the Trustee shall authenticate and deliver the Transferor Certificate to the Holder of the Transferor Certificate. From time to time after the Initial Closing Date, pursuant to Section 6.06 hereof and the terms of the applicable Series Supplement, the Trustee shall authenticate and deliver the Investor Certificates of additional Series (with the designation provided in the applicable Series Supplement), upon the order of Discover Funding as the Holder of the Transferor Certificate, to the persons designated in such Series Supplement. If specified in the related Series Supplement, the Trustee shall authenticate and deliver outside the United States a Global Certificate representing the Series Initial Investor Interest for such Series or the Class Initial Investor Interest for a specified Class of such Series. The Investor Certificates of each Series shall be duly authenticated by or on behalf of the Trustee as provided herein and in

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the applicable Series Supplement, in authorized denominations equal to (in the aggregate) the Series Initial Investor Interest of each Series. At any time, the Investor Certificates outstanding at such time, together with the Transferor Certificate, shall evidence the entire ownership of the Trust.

SECTION 6.04 Registration of Transfer and Exchange of Certificates.

(a) (i) Discover Funding as the Holder of the Transferor Certificate shall keep or cause to be kept by a transfer agent (“Transfer Agent”) a register for the Registered Certificates issued pursuant to this Agreement and the Series Supplements for all Series then outstanding (the “Certificate Register”) at any office or agency of the Transferor to be maintained in accordance with the provisions of Section 6.04(c) in which, subject to such reasonable regulations as it may prescribe, the Transferor shall provide for the registration and transfer of Registered Certificates. The Certificate Register shall be in written form or capable of being converted into written form within a reasonable time. Unless otherwise specifically designated by Discover Funding as the Holder of the Transferor Certificate in a written notice to the Trustee, the Certificate Register shall be maintained at the Corporate Trust Office.

(ii) Investor Certificates of certain Classes of certain Series may be ineligible for purchase by an employee benefit plan, trust or account subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or described in Section 4975(e)(l) of the Code, and not excepted under Section 4975(g) (a “Plan”). No transfer of such an Investor Certificate shall be made nor shall any interest therein be transferred to a Plan. Each Holder of such a Certificate, by its acceptance thereof, shall be deemed to represent and warrant that it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(l) of the Code, and not excepted under Section 4975(g) or (iii) an entity that is using assets to purchase such Certificates that constitute plan assets by reason of a plan’s investment in such entity. The Series Supplement with respect to each Series shall set forth which Class or Classes of such Series, if any, shall be subject to the restrictions set forth in this Section 6.04(a)(ii).

(iii) Upon surrender for registration of transfer of any Registered Certificate at any office or agency to be maintained in accordance with the provisions of Section 6.04(c), Discover Funding as the Holder of the Transferor Certificate shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more Registered Certificates of the same Class and Series, of a like Fractional Undivided Interest and bearing a number not contemporaneously outstanding.

(iv) At the option of a Holder of a Registered Certificate, such Holder’s Registered Certificates may be exchanged for other Registered Certificates of the same Class and Series, of a like Fractional Undivided Interest and bearing a number not contemporaneously outstanding upon surrender of the Registered Certificates to be exchanged at any such office or agency. Whenever any Registered Certificates are so surrendered for exchange, Discover Funding as the Holder of the Transferor Certificate shall execute, and the Trustee shall authenticate and deliver the Registered Certificates which the Holder making the exchange is entitled to receive. Registered Certificates may not be exchanged for certificates in bearer form.

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(v) [Reserved].

(vi) The preceding provisions of this Section notwithstanding, the Transfer Agent shall not be required to register the transfer of or exchange any Certificate for a period of 15 days preceding any Payment Date with respect to the Certificate.

(vii) Every Registered Certificate presented or surrendered for registration of transfer or for exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Transferor and the Trustee duly executed, by the Certificateholder thereof or his attorney duly authorized in writing.

(viii) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates.

(ix) All Investor Certificates surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Certificate upon its exchange in full for Definitive Euro-Certificates and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or certificates of Clearstream Banking or Euroclear to the effect referred to in Section 6.11 was received with respect to each portion of the Global Certificate exchanged for Definitive Euro-Certificates.

(x) Discover Funding as the Holder of the Transferor Certificate shall execute and deliver to the Trustee Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement, each Series Supplement and the Certificates.

(b) It is the understanding of the parties to this Agreement that Discover Bank has particular expertise in performing the functions given by this Agreement to the Master Servicer and that the Investor Certificateholders will be purchasing the Investor Certificates relying on Discover Bank exercising such expertise in performing such functions. Except as provided in Sections 8.04 and 8.06, the Master Servicer is not permitted to resign or delegate its duties and the parties understand that the Master Servicer’s performance of its functions and the quality of the Receivables will best be ensured if the Transferor, as a wholly-owned subsidiary of Discover Bank, retains the Transferor Certificate. Accordingly (subject to the condition that the Transferor shall at all times retain sole control over its properties and except as provided in Section 7.02), the Transferor Certificate shall not be transferred, assigned, exchanged, or otherwise conveyed except as provided in Section 7.05.

(c) The Transferor will maintain at its expense in the Borough of Manhattan, The City of New York, and, if and so long as any Class of any Series is listed on the Luxembourg Stock Exchange and such exchange shall so require, in Luxembourg, an office or offices or agency or agencies where Investor Certificates may be surrendered for registration of transfer or exchange.

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SECTION 6.05 Mutilated, Destroyed, Lost or Stolen Certificates.

(a) If any mutilated Certificate is surrendered to the Trustee, Discover Funding as the Holder of the Transferor Certificate shall execute and the Trustee shall authenticate and deliver in exchange therefor a Certificate of the same Class and Series, of a like fractional undivided interest and bearing a number not contemporaneously outstanding.

(b) If there shall be delivered to Discover Funding as the Holder of the Transferor Certificate and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Certificate and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to Discover Funding as the Holder of the Transferor Certificate or the Trustee that such Certificate has been acquired by a bona fide purchaser, Discover Funding as the Holder of the Transferor Certificate shall execute and, upon its request, the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Certificate, a Certificate of the same Class and Series, of a like fractional undivided interest and bearing a number not contemporaneously outstanding.

(c) Upon the issuance of any Certificate pursuant to this Section, the Transferor 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 counsel fees, of the Transferor and the Trustee, and any Paying Agent or Transfer Agent connected therewith, and in addition a further sum not exceeding two dollars for each Certificate so issued in substitution.

(d) Every Certificate issued pursuant to this Section in lieu of any destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of the Trust, whether or not the destroyed, lost or stolen Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement and the applicable Series Supplement equally and proportionately with any and all other Certificates of the same Class and Series duly issued hereunder.

SECTION 6.06 Issuances of New Series.

(a) The Transferor may direct the Trustee to issue, from time to time, one or more Series subject to the conditions described below (each such issuance, a “New Issuance”). The Transferor may effect a New Issuance by notifying the Trustee, in writing, at least three days in advance of the date upon which the New Issuance is to occur. Any notice of the New Issuance shall state the designation of any Series to be issued on the date of the New Issuance and, with respect to each such Series: (i) its Series Initial Investor Interest, (ii) the Certificate Rate of each Class or Subclass, if applicable, of such Series; (iii) its Payment Dates and the date from which interest shall accrue; (iv) its Series Termination Date and (v) any other terms that the Transferor sets forth in such notice of a New Issuance; provided, however, that any notice of a New Issuance with respect to any Series that issues only collateral certificates to an entity or entities that will issue securities supported by, among other things, such collateral certificates, shall, in lieu of stating the information in clauses (i) through (v) above, attach a copy of the Series Supplement therefor, in a form substantially agreed upon by the Transferor, the Master Servicer, the Servicers and the

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Trustee. On the date of the New Issuance, the Trustee shall authenticate and deliver any such Series only upon satisfaction of the following conditions: (a) Discover Funding as the Holder of the Transferor Certificate shall have delivered to the Trustee a Series Supplement executed by the Transferor, the Master Servicer, the Servicers and the Trustee that specifies the terms of such Series, (b) the Transferor shall have delivered to the Trustee written confirmation from the Rating Agencies that the New Issuance will not result in the reduction below or withdrawal of the Required Ratings of any Class of any Series then outstanding rated by each Rating Agency, (c) the Transferor shall have delivered to the Trustee and the Rating Agencies (A) with respect to each New Issuance, an opinion of counsel dated as of the date of such New Issuance to the effect that, although not free from doubt, the Investor Certificates of such New Issuance will be treated as indebtedness of the Transferor for federal income and Delaware (and any other state where substantial servicing activities are conducted by an Additional Originator with respect to Accounts serviced by such Additional Originator, or by Discover Bank if there is a substantial change from Discover Bank’s present servicing activity, if any, in such state) state income or franchise tax purposes; provided, however, such opinion shall not be required for any New Issuance with respect to any Series that issues only collateral certificates to an entity or entities that will issue securities supported by, among other things, such collateral certificates; and provided, further, such opinions described in this clause (c)(A) shall not be required for any New Issuance issued to an entity that is disregarded for federal income tax purposes and is directly and wholly owned by Discover Bank and (B) with respect to each New Issuance other than the New Issuance related to the first Series issued by the Trust, an opinion of counsel dated as of the date of such New Issuance to the effect that such New Issuance will not adversely affect the conclusion set forth in any prior opinion of counsel delivered pursuant to this clause (c) as to the treatment of the Investor Certificates of any such prior Series as indebtedness of the Transferor or as to the treatment of the Trust as a mere security device and (d) Discover Funding as the Holder of the Transferor Certificate shall not be required to designate Additional Accounts or convey Participation Interests to the Trust pursuant to Section 2.10(a) as a result of such New Issuance. The Series Supplement with respect to any New Issuance may modify or amend the terms of this Agreement, provided, that such modifications or amendments shall apply solely with respect to such Series. Upon satisfaction of such conditions, the Trustee shall issue, as provided in Section 6.06(d), such Series of Investor Certificates dated as of the date of the New Issuance.

(b) The Transferor may direct the Trustee to issue one or more Series which is subordinate in right of payment, in whole or in part, to one or more other Series, whether or not any such Series are issued contemporaneously. The manner and extent to which any Series shall be subordinated to any other Series shall be set forth in the Series Supplement for the subordinated Series.

(c) The Transferor may designate that one or more Groups be subordinate in right of payment, in whole or in part, to one or more other Groups, whether or not the Series in any such subordinate Group are issued contemporaneously with the Series in any non-subordinate Group. The manner and extent to which any Group shall be subordinated to any other Group shall be set forth in the Series Supplements for each Series which is a member of such subordinate Group.

(d) Upon any New Issuance, Discover Funding as the Holder of the Transferor Certificate shall execute and deliver to the Trustee, and the Trustee shall authenticate pursuant to Section 6.03, one or more Series of Investor Certificates. The Investor Certificates of any such Series shall be substantially in the form specified in the applicable Series Supplement and shall each bear, upon its face, the designation for such Series.

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SECTION 6.07 Persons Deemed Owners. Prior to due presentation of a Certificate for registration of transfer or exchange, the Trustee, the Paying Agent, the Transfer Agent and any agent of any of them may treat the person in whose name any Registered Certificate is registered as the owner of such Registered Certificate for the purpose of receiving distributions pursuant to Section 5.01 and for all other purposes whatsoever; and neither the Trustee, the Paying Agent, the Transfer Agent nor any agent of any of them shall be affected by any notice to the contrary.

SECTION 6.08 Appointment and Duties of Paying Agent.

(a) The Paying Agent shall make distributions to Investor Certificateholders from the Series Distribution Accounts, the Series Interest Funding Accounts and the Series Principal Funding Accounts pursuant to Section 5.01 and the relevant provisions of the applicable Series Supplement. Any Paying Agent shall have the revocable power to withdraw funds from the Series Distribution Accounts, the Series Interest Funding Accounts and the Series Principal Funding Accounts for the purpose of making the distributions referred to above. The Trustee may revoke such power and remove the Paying Agent if the Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement or any Series Supplement in any material respect. The Paying Agent shall initially be the Trustee and any co-paying agent or paying agencies chosen by the Paying Agent and acceptable to the Trustee and the Transferor, including, if and for so long as any Class of any Series is listed on the Luxembourg Stock Exchange and such exchange so requires, a co-paying agent or paying agency in Luxembourg or another city in western Europe. The Trustee shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Transferor and upon the appointment of a successor to act as Paying Agent. For so long as the Trustee shall act as Paying Agent, the provisions of Sections 11.01, 11.02 and 11.03 shall apply to the Trustee in its role as Paying Agent.

(b) The Trustee shall cause any Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent will

(i) hold all sums held by it for payment to the Investor Certificateholders in trust for the benefit of the Investor Certificateholders entitled thereto until such sums shall be paid to such Investor Certificateholders;

(ii) 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 Certificates of any applicable withholding taxes imposed thereon, including FATCA Withholding Tax (including obtaining and retaining from Persons entitled to payments with respect to the Certificates any Tax Information and making any withholdings with respect to the Notes as required by the Internal Revenue Code (including FATCA) and paying over such withheld amounts to the appropriate governmental authority); and

(iii) comply with any applicable reporting requirements in connection with any payments made by it on any Certificates and any withholding of taxes therefrom, and, upon request, provide any Tax Information to the Issuer.

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SECTION 6.09 Access to List of Names and Addresses of Holders of Registered Certificates. The Trustee will furnish or cause to be furnished by the Transfer Agent to the Master Servicer or the Paying Agent, within five Business Days after receipt by the Trustee of a request therefor from the Master Servicer or the Paying Agent, respectively, in writing, a list in such form as the Master Servicer or the Paying Agent may reasonably require, of the names and addresses of the Holders of Registered Certificates of any Class or Series as of the most recent Record Date for payment of distributions to such Holders of Registered Certificates. If three or more Holders of Registered Certificates of any Class of any Series (the “Applicants”) representing Fractional Undivided Interests aggregating not less than 5% of the Series Invested Amount of any Series apply in writing to the Trustee, and such application states that the Applicants desire to communicate with other Holders of Registered Certificates of such Class of such Series, or such Series, with respect to their rights under this Agreement, the relevant Series Supplement or the Investor Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall afford or shall cause the Transfer Agent to afford such Applicants access during normal business hours to the most recent list of Holders of Registered Certificates of such Class of such Series, or such Series, held by the Trustee, within five Business Days after the receipt of such application. Such list shall be as of a date no more than 45 days prior to the date of receipt of such Applicants’ request. Every Holder of a Registered Certificate, by receiving and holding such Certificate, agrees with the Trustee that neither the Trustee, the Transfer Agent, nor any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of such Certificateholders hereunder, regardless of the source from which such information was derived.

SECTION 6.10 Authenticating Agent.

(a) The Trustee may appoint one or more authenticating agents with respect to one or more Series which shall be authorized to act on behalf of the Trustee in authenticating the Certificates of such Series in connection with the issuance, delivery, registration of transfer, exchange or repayment of such Certificates. Wherever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent must be acceptable to the Transferor.

(b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Trustee or such authenticating agent.

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(c) An authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Transferor. The Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Transferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Trustee or the Transferor, the Trustee promptly may appoint a successor authenticating agent. Any successor authenticating agent upon acceptance of its appointment hereunder shall 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 shall be appointed unless acceptable to the Trustee and the Transferor.

(d) The Trustee agrees to pay to each authenticating agent from time to time reasonable compensation for its services under this Section 6.10, and the Trustee shall be entitled to be reimbursed and the Master Servicer shall reimburse the Trustee for such payments, subject to the provisions of Section 11.05.

(e) The provisions of Sections 11.01, 11.02 and 11.03 shall be applicable to any authenticating agent.

(f) Pursuant to an appointment made under this Section 6.10, the Certificates of an applicable Series may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form:

“This is one of the Certificates described in the Pooling and Servicing Agreement and Series Supplement.

as Authenticating Agent for the Trustee,
By:
	Authorized Officer”

SECTION 6.11 Global Certificate; Exchange Date.

(a) If specified in the related Series Supplement for any Series or Class, the Investor Certificates of such Series or Class, as applicable, will initially be issued as a single temporary global certificate (the “Global Certificate”), in the denomination of the Series Initial Investor Interest or the Class Initial Investor Interest, as applicable, and substantially in the form set forth in the exhibit with respect thereto attached to the related Series Supplement. The Global Certificate will be authenticated by the Trustee upon the same conditions, in substantially the same manner and with the same effect as the Definitive Certificates. The Global Certificate may be exchanged as described below for Registered Certificates in definitive form (the “Definitive Euro-Certificates”).

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(b) The Manager shall advise the Trustee, the Transferor, the Common Depositary, Clearstream Banking and Euroclear of the Exchange Date. The Global Certificate may be exchanged for Definitive Euro-Certificates only on or after the Exchange Date. A United States institutional investor may exchange the portion of the Global Certificate beneficially owned by it only for an equal aggregate principal amount of Registered Certificates bearing the applicable legend set forth in the form of Registered Certificate attached to the related Series Supplement and having a minimum denomination of $500,000. The Transferor may waive the $500,000 minimum denomination requirement if they so elect. Upon any demand for exchange for Definitive Euro-Certificates in accordance with this paragraph, the Transferor shall cause the Trustee to authenticate and deliver the Definitive Euro-Certificates to the Holder according to the instructions of the Holder, in the case of Registered Certificates, but in either case only upon presentation to the Trustee of a written statement with respect to the Global Certificate or portion thereof being exchanged signed by Clearstream Banking or Euroclear and dated on or after the Exchange Date, to the effect that it has received in writing or by tested telex a certification substantially in the form of Exhibit H signed by the Manager which sold the relevant Certificates. Upon receipt of such certification, the Trustee shall cause the Global Certificate to be endorsed in accordance with paragraph (d) below. Any exchange as provided in this Section shall be made free of charge to the holders and the beneficial owners of the Global Certificate and to the beneficial owners of the Definitive EuroCertificates issued in exchange, except that a person receiving Definitive Euro-Certificates must bear the cost of insurance, postage, transportation and the like in the event that such person does not receive such Definitive Euro-Certificates in person at the offices of Clearstream Banking or Euroclear.

(c) The delivery to the Trustee by Clearstream Banking or Euroclear of any written statement referred to above may be relied upon by the Transferor and the Trustee as conclusive evidence that a corresponding certification or certifications has or have been delivered to Clearstream Banking or Euroclear, as applicable, pursuant to the terms of this Agreement. The Trustee, Clearstream Banking and Euroclear, as the case may be, shall retain each certificate delivered pursuant to Section 6.11 for a period of four calendar years following the year in which such certificate is received.

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

SECTION 6.12 Meetings of Certificateholders.

(a) Notice of any meeting of Investor Certificateholders, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given in accordance with Section 13.05, the first mailing and publication to be not less

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than 20 nor more than 180 days prior to the date fixed for the meeting. To be entitled to vote at any meeting of Investor Certificateholders a person shall be the Holder of or a person appointed by an instrument in writing as proxy by the Holder of one or more Registered Certificates. The only persons who shall be entitled to be present or to speak at any meeting of Investor Certificateholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Transferor, the Master Servicer and the Trustee and their respective counsel.

(b) At a meeting of Investor Certificateholders, persons entitled to vote Investor Certificates evidencing a majority of the Series Invested Amount or the Class Invested Amount, as applicable, of the applicable Series or Class or the sum of the Series Invested Amounts for all applicable Series, as the case may be, shall constitute a quorum. For purposes of determining whether a quorum is present, the applicable Class Invested Amount and Series Invested Amount shall be calculated without taking into account the Class Investor Interest represented by any Investor Certificates beneficially owned by the Transferor or any affiliate of the Transferor. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum at any such meeting, the meeting may be adjourned for a period of not less than 10 days; in the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days; at the reconvening of any meeting further adjourned for lack of a quorum, the persons entitled to vote Investor Certificates evidencing at least 25% of the Series Invested Amount or the Class Invested Amount, as applicable, of the applicable Series or Class or the sum of the Series Invested Amounts for all applicable Series, as the case may be, shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the Series Invested Amount or the Class Invested Amount, as applicable, or of the sum of the Series Invested Amounts for all applicable Series, as the case may be, which shall constitute a quorum.

(c) Any Holder of a Registered Certificate who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Holder of a Registered Certificate shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Subject to the provisions of Section 13.01(b), any resolution passed or decision taken at any meeting of Certificateholders duly held in accordance with this Section shall be binding on all Investor Certificateholders of the applicable Class or Series, whether or not present or represented at the meeting.

(d) The holding of Registered Certificates shall be proved by the Certificate Register. The appointment of any proxy with respect to a Registered Certificate shall be proved by having the signature of the person executing the proxy guaranteed by any bank, trust company or recognized securities dealer satisfactory to the Master Servicer.

(e) The Trustee shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of

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persons entitled to vote evidencing a majority of the Series Invested Amount or the Class Invested Amount, as applicable, of the applicable Series or Class or the sum of the Series Invested Amounts for all applicable outstanding Series, as the case may be, represented at the meeting. No vote shall be cast or counted at any meeting in respect of any Investor Certificate challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as an Investor Certificateholder or proxy. Any meeting of Investor Certificateholders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice.

(f) The vote upon any resolution submitted to any meeting of Investor Certificateholders shall be by written ballot on which shall be subscribed the signatures of Investor Certificateholders or proxies and on which shall be inscribed the serial number or numbers of the Investor Certificates held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Investor Certificateholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Master Servicer and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

SECTION 6.13 Special Provisions for Certain Series. Except with respect to the provisions of Sections 6.03, 6.04(b) and 6.06 and provisions relating specifically to the Transferor Certificate, the foregoing provisions of this Article VI may be modified with respect to any Series to the extent provided in the applicable Series Supplement.

SECTION 6.14 Exchange of Investor Certificates for Transferor Interest. In the event that the Transferor becomes a Certificate Owner or an Investor Certificateholder (in the event that Definitive Certificates are issued pursuant to Section 6.02), Discover Funding as the Holder of the Transferor Certificate may cancel such Investor Certificates on a Distribution Date with respect to such Investor Certificates by providing notice to the Trustee of such cancellation; provided, however, that no Investor Certificates, except Class A Certificates, may be cancelled unless Discover Funding as the Holder of the Transferor Certificate shall have been advised by the Rating Agencies that such cancellation would not cause the rating of any Class of any Series then outstanding to be lowered below the Required Rating or withdrawn. Such cancellation shall be deemed to occur after giving effect to all allocations and payments pursuant to Article IV hereof and the applicable provisions of the Series Supplements for each Series then outstanding as of such Distribution Date and the related Trust Distribution Date. Simultaneously with such cancellation, the Class Investor Interest of the applicable Class and the Series Investor Interest of the Series under which such Investor Certificates were issued shall be reduced, and the Transferor Interest shall be increased, by the aggregate Class Investor Interest represented by

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such cancelled Investor Certificates, in each case as of the end of the related Due Period. Such reduction in the Class Investor Interest will not result in any change in any numerator for purposes of determining any Class Percentage with respect to such Class if a Fixed Principal Allocation Event with respect to such Series has previously occurred. Discover Funding as the Holder of the Transferor Certificate shall promptly notify the Rating Agencies of any exchange of Investor Certificates for Transferor Interest pursuant to this Section 6.14.

ARTICLE VII.

OTHER MATTERS RELATING TO THE TRANSFEROR

SECTION 7.01 Liability of the Transferor. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor in such capacity herein.

SECTION 7.02 Merger or Consolidation of, or Assumption of the Obligations of, the Transferor.

(a) Nothing in this Agreement shall prevent any consolidation or merger of the Transferor with or into any other corporation, limited liability company or other business entity or any consolidation or merger of any other such entity with or into the Transferor, or any sale or transfer of all or substantially all of the property and assets of the Transferor to any other such entity lawfully entitled to acquire the same; provided, however, that

(i) if the Transferor is not the surviving entity, such successor corporation, limited liability company or other business entity shall be organized and existing under the laws of the United States of America or any state or the District of Columbia; or

(ii) the Transferor shall have been advised by any Rating Agency that the rating of any Investor Certificates of any Class of any Series then outstanding would not be lowered below the Required Rating or withdrawn as a result of such transaction; and

provided, further, that, so long as Certificates are outstanding hereunder, the Transferor 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 Agreement to be kept or performed by the Transferor shall, by an agreement supplemental hereto, executed and delivered to the Trustee, be assumed by the corporation (if other than the Transferor) 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 Transferor, just as fully and effectually as if such successor business entity had been the original party of the first part hereto; and in the event of any such sale or transfer the Transferor may be dissolved, wound up and liquidated at any time thereafter.

(b) The obligations of the Transferor hereunder shall not be assignable, nor shall any Person succeed to the obligations of the Transferor hereunder, except in each case in accordance with the provisions of the foregoing subsection (a).

(c) the Transferor shall notify the Rating Agencies on or before the date of any consolidation, merger or transfer of all or substantially all of its property and assets pursuant to subsection (a) of this Section 7.02.

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SECTION 7.03 Limitation on Liability of Certain Persons. No recourse under or upon any obligation or covenant of this Agreement or any Series Supplement, or of any Certificate, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Transferor or of any successor corporation, either directly or through the Transferor, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Agreement and any Series Supplement and the obligations incurred hereunder and thereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by the incorporators, stockholders, officers or directors, as such, of the Transferor or of any successor corporation to the Transferor, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations or covenants contained in this Agreement, any Series Supplement or in any of the Certificates or implied therefrom; and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Agreement or any Series Supplement or in any of the Certificates or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Agreement and any Series Supplement and the issuance of such Certificates. The Transferor and any director or officer or employee or agent of the Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

SECTION 7.04 Transferor Indemnification of the Trust and the Trustee. Discover Funding as the Holder of the Transferor Certificate shall indemnify and hold harmless the Trust and the Trustee from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Transferor with respect to the Trust, the Trust or the Trustee pursuant to this Agreement or any Series Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that Discover Funding as the Holder of the Transferor Certificate shall not indemnify the Trustee if such acts, omissions or alleged acts or omissions constitute fraud, negligence, breach of fiduciary duty or misconduct by the Trustee; and provided, further, that Discover Funding as the Holder of the Transferor Certificate shall not indemnify the Trust or the Investor Certificateholders for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; and provided, further, that Discover Funding as the Holder of the Transferor Certificate shall not indemnify the Trust or the Investor Certificateholders with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Trust or the Investor Certificateholders in connection herewith to any taxing authority, which taxes shall be the sole obligation of the Trust or the Investor Certificateholders. Any such indemnification shall only be from assets of the

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Transferor, shall be subordinate to the security interest of the Trust in the Receivables and Interchange and shall not constitute a claim against the Transferor in excess of the lesser of (i) the Transferor’s assets available to pay such claim or (ii) the amount of such claim multiplied by a fraction the numerator of which is the aggregate amount of Principal Receivables in the Trust which were originated by the Transferor and the denominator of which is the aggregate amount of Principal Receivables in the Trust. The obligations under this Section shall survive the termination of the Trust and the resignation or removal of the Trustee.

SECTION 7.05 Transfer or Conveyance of Transferor Certificate. The Transferor may not transfer any portion of its interest in the Transferor Certificate except to an affiliate of Discover Bank that is included in the same “affiliated group” as Discover Bank for United States federal income tax purposes; provided that the Transferor shall have received confirmation that the transfer will not result in a reduction below or withdrawal of the Required Rating of any Class of any Series then outstanding as confirmed in writing by the Rating Agencies.

SECTION 7.06 Corporate Actions. So long as any Investor Certificates are outstanding, the Transferor’s board of directors will hold appropriate meetings or will take appropriate action by written consent in accordance with applicable state law to authorize all of the Transferor’s corporate actions.

SECTION 7.07 Fiscal Year. The Master Servicer shall have the authority to determine or change the Trust’s fiscal year from time to time, including designating any necessary transition period. The Master Servicer shall notify the Trustee, each Servicer, and each Servicing Participant of any change in fiscal year as promptly as practicable after such change.

ARTICLE VIII.

OTHER MATTERS RELATING TO THE MASTER

SERVICER AND THE SERVICERS

SECTION 8.01 Master Servicer and Servicer Liability. The Master Servicer and each Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer or such Servicer in such capacity herein.

SECTION 8.02 Merger or Consolidation of, or Assumption of the Obligations of, the Master Servicer or any Servicer. Nothing in this Agreement shall prevent any consolidation or merger of the Master Servicer or any Servicer with or into any other corporation, or any consolidation or merger of any other corporation with or into the Master Servicer or any Servicer, or any sale or transfer of all or substantially all of the property and assets of the Master Servicer or any Servicer to any other corporation lawfully entitled to acquire the same; provided, however, that, so long as Certificates are outstanding hereunder, the Master Servicer and each Servicer 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 Agreement to be kept or performed by the Master Servicer or such Servicer, as applicable, shall, by an agreement supplemental hereto, executed and delivered to the Trustee, be assumed by the corporation (if other than the Master Servicer or such Servicer)

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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 Master Servicer or such Servicer, 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 Master Servicer or such predecessor Servicer may be dissolved, wound up and liquidated at any time thereafter. The Master Servicer shall notify Moody’s and Standard & Poor’s of any consolidation, merger or transfer of all or substantially all of its property or assets or of the property or assets of any Servicer pursuant to this Section 8.02.

SECTION 8.03 Limitation on Liability of the Master Servicer and each Servicer and Others. No recourse under or upon any obligation or covenant of this Agreement or any Series Supplement, or of any Certificate, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, shareholder, officer or director, as such, past, present or future, of the Master Servicer or any Servicer or of any successor corporation, either directly or through the Master Servicer or any Servicer, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Agreement and any Series Supplement and the obligations incurred hereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by the incorporators, shareholders, officers or directors, as such, of the Master Servicer or any Servicer or of any successor corporation, or any of them, because of the creation of any indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Agreement or any Series Supplement or in any of the Certificates or implied therefrom; and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, shareholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations or covenants contained in this Agreement or any Series Supplement or in any of the Certificates or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Agreement and any Series Supplement and the issue of such Certificates. The Master Servicer and each Servicer and any director or officer or employee or agent of the Master Servicer and each Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Master Servicer nor any Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Receivables (and receivables in Charged-Off Accounts) in accordance with this Agreement or any Series Supplement which in its reasonable opinion may involve it in any expense or liability.

SECTION 8.04 Master Servicer or Servicer Resignation. Neither the Master Servicer nor any Servicer shall 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 Master Servicer or such Servicer 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 Master Servicer under any Requirements of Law and that, in the Master Servicer’s reasonable judgment, must be satisfied in order for any affiliate of the Master Servicer not otherwise treated as a bank holding company (or

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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 Master Servicer or any affiliate of the Master Servicer may engage. Any such determination permitting the resignation of the Master Servicer or such Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a Successor Master Servicer or Successor Servicer, as applicable, shall have assumed the responsibilities and obligations of the Master Servicer or such Servicer in accordance with Section 10.03 hereof. The Master Servicer shall notify Standard & Poor’s of any resignation of any Servicer or the Master Servicer pursuant to this Section 8.04.

SECTION 8.05 Access to Certain Documentation and Information Regarding the Receivables and Interchange. The Master Servicer and each Servicer shall provide to the Trustee access to its documentation regarding the Accounts, the Receivables (and receivables in Charged-Off Accounts) and Interchange in such cases where the Trustee is required in connection with the enforcement of the rights of the Investor Certificateholders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon reasonable request, (ii) during normal business hours, (iii) subject to the Master Servicer’s or the Servicer’s normal security and confidentiality procedures and (iv) at offices designated by the Master Servicer or the Servicer, as applicable. Nothing in this Section 8.05 shall derogate from the obligation of the Transferor, the Trustee, the Master Servicer and each Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors. The failure of the Master Servicer or the Servicer, as applicable, to provide access as provided in this Section 8.05 as a result of such obligation shall not constitute a breach of this Section 8.05.

SECTION 8.06 Delegation of Duties. In the ordinary course of business, the Master Servicer and each Servicer may at any time delegate any of its duties hereunder to any Person who agrees to conduct such duties in accordance with the applicable Credit Guidelines. Such delegation shall not relieve the Master Servicer or any Servicer of its liabilities and responsibilities with respect to such duties, and shall not constitute a resignation within the meaning of Section 8.04 hereof. Discover Bank shall provide the Rating Agencies and the Trustee with written notice prior to the delegation of any of its duties as Master Servicer or Servicer to any Person other than Discover Bank or its affiliates or their respective successors and assigns. The Master Servicer shall provide the Rating Agencies with written notice prior to the delegation by any other Servicer of any of the duties of such Servicer to any other Person, other than such Servicer’s affiliates or their respective successors and assigns.

SECTION 8.07 Examination of Records. Each Servicer shall clearly and unambiguously identify each Account with respect to which it is the Servicer (including each Charged-Off Account and any Additional Account designated pursuant to Section 2.10) in its computer records to reflect that the Receivables (or receivables) arising in such Account and the corresponding portion of Interchange arising on and after the effective date of designation of such Account have been conveyed to the Trust pursuant to this Agreement or an Assignment. Each Servicer shall, prior to the sale or transfer to a third party of any receivable held in its custody, examine its computer and other records to determine that such receivable is not a Receivable (or a receivable in a Charged-Off Account).

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SECTION 8.08 The Transferor or Master Servicer to File Reports Pursuant to Securities Exchange Act. The Transferor and the Master Servicer are hereby authorized by the Trustee to file on behalf of the Trust all reports required to be filed with the Securities and Exchange Commission or any exchange or association of securities dealers pursuant to the Securities Exchange Act of 1934, as amended, or any rules or regulations thereunder. The Trustee shall not be obligated to file on behalf of the Trust any such reports described in the preceding sentence.

ARTICLE IX.

AMORTIZATION AND CERTAIN OTHER EVENTS

SECTION 9.01 Amortization Events. If any one of the following events shall occur with respect to any Series of Investor Certificates:

(a) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of this Agreement or a related Series Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made herein or (ii) duly to observe or perform in any material respect any other material covenants or agreements of the Transferor set forth in this Agreement or a Series Supplement, which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by the Investor Certificateholders evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby;

(b) any representation or warranty made in this Agreement by the Transferor or a Series Supplement or any information contained in Schedule 1 hereto shall prove to have been incorrect in any material respect when made or when delivered, which representation, warranty or Schedule 1 continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby;

(c) the Transferor or any Additional Originator that is subject to the bankruptcy laws of the United States of America shall file a petition commencing a voluntary case under any chapter of the federal bankruptcy laws; the Transferor or any such Additional Originator shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable federal law, or shall consent to the filing of any such petition, answer, or consent; or the Transferor or any such Additional Originator shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due;

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(d) Discover Bank or any Additional Originator that is not subject to the bankruptcy laws of the United States of America shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Discover Bank or any such Additional Originator; or Discover Bank or any such Additional Originator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations;

(e) any order for relief against the Transferor or any Additional Originator that is subject to the bankruptcy laws of the United States of America shall have been entered by a court having jurisdiction in the premises under any chapter of the federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the Transferor or any such Additional Originator under any other similar applicable federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of the Transferor any such Additional Originator, or of any substantial part of the property of the Transferor or any such Additional Originator, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days;

(f) the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement and such inability shall continue for five Business Days;

(g) [reserved];

(h) the Trust shall become an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

(i) any Master Servicer Termination Event or any Servicer Termination Event shall occur;

(j) the amount of Principal Receivables in the Trust at the end of any Due Period shall be less than the Minimum Principal Receivables Balance and the Transferor shall have failed to assign Receivables in Additional Accounts or Participation Interests to the Trust on behalf of the Holder of the Transferor Certificate in at least the amount of such deficiency by

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the tenth day of the calendar month of the following due Period (for purposes of this clause (i) the amount of Receivables in Additional Accounts shall be determined as of the last day of the Due Period preceding the assignment of such Receivables to the Trust); or

(k) any other event specified as an Amortization Event in the Series Supplement for such Series shall occur;

then, in the case of any event described in subparagraph (a), (b) or (i), after any applicable grace period set forth in such subparagraphs, either the Trustee or the Holders of Investor Certificates of any Class materially adversely affected thereby evidencing Fractional Undivided Interests aggregating not less than 51% of the Class Invested Amount of such Class by notice given in writing to Discover Funding as the Holder of the Transferor Certificate and the Master Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice; in the case of any event described in subparagraphs (c), (d), (e), (f), (h) or (j) an Amortization Event shall occur immediately upon the occurrence of such event; and in the case of any event described in subparagraph (k), an Amortization Event shall occur with respect to such Series pursuant to the terms of such Series Supplement.

If an Amortization Event described in subparagraphs (c), (d), (e), (f), (h) or (j) shall occur, this Section 9.01 constitutes written notice by the Trustee and not less than 51% of the Class Invested Amount of each Class of each Series then outstanding to the Master Servicer and Transferor that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Transferor and the Master Servicer, shall be required as a condition of the occurrence of any Amortization Event described in subparagraphs (c), (d), (e), (f), (h) or (j). Discover Funding as the Holder of the Transferor Certificate (or the Master Servicer with respect to an Amortization Event that relates to the Master Servicer or any Servicer) shall give prompt notice to the Rating Agencies of the occurrence of any Amortization Event.

ARTICLE X.

MASTER SERVICER AND SERVICER TERMINATION EVENTS

SECTION 10.01 Master Servicer Termination Events. If any one of the following events (a “Master Servicer Termination Event”) shall occur and be continuing:

(a) any failure by the Master Servicer to make any payment, transfer or deposit or to give instructions to the Trustee to make any withdrawal on or before the date occurring five Business Days after the date such payment, transfer or deposit or instruction is required to be made or given as the case may be, under the terms of this Agreement, any Series Supplement or the Master Servicing Agreement;

(b) failure on the part of the Master Servicer duly to observe or perform in any respect any other covenants or material agreements of the Master Servicer set forth in this Agreement, any Series Supplement or the Master Servicing Agreement, which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee, or to the Master Servicer and the Trustee by the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby; or

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(c) any representation, warranty or certification made by the Master Servicer in this Agreement, any Series Supplement, the Master Servicing Agreement or in any certificate delivered pursuant to this Agreement, any Series Supplement or the Master Servicing Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Certificateholders of any Class of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee, or to the Master Servicer and the Trustee by the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby; or

(d) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations;

then, in the event of any such Master Servicer Termination Event, so long as the Master Servicer Termination Event shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Class Invested Amount of any Class materially adversely affected thereby, by notice then given in writing to the Master Servicer (and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all of the rights and obligations of the Master Servicer under this Agreement and any Series Supplements then outstanding. After receipt by the Master Servicer of such Termination Notice, and on the date that a Successor Master Servicer shall have been appointed by the Trustee pursuant to Section 10.03, all authority and power of the Master Servicer under this Agreement shall pass to and be vested in a Successor Master Servicer; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Master Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Master Servicer agrees to cooperate with the Trustee and such Successor Master Servicer in effecting the termination of the responsibilities and rights of the Master Servicer to conduct servicing hereunder, including, without limitation, the transfer to such Successor Master Servicer of all authority of the Master Servicer to service the Receivables (and receivables in Charged-Off Accounts) provided for under this Agreement, including, without limitation, all authority over all Collections which shall

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on the date of transfer be held by the Master Servicer for deposit, or which have been deposited by the Master Servicer in any Investor Account, or which shall thereafter be received with respect to the Receivables (or receivables in Charged-Off Accounts), and in assisting the Successor Master Servicer. The terminated Master Servicer shall promptly make available its electronic records relating to the Receivables (and receivables in Charged-Off Accounts) and Interchange to the Successor Master Servicer in such electronic form as the Successor Master Servicer may reasonably request and shall promptly make available to the Successor Master Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables (and receivables in Charged-Off Accounts) and the determining and reporting of Interchange in the manner and at such times as the Successor Master Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the terminated Master Servicer to disclose to the Successor Master Servicer information of any kind which the Master Servicer reasonably deems to be confidential, the Successor Master Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Master Servicer shall deem necessary to protect its interests.

SECTION 10.02 Servicer Termination Events. If any one of the following events (a “Servicer Termination Event”) shall occur and be continuing with respect to any Servicer:

(a) any failure by any Servicer to make any payment, transfer or deposit on or before the date occurring five Business Days after the date such payment, transfer or deposit is required to be made under the terms of this Agreement, any Series Supplement or the Master Servicing Agreement; or

(b) failure on the part of any Servicer duly to observe or perform in any respect any covenants or material agreements of such Servicer set forth in this Agreement, any Series Supplement or the Master Servicing Agreement, which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to such Servicer by the Trustee, or to such Servicer and the Trustee by the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby; or

(c) any representation, warranty or certification made by any Servicer in this Agreement, any Series Supplement, the Master Servicing Agreement or in any certificate delivered pursuant to this Agreement, any Series Supplement or the Master Servicing Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Certificateholders of any Class of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to such Servicer by the Trustee, or to such Servicer and the Trustee by the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby; or

(d) any Servicer that is not subject to the bankruptcy laws of the United States of America shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or

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relating to such Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against any Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; or any Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or

(e) any Servicer that is subject to the bankruptcy laws of the United States of America shall file a petition commencing a voluntary case under any chapter of the federal bankruptcy laws; or any such Servicer shall file a petition or answer or consent seeking reorganization, arrangement, adjustment or composition under any other similar applicable federal law, or shall consent to the filing of any such petition, answer or consent; or any such Servicer shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; or

(f) any order for relief against any Servicer that is subject to the bankruptcy laws of the United States of America shall have been entered by a court having jurisdiction in the premises under any chapter of the federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of any such Servicer under any other similar applicable federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of any such Servicer, or of any substantial part of the property of any such Servicer, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days;

then, in the event of any Servicer Termination Event, so long as the Servicer Termination Event shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Class Invested Amount of any Class materially adversely affected thereby, by notice then given in writing to the Master Servicer and to the Servicer to which any such Servicer Termination Event relates (and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all of the rights and obligations of such Servicer under this Agreement, any Series Supplements then outstanding and the Master Servicing Agreement. After receipt by such Servicer of such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.03 with respect to such Servicer, all authority and power of such Servicer under this Agreement, any Series Supplements then outstanding and the Master Servicing Agreement shall pass to and be vested in such Successor Servicer; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of

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such Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of such Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. Such Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of such Servicer to conduct servicing hereunder, including, without limitation, the transfer to such Successor Servicer of all authority of such Servicer to service such Servicer’s Receivables (and receivables in Charged-Off Accounts) provided for under this Agreement, including, without limitation, all authority over all Collections which shall on the date of transfer be held by such Servicer for deposit, or which have been deposited by such Servicer in any Investor Account, or which shall thereafter be received with respect to such Receivables (or receivables in Charged-Off Accounts), and in assisting the Successor Servicer. The terminated Servicer shall promptly make available its electronic records relating to the Receivables (and receivables in Charged-Off Accounts) and Interchange to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly make available to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables (and receivables in Charged-Off Accounts) and the determining and reporting of Interchange in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.02 shall require the terminated Servicer to disclose to the Successor Servicer information of any kind which such Servicer reasonably deems to be confidential, such Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as such Servicer shall deem necessary to protect its interest.

SECTION 10.03 Trustee to Act; Appointment of Successor Master Servicer and/or Successor Servicer.

(a) On and after the receipt by the Master Servicer or any Servicer of a Termination Notice pursuant to Section 10.01 or 10.02, the Master Servicer or such Servicer, as applicable, shall continue to perform all servicing functions performed by it under this Agreement until the date specified in the Termination Notice or otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by Master Servicer or such Servicer, as applicable, and the Trustee. The Trustee shall as promptly as possible appoint a successor master servicer or servicer, as applicable, (the “Successor Master Servicer” or “Successor Servicer,” as applicable) and such Successor Master Servicer or Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Master Servicer or Successor Servicer has not been appointed or has not accepted its appointment at the time when the Master Servicer or such Servicer, as applicable, ceases to act as such, the Trustee without further action shall automatically be appointed the Successor Master Servicer or Successor Servicer, as applicable. Notwithstanding the above, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any bank or other corporation having a net worth of not less than $100,000,000 and whose regular business includes the servicing of credit card receivables as the Successor Master Servicer or Successor Servicer, as applicable, hereunder. The Trustee shall deliver notice to Standard & Poor’s of the proposed appointment of any Successor Master Servicer or Successor Servicer, and any such appointment of a Successor Master Servicer shall become effective only if Standard & Poor’s

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shall have advised the Trustee that such appointment would not cause the rating of any Class of any Series then outstanding to be lowered below the Required Rating or withdrawn; provided, however, that no such advice shall be necessary if such appointment is made by a court of competent jurisdiction.

(b) Upon its appointment, the Successor Master Servicer or Successor Servicer, as applicable, shall be the successor in all respects to the terminated Master Servicer or Servicer, as applicable, with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties, liabilities and protections relating thereto placed on or provided to the Master Servicer or Servicer by the terms and provisions hereof and the Successor Master Servicer or Successor Servicer, as applicable, shall be deemed to have made the representations and warranties set forth in Section 3.05 hereof, and all references in this Agreement to the Master Servicer or such Servicer, as applicable, shall be deemed to refer to the Successor Master Servicer or Successor Servicer, as applicable, except, if agreed upon by Discover Bank and any Successor Master Servicer or Successor Servicer, for the references in Section 11.05, which shall continue to refer to Discover Bank; provided, however, that Discover Bank shall not pay or reimburse the Trustee pursuant to Section 11.05 for any expense, disbursement or advance of the Trustee related to or arising as a result of the negligence or bad faith of the Successor Master Servicer or Successor Servicer. Any Successor Master Servicer or Successor Servicer, as applicable, shall expressly be authorized, subject to Section 8.06, to delegate any of its duties hereunder to Discover Bank on and after the date of any transfer of servicing pursuant to this Section 10.03.

(c) Upon its appointment, any Successor Master Servicer or Successor Servicer shall enter into the Master Servicing Agreement, and the former Master Servicer or Servicer, as applicable, shall cease to be a party to the Master Servicing Agreement.

(d) In connection with the appointment of a Successor Master Servicer, the Trustee may make such arrangements for the compensation of any Successor Master Servicer out of Collections and Interchange as it and such Successor Master Servicer shall agree; provided, however, that no such compensation shall be in excess of the Monthly Servicing Fee set forth in Section 3.03. The Holder of the Transferor Certificate agrees that if the Master Servicer or any Servicer is terminated hereunder, it will, at the request of the Trustee or any Successor Master Servicer or Successor Servicer, deposit a portion of the Finance Charge Collections and Interchange that it is entitled to receive pursuant to Section 4.03(c)(ii) to pay its share of the compensation of such Successor Master Servicer or Successor Servicer.

(e) All authority and power granted to any Successor Master Servicer or Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.01, and shall pass to and be vested in the Holder of the Transferor Certificate and, without limitation, Discover Funding as the Holder of the Transferor Certificate is hereby authorized and empowered to execute and deliver, on behalf of any Successor Master Servicer or Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. Any Successor Master Servicer or Successor Servicer agrees to cooperate with the Holder of the Transferor Certificate in effecting the termination of the responsibilities and rights of such Successor Master Servicer

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or Successor Servicer to conduct servicing on the Receivables (and receivables in Charged-Off Accounts). Any Successor Master Servicer or Successor Servicer shall transfer its electronic records relating to the Receivables (and receivables in Charged-Off Accounts) to Discover Funding as the Holder of the Transferor Certificate in such electronic form as the Transferor may reasonably request and shall transfer all other records, correspondence and documents to Discover Funding as the Holder of the Transferor Certificate in the manner and at such times as the Transferor shall reasonably request. To the extent that compliance with this Section 10.03 shall require any Successor Master Servicer or Successor Servicer to disclose to the Transferor information of any kind which such Successor Master Servicer or Successor Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing and confidentiality agreements as such Successor Master Servicer or Successor Servicer shall deem necessary to protect its interests.

SECTION 10.04 Notification to Investor Certificateholders. Upon the occurrence of any Master Servicer Termination Event or any Servicer Termination Event, the Master Servicer or Servicer, as applicable, shall give prompt written notice thereof to the Trustee and the Trustee shall give notice to the Investor Certificateholders. Upon any termination or appointment of a Successor Master Servicer or a Successor Servicer pursuant to this Article X, the Trustee shall give prompt written notice thereof to the Rating Agencies and to the Investor Certificateholders.

SECTION 10.05 Waiver of Past Breaches. The Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Class Invested Amount of any Class of any Series affected by any default by the Master Servicer, any Servicer or the Transferor may, on behalf of all Holders of Certificates of such affected Class, waive the effect of any Master Servicer Termination Event or Servicer Termination Event or breach by the Transferor in the performance of its obligations hereunder and its consequences, except a failure to make any required deposits or payments in accordance with Section 4.03 or the applicable Series Supplement and except any Amortization Event arising under Sections 9.01(c), (d) or (e). Upon any such waiver of a past breach, such breach shall cease to exist with respect to such Class of such Series, and any breach arising therefrom shall be deemed to have been remedied for every purpose of this Agreement with respect to such Class of such Series. No such waiver shall extend to any subsequent or other breach or impair any right consequent thereon except to the extent expressly so waived.

ARTICLE XI.

THE TRUSTEE

SECTION 11.01 Duties of Trustee.

(a) The Trustee, prior to the occurrence of any Master Servicer Termination Event or any Servicer Termination Event of which it has knowledge and after the curing of all Master Servicer Termination Events and all Servicer Termination Events that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement or any Series Supplement. If any Master Servicer Termination Event or any Servicer Termination Event of which the Trustee has knowledge has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by

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this Agreement or any Series 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 Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement or any Series Supplement, shall examine them to determine whether they conform to the requirements of this Agreement or such Series Supplement. The Trustee shall give prompt written notice to the Certificateholders of any lack of conformity of any such instrument to the applicable requirements of this Agreement or any Series Supplement discovered by the Trustee that would entitle a specified percentage of the Certificateholders of any Class of any Series to take any action pursuant to this Agreement or any Series Supplement.

(c) Subject to Section 11.01(a) no provision of this Agreement or any Series Supplement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:

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

(ii) The 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 Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Class Invested Amount of any Class of any Series materially adversely affected thereby relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement;

(iii) The Trustee shall not be charged with knowledge of any Master Servicer Termination Event referred to in Section 10.01(b) or (c) or any Servicer Termination Event referred to in Section 10.02(b) or (c) or with knowledge of any Amortization Event described in Sections 9.01(b), (c), (d), (e), (f), (i) or (j) (but only, in the case of Section 9.01(i), if such Amortization Event relates to either a Master Servicer Termination Event described in Section 10.01(b) or (c) or a Servicer Termination Event described in Section 10.02(b) or (c)) unless a Responsible Officer of the Trustee obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Master Servicer, any Servicer or any Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 10% of the Class Invested Amount of any Class of any Series materially adversely affected thereby; and

(iv) The Trustee shall not be liable for any loss attributable to the investment of funds in any Permitted Investment pursuant to this Agreement or any Series Supplement nor shall the Trustee be liable for the default or misconduct of the Master Servicer with regard to its obligations in respect of funds on deposit in any Series Principal Funding Account (as set forth in each applicable Series Supplement). In no event shall the Trustee be liable for the payment of interest on any funds in its possession, except as expressly provided in this Agreement.

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(d) The 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, and none of the provisions contained in this Agreement or any Series Supplement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer or any Servicer under this Agreement or any Series Supplement except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or any Servicer in accordance with the terms of this Agreement or any Series Supplement.

(e) Except for actions expressly authorized by this Agreement or any Series Supplement, the Trustee shall take no action reasonably likely to impair the interests of the Trust in any Receivable existing as of the Cut-Off Date or thereafter created or to impair the value of any Receivable now existing or hereafter created.

(f) Except as provided in Section 2.10 or an applicable Series Supplement, the Trustee shall have no power to vary the corpus of the Trust including, without limitation, the power to (i) accept any substitute obligation for a Receivable initially assigned to the Trust under Section 2.01 or 2.10 hereof, (ii) add any other investment, obligation or security to the Trust, or (iii) withdraw from the Trust any (a) Receivables or (b) receivables in Charged-Off Accounts, except for a withdrawal permitted under Sections 2.05(b), 2.07(b), 2.11 (including the removal of Interchange), 3.02(b), 3.02(e), 12.01 or 12.02.

(g) In the event that the Paying Agent or the Transfer 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 or the Transfer Agent, as the case may be, under this Agreement, the Trustee shall be obligated promptly to perform such obligation, duty or agreement in the manner so required.

(h) If the Transferor has agreed to transfer any of its credit receivables (other than the Receivables) to another Person, upon the written request of the Transferor, the Trustee will enter into such agreements with the transferee of such receivables as are necessary and desirable to separately identify the rights of the Trust and such other Person in the Transferor’s receivables; provided, however, that the Trustee shall not be required to enter into any agreement which could adversely affect the interests of the Certificateholders; and provided, further, that the Transferor shall provide the Rating Agencies with notice of any written agreement entered into pursuant to this Section 11.01(h).

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

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SECTION 11.02 Certain Matters Affecting the Trustee. Except as otherwise provided in Section 11.01:

(a) The Trustee may rely on and shall be protected in acting on, or in refraining from acting in accord 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 Agreement by the proper party or parties;

(b) The Trustee may consult with counsel and any 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 Opinion of Counsel;

(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any Series Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders (or, for any Series that issues only collateral certificates to an entity or entities that will issue securities supported by, among other things, such collateral certificates, to the holders of such securities, if the documents governing the terms of such securities so provide) pursuant to the provisions of this Agreement or any Series Supplement, unless such Certificateholders (or the holders of such securities, as applicable) shall have offered to the 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 Trustee of the obligations, upon the occurrence of any Master Servicer Termination Event or any Servicer Termination Event (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement or any Series Supplement, and to 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;

(d) The 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 Agreement or any Series Supplement;

(e) The 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 requested in writing so to do by Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Class Invested Amount of any Class of any Series which could be materially adversely affected if the Trustee does not make such investigation;

(f) The 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 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; and

(g) Except as may be required by Section 11.01(a) hereof, the Trustee shall not be required to make any initial or periodic examination of any documents or records related

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to the Receivables or the Accounts for the purpose of establishing the presence or absence of defects, the compliance by the Transferor with its representations and warranties or for any other purpose.

SECTION 11.03 Trustee Not Liable for Recitals in Certificates. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates). Except as set forth in Section 11.16, the Trustee makes no representations as to the validity or sufficiency of this Agreement or any Series Supplement or of the Certificates (other than the certificate of authentication on the Certificates) or of any Receivable or related document. The Trustee shall not be accountable for the use or application by the Transferor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Holder of the Transferor Certificate in respect of the Receivables or any deficiency in amounts deposited in any Investor Accounts by the Master Servicer.

SECTION 11.04 Trustee May Own Investor Certificates. The Trustee in its individual or any other capacity may become the owner or pledgee of Investor Certificates with the same rights with respect to such Investor Certificates as it would have if it were not the Trustee.

SECTION 11.05 The Master Servicer to Pay Trustee’s Fees and Expenses. The Master Servicer covenants and agrees to pay to the Trustee from time to time, and the 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 Trustee, and the Master Servicer will pay or reimburse the Trustee (without reimbursement from any Investor Account or otherwise) upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement or any Series 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 and except as provided in the following sentence. If the Trustee is appointed Successor Master Servicer or Successor Servicer pursuant to Section 10.03, the provision of this Section 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Master Servicer or Successor Servicer, as applicable, and the compensation of the Trustee as Successor Master Servicer or Successor Servicer shall be determined in accordance with Section 10.03 or the relevant provisions of the Master Servicing Agreement, as applicable. The Master Servicer’s obligations under this Section shall survive the termination of the Trust and the resignation or removal of the Trustee.

SECTION 11.06 Master Servicer and Servicer Indemnification of Trustee. The Master Servicer and each Servicer shall indemnify and hold harmless the 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 Trustee (whether or not indemnified against by other parties) arising out of any acts or omissions of the Master Servicer or such

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Servicer, as applicable, hereunder including, without limitation, acts or omissions of the Master Servicer or such Servicer relating to the administration of the Trust, the servicing and administration of the Receivables (and receivables in Charged-Off Accounts), the collection of payments due under the Receivables (and receivables in Charged-Off Accounts), the preparation of reports and other information with respect to the Receivables (and receivables in Charged-Off Accounts) or the Trust, the execution and delivery of any documents relating to the Receivables (and receivables in Charged-Off Accounts) or the Trust, and the registration or filing of any document with the Securities and Exchange Commission, the Internal Revenue Service or any other securities or tax authority of any jurisdiction with respect to the Receivables (and receivables in Charged-Off Accounts) or the Trust; provided, however, that neither the Master Servicer nor any Servicer shall indemnify the Trustee to the extent any such loss, liability, expense, damage or injury results from fraud, negligence, breach of fiduciary duty or misconduct by the Trustee or from action taken by the Trustee at the request of the Investor Certificateholders. The Master Servicer’s and each Servicer’s obligations under this Section shall survive the termination of the Trust and the resignation or removal of the Trustee.

SECTION 11.07 Eligibility Requirements for Trustee. The Trustee hereunder shall at all times 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, having a combined capital and surplus of at least $50,000,000 and a long-term debt rating from Moody’s of at least Baa3 and from Standard & Poor’s of at least BBB- and 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 11.07, 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. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.07, the Trustee shall resign immediately in the manner and with the effect specified in Section 11.08.

SECTION 11.08 Resignation or Removal of Trustee.

(a) The Trustee may, upon the giving of written notice to the Transferor and the Master Servicer and the appointment of a successor trustee, resign and be discharged from the trust hereby created. Upon receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning 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 Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.

(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 11.07 hereof and shall fail to resign after written request therefor by the Transferor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the 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 Master Servicer may remove the

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

(c) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 11.08 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.09 hereof. The Master Servicer shall provide written notice to the Rating Agencies of any resignation or removal of the Trustee and the appointment of any successor trustee.

SECTION 11.09 Successor Trustee.

(a) Any successor trustee appointed as provided in Section 11.08 hereof shall execute, acknowledge and deliver to the Transferor and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor 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 Series Supplement, with like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor trustee all documents and statements held by it hereunder; and the Transferor and the predecessor 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 11.09 unless at the time of such acceptance (i) such successor trustee shall be eligible under the provisions of Section 11.07 hereof and (ii) such successor trustee shall have a long-term debt rating of Baa3 (or a rating comparable thereto) or higher from Moody’s and of BBB- (or a rating comparable thereto) or higher from Standard & Poor’s; 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.

(c) Upon acceptance of appointment by a successor trustee as provided in this Section 11.09, such successor trustee shall notify all Certificateholders of such succession hereunder.

SECTION 11.10 Merger or Consolidation of Trustee. Any Person into which the 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 Trustee shall be a party, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be eligible under the provisions of Section 11.07 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 Trustee shall promptly notify Moody’s and Standard & Poor’s of the occurrence of any such event.

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SECTION 11.11 Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Agreement or any Series Supplement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust may at the time be located, the 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 Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 11.11, such powers, duties, obligations, rights and trusts as the 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 11.07 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 11.09 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:

(i) All rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the 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 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 (whether as Trustee hereunder or as successor to the Master Servicer or any Servicer hereunder), the 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 Trust 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 Trustee;

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

(iii) The 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 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 Agreement and the conditions of this Section 11.11. 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 Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement and any Series Supplement, specifically including every provision of this Agreement or any Series Supplement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Master Servicer and the Rating Agencies.

(d) Any separate trustee or co-trustee may at any time constitute the 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 Agreement or any Series 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 Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

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SECTION 11.12 Tax Returns. In the event the Trust shall be required to file tax returns, the Master Servicer shall cause a firm of nationally recognized independent public accountants to prepare any tax returns required to be filed by the Trust and shall remit such returns to the Trustee for signature at least five days before such returns are due to be filed. The Master Servicer shall also prepare or shall cause to be prepared all tax information required by law to be distributed to Certificateholders and shall deliver such information to the Trustee at least five days prior to the date it is required by law to be distributed to Certificateholders. The Trustee, upon request, will furnish the Master Servicer with all such information known to the Trustee as may be reasonably required in connection with the preparation of all tax returns of the Trust, and shall, upon request, execute such returns. In no event shall the Trustee or the Master Servicer be liable for any liabilities, costs or expenses of the Trust or the Investor Certificateholders 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 11.13 Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Agreement or any Series Supplement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders in respect of which such judgment has been obtained.

SECTION 11.14 Suits for Enforcement.

(a) If a Master Servicer Termination Event or any Servicer Termination Event with respect to any Servicer shall occur and be continuing, the Trustee, in its discretion may, subject to the provisions of Sections 10.01 and 10.02, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement or any Series 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 Agreement or any Series Supplement or in aid of the execution of any power granted in this Agreement or any Series Supplement or for the enforcement of any other, legal, equitable or other remedy as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Trustee or the Certificateholders.

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

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

SECTION 11.15 Rights of Investor Certificateholders to Direct Trustee. Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Class Invested Amount of any Class of any Series affected by the conduct of any proceeding or the exercise of any right conferred by the Trustee shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee; provided, however, that, subject to Section 11.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided, further, that nothing in this Agreement or any Series Supplement shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction by the Certificateholders.

SECTION 11.16 Representations and Warranties of Trustee. The Trustee represents and warrants and any successor trustee shall represent and warrant that:

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

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

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

SECTION 11.17 Maintenance of Office or Agency. The Holder of the Transferor Certificate will maintain at its expense in the Borough of Manhattan, The City of New York and in Chicago, Illinois in the case of Registered Certificates an office or offices or agency or agencies where notices and demands to or upon the Trustee in respect of the Certificates, this Agreement and any Series Supplement may be served. The Holder of the Transferor Certificate initially appoints the Corporate Trust Office of the Trustee as the office for such purposes in Chicago, Illinois and the New York office of the Trustee is located at 100 Wall Street, Suite 1600, New York, New York 10005 for such purposes in New York. The Trustee will give prompt written notice to the Master Servicer and each Servicer and to Certificateholders of any change in the location of the Certificate Register or any such office or agency.

SECTION 11.18 Requests for Agreement. A copy of the Agreement or any Series Supplement may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office and will be provided at the expense of the Master Servicer.

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ARTICLE XII.

TERMINATION

SECTION 12.01 Termination of the Transferor’s Obligations; Termination of Trust.

(a) The respective obligations and responsibilities of the Transferor, the Master Servicer, each Servicer and the Trustee created hereby shall terminate (other than the obligation of the Trustee to make payments to Certificateholders as hereafter set forth), except with respect to the duties described in Sections 7.04, 11.06 and Section 12.02(b), upon the Final Trust Termination Date or, if earlier, at the option of the Transferor, on the day after the Distribution Date on which funds shall have been deposited in the Series Distribution Accounts sufficient to pay in full the Aggregate Investor Interest plus accrued and unpaid Certificate Interest at the applicable Certificate Rates on all Series then outstanding.

(b) If as of the Distribution Date with respect to each Series then outstanding in the month immediately preceding the month in which the Final Trust Termination Date occurs the Aggregate Investor Interest would be greater than zero (after giving effect to all transfers, withdrawals and deposits to occur on such date pursuant to applicable Series Supplements), Receivables (or interests therein), which shall be selected at random from the Receivables, in an amount sufficient to yield proceeds equal to the Aggregate Investor Interest plus any accrued and unpaid Certificate Interest with respect to each outstanding Series and any amounts owing to any Credit Enhancement Provider with respect to any outstanding Series pursuant to the applicable Series Supplement (after giving effect to such transfers, withdrawals and deposits) shall be sold on behalf of the Trust before the Final Trust Termination Date by an institution acceptable to the Trustee and the Master Servicer that is either (i) a nationally recognized investment bank, (ii) a nationally recognized commercial bank or (iii) any other institution whose regular business includes the sale of receivables or trust certificates similar to the Investor Certificates, and the proceeds therefor shall be paid to the Trust on or prior to the last Distribution Date with respect to each Series then outstanding. Neither the Transferor nor any affiliate or agent of the Transferor shall be permitted to bid for or purchase Receivables pursuant to this Section 12.01(b); provided, however, that an affiliate or agent of the Transferor may act as selling institution for the sale as specified in the preceding sentence, so long as such affiliate or agent does not act as principal in connection with such sale. The proceeds of such sale shall be treated as Collections on the Receivables and shall be allocated among outstanding Series and deposited in accordance with Section 4.03 and the applicable Series Supplements; provided, however, that any such proceeds received after the end of the Due Period related to the last Distribution Date before the Final Trust Termination Date shall nevertheless be deemed to have been received during such Due Period. During such period ending on such Distribution Date, the Master Servicer and the Servicers shall continue to process Collections on the Receivables and deposit such Collections in accordance with the provisions of Section 4.03. Section 12.03 will apply with respect to any Receivables not sold pursuant to this Section 12.01(b).

SECTION 12.02 Final Distribution with Respect to any Series.

(a) Written notice of the termination of any Series, specifying the Distribution Date upon which the Investor Certificateholders of such Series may surrender their Certificates

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for payment of the final distribution and cancellation, shall be given (subject to at least two days’ prior notice from the Master Servicer to the Trustee) by the Trustee to Investor Certificateholders of such Series not later than the 10th day of the month of such final distribution specifying (i) the Distribution Date (which shall be the Distribution Date upon which the deposit is made pursuant to Section 2.05(b), 12.01(b) or 12.02(a)) upon which final payment for such Investor Certificates will be made upon presentation and surrender of such Investor Certificates 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 Distribution Date is not applicable, payments being made only upon presentation and surrender of the Investor Certificates at the office or offices therein specified. The Master Servicer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by an Officer’s Certificate setting forth the information specified in Sections 3.07(a) and 3.07(b) covering the period from the start of the then-current fiscal year or transition period, as applicable, through the date of such notice. The Trustee shall give such notice to the Transfer Agent, the Paying Agent and Moody’s at the time such notice is given to such Investor Certificateholders.

(b) Notwithstanding the termination of the Trust pursuant to Section 12.01(a) or the occurrence of the Series Termination Date with respect to any Series pursuant to Section 12.02(a) and the applicable Series Supplement, all funds then on deposit in the Series Distribution Account shall continue to be held in trust for the benefit of the Certificateholders of such Series and the Paying Agent or the Trustee shall pay such funds to such Certificateholders upon surrender of their Certificates. In the event that all of the Investor Certificateholders of such Series shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Investor Certificateholders of such Series to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Investor Certificateholders of such Series concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds in the Series Distribution Account held for the benefit of such Investor Certificateholders.

(c) If as of the Distribution Date in the month immediately preceding the month in which a Series Termination Date occurs, the Series Investor Interest with respect to such Series is greater than zero (after giving effect to all transfers, withdrawals and deposits to occur on such date), Receivables (or interests therein) in an amount sufficient to yield proceeds equal to the Series Investor Interest plus any accrued and unpaid Certificate Interest with respect to such Series and any amounts owing to the Credit Enhancement Provider with respect to such Series pursuant to the Series Supplement for such Series, if applicable, on such Series Termination Date (after giving effect to such transfers, withdrawals and deposits) shall be sold on behalf of the Trust by an institution acceptable to the Trustee and the Master Servicer that is either (i) a nationally recognized investment bank, (ii) a nationally recognized commercial bank or (iii) any other institution whose regular business includes the sale of receivables or of trust certificates similar to the Investor Certificates; provided, however, that in no event shall the amount of Receivables sold hereunder with respect to any Series exceed the product of (A) the aggregate amount of Receivables in the Trust and (B) a fraction the numerator of which is the Series Investor Interest of such Series and the denominator of which is the Aggregate Investor

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Interest, in each case, on such Distribution Date in the month immediately preceding the month in which such Series Termination Date occurs; and provided, further, the Receivables selected to be sold hereunder shall not be materially different from the Receivables remaining in the Trust as of such Distribution Date and shall be selected at random from the Receivables. The proceeds (the “Series Termination Proceeds”) therefrom shall be paid to the Trust and immediately deposited into the Series Distribution Account with respect to such Series and paid to the Investor Certificateholders of such Series and to the Credit Enhancement Provider or otherwise, if applicable, pursuant to the terms of the Series Supplement, on the Distribution Date with respect to such Series immediately following such deposit. Such payment shall be deemed to be the final distribution with respect to such Series. Neither the Transferor nor any affiliate or agent of the Transferor shall be permitted to bid for or purchase Receivables pursuant to this Section 12.02(c); provided, however, that an affiliate or agent may act as selling institution for the sale as specified in the first sentence of this Section 12.02(c), so long as such affiliate or agent does not act as principal in connection with such sale.

SECTION 12.03 The Transferor’s Termination Rights. Upon the termination of the Transferor’s obligations and responsibilities with respect to the Trust pursuant to Section 12.01 and the surrender, if applicable, of any certificated Transferor Certificate, the Trustee shall distribute to the Holder of the Transferor Certificate any Receivables and Interchange and cash remaining in the Trust in respect of the Transferor Interest. Such distribution will be made without recourse, representation or warranty except for the warranty that since the date of transfer by the Transferor under this Agreement, the Trustee has not sold, transferred or encumbered any such Receivables, Interchange or interests in either. Such distribution shall transfer all right, title and interest of the Trust in the Receivables and Interchange, whether then existing or thereafter created, and all proceeds of either except, if applicable, for amounts held by the Trustee pursuant to Section 12.02(b). The Trustee shall execute and deliver such instruments of transfer and assignment including, without limitation, any document necessary to release the Trust’s security interest in such Receivables and Interchange and to release any filing evidencing or perfecting such security interest, in each case without recourse, as shall be reasonably requested by the Holder of the Transferor Certificate to vest in the Holder of the Transferor Certificate all right, title and interest which the Trust had in such Receivables and Interchange.

ARTICLE XIII.

MISCELLANEOUS PROVISIONS

SECTION 13.01 Amendment.

(a) This Agreement and any Series Supplement may be amended from time to time by the Master Servicer, the Transferor, the Trustee and the Servicers, without the consent of any of the Certificateholders, for one or more of the following purposes:

(i) to add to the covenants and agreements of this Agreement or any Series Supplement for the benefit of the Investor Certificateholders of all or any Classes of all or any Series (and if such covenants and agreements are for the benefit of less than all Classes of all Series, stating that such covenants and agreements are expressly being included solely for the benefit of such Class of such Series), or to surrender any right or power herein reserved to or conferred upon the Transferor, the Master Servicer or any

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Servicer; provided, however, that such action shall not adversely affect in any material respect the interests of the Holders of any Class of any Series then outstanding; and provided, further, that the permitted activities of the Trust may be significantly changed pursuant to this Section 13.01(a) only with the consent of the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Aggregate Invested Amount (such percentage to be calculated without taking into account the Class Invested Amount represented by any Investor Certificates beneficially owned by the Transferor or any affiliate or agent of the Transferor);

(ii) to add provisions to or change or eliminate any of the provisions of this Agreement or any Series Supplement, provided that any such addition, change or elimination shall not adversely affect in any material respect the interests of the Holders of any Class of any Series then outstanding; and provided, further, that the permitted activities of the Trust may be significantly changed pursuant to this Section 13.01(a) only with the consent of the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Aggregate Invested Amount (such percentage to be calculated without taking into account the Class Invested Amount represented by any Investor Certificates beneficially owned by the Transferor or any affiliate or agent of the Transferor);

(iii) to add provisions to or change any of the provisions of this Agreement or any Series Supplement for the purpose of accommodating the addition of Participation Interests to the Trust pursuant to Section 2.10; or

(iv) to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in this Agreement, any Series Supplement or in any amendment to this Agreement or any Series Supplement.

The Trustee is hereby authorized to join with the Transferor, the Master Servicer and the Servicers in the execution of any amendment authorized or permitted by the terms of this Agreement, and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. A copy of each amendment adopted pursuant to this Section 13.01(a) shall be sent to the Rating Agencies.

(b) This Agreement and any Series Supplement may also be amended from time to time by the Master Servicer, the Transferor, the Trustee and the Servicers with the consent of the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 66-2/3% of the Class Invested Amount of each Class adversely affected at a meeting of the Investor Certificateholders of such Class at which a quorum is present, as described in Section 6.12, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any Series Supplement or of modifying in any manner the rights of the Investor Certificateholders of any Class then outstanding; provided, however, that the Trustee shall have been advised by the Rating Agencies that such amendment will not result in the rating assigned to any Class of any Series then outstanding to be downgraded below the Required Rating or withdrawn by each Rating Agency and provided, further that no such amendment shall materially and adversely affect the interests of the Investor

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Certificateholders of any Class then outstanding by reducing in any manner the amount of, or delaying the timing of, distributions which are required to be made on any Investor Certificate of any Class without the consent of the affected Investor Certificateholders or reducing the aforesaid percentage required to consent to any such amendment, without the consent of each Investor Certificateholder of each affected Class. For purposes of calculating whether a 66- 2/3% consent has been achieved pursuant to this Section 13.01(b), the applicable Class Invested Amount or Series Invested Amount shall be calculated without taking into account the Class Invested Amount represented by any Investor Certificates beneficially owned by the Transferor or any affiliate or agent of the Transferor, and neither the Transferor nor any affiliate or agent of the Transferor shall be entitled to vote on any amendment pursuant to this Section 13.01(b). Notwithstanding the foregoing, the permitted activities of the Trust may be significantly changed pursuant to this Section 13.01(b) only with the consent of the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Aggregate Invested Amount (such percentage to be calculated without taking into account the Class Invested Amount represented by any Investor Certificates beneficially owned by the Transferor or any affiliate or agent of the Transferor). The Trustee shall give prompt notice to the Rating Agencies of the solicitation of any consents for the purpose of amending this Agreement or any Series Supplement pursuant to this Section 13.01(b).

(c) Promptly after the execution of any such amendment or consent pursuant to Section 13.01(b), the Trustee shall notify the Investor Certificateholders of the substance of such amendment. No notice will be given to the Investor Certificateholders with regard to any amendment made pursuant to Section 13.01(a).

(d) It shall not be necessary for the consent of Investor Certificateholders under this Section 13.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe.

(e) Notwithstanding the foregoing provisions of this Section 13.01, none of (i) the execution and delivery of any Series Supplement pursuant to Section 6.06, (ii) the addition of Receivables and Interchange to the Trust pursuant to Section 2.10, (iii) the removal from the Trust of Receivables and Interchange pursuant to Section 2.11 or of receivables in Charged-Off Accounts pursuant to Sections 3.02(b) and 3.02(e), (iv) the addition or removal of the Transferor or Servicer in connection with an addition to or removal from the Trust of Receivables and Interchange, or (v) the replacement of any Servicer, Master Servicer or Trustee pursuant to the terms hereof, shall constitute an amendment for purposes of this Section 13.01.

(f) For purposes of Sections 2.05, 2.06, 2.07 and 13.01(a) of this Agreement, any material adverse effect on any Credit Enhancement Provider of any Series shall be deemed to constitute a material adverse effect on the interests of the Investor Certificateholders of such Series.

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SECTION 13.02 Protection of Right, Title and Interest to Trust.

(a) The Master Servicer shall cause all financing statements and continuation statements and any other necessary documents covering the Certificateholders and the Trustee’s right, title and interest to the Receivables and Interchange to be promptly 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 Trustee hereunder to all property comprising the Trust. The Master Servicer shall deliver to the 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. The Transferor shall cooperate fully with the Master Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.02(a). The Trustee shall not bear responsibility for filing status.

(b) Within fifteen days after the Transferor 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) above seriously misleading within the meaning of Sections 9-506 or 9-507 of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State with respect to the Transferor, the Transferor shall give the Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust’s security interest in the Receivables and Interchange and the proceeds thereof.

(c) Each of the Transferor, the Master Servicer and each Servicer will give the Trustee prompt written notice of any change in the State under the laws of which such entity is organized, any change in the form of such organization (e.g., corporation to LLC) or any other change that under the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement to continue the perfection of the Trust’s security interest in the Receivables or Interchange and the proceeds of either, and shall file any such financing statements or amendments as may be necessary to continue such perfection. Each of the Transferor, the Master Servicer and each Servicer will at all times maintain its location (determined in accordance with Section 9-307 of the UCC or any comparable or successor provision, however numbered) within the United States of America.

(d) The Master Servicer will deliver to the Trustee on or before the Trust’s Annual Report Date of each year beginning in 2005 an opinion of counsel containing substantially the provisions set forth in Exhibit I hereto. A copy of such opinion of counsel shall also be sent to the Rating Agencies.

SECTION 13.03 Limitations on Rights of Investor Certificateholders.

(a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement, any Series or the Trust, nor shall such death or incapacity entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding-up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

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(b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 hereof) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor, except as required by law, shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.

(c) No Certificateholder shall have any right by virtue of any provisions of this Agreement or any Series Supplement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement or any Series Supplement, unless such Certificateholder previously shall have given to the Trustee, and unless the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Class Invested Amount of any Class of any Series which may be materially adversely affected but for the institution of such action or proceeding shall have made, written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Certificateholders shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement or any Series Supplement to affect, disturb or prejudice the rights of the Certificateholders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Certificateholder, or to enforce any right under this Agreement or any Series Supplement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

SECTION 13.04 Governing Law; Exclusive Forum. Except as otherwise specifically provided herein (including the provisions of any Series Supplement making an election under the Delaware Asset-Backed Securities Facilitation Act, which Act is specifically intended to apply hereto), this Agreement and the Certificates shall be construed in accordance with the internal laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Each of Discover Bank, the Transferor and the Trustee hereby irrevocably consents and agrees that any legal or equitable action or proceeding brought by it arising under or in connection with the Agreement, as amended, the Amended and Restated Indenture (as amended, the “Indenture”) dated as of [            ], 20[    ], between the Note Issuance Trust and U.S. Bank National Association as Indenture Trustee, the Series 2007- CC Collateral Certificate Transfer Agreement, the Series 2007-CC Collateral Certificate or the Notes (each as defined in the Indenture) shall be brought exclusively in any federal or state court in the State of Delaware, and hereby irrevocably waives, and agrees not to assert in any action or proceeding brought against Discover Bank, the Transferor or the Trustee, any claim that it is not personally subject to the jurisdiction of any such court.

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SECTION 13.05 Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, or by overnight courier, or telecopied, to (i) (a) in the case of Discover Bank as Master Servicer or Servicer, 12 Read’s Way, New Castle, Delaware 19720, Attention: Secretary, telecopy (302) 323-7393 and email as separately provided by Discover Bank to the other parties to this Agreement, (b) in the case of the Trustee, U.S. Bank National Association, c/o U.S. Bank Corporate Trust Servicers, Attn: Edwin J. Janis, 190 S. LaSalle Street, Chicago, Illinois 60603, telecopy (312)-325-8905 and email as separately provided by the Trustee to the other parties to this Agreement, (c) in the case of the Transferor, 12 Read’s Way, New Castle, Delaware 19720, Attention: Secretary, telecopy (302) 323-7393 and email as separately provided by the Transferor to the other parties to this Agreement, and (d) in the case of any other Servicer, at such address as such party shall designate in the Assignment of Additional Accounts with respect to such Servicer; or, (ii) as to each party, at such other address or email as shall be designated by such party in a written notice to each other party. Unless otherwise specified in the relevant Series Supplement, any notice required or permitted to be mailed to a Holder of a Registered Certificate shall be given by first class mail, postage prepaid, at the address of such Certificateholder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not such Certificateholder receives such notice.

SECTION 13.06 Rule 144A Information. For so long as any of the Investor Certificates of any Series or Class are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act of 1933, as amended, each of the Transferor, the Trustee, the Master Servicer, each Servicer and any Credit Enhancement Provider agree to cooperate with each other to provide to any Investor Certificateholders of such Series or Class and to any prospective purchaser of Certificates designated by such an Investor Certificateholder, upon the request of such Investor Certificateholder or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act of 1933, as amended.

SECTION 13.07 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement or of any Series Supplement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement or of such Series Supplement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of such Series Supplement or of the Certificates or rights of the Certificateholders thereof.

SECTION 13.08 Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Sections 8.02 and 8.04, this Agreement, including any Series Supplement, may not be assigned by the Master Servicer or any Servicer without the prior consent of Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Class Invested Amount of each Class of each Series of Investor Certificates on a Class-by-Class basis.

SECTION 13.09 Investor Certificates Nonassessable and Fully Paid. It is the intention of the parties to this Agreement that, to the extent permitted by law, the

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Certificateholders shall not be personally liable for obligations of the Trust, that the Fractional Undivided Interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and that Certificates upon authentication thereof by the Trustee pursuant to Sections 2.02 and 6.03 and payment therefor at time of issuance are and shall be deemed fully paid.

SECTION 13.10 Further Assurances. The Transferor, the Master Servicer and each Servicer agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Trustee more fully to effect the purposes of this Agreement, including, without limitation, the execution of any financing statements or continuation statements relating to the Receivables for filing under the provisions of the UCC of any applicable jurisdiction.

SECTION 13.11 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Trustee or the Investor Certificateholders, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges therein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

SECTION 13.12 Counterparts. This Agreement and any Series Supplement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

SECTION 13.13 Third-Party Beneficiaries. This Agreement and any Series Supplement will inure to the benefit of and be binding upon the parties hereto and thereto, any Credit Enhancement Providers, the Certificateholders and their respective successors and permitted assigns. Except as otherwise provided in this Section 13.13, no other person will have any right or obligation hereunder.

SECTION 13.14 Actions by Investor Certificateholders.

(a) Wherever in this Agreement a provision is made that an action may be taken or a notice, demand or instruction given by Investor Certificateholders, such action, notice or instruction may be taken or given by any Investor Certificateholder of any Class of any Series, unless such provision requires a specific percentage of Investor Certificateholders of a certain Class of a certain Series or of all Classes of all Series.

(b) Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind such Certificateholder and every subsequent holder of such Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or omitted to be done by the Trustee or the Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.

SECTION 13.15 Merger and Integration. Except as specifically stated otherwise herein, this Agreement, together with the Series Supplements executed pursuant to this

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Agreement from time to time, set forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement, together with such Series Supplements. This Agreement and the Series Supplements may not be modified, amended, waived or supplemented except as provided herein or therein.

SECTION 13.16 Nonpetition Covenant. Notwithstanding any prior termination of this Agreement, to the fullest extent permitted by law, no party hereto shall file, commence, join, or acquiesce in a petition or a proceeding, or cause Discover Funding to file, commence, join, or acquiesce in a petition or a proceeding, that causes (a) Discover Funding to be a debtor under any Debtor Relief Law or (b) a trustee, conservator, receiver, liquidator, or similar official to be appointed for Discover Funding or any substantial part of any of its property.

SECTION 13.17 Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

ARTICLE XIV.

COMPLIANCE WITH REGULATION AB

SECTION 14.01 Intent of the Parties; Reasonableness. Discover Funding as the Holder of the Transferor Certificate, the Master Servicer, the Servicer and the Trustee acknowledge and agree that the purpose of this Article XIV is to facilitate compliance by the Transferor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Master Servicer nor the Transferor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than such Master Servicer or Transferor’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 Trustee agrees to cooperate in good faith with any reasonable request by the Master Servicer or the Transferor for information regarding the Trustee which is required in order to enable such Master Servicer or Transferor to comply with the provisions of Regulation AB as it relates to the Trustee or to the Trustee’s obligations under this Agreement or any Series Supplement, provided that such information is available to the Trustee without unreasonable expense or effort and within the timeframe as is reasonably requested. The Master Servicer and each Servicer agrees to cooperate in good faith with any reasonable request by the Master Servicer or the Transferor for information regarding the Master Servicer or such Servicer (or any Servicing Participant that it engages) which is required in order to enable such Master Servicer or Transferor to comply with the provisions of Regulation AB as it relates to the Master Servicer or such Servicer or to the Master Servicer or such Servicer’s obligations under this Agreement or any Series Supplement or the obligations of any Servicing Participant that it engages under any servicing or subservicing agreement to the extent related to servicing the Receivables (and receivables in Charged-Off Accounts), provided that such information is available to the Master Servicer and each Servicer without unreasonable expense or effort and within the timeframe as is reasonably requested. Terms used in this Article XIV that are defined in Regulation AB but are not defined in Section 1.01 of this Agreement shall have the meanings ascribed to them in Regulation AB.

SECTION 14.02 Additional Representations and Warranties of the Trustee. The Trustee shall be deemed to represent to the Master Servicer and Discover Funding as the Holder

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of the Transferor Certificate, as of the date on which information is provided under Section 14.03 that, except as disclosed in writing to the Master Servicer and Discover Funding as the Holder of the Transferor Certificate prior to such date to the best of its knowledge: (i) neither the execution, delivery and performance by the Trustee of this Agreement or any Series Supplement, the performance by the Trustee of its obligations under this Agreement or any Series Supplement nor the consummation of any of the transactions by the 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 Trustee is a party or by which it is bound, which violation would have a material adverse effect on the Trustee’s ability to perform its obligations under this Agreement or any Series Supplement, or of any judgment or order applicable to the Trustee; and (ii) there are no proceedings pending or threatened against the 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 Trustee to enter into this Agreement or any Series Supplement or to perform its obligations under this Agreement or any Series Supplement.

SECTION 14.03 Information to be Provided by the Trustee.

(a) The Trustee shall (i) on or before the fifth Business Day of each month, provide to the Master Servicer and Discover Funding as the Holder of the Transferor Certificate, in writing, such information regarding the Trustee as is requested for the purpose of compliance with Item 1117 of Regulation AB, including but not limited to a letter addressed to Discover Bank and the Transferor in substantially the form (with appropriate insertions) of Exhibit K hereto, and (ii) as promptly as practicable following notice to or discovery by the Trustee of any changes to such information, provide to the Master Servicer and Discover Funding as the Holder of the Transferor Certificate, in writing, such updated information.

(b) The Trustee shall (i) in connection with any Securitization Transaction which requires a prospectus, prospectus supplement, offering memorandum or related documents, provide to the Master Servicer and Discover Funding as the Holder of the Transferor Certificate such information regarding the 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 Trustee of any material changes to such previously provided information or to the business operations of the Trustee, provide to the Master Servicer and Discover Funding as the Holder of the Transferor Certificate, in writing, such updated information, and such other information as may be reasonably requested for purposes of satisfying Exchange Act reporting obligations of the Trust. Such information to be provided under clause (i) of this paragraph shall include, at a minimum:

(i) the Trustee’s name and form of organization;

(ii) a description of the extent to which the Trustee has had prior experience serving as a trustee for asset-backed securities transactions involving credit card receivables;

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(iii) a description of any affiliation between the Trustee and any of the following parties to such Securitization Transaction, as such parties are identified to the Trustee by the Transferor 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 an arm’s length transaction with an unrelated third party, apart from such Securitization Transaction, the Agreement and any Series Supplement that currently exists or that existed during the past two years, and that is material to an investor’s understanding of the Investor Certificates.

SECTION 14.04 Trustee’s Report on Assessment of Compliance and Attestation. On or before the date that is fifteen days prior to the Trust’s Annual Report Date or the Trust’s Transition Report Date, as applicable, or such other date that is mutually agreed upon in writing by the parties hereto (and relating to the preceding fiscal year or transition period, as applicable), the Trustee shall:

(a) deliver to the Master Servicer and Discover Funding as the Holder of the Transferor Certificate a report regarding the Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding fiscal year or transition period, as applicable, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and Discover Funding as the Holder of the Transferor Certificate and signed by an authorized officer of the Trustee, and shall address each of the Servicing Criteria applicable to it as specified in Exhibit L or such criteria as mutually agreed upon by the Master Servicer, Discover Funding as the Holder of the Transferor Certificate and the Trustee;

(b) deliver to the Master Servicer and Discover Funding as the Holder of the Transferor Certificate a report of a “Big Four” accounting firm, or upon the consent of the

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Master Servicer and Transferor, 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, any Servicer or the Transferor), that pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB attests to, and reports on, the assessment of compliance made by the 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 the Master Servicer, Discover Funding as the Holder of the Transferor Certificate or 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 Trust, the Master Servicer or Discover Funding as the Holder of the Transferor Certificate with respect to a publicly offered Securitization Transaction, a certification substantially in the form (with appropriate insertions) attached as Exhibit M hereto. The Trustee acknowledges that the parties identified in clause (c) above may rely on the certification provided by the Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.

If the Master Servicer so determines, any of the requirements of this Section 14.04 for any fiscal year and the immediately preceding or following transition period (if such transition period is of one month or less) may be addressed through a single report, attestation or certification covering such fiscal year and transition period.

SECTION 14.05 Master Servicer, Servicer and Servicing Participant Reports on Assessment of Compliance and Attestation. On or before the date that is fifteen days prior to the Trust’s Annual Report Date of each calendar year or the Trust’s Transition Report Date, as applicable, or such other date that is mutually agreed upon in writing by the parties hereto (and relating to the preceding fiscal year or transition period, as applicable), the Master Servicer and each Servicer shall:

(a) deliver to the Master Servicer and Discover Funding as the Holder of the Transferor Certificate a report regarding its assessment of compliance with the Servicing Criteria during the immediately preceding fiscal year or transition period, as applicable, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and Discover Funding as the Holder of the Transferor Certificate and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable to it as specified in Exhibit L or such criteria as mutually agreed upon by the Master Servicer, Discover Funding as the Holder of the Transferor Certificate and such Servicer;

(b) deliver to the Master Servicer and Discover Funding as the Holder of the Transferor Certificate a report of a “Big Four” accounting firm or, upon the consent of the Masters Servicer and the Transferor, 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 Trustee, the Master Servicer, any Servicer or the Transferor) that pursuant

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to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB attests to, and reports on, the assessment of compliance made by it 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;

(c) cause each Servicing Participant that it has engaged during such period to deliver to the Master Servicer and Discover Funding as the Holder of the Transferor Certificate an assessment of compliance and accountants’ attestation as and when provided in accordance with paragraphs (a) and (b) of this Section; provided, however, that the assessment of compliance of such Servicing Participant need not address any elements of the Servicing Criteria for which such Servicing Participant is not responsible under the applicable servicing or subservicing agreement; and

(d) deliver, or the Master Servicer or such Servicer shall cause to be delivered by any Servicing Participant that it has engaged during such period, to the Master Servicer, Discover Funding as the Holder of the Transferor Certificate or any other Person that will be responsible for signing the Sarbanes Certification on behalf of the Trust, the Master Servicer or Discover Funding as the Holder of the Transferor Certificate with respect to a publicly offered Securitization Transaction, a certification substantially in the form (with appropriate insertions) attached as Exhibit M hereto.

Each of the Master Servicer and each Servicer acknowledges that the parties identified in clause (d) above may rely on the certifications provided pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. If the Master Servicer so determines, any of the requirements of this Section 14.05 for any fiscal year and the immediately preceding or following transition period (if such transition period is of one month or less) may be addressed through a single report, attestation or certification covering such fiscal year and transition period.

SECTION 14.06 Use of Servicing Participants. Each of the Master Servicer and each Servicer shall use its best efforts to hire or otherwise utilize only the services of Servicing Participants that agree to comply with the provisions of this Section. Except as may otherwise be required pursuant to Section 8.06, it shall not be necessary for the Master Servicer or any Servicer to obtain the consent of any Person prior to engaging any Servicing Participant. The Master Servicer or any Servicer, as applicable, shall use its best efforts to cause any Servicing Participant used by it (directly or indirectly) for the benefit of the Transferor to comply with the provisions of this Section 14.06 and with Sections 3.07(c) and 14.05 of this Agreement to the same extent as if such Servicing Participant were the Master Servicer or the Servicer. The Master Servicer and each Servicer, as applicable, shall be responsible for obtaining from each Servicing Participant and delivering, or causing to be delivered, to the Master Servicer and the Transferor any servicer compliance statement required to be delivered under Section 3.07(c), any assessment of compliance and attestation required to be delivered under Section 14.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 14.05 as and when required to be delivered.

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IN WITNESS WHEREOF, Discover Funding LLC, as Transferor, Discover Bank as Master Servicer and Servicer, and the Trustee have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

DISCOVER FUNDING LLC,

as Transferor

By:

Name:

Title:

DISCOVER BANK,

as Master Servicer and Servicer

By:

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By:

Name:

Title:

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EXHIBIT A

FORM OF ASSIGNMENT OF ADDITIONAL ACCOUNTS

This ASSIGNMENT NO.      OF ADDITIONAL ACCOUNTS (the “Assignment”), dated as of             ,      by Discover Funding LLC (the “Transferor”) to U.S. Bank National Association, as Trustee (the “Trustee”) is made pursuant to the Pooling and Servicing Agreement referred to below.

WITNESSETH

WHEREAS, the Transferor, Discover Bank and the Trustee are parties to the Third Amended and Restated Pooling and Servicing Agreement dated as of [            ], 20[    ], as amended on or prior to the date hereof (the “Pooling and Servicing Agreement”);

WHEREAS, pursuant to Section 2.10(c) of the Pooling and Servicing Agreement, the Transferor wishes (i) to designate Additional Accounts to be included as Accounts, and (ii) to convey the Receivables existing in such Additional Accounts on the date of such designation and all Receivables created in such Additional Accounts on and after the effective date of such designation, and the corresponding portion of Interchange arising on and after the effective date of designation (“Additional Interchange”), in each case, now existing and hereafter created, to the Trustee as part of the corpus of the Trust; and

WHEREAS, the Trustee is willing to accept such designation and conveyance subject to the terms and conditions hereof.

NOW, THEREFORE, the Transferor and the Trustee hereby agree as follows:

1. Defined Terms. All capitalized terms defined in the Pooling and Servicing Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.

“Addition Date” shall mean, with respect to the Additional Accounts designated hereby,            ,         .

“Additional Account Cut-Off Date” shall mean, with respect to the Additional Accounts designated hereby,            ,         .

2. Designation of Additional Accounts. The Transferor shall on or prior to the fifth Business Day following the Addition Date deliver, or cause to be delivered, a computer file, hard copy or microfiche list containing a true and complete list of each credit account which as of the Addition Date shall be deemed to be an Additional Account, such accounts being identified by account number. Such list shall be marked as Schedule 1 to this Assignment and is hereby incorporated into and made a part of this Assignment and Schedule 1 attached to the Pooling and Servicing Agreement.

Exhibit A 1

3. Conveyance of Receivables and Interchange.

(a) The Transferor hereby sells, transfers, assigns and otherwise conveys to the Trust for the benefit of the Certificateholders, without recourse, on and after the Additional Account Cut-Off Date, all right, title and interest of the Transferor in and to the Receivables then existing and thereafter created in the Additional Accounts designated hereby, all monies due or to become due with respect thereto, and the corresponding Additional Interchange, and all proceeds (as defined in Section 9-102(a)(64) of the UCC or any successor provision thereto as in effect in the State of Delaware) of such Receivables and Additional Interchange (collectively, the “Transferred Assets.”) In the event such sale, transfer, assignment, or conveyance is deemed not to constitute a valid transfer and assignment to the Trust for the benefit of the Certificateholders of all right, title and interest of Transferor in and to such property or is deemed to constitute a security interest, the Transferor does hereby grant to the Trust a security interest therein, and this Assignment shall constitute a security agreement under applicable law.

(b) In connection with such sale, the Transferor further agrees, at its own expense, on or prior to the date of this Assignment to indicate, or to cause to be indicated, in the computer files of the Servicer with respect to the Additional Accounts designated hereby, that Receivables created in connection with the Additional Accounts designated hereby and Additional Interchange related to such Additional Accounts have been sold to the Trustee pursuant to this Assignment for the benefit of the Certificateholders.

4. Acceptance by Trustee. Subject to the satisfaction of the conditions set forth in Section 6, the Trustee hereby acknowledges its acceptance on behalf of the Trust of all right, title and interest previously held by the Transferor in and to the Receivables now existing and hereafter created in the Additional Accounts designated hereby and the corresponding portion of Additional Interchange on such Additional Accounts, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that, on or prior to the fifth Business Day following the Addition Date, the Transferor shall deliver to the Trustee the computer file described in Section 2 of this Assignment.

5. Representations and Warranties of Transferor. The Transferor represents and warrants that the Additional Accounts were not selected on the basis of any selection criteria believed by the Transferor to be materially adverse to the interests of the Holders of any Class of any Series outstanding on the date hereof or any Credit Enhancement Provider.

6. Conditions Precedent. The acceptance of the Trustee set forth in Section 4 and the amendment of the Pooling and Servicing Agreement set forth in Section 7 is subject to the conditions that (a) the Transferor shall have delivered to the Trustee a certificate of a Vice President or more senior officer, certifying that all requirements set forth in Section 2.10(c) of the Pooling and Servicing Agreement for designating Additional Accounts and conveying the Principal Receivables of such Accounts and Additional Interchange, whether now existing or hereafter created, to the Trust have been satisfied and (b) if the Servicer with respect to the Additional Accounts is not Discover Bank, such Servicer shall have entered into an amendment to, and become a party to, the Pooling and Servicing Agreement and each Series Supplement outstanding on the date hereof, together with each other party to such agreement or supplement, and such Servicer shall have entered into a Master Servicing Agreement, or an amendment thereto, with Discover Bank and each other Servicer, if any.

Exhibit A-2

7. Amendment of the Pooling and Servicing Agreement. The Pooling and Servicing Agreement is hereby amended by providing that all references to the “Pooling and Servicing Agreement,” “this Agreement” and “herein” shall be deemed from and after the Addition Date to be a dual reference to the Pooling and Servicing Agreement as supplemented by this Assignment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Pooling and Servicing Agreement shall remain unamended and the Pooling and Servicing Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms and except as expressly provided herein, this Assignment of Additional Accounts shall not constitute or be deemed to constitute a waiver of compliance with or consent to noncompliance with any term or provision of the Pooling and Servicing Agreement.

8. Intention of Parties. The parties intend the sale, transfer, assignment or conveyance of Receivables and Additional Interchange in connection herewith to be a sale of financial assets in connection with a securitization, an absolute transfer for all purposes (other than for federal, state and local income and franchise tax purposes) and to be treated as a sale for accounting purposes.

9. Counterparts. This Assignment may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

10. Election Under Delaware Asset-Backed Securities Facilitation Act. Without limiting any other provisions of the Pooling and Servicing Agreement, 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 Transferred Assets, which have been transferred to the Trust in connection with the securitization transactions contemplated herein, shall be deemed to no longer be the property, assets or rights of the Transferor; (2) the Transferor, its creditors or, in any insolvency proceeding with respect to the Transferor or the Transferor’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 Transferor any of the Transferred Assets; and (3) in the event of a bankruptcy, receivership or other insolvency proceeding with respect to the Transferor or the Transferor’s property, such Transferred Assets shall not be deemed to be part of the Transferor’s property, assets, rights or estate.

Exhibit A-3

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 FUNDING LLC,

as Transferor

By:

Title:

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By:

Title:

Exhibit A-4

EXHIBIT B

DISCOVER SERVICE MARK

Exhibit B-1

EXHIBIT C

FORM OF REASSIGNMENT OF RECEIVABLES

Reassignment of Receivables, dated as of             ,         , by and between Discover Funding LLC (the “Transferor”) and U.S. Bank National Association (the “Trustee”), pursuant to the Pooling and Servicing Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Transferor, Discover Bank and the Trustee are parties to the Third Amended and Restated Pooling and Servicing Agreement, dated as of [            ]. 20[    ], as amended on or prior to the date hereof (the “Pooling and Servicing Agreement”);

WHEREAS, pursuant to the Pooling and Servicing Agreement, the Transferor wishes (i) to remove all Receivables existing in certain designated Accounts as of the date hereof and all Receivables created in such Accounts after the date hereof (the “Removed Accounts”), (ii) to remove the corresponding portion of Interchange arising on and after the date hereof (“Removed Interchange”) and (iii) to cause the Trustee to reconvey the Receivables of such Removed Accounts and the Removed Interchange, whether now existing or hereafter created, from the Trust to the Holder of the Transferor Certificate (as each such term is defined in the Pooling and Servicing Agreement); and

WHEREAS, the Trustee is willing to accept such designation and to reconvey the Receivables in the Removed Accounts and the Removed Interchange subject to the terms and conditions hereof;

NOW, THEREFORE, the Transferor and the Trustee hereby agree as follows:

1. Defined Terms. All terms defined in the Pooling and Servicing Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.

“Finance Charge Receivables” with respect to any Account for any Due Period shall mean the net amount billed by the Servicer during such Due Period as finance charges on such Account and cash advance fees, annual membership fees, fees for transactions that exceed the credit limit on such Account, late payment charges billed during such Due Period to such Account and any other charges that the Servicer has designated as “Finance Charge Receivables” in accordance with the Pooling and Servicing Agreement on or prior to the Removal Date.

“Receivable” shall mean any amount owing by the Obligor under an Account from time to time, including, without limitation, amounts owing for the payment of goods and services, cash advances, finance charges and other charges, if any. A Receivable shall be deemed to have been created at the end of the day on the Date of Processing of such Receivable.

“Removal Date” shall mean, with respect to the Removed Accounts and Removed Interchange designated hereby,             ,         .

Exhibit C-1

2. Designation of Removed Accounts. The Transferor shall deliver to the Trustee, not later than five Business Days after the Removal Date, a computer file, hard copy or microfiche list containing a true and complete list of each Account which as of the Removal Date shall be deemed to be a Removed Account, such Accounts being identified by account number and containing the amount of Principal Receivables in such Removed Accounts as of the Removal Date. Such list shall be marked as Schedule 1 to this Reassignment as of the Removal Date and shall be incorporated into and made a part of this Reassignment and shall amend Schedule 1 attached to the Pooling and Servicing Agreement.

3. Conveyance of Receivables and Interchange.

(a) The Trustee does hereby transfer, assign, set-over and otherwise convey to the Holder of the Transferor Certificate, without recourse on and after the Removal Date, all right, title and interest of the Trust in and to the Receivables now existing and hereafter created in the Removed Accounts designated hereby, all monies due or to become due with respect thereto (including all Finance Charge Receivables), all Removed Interchange, all proceeds (as defined in Section 9-306 or Section 9-102(a)(64) of the UCC, as applicable, as in effect in the Applicable State as of the date hereof) of such Receivables, Removed Interchange and Insurance Proceeds relating to either.

(b) In connection with such transfer, the Trustee agrees to execute and deliver to the Holder of the Transferor Certificate on or prior to the date of this Reassignment, all documents necessary to effect the transfer of the Receivables now and hereafter existing in the Removed Accounts and Removed Interchange, including but not limited to a termination statement or financing statement, if requested, with respect to such Receivables and Removed Interchange (which may be a single termination statement or financing statement with respect to all such Receivables and Removed Interchange) evidencing the release by the Trust of its lien on the Receivables in the Removed Accounts and Removed Interchange, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to remove such lien.

4. Acceptance by Trustee. The Trustee hereby acknowledges that, on or prior to the fifth Business Day following the Removal Date, the Transferor shall deliver to the Trustee the computer file, hard copy or microfiche list described in Section 2 of this Reassignment.

5. Representations and Warranties of the Transferor. This Reassignment constitutes a legal, valid and binding obligation of the Transferor enforceable against the Transferor in accordance with its terms, except as the foregoing may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights and remedies in general or the rights and remedies of creditors of national banking associations, state banking corporations or similar financial institutions and except as such enforceability may be limited by general principles of equity, whether considered in a suit at law or in equity, and by the discretion of the court before which any proceeding therefor may be brought.

Exhibit C-2

6. Representations and Warranties of the Trustee. Since the date of transfer by the Transferor under the Pooling and Servicing Agreement, the Trustee has not sold, transferred or encumbered any Receivable in any Removed Account, the Removed Interchange or any interest in either.

7. Conditions Precedent. The amendment of the Pooling and Servicing Agreement set forth in Section 8 hereof is subject to the satisfaction of the following conditions precedent:

(a) the Transferor shall have delivered to the Trustee an Officers’ Certificate certifying that (i) as of the Removal Date, all requirements set forth in Section 2.11 of the Pooling and Servicing Agreement for designating Removed Accounts and Removed Interchange and reconveying the Receivables of such Removed Accounts and Removed Interchange, whether now existing or hereafter created, have been satisfied, and (ii) the representations and warranties made by the Transferor in Section 5 hereof are true and correct as of the Removal Date. The Trustee may conclusively rely on such Officers’ Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.

8. Amendment of the Pooling and Servicing Agreement. The Pooling and Servicing Agreement is hereby amended to provide that all references therein to the “Pooling and Servicing Agreement,” “this Agreement” and “herein” shall be deemed from and after the Removal Date to be a dual reference to the Pooling and Servicing Agreement as supplemented by this Reassignment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Pooling and Servicing Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or a consent to non-compliance with any term or provision of the Pooling and Servicing Agreement.

9. Counterparts. This Reassignment may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

Exhibit C-3

IN WITNESS WHEREOF, the undersigned have caused this Reassignment of Receivables to be duly executed and delivered by their respective duly authorized officers on the day and year first above written.

DISCOVER FUNDING LLC,

as Transferor

By:

Title:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:

Title:

Exhibit C-4

EXHIBIT D

FORM OF TRANSFEROR CERTIFICATE

NO. [    ]

DISCOVER CARD MASTER TRUST I

PASS-THROUGH CERTIFICATE

(NOT AN INTEREST IN OR OBLIGATION OF DISCOVER BANK OR DISCOVER FUNDING LLC AND NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.)

THE SECURITIES REPRESENTED BY THIS TRANSFEROR CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR SOLD UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED AND THE SATISFACTION OF CERTAIN OTHER REQUIREMENTS SPECIFIED IN THE AGREEMENT.

This certifies that Discover Funding LLC, a Delaware limited liability company (“Discover Funding”), which in its capacity as the registered holder of this Transferor Certificate is hereinafter referred to as the “Holder”, is the registered owner of a fractional undivided interest in Discover Card Master Trust I (the “Trust”), the corpus of which consists of a portfolio of receivables (the “Receivables”) created under certain open end credit card accounts for specified Persons (the “Accounts”) originated by Discover Bank or an affiliate of Discover Bank and transferred to the Trust, all monies due or to become due with respect thereto, all proceeds (as defined in 9-102(64) of the Uniform Commercial Code as in effect in the Applicable State) of such Receivables pursuant to a Third Amended and Restated Pooling and Servicing Agreement, dated as [            ], 20[    ], as amended on or prior to the date hereof (the “Pooling and Servicing Agreement”), among U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), Discover Funding LLC, as Transferor, and Discover as Master Servicer and Servicer, a summary of certain of the pertinent provisions of which is set forth herein below, benefits under any Credit Enhancement with respect to any series of Investor Certificates issued from time to time pursuant to the Pooling and Servicing Agreement, to the extent applicable, Interchange and all other assets and interests constituting the Trust.

To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder by virtue of the acceptance hereof assents and by which the Holder is bound.

This Certificate is not permitted to be transferred, assigned, exchanged or otherwise conveyed except as expressly permitted in the Pooling and Servicing Agreement.

Exhibit D-1

This Certificate is the Transferor Certificate (the “Transferor Certificate”), which represents a fractional undivided interest in the Trust including the right to receive the Collections and other amounts at the times and in the amounts specified in the Pooling and Servicing Agreement, including any series supplements thereto which may be in effect from time to time, to be paid to the Holder of the Transferor Certificate. In addition to this Transferor Certificate, Investor Certificates, each of which will represent a Fractional Undivided Interest in the Trust, will be issued to investors from time to time pursuant to the Pooling and Servicing Agreement and one or more series supplements thereto. The Transferor Interest on any date of determination will be an amount equal to the aggregate amount of Principal Receivables at the end of the day immediately prior to such day of determination minus the Aggregate Investor Interest with respect to such Receivables at the end of such day.

This Certificate does not represent an obligation of, or an interest in, Discover Bank, Discover Funding, LLC, any Additional Originator or any Servicer. This Certificate is limited in right of payment to certain collections respecting the Receivables and Interchange, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement, including any series supplements thereto.

Subject to certain conditions in the Pooling and Servicing Agreement, if the principal of all Investor Certificates then outstanding has not been paid in full prior to the Final Trust Termination Date, the obligations created by the Pooling and Servicing Agreement and the Trust created thereby shall terminate on the Final Trust Termination Date.

Upon the termination of the Trust pursuant to Section 12.01 of the Pooling and Servicing Agreement and the surrender of this Transferor Certificate, the Trustee shall distribute to the Holder of this Certificate such Holder’s pro rata share of any Receivables, Interchange and cash remaining in the Trust in respect of the Transferor Interest (without recourse, representation or warranty except for the warranty that since the date of transfer by the Transferor under the Pooling and Servicing Agreement the Trustee has not sold, transferred or encumbered any such Receivable or interest therein). Such distribution shall transfer all right, title and interest of the Trust in the Receivables and Interchange, whether such Receivables and Interchange are then existing or thereafter created, and all proceeds of either. The Trustee shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be reasonably requested by the Holder to vest in the Holder all right, title and interest which the Trustee had in the Receivables and Interchange.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement, or be valid for any purpose.

Exhibit D-2

IN WITNESS WHEREOF, Discover Funding has caused this Certificate to be duly executed.

DISCOVER FUNDING LLC

By:

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

This is the Transferor Certificate referred to in the within mentioned Pooling and Servicing Agreement.

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Officer

Exhibit D-3

EXHIBIT E

FORM OF INITIAL REPORT

DISCOVER CARD MASTER TRUST I

CREDIT CARD

PASS-THROUGH CERTIFICATES

The undersigned, a duly authorized representative of Discover Bank (“Discover Bank”), as Master Servicer pursuant to the Amended and Restated Pooling and Servicing Agreement dated as of November 3, 2004 (the “Pooling and Servicing Agreement”) by and between, Discover Bank as Master Servicer, Servicer and Seller, and U.S. Bank National Association, as Trustee, hereby certifies as follows:

1. Capitalized terms used in this Certificate have their respective meanings set forth in the Pooling and Servicing Agreement.

2. The undersigned is duly authorized pursuant to the Pooling and Servicing Agreement to execute and to deliver this Officer’s Certificate to the Trustee and the Sellers.

3. Discover Bank is Master Servicer under the Pooling and Servicing Agreement.

4. The aggregate amount of Principal Receivables as of the Cut-Off Date was $        .

5. The aggregate amount of Finance Charge Receivables billed during the month prior to the month in which the Cut-Off Date occurred was $        .

IN WITNESS WHEREOF, the undersigned has duly executed this certificate this      day of             , 200  .

DISCOVER BANK,

as Master Servicer

By:

Title:

Exhibit E-1

EXHIBIT F

FORM OF MASTER SERVICER’S ANNUAL CERTIFICATE

DISCOVER CARD MASTER TRUST I

CREDIT CARD

PASS-THROUGH CERTIFICATES

The undersigned, a duly authorized representative of Discover Bank (“Discover Bank”) as Master Servicer pursuant to the Third Amended and Restated Pooling and Servicing Agreement dated as of [            ], 20[    ], as amended on or prior to the date hereof, among Discover Funding LLC, Discover Bank and U.S. Bank National Association (the “Pooling and Servicing Agreement”), as Trustee hereby certifies that:

1. Discover Bank is Master Servicer under the Pooling and Servicing Agreement.

2. The undersigned is duly authorized pursuant to the Pooling and Servicing Agreement to execute and deliver this Certificate to the Trustee.

3. During the [fiscal year ended [                    ]] [transition period ended [                    ]] in the course of my duties as an officer of the Master Servicer, I would normally obtain knowledge of any Master Servicer Termination Event.

4. To the best of my knowledge, no Master Servicer Termination Event has occurred.

IN WITNESS WHEREOF, the undersigned has duly executed this certificate this      day of             ,         .

By:

Name:

Title:

Exhibit F-1

EXHIBIT G

FORM OF SERVICER’S ANNUAL CERTIFICATE

DISCOVER CARD MASTER TRUST I

CREDIT CARD

PASS-THROUGH CERTIFICATES

The undersigned, a duly authorized representative of [NAME OF SERVICER] (“[Name]”) as a Servicer pursuant to the Third Amended and Restated Pooling and Servicing Agreement, dated as of [            ], 20[    ], as amended on or prior to the date hereof, among Discover Funding LLC, Discover Bank and U.S. Bank National Association (the “Pooling and Servicing Agreement”), as Trustee hereby certifies that:

1. [Name] is a Servicer under the Pooling and Servicing Agreement.

2. The undersigned is duly authorized pursuant to the Pooling and Servicing Agreement to execute and deliver this Certificate to the Trustee.

3. During the [fiscal year ended [                    ]][transition period ended [                    ]] in the course of my duties as an officer of [Name], I would normally obtain knowledge of any Servicer Termination Event relating to [Name].

4. To the best of my knowledge, no such Servicer Termination Event has occurred.

IN WITNESS WHEREOF, the undersigned has duly executed this certificate this      day of             ,         .

By:

Name:

Title:

Exhibit G-1

EXHIBIT H

FORM OF CERTIFICATE WITH RESPECT TO U.S. INSTITUTIONAL INVESTORS

U.S. $         

Discover Card Master Trust I

Series         -        

    % Credit Account Pass-Through Certificates

In connection with the initial issuance and placement of the above-captioned Investor Certificates, an institutional investor in the United States is purchasing U.S. $          aggregate principal amount of such Investor Certificates held in our account at [Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System] [Clearstream Banking] 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 certain securities laws of the United States of America. If an administrative or legal proceeding or official inquiry is 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 thereof to any interested party in such proceeding.

On behalf of such institutional investor, we direct that U.S. $          in aggregate principal amount of the above-captioned Investor Certificates be issued in registered form to [delivery instructions].

*Dated:

[signature]

* To be dated as of the date of delivery of the Definitive Euro-Certificates in registered form, and, in any event, no earlier than the Exchange Date.

Exhibit H-1

EXHIBIT I

PROVISIONS TO BE INCLUDED IN ANNUAL OPINION OF COUNSEL

The opinion set forth below, which is to be delivered pursuant to Section 13.02(d) of the Pooling and Servicing Agreement, may be subject to certain customary qualifications, assumptions and limitations.

With the filing of financing statements covering the Receivables in the offices of the Secretaries of State of the State of                      and the State of                     , the interest of the Trustee in the Receivables has been duly perfected. No other action is required to continue such perfection prior to the six month period preceding the fifth anniversary of the filing of such financing statements.

Exhibit I-1

EXHIBIT J

FORM OF COMPLIANCE CERTIFICATE

DISCOVER CARD MASTER TRUST I

The undersigned, a duly authorized representative of [Name of Master Servicer, Servicer or Servicing Participant] (“[Name]”), pursuant to [Section 3.07(c) of the Third Amended and Restated Pooling and Servicing Agreement dated as of [            ], 20[    ], as amended on or prior to the date hereof (the “Pooling and Servicing Agreement”), by and among [Name], Discover Funding LLC, Discover Bank and U.S. Bank National Association, as Trustee,] [INSERT DESCRIPTION OF APPLICABLE SERVICING OR SUBSERVICING AGREEMENT TO WHICH SERVICING PARTICIPANT IS A PARTY (the “Agreement”)], hereby certifies that:

a review of the activities of [Name], during [the fiscal year ended [                    ]][the transition period from [                    ] to [                    ]], and of its performance under the [Pooling and Servicing] Agreement was made under my supervision; and

to the best of my knowledge, based on such review, [except as provided below] [Name] has fulfilled all its obligations in all material respects under the [Pooling and Servicing] Agreement throughout the [fiscal year ended [                    ]][transition period from [                    ] to [                    ]].

[(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:

Exhibit J-1

EXHIBIT K

FORM OF TRUSTEE’S LITIGATION CERTIFICATE

DISCOVER CARD MASTER TRUST I

The undersigned, a [                    ] of [                    ] (the “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 Trustee or against the property of the Trustee that is material to security holders of any series of Credit Card Pass-Through Certificates issued by Discover Card Master Trust I, 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:

Exhibit K-1

EXHIBIT L

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessments of compliance to be delivered by the Trustee, the Master Servicer and each Servicer 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 “Master Servicer”, “Servicer” and “Trustee” are criteria that are not applicable to the respective entities.

Item 1122(d) Reference	Servicing Criteria	Applicable Servicing Criteria
		Master Servicer	Servicer	Trustee
General Servicing Criteria
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	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	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)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	ü	ü
Cash Collection and Administration
1122(d)(2)(i)	Payments on credit card accounts 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.		ü	ü

Exhibit L-1

Item 1122(d) Reference	Servicing Criteria	Applicable Servicing Criteria
		Master Servicer	Servicer	Trustee
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
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

Exhibit L-2

Item 1122(d) Reference	Servicing Criteria	Applicable Servicing Criteria
		Master Servicer	Servicer	Trustee
Investor Remittances and Reporting
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
Pool Asset Administration
1122(d)(4)(i)	Collateral or security on credit card receivables designated to the trust is maintained as required by the transaction agreements or related asset pool documents.
1122(d)(4)(ii)	Account and related documents are safeguarded as required by the transaction agreements.	ü	ü
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.		ü	ü

Exhibit L-3

Item 1122(d) Reference	Servicing Criteria	Applicable Servicing Criteria
		Master Servicer	Servicer	Trustee
1122(d)(4)(iv)	Payments on credit card accounts, including any payoffs, made in accordance with the related credit card accounts documents are posted to the 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 the related asset pool documents.		ü
1122(d)(4)(v)	The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.		ü
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s account (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.		ü
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.		ü
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period an Account 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 Accounts including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).		ü

Exhibit L-4

Item 1122(d) Reference	Servicing Criteria	Applicable Servicing Criteria
		Master Servicer	Servicer	Trustee
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for Accounts with variable rates are computed based on the related Account documents.		ü
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 Account 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 Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.
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.		ü

Exhibit L-5

Item 1122(d) Reference	Servicing Criteria	Applicable Servicing Criteria
		Master Servicer	Servicer	Trustee
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

Exhibit L-6

EXHIBIT M

FORM OF ANNUAL CERTIFICATION

Re: Third Amended and Restated Pooling and Servicing Agreement, dated as of [            ], 20[    ], among Discover Funding LLC, as Transferor (“Discover Funding”), Discover Bank, as Master Servicer and Servicer, and U.S. Bank National Association, as Trustee, as amended on or prior to the date hereof] [INSERT DESCRIPTION OF APPLICABLE SERVICING OR SUBSERVICING AGREEMENT TO WHICH SERVICING PARTICIPANT IS A PARTY] [ (the “Agreement”).

I,                     , the                      of [NAME OF COMPANY] (the “Company”), certify to the Master Servicer and Discover Funding as the Holder of the Transferor Certificate and each or their 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 Master Servicer and Discover Funding as the Holder of the Transferor Certificate 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 the Master Servicer and Discover Funding as the Holder of the Transferor Certificate; 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:

Exhibit M-1

EX-4.3

Exhibit 4.3

DISCOVER BANK

as Master Servicer and Servicer,

DISCOVER FUNDING LLC,

as Transferor,

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee

on behalf of the Certificateholders

[FORM OF] AMENDED AND RESTATED SERIES SUPPLEMENT

Dated as of [            ], 20[    ]

to

THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

Dated as of [            ], 20[    ]

DISCOVER CARD MASTER TRUST I

SERIES 2007-CC

TABLE OF CONTENTS

		Page
Section 1.	Definitions		1
Section 2.	No Subordination		11
Section 3.	Representations and Warranties of the Transferor		11
Section 4.	Representations, Warranties and Covenants of Discover Bank as Master Servicer and Servicer		12
Section 5.	Representations and Warranties of Other Servicers		13
Section 6.	Representations, Warranties and Covenants of the Trustee		13
Section 7.	Authentication of Certificates		14
Section 8.	Establishment and Administration of Investor Accounts		14
Section 9.	Allocations of Collections		15
Section 10.	Servicing Compensation		22
Section 11.	Investor Certificateholders’ Monthly Statement		22
Section 12.	Purchase of Notes; Sales of Receivables		23
Section 13.	Ratification of Pooling and Servicing Agreement		24
Section 14.	Counterparts		24
Section 15.	Governing Law		24
Section 16.	Intention of Parties		24
Section 17.	Amendment for Sale Accounting Purposes		24
Section 18.	Election Under Delaware Asset-Backed Securities Facilitation Act		25
Section 19.	Increases to Series Investor Interest		25
Section 20.	Amendments for Additional Collateral Certificates		26
Section 21.	Dispute Resolution		26
Section 22.	Asset Representations Review		29

-i-

EXHIBITS

EXHIBIT A:	Form of Series 2007-CC Investor Certificate
EXHIBIT B:	Form of Certificateholders’ Monthly Statement

ii

THIS AMENDED AND RESTATED SERIES SUPPLEMENT, dated as of [            ], 20[    ] (this “Series Supplement”), by and among DISCOVER BANK, a Delaware banking corporation (“Discover Bank”), as Master Servicer and Servicer, DISCOVER FUNDING LLC, a Delaware limited liability company (“Discover Funding”), as Transferor, and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as Trustee under the Third Amended and Restated Pooling and Servicing Agreement, dated as of [            ], 20[    ], among Discover Bank, as Servicer, Discover Funding, as Transferor, and the Trustee (as amended and supplemented from time to time the “Pooling and Servicing Agreement”), relates to the series of Master Trust Certificates to be known as the DISCOVER CARD MASTER TRUST I, SERIES 2007-CC COLLATERAL CERTIFICATE (“Series 2007-CC”). Series 2007-CC is an Interchange Series that is a member of Group One of the Discover Card Master Trust I and is eligible for reallocations to and from other Series in Group One. (For purposes of any Series Supplement for any other Series that requires that Interchange Series be so designated in their Series Term Sheet, this introductory paragraph shall constitute the Series Terms Sheet for this Series. For purposes of any Series Supplement for any other Series that allocates payments sequentially by Class, the entire Series Investor Interest of this Series shall constitute Class A.)

WHEREAS, the Trustee and Discover Bank have heretofore executed and delivered a Series Supplement, dated as of November 3, 2004 (as amended, supplemented or otherwise modified prior to the date hereof, the “Original Series 2007-CC Supplement”);

WHEREAS, Discover Funding, as Transferor, Discover Bank, as Servicer, and the Trustee have executed the Pooling and Servicing Agreement in order to substitute Discover Funding in the place of Discover Bank as the Seller (now referred to as the Transferor);

WHEREAS, the parties hereto desire to amend and restate in its entirety the Original Series 2007-CC Supplement to, among other things, provide for the substitution of Discover Funding in the place of Discover Bank, in its capacity as Seller (now referred to as the Transferor).

NOW, THEREFORE, in consideration of the promises and the agreements contained herein, the Original Series 2007-CC Supplement is hereby amended and restated in its entirety as follows:

SECTION 1. Definitions.

(a) Capitalized terms not otherwise defined in this Series Supplement shall have the meanings ascribed to them in the Pooling and Servicing Agreement. Capitalized terms that refer to a Series refer to Series 2007-CC unless the context otherwise requires. For purposes of determining any amount or making any calculation hereunder, such amount or calculation, (i) if specified to be as of the first day of any Due Period, shall (a) include any increase in the Series Investor Interest occurring during such Due Period as if such increase had occurred 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 (ii) if specified to be as of the close of business on the last day of any Due Period, shall give effect to any reduction to the Series Investor Interest as a result of payments, deposits or allocations made on the related Distribution Date. For purposes of this Series Supplement, a reference to any agreement, document, policy, or procedure is to that agreement, document, policy, or procedure as may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

(b) The following terms have the definitions set forth below with respect to Series 2007-CC, unless the context otherwise clearly requires:

“60-Day Delinquent Receivables” means, as of any date of determination, all Receivables, other than Receivables in Charged-Off Accounts, in the Trust that are 60 or more days delinquent as of the last day of the Due Period immediately preceding such date, as determined in accordance with the related Servicer’s customary servicing practices.

“Accumulation Period” with respect to any Note, shall have the meaning set forth in the applicable Indenture Supplement.

“Additional Collateral Certificate” shall have the meaning set forth in the Indenture. “Calculation Agent” shall have the meaning set forth in the Indenture.

“ARD Proceeding” shall mean a mediation or arbitration instituted pursuant to Section 21 hereof.

“Asset Representations Review Agreement” means that certain Asset Representations Review Agreement among Discover Bank, as Master Servicer and Servicer, the Issuer and the Asset Representations Reviewer, dated as of [            ], 20[    ].

“Asset Representations Reviewer” shall mean the entity appointed to be the “asset representations reviewer” pursuant to the Asset Representations Review Agreement.

“Charge-offs” shall have the meaning set forth in the Indenture.

“Class A Cumulative Investor Charged-Off Amount” on any Distribution Date, shall have the meaning set forth in step (21) (Allocation from the DCMT Group One Finance Charge Collections Reallocation Account) of Section 3.01 of the Indenture Supplement for the DiscoverSeries, as adjusted pursuant to Sections 9(b)(7) and 9(b)(l0) and, as applicable, with respect to each other Series of Investor Certificates then outstanding, shall have the meaning set forth in the applicable Series Supplement.

“Class A Principal Distribution Amount Shortfall” shall have the meaning set forth in step (64) (Allocation from the DCMT Group One Principal Collections Reallocation Account for Principal Shortfalls other than Prefunding Shortfalls) of Section 3.01 of the Indenture Supplement for the DiscoverSeries, as adjusted pursuant to Section 9(b)(15) and, as applicable, with respect to each other Series of Investor Certificates then outstanding, shall have the meaning set forth in the applicable Series Supplement.

“Class A Required Amount Shortfall” on any Distribution Date, shall have the meaning set forth in step (9) (Allocation from the DCMT Group One Finance Charge Collections Reallocation Account) of Section 3.01 of the Indenture Supplement for the DiscoverSeries, as adjusted pursuant to Section 9(b)(6) and 9(b )(9) and, as applicable, with respect to each other Series of Investor Certificates then outstanding, shall have the meaning set forth in the applicable Series Supplement.

2

“Class Invested Amount” shall mean the Series Invested Amount.

“Clean-Up Call Amount” shall have the meaning set forth in Section 12(a).

“Controlled Liquidation Period” shall mean any period in which the Targeted Principal Deposit minus the Targeted Prefunding Deposit for any series, class or Tranche of Notes is greater than zero.

“Delinquency Percentage” means, for each Distribution Date and the related Due Period, an amount (expressed as a percentage) equal to the ratio of (i) the aggregate balance of all 60-Day Delinquent Receivables as of the last day of the Due Period immediately preceding such Distribution Date to (ii) the amount of Receivables in the Trust as of the last day of the Due Period immediately preceding such Distribution Date.

“Discover Bank” shall have the meaning set forth in the recitals hereto.

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

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

“Early Redemption Event” shall have the meaning set forth in the Indenture.

“Event of Default” shall have the meaning set forth in the Indenture.

“Excess Spread Amount” shall have the meaning set forth in the applicable Indenture Supplement.

“Finance Charge Allocation Amount” with respect to any series, class or Tranche of Notes, shall have the meaning set forth in the Indenture.

“Finance Charge Amounts” shall have the meaning set forth in the Indenture.

“Group Excess Spread” shall mean, for any Distribution Date, the sum of the Series Excess Spreads for each Series (including the Series established hereby) that is a member of the same Group as the Series established hereby, in each case for such Distribution Date.

“Group Finance Charge Collections Reallocation Account” shall have the meaning specified in Section 8.

“Group Interchange Reallocation Account” shall have the meaning specified in Section 8.

“Group Principal Collections Reallocation Account” shall have the meaning specified in Section 8.

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“Indenture” shall mean that certain Amended and Restated Indenture, dated as of [            ], 20[    ], by and between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee.

“Indenture Supplement” shall mean, with respect to the DiscoverSeries Notes, that certain Second Amended and Restated Indenture Supplement, dated as of [            ], 20[    ], by and between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, and with respect to any other series of Notes issued by Discover Card Execution Note Trust, the applicable indenture supplement entered into pursuant to the Indenture relating to such series.

“Indenture Trustee” shall have the meaning set forth in the Indenture.

“Initial Dollar Principal Amount” with respect to any class or Tranche of Notes, shall have the meaning set forth in the applicable Indenture Supplement.

“Interchange Series” shall mean this Series and each series issued by the Trust that indicates in its Series Supplement that it is an Interchange Series.

“Interchange Subgroup Allocable Group Excess Spread” shall mean, if the Group Excess Spread is greater than or equal to zero, the product of the Group Excess Spread and the Interchange Subgroup Excess Allocation Percentage; and if the Group Excess Spread is less than zero, the product of the Group Excess Spread and the Interchange Subgroup Shortfall Allocation Percentage.

“Interchange Subgroup Excess Allocation Percentage” shall mean a ratio, the numerator of which is the sum of the Series Investor Interest for each Interchange Series that is a member of the same Group as the Series established hereby (including the Series established hereby); and the denominator of which is the sum of the Series Investor Interests for each Series that is a member of the same Group as the Series established hereby (including each Interchange Series and the Series established hereby).

“Interchange Subgroup Excess Spread” shall mean, for any Distribution Date, the sum of (x) all amounts available to be deposited into the Group Interchange Reallocation Account for all Interchange Series and (y) the Interchange Subgroup Allocable Group Excess Spread.

“Interchange Subgroup Shortfall Allocation Percentage” shall mean a ratio, the numerator of which is the sum of the Series Excess Spread for each Interchange Series that is a member of the same Group as the Series established hereby (including, if applicable, the Series established hereby) for which the Series Excess Spread is less than zero; and the denominator of which is the sum of the Series Excess Spread for each Series that is a member of the same Group as the Series established hereby (including, if applicable, each Interchange Series and the Series established hereby) for which the Series Excess Spread is less than zero.

“Investor Accounts” shall mean, in addition to Investor Accounts established pursuant to the Pooling and Servicing Agreement, the Series Collections Account, the Series Distribution Account, the Group Finance Charge Collections Reallocation Account, the Group Principal Collections Reallocation Account and the Group Interchange Reallocation Account.

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“Investor Certificateholder” shall mean, at any time, the holder or holders of the Series 2007-CC Collateral Certificate.

“Investor Servicing Fee” shall mean, with respect to any Distribution Date, an amount equal to the product of the Investor Servicing Fee Percentage and the Series Investor Interest on the first day of the Due Period related to such Distribution Date (or in the case of the first Distribution Date for the Series established hereby, the Series Investor Interest on the Series Closing Date).

“Investor Servicing Fee Percentage” shall mean 2.0% per annum calculated on the basis of a 360-day year of twelve 30-day months.

“Investor Servicing Fee Shortfall” shall have the meaning specified in Section 9(b)(3).

“Monthly Interest Accrual Period” shall have the meaning set forth in the applicable Indenture Supplement.

“Nominal Liquidation Amount” with respect to any series, class or Tranche of Notes, shall have the meaning set forth in the Indenture.

“Note Issuance Trust” shall mean the Discover Card Execution Note Trust, governed by the Amended and Restated Trust Agreement, dated as of [            ], 20[    ], by and between Discover Funding, as Beneficiary, and Wilmington Trust Company, as Owner Trustee.

“Note Issuance Trust’s Annual Report Date” shall have the meaning specified in Section 4(b).

“Note Rating Agency” shall have the meaning set forth in the Indenture.

“Notes” shall mean any notes issued by the Note Issuance Trust under the Indenture and any applicable Indenture Supplement.

“Outstanding Dollar Principal Amount” with respect to any series, class or Tranche of Notes, shall have the meaning set forth in the Indenture.

“Paying Agent” shall mean the Corporate Trust Office of the Trustee.

“Pooling and Servicing Agreement” shall have the meaning set forth in the recitals hereto.

“Prefunding Negative Spread” shall have the meaning set forth in the applicable Indenture Supplement.

“Principal Allocation Amount” with respect to any series, class or Tranche of Notes, shall have the meaning set forth in the Indenture.

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“Principal Distribution Amount Shortfall” when used for purposes of any Series Supplement for any other Series in the Group to which the Series established hereby belongs, shall mean the Class A Principal Distribution Amount Shortfall.

“Public Notes” means any Notes that have been registered under the Securities Act.

“Rating Agency Condition” shall have the meaning set forth in the Indenture.

“Required Daily Deposit” shall have the meaning set forth in the Indenture.

“Revolving Period” shall mean each Due Period, prior to the Series Termination Date, for which the Targeted Principal Deposit for the related Distribution Date for all series, classes or Tranches of Notes, as applicable, is zero.

“Series 2007-CC” shall have the meaning set forth in the recitals hereto.

“Series 2007-CC Collateral Certificate” shall mean the Investor Certificate created under this Series Supplement and issued to the Investor Certificateholder.

“Series 2007-CC Collateral Certificate Percentage” shall have the meaning set forth in the Indenture.

“Series Charge-Off Allocation Percentage” shall mean, with respect to any Distribution Date or any ^“trust Distribution Date, as applicable, the percentage equivalent of a fraction the numerator of which shall be the amount of the Series Investor Interest and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust and (ii) the Aggregate Investor Interest, in each case on the first day of the related Due Period.

“Series Closing Date” shall mean July 26, 2007.

“Series Collections Account” shall have the meaning specified in Section 8.

“Series Distribution Account” shall have the meaning specified in Section 8.

“Series Excess Spread” shall, with respect to the Series established hereby, for any Distribution Date (x) so long as the only collateral certificate owned by the Note Issuance Trust is the Series 2007-CC Collateral Certificate, mean the sum of the Excess Spread Amounts for the DiscoverSeries and each additional series of Notes issued under the Indenture; provided, however, that solely for purposes of determining the Group Excess Spread and the Interchange Subgroup Shortfall Allocation Percentage for this Series and any other Series in the Group to which this Series belongs, Series Excess Spread shall be the amount determined as set forth above minus for so long as any Series that is not an Interchange Series is outstanding and the Series Excess Spread is positive, the lesser of Series Interchange or the amount determined as the Series Excess Spread without giving effect to this proviso; provided, that Series Excess Spread, for purposes of determining the Group Excess Spread and the Interchange Subgroup Shortfall Allocation Percentage, shall not be reduced below zero as a result of this proviso, if any, for such Distribution Date or (y) during any period when Additional Collateral Certificates are owned by the Note Issuance Trust, have the meaning set forth in the documents relating to such addition

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(provided that such documents are accepted and agreed to by the parties hereto); and with respect to each other Series of Investor Certificates then outstanding, shall have the meaning set forth in the applicable Series Supplement.

“Series Finance Charge Amounts” shall, with respect to any series of Notes, have the meaning set forth in the applicable Indenture Supplement.

“Series Finance Charge Collections” shall mean with respect to any day or any Distribution Date or Trust Distribution Date, as applicable, an amount equal to the product of (x) the Series Finance Charge Collections Allocation Percentage for the related Distribution Date and (y) the amount of Finance Charge Collections for such day or for the related Due Period, as applicable; provided, however, that Series Finance Charge Collections shall be increased by the lesser of (i) the amount of Series Prefunding Negative Spread, if any, for each series, class or Tranche of Notes, as applicable (without duplication) and (ii) an amount equal to the product of the total amount of Finance Charge Collections otherwise allocable to Discover Funding as Holder of the Transferor Certificate for the related Due Period and a fraction the numerator of which is the Series Invested Amount and the denominator of which is the Aggregate Invested Amount.

“Series Finance Charge Collections Allocation Percentage” shall mean, with respect to any Distribution Date or any Trust Distribution Date, as applicable,

(a) so long as an Early Redemption Event or an Event of Default is not then continuing with respect to any series, class or Tranche of Notes or an Amortization Event is not then continuing with respect to this Series 2007-CC, the percentage equivalent of a fraction the numerator of which shall be the amount of the Series Investor Interest on the first day of the related Due Period and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust on the first day of the related Due Period and (ii) the sum of the numerators used in calculating the components of the Series Percentage with respect to Finance Charge Collections for each Series then outstanding (including the Series established hereby) as of such Distribution Date or Trust Distribution Date, as applicable;

(b) if an Early Redemption Event or an Event of Default for any series, class or Tranche of Notes issued by the Note Issuance Trust has occurred and is then continuing, the percentage equivalent of a fraction the numerator of which shall be the sum of the Finance Charge Allocation Amounts for each series, class or Tranche of Notes (without duplication) multiplied by the Series 2007-CC Collateral Certificate Percentage; and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust on the first day of the related Due Period and (ii) the sum of the numerators used in calculating the components of the Series Percentage with respect to Finance Charge Collections for each Series then outstanding (including the Series established hereby) as of such Distribution Date or Trust Distribution Date, as applicable; or

(c) if an Amortization Event has occurred and is then continuing with respect to this Series 2007-CC, the percentage equivalent of a fraction, the numerator of which shall be the amount of the Series Investor Interest on the last day of the Due Period immediately preceding such Amortization Event, and the denominator of which shall be the greater of (i) the amount of

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Principal Receivables in the Trust on the first day of the related Due Period and (ii) the sum of the numerators used in calculating the components of the Series Percentage with respect to Finance Charge Collections for each Series then outstanding (including the Series established hereby) as of such Distribution Date or Trust Distribution Date, as applicable;

provided, however, in the event that clause (b) and clause (c) of this definition are both applicable (i.e., if an Early Redemption Event or an Event of Default for any series, class or Tranche of Notes issued by the Note Issuance Trust has occurred and is then continuing and an Amortization Event has occurred and is continuing), then the “Series Finance Charge Collections Allocation Percentage” shall be the higher of the amount determined in accordance with clause (b) and the amount determined in accordance with clause (c).

“Series Interchange” shall mean, with respect to any Distribution Date or Trust Distribution Date, as applicable, an amount equal to the product of (x) the Series Interchange Allocation Percentage for the related Distribution Date and (y) Interchange for the related Due Period.

“Series Interchange Allocation Percentage” shall mean, with respect to any Distribution Date or Trust Distribution Date, as applicable, the percentage equivalent of a fraction the numerator of which shall be the amount of the Series Investor Interest and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust and (ii) the Aggregate Investor Interest, in each case on the first day of the related Due Period.

“Series Invested Amount” shall mean the product of (x) the sum of the Outstanding Dollar Principal Amounts for all Notes and (y) the Series 2007-CC Collateral Certificate Percentage.

“Series Investor Charged-Off Amount” shall mean, with respect to this Series for any Distribution Date, an amount equal to the product of (a) the Charged-Off Amount for such Distribution Date and (b) the Series Charge-Off Allocation Percentage.

“Series Investor Interest” as of any date of determination shall (i) so long as the only collateral certificate owned by the Note Issuance Trust is the Series 2007-CC Collateral Certificate, mean an amount equal to the sum, without duplication, of the Nominal Liquidation Amounts for each series, class or Tranche of Notes then outstanding or (ii) during any period when Additional Collateral Certificates are owned by the Note Issuance Trust, have meaning set forth in the documents relating to such addition (provided that such documents are accepted and agreed to by the parties hereto).

“Series Minimum Principal Receivables Balance” shall mean, with respect to the Series established hereby, on any date of determination (a) if no series, class or Tranche of Notes has a Targeted Principal Deposit that is greater than zero or no Amortization Event has occurred and is then continuing with respect to this Series 2007-CC, the Series Investor Interest on such date of determination, divided by 0.93, and (b)(i) if any series, class or Tranche of Notes has a Targeted Principal Deposit that is greater than zero, the sum of, without duplication, the Principal Allocation Amounts for each such series, class or Tranche, multiplied by the Series 2007-CC Collateral Certificate Percentage, divided by 0.93 or (ii) if an Amortization Event has occurred

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and is continuing with respect to this Series 2007-CC, the Series Investor Interest as of the last day of the calendar month preceding the date of the occurrence of the Amortization Event, divided by 0.93 (in the event that clause (i) and clause (ii) are both applicable, then the “Series Minimum Principal Receivables Balance” shall be the higher of the amount determined in accordance with clause (i) and the amount determined in accordance with clause (ii)) divided by 0.93; provided, however, that Discover Funding as Holder of the Transferor Certificate may, upon 30 days’ prior notice to the Trustee and the Rating Agencies, reduce the Series Minimum Principal Receivables Balance by increasing the divisors set forth above, subject to the condition that Discover Funding as Holder of the Transferor Certificate shall have been notified by the Rating Agencies that such reduction would not result in the lowering below or withdrawal of the Required Rating of any Class of any Series then outstanding or of any series, class or Tranche of Notes then outstanding, and provided, further, that the divisors set forth above may not be increased to more than 0.98.

“Series Percentage” shall mean, (a) for this Series with respect to Principal Collections, the “Series Principal Collections Allocation Percentage,” and for each other Series with respect to Principal Collections, shall have the meaning set forth in the applicable Series Supplement, and (b) for this Series with respect to Finance Charge Collections, the “Series Finance Charge Collections Allocation Percentage,” and for each other Series with respect to Finance Charge Collections, shall have the meaning set forth in the applicable Series Supplement.

“Series Prefunding Negative Spread” shall mean the sum of the amounts of Prefunding Negative Spread for each Tranche of Notes multiplied by the Series 2007-CC Collateral Certificate Percentage.

“Series Principal Amounts” with respect to any series of Notes, shall have the meaning set forth in the applicable Indenture Supplement.

“Series Principal Collections” shall mean, with respect to any day or any Distribution Date or Trust Distribution Date, as applicable, an amount equal to the product of (x) the Series Principal Collections Allocation Percentage for the related Distribution Date and (y) the amount of Principal Collections for such day or for the related Due Period, as applicable.

“Series Principal Collections Allocation Percentage” shall mean, with respect to any Distribution Date or any Trust Distribution Date, as applicable,

(a) if no series, class or Tranche of Notes has a Targeted Principal Deposit that is greater than zero or an Amortization Event is not then continuing with respect to this Series 2007-CC, the percentage equivalent of a fraction the numerator of which shall be the amount of the Series Investor Interest on the first day of the related Due Period and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust on the first day of the related Due Period and (ii) the sum of the numerators used in calculating the components of the Series Percentage with respect to Principal Collections for each Series then outstanding (including the Series established hereby) as of such Distribution Date or Trust Distribution Date, as applicable;

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(b) if any series, class or Tranche of Notes has a Targeted Principal Deposit that is greater than zero, the percentage equivalent of a fraction, the numerator of which shall be the sum of the Principal Allocation Amounts for each series, class or Tranche of Notes (without duplication) multiplied by the Series 2007-CC Collateral Certificate Percentage; and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust on the first day of the related Due Period and (ii) the sum of the numerators used in calculating the components of the Series Percentage with respect to Principal Collections for each Series then outstanding (including the Series established hereby) as of such Distribution Date or Trust Distribution Date, as applicable; or

(c) if an Amortization Event has occurred and is then continuing with respect to this Series 2007 -CC, the percentage equivalent of a fraction, the numerator of which shall be the amount of the Series Investor Interest on the last day of the Due Period immediately preceding such Amortization Event and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust on the first day of the related Due Period and (ii) the sum of the numerators used in calculating the components of the Series Percentage with respect to Principal Collections for each Series then outstanding (including the Series established hereby) as of such Distribution Date or Trust Distribution Date, as applicable;

provided, however, in the event that clause (b) and clause (c) of this definition are both applicable (i.e., if the Targeted Principal Deposit of any series, class or Tranche of Notes issued by the Note Issuance Trust is greater than zero and an Amortization Event has occurred and is then continuing), then the “Series Principal Collections Allocation Percentage” shall be the higher of the amount determined in accordance with clause (b) and the amount determined in accordance with clause (c).

“Series Required Principal Amount” shall mean, with respect to each Distribution Date of any Controlled Liquidation Period, the product of (x) (i) if the related Due Period does not occur in February, 1.15 or (ii) if the related Due Period occurs in February, 1.05, and (y) the product of (A) the sum of the Targeted Principal Deposits minus Targeted Prefunding Deposits for each Tranche of Notes for such Distribution Date and (B) the Series 2007-CC Collateral Certificate Percentage.

“Series Servicing Fee” with respect to any series of Notes shall have the meaning set forth in the Indenture Supplement.

“Series Supplement” shall have the meaning set forth in the recitals hereto or, as applicable, with respect to any other Series issued by the Trust, the series supplement(s) relating to such Series, as such agreement may be amended, restated or supplemented from time to time.

“Series Termination Date” shall mean, unless extended by the parties hereto, July 1, 2028 or, if earlier, the date on which the Nominal Liquidation Amount for all series, classes and Tranches of Notes has been reduced to zero.

“Statement Date” shall mean each Distribution Date, commencing in August 2007.

“Targeted Prefunding Deposit” with respect to any series, class or Tranche of Notes shall have the meaning set forth in the applicable Indenture Supplement.

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“Targeted Principal Deposit” with respect to any series, class or Tranche of Notes shall have the meaning set forth in the applicable Indenture Supplement.

“Tranche” shall have the meaning set forth in the Indenture.

“Transferred Assets” shall have the meaning set forth in Section 18 hereto.

“Trustee” shall have the meaning set forth in the recitals hereto.

“United States” or “U.S.” shall mean the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

“Unscheduled Principal Distribution Amount Shortfall” shall have the meaning set forth in step (65) (Allocation from the DCMT Group One Principal Collections Reallocation Account for Prefunding Shortfalls) of Section 3.01 of the Indenture Supplement for the DiscoverSeries and, as applicable, with respect to each other Series of Investor Certificates then outstanding, shall have the meaning set forth in the applicable Series Supplement.

“Verified Note Owner” shall have the meaning set forth in the Indenture.

(c) Any provision of the Pooling and Servicing Agreement that requires confirmation that any action, amendment, event or other circumstance will not result in a reduction below or withdrawal of the Required Rating of any Class of any Series then outstanding as confirmed in writing by the Rating Agencies shall require satisfaction of the Rating Agency Condition with respect to any applicable Note Rating Agency.

SECTION 2. No Subordination. Series 2007-CC shall not be subordinated in right of payment to any other Series, whether currently outstanding or to be issued in the future. No other Series issued by the Trust may be subordinated in right of payment to Series 2007-CC.

SECTION 3. Representations and Warranties of the Transferor. The representations and warranties of the Transferor contained in Section 2.04 of the Pooling and Servicing Agreement and the corresponding sections of any Assignment are true on and as of the date hereof and/or the date set forth in the Pooling and Servicing Agreement, as applicable. The Transferor also represents and warrants to the Trust as of the date hereof that:

(a) The execution, delivery and performance of this Series Supplement by such Transferor have been duly authorized by all necessary limited liability company action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Formation or the Limited Liability Company Agreement of the Transferor, do not and will not conflict with, or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property which is material to it, or, to the best of the Transferor’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Series Supplement is the valid, binding and enforceable obligation of the Transferor, 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.

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(b) The Pooling and Servicing Agreement creates a valid and enforceable security interest (as defined in the applicable UCC) which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Transferor, 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.

(c) The Receivables constitute “accounts” within the meaning of Article 9 of the applicable UCC.

(d) The Transferor has caused or will have caused, within ten days of the date of this Series Supplement, 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 Receivables conveyed to the Trustee under the Pooling and Servicing Agreement.

(e) Other than the sale, transfer, assignment and conveyance of the Receivables to the Trust and the grant of a security interest therein pursuant to the Pooling and Servicing Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables.

(f) The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Receivables, other than any financing statement (i) relating to the interest of the Trust in the Receivables under the Pooling and Servicing Agreement or (ii) that has been terminated.

(g) The Transferor is not aware of any judgment or tax lien filings against it.

The representations and warranties set forth in this Section 3 shall survive the transfer and assignment to the Trust of the Receivables transferred to the Trust by the Transferor.

SECTION 4. Representations, Warranties and Covenants of Discover Bank as Master Servicer and Servicer.

(a) Representations and Warranties. The representations and warranties of Discover Bank as the Master Servicer and as a Servicer contained in Section 3.04 of the Pooling and Servicing Agreement are true on and as of the date hereof. Discover Bank as Master Servicer and Servicer also represents and warrants to the Trust as of the date hereof that the execution, delivery and performance of this Series Supplement by Discover Bank have been duly authorized by all necessary corporate action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Incorporation or By-Laws of Discover Bank, do not and will not conflict with, or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property which is material to it, or, to the best of Discover Bank’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Series Supplement is the valid, binding and enforceable obligation of Discover Bank, 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.

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(b) Regulation AB Compliance. The Master Servicer and each Servicer agree that the provisions of Article XIV of the Pooling and Servicing Agreement shall be for the benefit of the Note Issuance Trust. Without limiting the foregoing, the Master Servicer and each Servicer agree that (i) they will make available to the depositor for the Note Issuance Trust, on or before the date on which the Note Issuance Trust is required to file its Annual Report pursuant to Section l3 or 15(d) of the Securities Exchange Act of 1934 on Form 10-K with the Commission (the “Note Issuance Trust’s Annual Report Date”), such assessments, attestations, compliance certificates and other materials consistent in scope with those provided to the Transferor under Article XIV, (ii) they will provide such additional information and disclosures as shall be necessary for any prospectus or other offering document for the Notes to comply with Regulation AB, consistent with the requirements of Article XIV, and (iii) they shall use their best efforts to cause any Servicing Participant used by them (directly or indirectly) for the benefit of the Transferor to comply with the provisions of this Section 4(b) to the same extent as if such Servicing Participant were the Master Servicer or the Servicer. The Master Servicer and each Servicer acknowledge that the depositor for the Note Issuance Trust or any other Person that will be responsible for signing the Sarbanes Certification on behalf of the Note Issuance Trust may rely on the certifications provided pursuant to this Section 4(b) in signing a Sarbanes Certification and filing such certification with the Commission.

SECTION 5. Representations and Warranties of Other Servicers. The representations and warranties of each Servicer (other than Discover Bank), if any, contained in Section 3.05 of the Pooling and Servicing Agreement are true and correct on and as of the date hereof. Each such Servicer also represents and warrants to the Trust as of the date hereof that the execution, delivery and performance of this Series Supplement by such Servicer have been duly authorized by all necessary corporate action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Incorporation or By-Laws of such Servicer, do not and will not conflict with, or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property which is material to it, or, to the best of such Servicer’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Series Supplement is the valid, binding and enforceable obligation of such Servicer, 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.

SECTION 6. Representations, Warranties and Covenants of the Trustee.

(a) Representations and Warranties. The representations and warranties of the Trustee contained in Section 11.16 of the Pooling and Servicing Agreement are true on and as of the date hereof. The Trustee also represents and warrants as of the date hereof that the Trustee has full power, authority and right to execute, deliver and perform this Series Supplement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Series Supplement, and this Series Supplement has been duly executed and delivered by the Trustee.

(b) Regulation AB Compliance. The Trustee agrees that the provisions of Article XIV of the Pooling and Servicing Agreement shall be for the benefit of the Note Issuance

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Trust. Without limiting the foregoing, the Trustee agrees that (i) it will make available to the depositor for the Note Issuance Trust, on or before the Note Issuance Trust’s Annual Report Date, such assessments, attestations, compliance certificates and other materials consistent in scope with those provided to the Transferor under Article XIV and (ii) it will provide such additional information and disclosures as shall be necessary for any prospectus or other offering document for the Notes to comply with Regulation AB, consistent with the requirements of Article XIV. The Trustee acknowledges that the depositor for the Note Issuance Trust or any other Person that will be responsible for signing the Sarbanes Certification on behalf of the Note Issuance Trust may rely on the certifications provided pursuant to this Section 6(b) in signing a Sarbanes Certification and filing such certification with the Commission.

SECTION 7. Authentication of Certificates. Pursuant to the Original Series 2007-CC Supplement, the Trustee has duly authenticated and delivered the Series 2007-CC Collateral Certificate in accordance with Section 6.06 of the Pooling and Servicing Agreement. The Series 2007-CC Collateral Certificate has been issued in fully registered form, without coupons.

SECTION 8. Establishment and Administration of Investor Accounts.

(a) The Series Distribution Account and Series Collections Account. The Trustee, for the benefit of the Certificateholders, shall cause to be established and maintained in the name of the Trust, with the corporate trust department of an office or branch of either the Trustee or a Qualified Institution, two non-interest bearing segregated trust accounts (the “Series Distribution Account”; and, for Collections, the “Series Collections Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Series Distribution Account and the Series Collections Account and in all proceeds thereof; provided, however, that all interest and earnings (less investment expenses) on funds on deposit in any such account shall be paid to the Holder of the Transferor Certificate in accordance with Section 4.02(c) of the Pooling and Servicing Agreement. Pursuant to authority granted to it pursuant to Section 3.0l(b) of the Pooling and Servicing Agreement, the Master Servicer shall have the revocable power to instruct the Trustee to withdraw funds from the Series Distribution Account and the Series Collections Account for the purpose of carrying out the duties of the Master Servicer hereunder. The Master Servicer at all times shall maintain accurate records reflecting each transaction in the Series Distribution Account and the Series Collections Account. The Paying Agent also shall have the revocable authority to make withdrawals from the Series Distribution Account.

(b) Reallocation Accounts. The Trustee, for the benefit of the Certificateholders, shall cause to be established and maintained in the name of the Trust, with the corporate trust department of an office or branch of either the Trustee or a Qualified Institution, three non-interest bearing segregated trust accounts for the Group of which the Series established hereby is a member (for reallocated Series Finance Charge Collections and similar amounts for other Series in the Group of which this Series is a member, the “Group Finance Charge Collections Reallocation Account,” for reallocated Series Principal Collections and amounts used to reimburse charge-offs for this Series and other Series in the Group of which this Series is a member, the “Group Principal Collections Reallocation Account” and for reallocated Series Interchange and similar amounts for other Series in the Group of which this Series is a member,

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the “Group Interchange Reallocation Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Group Finance Charge Collections Reallocation Account, the Group Principal Collections Reallocation Account and the Group Interchange Reallocation Account and in all proceeds thereof; provided, however, that all interest and earnings (less investment expenses) on funds on deposit in any such account shall be paid to the Holder of the Transferor Certificate in accordance with Section 4.02(c) of the Pooling and Servicing Agreement. Pursuant to authority granted to it pursuant to Section 3.0l (b) of the Pooling and Servicing Agreement, the Master Servicer shall have the revocable power to instruct the Trustee to withdraw funds from the Group Finance Charge Collections Reallocation Account, the Group Principal Collections Reallocation Account and the Group Interchange Reallocation Account for the purpose of carrying out the duties of the Master Servicer hereunder. The Master Servicer at all times shall maintain accurate records reflecting each transaction in the Group Finance Charge Collections Reallocation Account, the Group Principal Collections Reallocation Account and the Group Interchange Reallocation Account.

(c) Transfer of Investor Accounts. If at any time any of the Investor Accounts established in Sections 8(a) and 8(b) is not being held by the Trustee and the institution holding such Investor Account ceases to be a Qualified Institution, the Master Servicer shall within 10 Business Days establish a new Investor Account (meeting any conditions specified in this Series Supplement with respect to such Investor Account) with a Qualified Institution and transfer any cash and/or any investments to such new Investor Account.

SECTION 9. Allocations of Collections.

(a) Deposits to Series Collections Account. On or before each Distribution Date, the Master Servicer shall direct the Trustee in writing to withdraw from the Group Collections Account and deposit into the Series Collections Account an amount equal to the sum of the Series Finance Charge Collections, the Series Principal Collections and the Series Interchange for the related Due Period.

(b) Deposits. The Master Servicer shall, on or before each Distribution Date, direct the Trustee in writing that funds be paid or deposited in the following amounts, to the extent such funds are available and in the order of priority specified, to the account or Person indicated, in each case as set forth below.

(1) Series Finance Charge Collections and Series Interchange to Series Distribution Account. An amount equal to the sum of (x) Series Finance Charge Collections and (y) Series Interchange shall be withdrawn from the Series Collections Account and deposited into the Series Distribution Account.

(2) Series Principal Collections to Series Distribution Account. An amount equal to the Series Principal Collections shall be withdrawn from the Series Collections Account and deposited into the Series Distribution Account.

(3) Investor Servicing Fee from Series Distribution Account. An amount equal to the lesser of

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(x) the Investor Servicing Fee and

(y) the portion of the Series Servicing Fee payable to the Master Servicer under step 7 (Series Servicing Fees from Series Finance Charge Amounts) of Section 3.01 of the Indenture Supplement for the DiscoverSeries (and any comparable step under any other Indenture Supplement, as applicable)

shall be withdrawn from the Series Distribution Account and paid to the Master Servicer. The amount by which the Investor Serving Fee exceeds the amount of such payment shall be the “Investor Servicing Fee Shortfall.”

(4) Reallocation to Group Finance Charge Collections Reallocation Account. An amount, if any, equal to the portion of Series Finance Charge Amounts for each series of Notes that are to be reallocated to the Group Finance Charge Collections Reallocation Account under step (56) (Reallocation of Series Finance Charge Amounts to the DCMT Group One Finance Charge Collections Reallocation Account) of Section 3.01 of the Indenture Supplement for the DiscoverSeries (and any comparable step under any other Indenture Supplement, as applicable) shall be withdrawn from the Series Distribution Account and deposited into the Group Finance Charge Collections Reallocation Account.

(5) Reallocation to Group Interchange Reallocation Account. An amount, if any, equal to the portion of Series Finance Charge Amounts for each series of Notes that are to be reallocated to the Group Interchange Reallocation Account under step (57) (Reallocation of Series Finance Charge Amounts to the DCMT Group One Interchange Reallocation Account) of Section 3.01 of the Indenture Supplement for the DiscoverSeries (and any comparable step under any other Indenture Supplement, as applicable) shall be withdrawn from the Series Distribution Account and deposited into the Group Interchange Reallocation Account.

(6) Reallocation from Group Finance Charge Collections Reallocation Account for Class A Required Amount Shortfall. An amount equal to the lesser of

(x) the Class A Required Amount Shortfall and

(y) the product of

(1) a fraction the numerator of which is the Class A Required Amount Shortfall for this Series and the denominator of which is the sum of the Class A Required Amount Shortfalls for this Series and the Class A Required Amount Shortfalls for all Classes designated as Class A of all other Series in the Group to which the Series established hereby belongs (after giving effect to provisions in the applicable Series Supplements substantially similar to the clauses preceding this clause (6)) and

(2) the amount on deposit in the Group Finance Charge Collections Reallocation Account before any withdrawals therefrom with respect to any other Series pursuant to a comparable clause in the applicable Series Supplements,

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shall be withdrawn from the Group Finance Charge Collections Reallocation Account and deposited into the Series Distribution Account. The Class A Required Amount Shortfall shall be reduced by the amount of such deposit.

(7) Reallocation from Group Finance Charge Collections Reallocation Account for Class A Cumulative Investor Charged-Off Amount. An amount equal to the lesser of

(x) the Class A Cumulative Investor Charged-Off Amount and

(y) the product of

(1) a fraction the numerator of which is the Class A Cumulative Investor Charged-Off Amount for this Series and the denominator of which is the sum of the Class A Cumulative Investor Charged-Off Amounts for this Series and the Class A Cumulative Investor Charged-Off Amounts for all Classes designated as Class A of all other Series in the Group to which the Series established hereby belongs (after giving effect to provisions in the applicable Series Supplements substantially similar to the clauses preceding this clause (7)) and

(2) the amount on deposit in the Group Finance Charge Collections Reallocation Account before any withdrawals therefrom with respect to any other Series pursuant to a comparable clause in the applicable Series Supplements,

shall be withdrawn from the Group Finance Charge Collections Reallocation Account and deposited into the Series Distribution Account. The Class A Cumulative Investor Charged-Off Amount shall be reduced by the amount of such deposit.

(8) Reallocation from Group Finance Charge Collections Reallocation Account for other Series. After the allocations set forth in clauses (6) and (7) are made, then (i) if there are one or more Subordinate Classes with respect to any other Series in the Group to which the Series established hereby belongs, the allocations set forth in other Series Supplements which are substantially similar to clauses (6) and (7) shall be made with respect to each other such Class, in alphabetical order, to the extent that funds are available pursuant to this clause (8) and (ii) following the allocations set forth in clause (i), any other allocations set forth in other Series Supplements with respect to funds on deposit in the Group Finance Charge

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Collections Reallocation Account shall be made in accordance with such Series Supplements, to the extent that funds are available pursuant to this clause (8). For purposes of calculating the amount to be withdrawn from the Group Finance Charge Collections Reallocation Account and paid to the Trustee as administrator of the Credit Enhancement for application in accordance with the Credit Enhancement Agreement, the Series Investor Interest of the Series established hereby shall be treated as zero.

(9) Reallocation from Group Interchange Reallocation Account for Class A Required Amount Shortfall. An amount equal to the lesser of

(x) the Class A Required Amount Shortfall and

(y) the product of

(l) a fraction the numerator of which is the Class A Required Amount Shortfall and the denominator of which is the sum of the Class A Required Amount Shortfalls for this Series and the Class A Required Amount Shortfall for all Classes designated as Class A of all other Interchange Series in the Group to which the Series established hereby belongs (after giving effect to provisions in the applicable Series Supplements substantially similar to the clauses preceding this clause (9)) and

(3) the amount on deposit in the Group Interchange Reallocation Account before any withdrawals therefrom with respect to any other Series pursuant to a comparable clause in the applicable Series Supplements,

shall be withdrawn from the Group Interchange Reallocation Account and deposited into the Series Distribution Account. The Class A Required Amount Shortfall shall be reduced by the amount of such deposit.

(10) Reallocation from Group Interchange Reallocation Account for Class A Cumulative Investor Charged-Off Amount. An amount equal to the lesser of

(x) the Class A Cumulative Investor Charged-Off Amount and

(y) the product of

(1) a fraction the numerator of which is the Class A Cumulative Investor Charged-Off Amount for this Series and the denominator of which is the sum of the Class A Cumulative Investor Charged-Off Amounts for this Series and the Class A Cumulative Investor Charged-Off Amount for all Classes

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designated as Class A of all other Interchange Series in the Group to which the Series established hereby belongs (after giving effect to provisions in the applicable Series Supplements substantially similar to the clauses preceding this clause (10)) and

(2) the amount on deposit in the Group Interchange Reallocation Account before any withdrawals therefrom with respect to any other Series pursuant to a comparable clause in the applicable Series Supplements,

shall be withdrawn from the Group Interchange Reallocation Account and deposited into the Series Distribution Account. The Class A Cumulative Investor Charged-Off Amount shall be reduced by the amount of such deposit.

(11) Reallocation from Group Interchange Reallocation Account for other Series. After the allocations set forth in clauses (9) and (10) are made, then (i) if there are one or more Subordinate Classes with respect to any other Interchange Series in the Group to which the Series established hereby belongs, the allocations set forth in other Series Supplements which are substantially similar to the allocations set forth in clauses (9) and (10) shall be made with respect to each other such Class, in alphabetical order, to the extent that funds are available pursuant to this clause (11) and (ii) following the allocations set forth in clause (i), any other allocations set forth in other Series Supplements with respect to funds on deposit in the Group Interchange Reallocation Account shall be made in accordance with such Series Supplements, to the extent that funds are available pursuant to this clause (11). For purposes of calculating the amount to be withdrawn from the Group Interchange Reallocation Account and paid to the Trustee as administrator of the Credit Enhancement for application in accordance with the Credit Enhancement Agreement, the Series Investor Interest of the Series established hereby shall be treated as zero.

(12) Investor Servicing Fee from Series Distribution Account after Reallocations. An amount equal to the lesser of

(x) the Investor Servicing Fee Shortfall after step (3) and

(y) the portion of the Series Servicing Fee payable to the Master Servicer under step 14 (Series Servicing Fee Shortfall from Reallocated Finance Charge Amounts) of Section 3.01 of the Indenture Supplement for the DiscoverSeries (and any comparable step under any other Indenture Supplement, as applicable),

shall be withdrawn from the Series Distribution Account and paid to the Master Servicer. The Investor Servicing Fee Shortfall shall be reduced by the amount of such payment.

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(13) Reallocation from Subordinated Notes Principal for Investor Servicing Fee Shortfall. An amount equal to the lesser of

(x) the Investor Servicing Fee Shortfall after step (12) and

(y) the portion of the Series Servicing Fee payable to the Master Servicer under each of steps (41) (Series Servicing Fee Shortfall from Class D Principal), (42) (Series Servicing Fee Shortfall from Class C Principal) and (43) (Series Servicing Fee Shortfall from Class B Principal), as applicable, of Section 3.01 of the Indenture Supplement for the DiscoverSeries (and any comparable steps under any other Indenture Supplement, as applicable)

Shall be withdrawn from the Series Distribution Account and paid to the Master Servicer.

(14) Reallocation to Group Principal Collections Reallocation Account. An amount, if any, equal to the portion of Series Principal Amounts for each series of Notes that are to be reallocated to the Group Principal Collections Reallocation Account under step (79) (Reallocation of Series Principal Amounts to the DCMT Group One Principal Collections Reallocation Account) of Section 3.01of the Indenture Supplement for the DiscoverSeries (and any comparable step under any other Indenture Supplement, as applicable) shall be withdrawn from the Series Distribution Account and deposited into the Group Principal Collections Reallocation Account.

(15) Reallocation from Group Principal Collections Reallocation Account for Class A Principal Distribution Amount Shortfall. An amount equal to the lesser of

(x) the Class A Principal Distribution Amount Shortfall and

(y) the product of

(1) a fraction the numerator of which is the Class A Principal Distribution Amount Shortfall for this Series and the denominator of which is the sum of the Class A Principal Distribution Amount Shortfall for this Series and the Principal Distribution Amount Shortfalls allocable to all Class A Certificates of all other Series in the Group to which the Series established hereby belongs that are in their Accumulation Periods or Controlled Liquidation Periods, as applicable (after giving effect to provisions in the applicable Series Supplements substantially similar to the clauses preceding this clause (15)) and

(2) the amount on deposit in the Group Principal Collections Reallocation Account before any

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withdrawals therefrom with respect to any other Series pursuant to a comparable clause in the applicable Series Supplements,

shall be withdrawn from the Group Principal Collections Reallocation Account and deposited into the Series Distribution Account. The Class A Principal Distribution Amount Shortfall shall be reduced by the amount of such deposit.

(16) Reallocation from Group Principal Collections Reallocation Account for other Series. After the allocations set forth in clause (15) are made, then (i) if there are one or more Subordinate Classes with respect to any other Series in the Group to which the Series established hereby belongs, the allocations set forth in other Series Supplements which are substantially similar to clause (15) shall be made with respect to each other such Class, in alphabetical order and (ii) following the allocations set forth in clause (i), any other allocations set forth in other Series Supplements with respect to funds on deposit in the Group Principal Collections Reallocation Account shall be made in accordance with such Series Supplements, to the extent that funds are available pursuant to this clause (16).

(17) Reallocation from Group Principal Collections Reallocation Account for Unscheduled Principal Distribution Amount Shortfall. An amount equal to the lesser of

(x) the Unscheduled Principal Distribution Amount Shortfall and

(y) the product of

(1) a fraction the numerator of which is the Unscheduled Principal Distribution Amount Shortfall for this Series and the denominator of which is the sum of the Unscheduled Principal Distribution Amount Shortfall for this Series and the Unscheduled Principal Distribution Amount Shortfall for any other Series in the Group to which the Series established hereby belongs (after giving effect to provisions in the applicable Series Supplements substantially similar to the clauses preceding this clause (17)), and

(2) the amount on deposit in the Group Principal Collections Reallocation Account before any withdrawals therefrom with respect to any other Series pursuant to a comparable clause in the applicable Series Supplements,

shall be withdrawn from the Group Principal Collections Reallocation Account and deposited into the Series Distribution Account.

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(18) After all allocations from the Group Principal Collections Reallocation Account to be made pursuant to any other Series Supplement for any Series that is a member of the same Group of which the Series established hereby is a member have been made, the amount remaining on deposit in the Group Principal Collections Reallocation Account shall be withdrawn from the Group Principal Collections Reallocation Account and deposited into the Collections Account.

(19) An amount equal to the portion of Series Principal Amounts for each series of Notes that are to be deposited into the Collections Account pursuant to step (80) (Remaining Series Principal Amounts to Collections Account for the DCMT for Reinvestment in New Receivables) of Section 3.01 of the Indenture Supplement for the DiscoverSeries (and any comparable step under any other Indenture Supplement, as applicable) shall be withdrawn from the Series Distribution Account and deposited into the Collections Account.

(20) All remaining amounts in the Series Distribution Account shall be paid to the Indenture Trustee for application in accordance with the Indenture and each applicable Indenture Supplement.

(21) After all other allocations have been provided for with respect to each Series then outstanding (whether or not such Series is a member of the same Group as the Series established hereby), the lesser of

(x) the amount of Transferor Interest and

(y) the amount on deposit in the Collections Account

shall be paid to the Holder of the Transferor Certificate. If, after such payment, any amounts remain on deposit in the Collections Account, such amounts shall remain in the Collections Account for allocation as Principal Collections on the next Trust Distribution Date.

SECTION 10. Servicing Compensation. As compensation for its servicing activities hereunder and under the Pooling and Servicing Agreement and reimbursement of its expenses as set forth in Section 3.03 of the Pooling and Servicing Agreement (including, without limitation, its servicing activities as Calculation Agent under the Indenture), the Master Servicer shall be entitled to receive the Investor Servicing Fees with respect to the Series established hereby in respect of any Due Period (or portion thereof) prior to the earlier of the date on which the Series Investor Interest is reduced to zero and the Series Termination Date. The Investor Servicing Fees shall be paid to the Master Servicer on each Distribution Date pursuant to the terms hereof and the Indenture and each applicable Indenture Supplement.

SECTION 11. Investor Certificateholders’ Monthly Statement. On each Statement Date, a statement substantially in the form of Exhibit B as prepared by the Trustee (based on information provided by the Master Servicer) setting forth the information listed thereon shall be available to the Investor Certificateholder and to any holder of Notes from the Trustee and each Paying Agent.

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SECTION 12. Purchase of Notes; Sales of Receivables.

(a) The Indenture Supplement for the DiscoverSeries and any additional Indenture Supplement issued with respect to any Notes may provide that if, as of any Distribution Date (after giving effect to any payments calculated pursuant to Section 3.01 or an equivalent section of the applicable Indenture Supplement made on such Distribution Date), the Outstanding Dollar Principal Amount with respect to any series, class or Tranche of Notes is less than or equal to 5% of the Initial Principal Dollar Amount of each corresponding Tranche or Tranches of Notes, the Transferor, or an Affiliate of the Transferor, may elect to repurchase such series, class or Tranche of Notes. In the event of such election, the Calculation Agent shall request that Discover Funding, as Holder of the Transferor Certificate, purchase and cancel a portion of the Series Investor Interest equal to the product of (x) the Nominal Liquidation Amount of such series, class or Tranche of Notes and (y) the Series 2007-CC Collateral Certificate Percentage (such portion, the “Clean-Up Call Amount”) by depositing into the Series Distribution Account, on the immediately succeeding Distribution Date, an amount equal to the Clean-Up Call Amount. If Discover Funding as Holder of the Transferor Certificate deposits the Clean-Up Call Amount into the Series Distribution Account, the Master Servicer shall direct the Trustee in writing to withdraw the Clean-Up Call Amount from the Series Distribution Account and pay such amount to the Indenture Trustee for distribution in accordance with the applicable Indenture Supplement.

(b) If there has been an Event of Default and acceleration of any series, class or Tranche of Notes under the Indenture, and the Indenture Trustee is directed to cause the sale of Receivables in accordance with Section 705 of the Indenture and the provisions of the applicable Indenture Supplement, or if the applicable Indenture Supplement otherwise authorizes the Indenture Trustee (in its discretion) to cause a sale and any conditions precedent thereto have been satisfied, the Indenture Trustee shall notify the Trustee of the amount of Receivables to be sold, which shall equal the Nominal Liquidation Amount of each affected series, class or Tranche, as applicable, plus accrued interest thereon multiplied by the Series 2007-CC Collateral Certificate Percentage (the “Receivables Sale Amount”). Receivables (or interests therein) in an amount equal to the Receivables Sale Amount shall be sold on behalf of the Trust by an institution acceptable to the Trustee, the Indenture Trustee and the Master Servicer that is either (i) a nationally recognized investment bank, (ii) a nationally recognized commercial bank or (iii) any other institution whose regular business includes the sale of receivables similar to the Receivables in the Trust; provided, however, that in no event shall the amount of Receivables sold hereunder with respect to any series, class or Tranche, as applicable, exceed the product of (A) the aggregate amount of Receivables in the Trust and (B) a fraction the numerator of which is the product of the Nominal Liquidation Amount of such series, class or Tranche, as applicable, and the Series 2007-CC Collateral Certificate Percentage, and the denominator of which is the Aggregate Investor Interest, in each case, as of the close of business on the last day of the Due Period immediately preceding the month in which such Receivables sale occurs; and provided, further, the Receivables selected to be sold hereunder shall not be materially different from the Receivables remaining in the Trust as of such selection date and shall be selected at random from the Receivables. The proceeds (the “Receivables Sale Proceeds”) therefrom shall be paid to the Trust and immediately deposited into the Series Distribution Account and paid to the Indenture Trustee immediately following such deposit. Such payment shall be deemed to be the final distribution with respect to the affected Tranche. No Originator and no affiliate or agent of any

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Originator shall be permitted to bid for or purchase Receivables pursuant to this Section 12(b); provided, however, that an affiliate or agent of any Originator may act as selling institution for the sale as specified in the first sentence of this Section 12(b), so long as such affiliate or agent does not act as principal in connection with such sale.

SECTION 13. Ratification of Pooling and Servicing Agreement. As supplemented and amended by this Series Supplement, the Pooling and Servicing Agreement is in all respects ratified and confirmed and the Pooling and Servicing Agreement as so supplemented by this Series Supplement shall be read, taken, and construed as one and the same instrument.

SECTION 14. Counterparts. This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

SECTION 15. Governing Law. This Series Supplement and all disputes arising out of or relating to it shall be construed in accordance with the internal laws of the State of New York, without reference to its conflict of law provisions that would result in the application of the law of any state other than New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

SECTION 16. Intention of Parties. The parties intend the sale, transfer, assignment or conveyance of Receivables, Interchange and all proceeds thereof in connection herewith to be a sale of financial assets in connection with a securitization and an absolute transfer for all purposes (unless otherwise required under applicable law). The parties intend the sale, transfer, assignment or conveyance of Receivables in connection herewith to be treated as a sale for accounting purposes.

SECTION 17. Amendment for Sale Accounting Purposes. If the Transferor determines that (i) an amendment to this Agreement or the Pooling and Servicing Agreement is necessary or desirable for such Transferor to maintain or establish sale accounting treatment under then-applicable financial accounting standards, and (ii) the Transferor cannot enter into such amendment pursuant to Section 13.01 of the Pooling and Servicing Agreement without obtaining the consent of a specified percentage of Investor Certificateholders, then the Master Servicer, the Transferor, the Trustee and the Servicers may nonetheless enter into such amendment without obtaining the consent of any Certificateholder of any Investor Certificates of this Series so long as (x) the Trustee shall have been advised by the Rating Agencies that such amendment will not result in the downgrading below or withdrawal of the Required Rating assigned to any Class of any Series then outstanding and (y) the Rating Agency Condition shall have been satisfied.

Any such amendment may include, without limitation, any changes necessary to convert the Trust from a “one-tier” securitization structure to a “two-tier” securitization structure. Notwithstanding the foregoing, any Investor Certificateholder that acquires an Investor Certificate of this Series will be deemed to have consented to any such amendment for all purposes, including for purposes of calculating whether the requisite consent percentage, if any, under Section 13.01 of the Pooling and Servicing Agreement has been received for any amendment that requires such consent because of the lack of provisions comparable to this

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Section 17 in the Series Supplements for other Series then outstanding (except that Investor Certificates beneficially owned by the Transferor or any affiliate or agent of the Transferor will not be included in any such calculation).

SECTION 18. Election Under Delaware Asset-Backed Securities Facilitation Act. Without limiting any other provisions of the Pooling and Servicing Agreement or this Series 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 An. tit. 6, § 2701 A et seq: (1) all right, title and interest to the Receivables, whether now existing or hereafter acquired, all monies due or to become due with respect thereto, all proceeds of such Receivables and all Interchange (the “Transferred Assets”), which have been transferred to the Trust in connection with the securitization transactions contemplated herein, shall be deemed to no longer be the property, assets or rights of the Transferor; (2) the Transferor, its creditors or, in any insolvency proceeding with respect to the Transferor or the Transferor’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 Transferor any of the Transferred Assets; and (3) in the event of a bankruptcy, receivership or other insolvency proceeding with respect to the Transferor or the Transferor’s property, such Transferred Assets shall not be deemed to be part of the Transferor’s property, assets, rights or estate.

SECTION 19. Increases to Series Investor Interest. In connection with any issuance of Notes, Discover Funding shall transfer to the Note Issuance Trust an additional fractional undivided interest in the assets of the Trust as represented by an increase in the Series Investor Interest for the Series 2007-CC Collateral Certificate from time to time, subject to the satisfaction of the conditions described below:

(a) The Calculation Agent shall have notified Discover Funding, as Holder of the Transferor Certificate, of the issuance of such Notes and Discover Funding shall have notified the Calculation Agent of its intention to transfer to the Note Issuance Trust an additional fractional undivided interest in the assets of the Trust as represented by an increase in the Series Investor Interest in 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 the Series 2007-CC Collateral Certificate, as determined by Discover Funding as beneficiary of the Note Issuance Trust;

(b) Discover Funding, as Holder of the Transferor Certificate, shall have received an amount equal to (i) the issuance proceeds received by the Note Issuance Trust in connection with the corresponding issuance of Notes, multiplied by the percentage of the Nominal Liquidation Amount of such Notes to be allocated to the Series 2007-CC Collateral Certificate, minus (ii) the sum of (x) any issuance expenses relating to such notes multiplied by the percentage of the Nominal Liquidation Amount of such Notes to be allocated to the Series 2007-CC Collateral Certificate and (y) any amounts required to be retained in any reserve account or subaccount for the Note Issuance Trust in connection with such issuance of Notes, multiplied by the percentage of the Nominal Liquidation Amount of such Notes to be allocated to the Series 2007-CC Collateral Certificate;

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(c) Discover Funding, as Holder of the Transferor Certificate, shall have notified the Trustee, in writing, at least one business day in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the amount of such increase in the Series Investor Interest;

(d) The Transferor shall have delivered to the Trustee written confirmation from the Rating Agencies that they will not, as a result of the increase, reduce the rating below the Required Rating of any Class of any Series outstanding at the time of the increase; and

(e) Discover Funding, as Holder of the Transferor Certificate, shall not be required to designate Additional Accounts or convey a Participation interest to the Trust pursuant to Section 2.10(a) of the Pooling and Servicing Agreement as a result of such increase.

Upon any increase in the Series Investor Interest the Trustee shall make appropriate entries in the certificate registrar for the Series 2007-CC Collateral Certificate in the amount of the increase.

SECTION 20. Amendments for Additional Collateral Certificates. Concurrently with the effectiveness of any documents relating to the assignment of any Additional Collateral Certificates (or, if applicable, direct interests in pools of credit card receivables) to the Note Issuance Trust, the parties hereto may amend this agreement without notice to or the consent of any Investor Certificateholder (or the holders of any series, class or Tranche of Notes then outstanding) to the extent necessary to reflect any changes in the definitions of “Series Excess Spread” and “Series Investor Interest” set forth herein, and to otherwise reflect any allocations or other provision with respect to the Notes or such Additional Collateral Certificates (or, if applicable, direct interests in pools of credit card receivables) subject to the condition that Discover Funding as Holder of the Transferor Certificate shall have been notified by the Rating Agencies that such amendment would not result in the lowering or withdrawal of the rating below the Required Rating of any Class of any Series then outstanding.

SECTION 21. Dispute Resolution.

(a) If Discover Funding fails to repurchase a Receivable pursuant to Section 2.07 of the Pooling and Servicing Agreement within 180 days of the related Receivable Repurchase Event, the Trustee or the Indenture Trustee, acting on behalf of any Verified Note Owner (in such capacity, the “Requesting Party”) will have the right to refer the matter, at its discretion, to either mediation or arbitration pursuant to this Section 21; provided, however, that any such referral shall be made (i) within the applicable statute of limitations period and (ii) within [90] days of the delivery of the monthly statement following the end of such 180 day period.

(b) The Requesting Party will provide notice in accordance with the provisions of Section 13.05 of the Pooling and Servicing Agreement of its intention to refer the matter to mediation or arbitration, as applicable, to Discover Funding, with a copy to the Note Issuance Trust, the Trustee and the Indenture Trustee. Discover Funding agrees to the resolution method selected by the Requesting Party. Discover Funding shall provide notice to Discover Bank, the Note Issuance Trust, the Trustee and the Indenture Trustee that Discover Funding has

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received a request to mediate or arbitrate a repurchase request. Upon receipt of such notice, the Trustee and the Indenture Trustee, as applicable, shall have [thirty (30)] days to advise the Requesting Party and Discover Funding of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the proceeding. Any settlement reached in a mediation and any decision by an arbitrator shall be binding upon the Trustee and the Indenture Trustee (regardless of whether any such party has joined the proceeding in accordance with the preceding sentence) with respect to the Receivable that is the subject matter of the repurchase request. Issues relating to any such Receivable may not be re-litigated by them or the subject of a subsequent repurchase request in mediation, arbitration, court or otherwise.

(c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply:

(i) The mediation will be administered by [a nationally recognized arbitration and mediation association] pursuant to such association’s mediation procedures in effect at such time.

(ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.

(iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”).

(d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply:

(i) The arbitration will be administered by [a nationally recognized arbitration and mediation association], and conducted pursuant to such association’s arbitration procedures in effect at such time.

(ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA.

(iii) The arbitrator will make its final determination no later than [90] days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement and the Pooling and Servicing Agreement, and may not modify or change this Agreement or the Pooling and Servicing Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and Discover Funding shall not be required to pay more than the amount required under Section 2.07 of the Pooling and Servicing Agreement plus any fees and expenses related to the arbitration with respect to any receivable which such Requested Party is required to repurchase under the terms of the Pooling and Servicing Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined

27

by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable absent manifest error and may be enforced in any court of competent jurisdiction.

(iv) By selecting arbitration, the Requesting Party is waiving the right to sue in court, including the right to a trial by jury.

(v) No person may bring a putative or certified class action to arbitration.

(e) The following provisions will apply to both mediations and arbitrations:

(i) Any mediation or arbitration will be held in [New York, New York] or such other location mutually agreed to by the Requesting Party and Discover Funding;

(ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law;

(iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 21, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 21) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that Discover Funding, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 21, and the Asset Representations Reviewer, if an Asset Review has been conducted), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

28

SECTION 22. Asset Representations Review. Discover Funding shall (i) cooperate with procedures for a review of the representations and warranties set forth in Sections 2.04(d) and (e) of the Pooling and Servicing Agreement, and (ii) provide the Asset Representations Reviewer with reasonable access to Discover Funding’s offices and information databases upon the initiation of an Asset Representations Review as set forth in Section 715 of the Indenture.

29

IN WITNESS WHEREOF, the Transferor, the Master Servicer, the Servicer and the Trustee have caused this Series Supplement to be duly executed by their respective officers thereunto duly authorized as of the date and year first above written.

DISCOVER BANK,

as Master Servicer and Servicer

Michael F. Rickert

Vice President, Chief Financial Officer and Treasurer

DISCOVER FUNDING LLC,

as Transferor

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

Edwin Janis

Vice President

EXHIBIT A

Form of Series 2007-CC Investor Certificate

EXHIBIT B

Form of investor Certificateholders’ Monthly Statement

Discover Card Master Trust I

Series 2007-CC Monthly Statement

Exhibit B

Form of Investor Certificateholders’ Monthly Statement

Discover Card Master Trust I

Series 2007-CC Monthly Statement

Distribution Date:                  ,          Month Ending:                  ,         

Pursuant to the Series Supplement dated as of [                    ], as amended, (the “Series Supplement”) relating to the Third Amended and Restated Pooling and Servicing Agreement dated as of [            ], 20[    ], as amended, by and between Discover Bank and U.S. Bank National Association as Trustee (the “Pooling and Servicing Agreement”), the Trustee is required to prepare certain information each month regarding current distributions to investors and the performance of Discover Card Master Trust I (the “Master Trust”). We have set forth below this information and certain other information required under the Securities Exchange Act of 1934, as amended, for the Distribution Date listed above, as well as for the calendar month ended on the date listed above. Capitalized terms used in this report without definition have the meanings given to them in the Pooling and Servicing Agreement and the Series Supplement. The Pooling and Servicing Agreement and the Series Supplement were filed with the Securities and Exchange Commission as follows:

Third Amended and Restated Pooling and Servicing Agreement	As Exhibit [    ] to the [            ] filed on [            ] under the file number [            ], as amended.
Series Supplement	As Exhibit [    ] to the [            ] filed on [            ] under the file number [            ], as amended.

1. Principal Receivables at the end of [Month][Year]

		Beginning Principal Balance	Ending Principal Balance
(a)	Aggregate Investor Interest (including Series 2007-CC Investor Interest)	$	$
	Seller Interest	$	$
	Total Master Trust	$	$
(b)	Group One Investor Interest	$	$
(c)	Series 2007-CC Investor Interest	$	$
(d)	Total Master Trust # of Accounts
(e)	Minimum Principal Receivables Balance at the End of Month 1		$
(f)	Amount by which Master Trust Receivables Exceeded the Minimum Principal Receivables Balance at the End of Month		$
(g)	Percentage of the principal receivables that reflect Seller Interest			%

2. Allocation Percentages at the beginning of [Month][Year] (after giving effect to any increases in the Aggregate Investor Interest or the Series 2007-CC Investor Interest occurring during the month)

(a)	Series 2007-CC Finance Charge Collections Allocation Percentage	%
(b)	Series 2007-CC Principal Collections Allocation Percentage	%
(c)	Series 2007-CC Charge-Off Allocation Percentage	%
(d)	Series 2007-CC Interchange Allocation Percentage	%

3. Allocation of Receivables and other amounts collected during [Month][Year]

		Finance Charge Collections	Principal Collections	Interchange
(a)	Allocation between Investors and Seller:
	Aggregate Investor Allocation (including Series 2007-CC Allocation)	$	$	$
	Seller Allocation	$	$	$
(b)	Group One Allocation	$	$	$

(c)	Series 2007-CC Allocation	$		$		$
(d)	Reallocation to Series 2007-CC from Other Series	$		$		$
(e)	Reallocation from Series 2007-CC to Other Series	$		$		$
(f)	Group One Portfolio Yield, as an annualized percentage of the Aggregate Investor Interest (FCC yield excludes principal recoveries)		%		N/A		%
(g)	Series 2007-CC Portfolio Yield, as an annualized percentage of the Series Investor Interest (FCC yield excludes principal recoveries)		%		N/A		%
(h)	Principal Collections as a monthly percentage of Master Trust Receivables at the beginning of [Month][Year]						%
(i)	Finance Charge Collections as a monthly percentage of Master Trust Receivables at the beginning of [Month][Year]						%
(j)	Total Collections as a monthly percentage of Master Trust Receivables at the beginning of [Month][Year]						%
(k)	Interchange as a monthly percentage of Master Trust Receivables at the beginning of [Month][Year]						%
(l)	Total Collections and Interchange as a monthly percentage of Master Trust Receivables at the beginning of [Month][Year]						%
				Prior Month		[Month][Year]
(m)	Trust Collections deposited for the month 2			$		$

4. Investor Charged-Off Amount

		[Month][Year]		Cumulative Reductions in Series Investor Interests Due to Unreimbursed Investor Charged-off Amounts
(a)	Group One	$		$
(b)	Series 2007-CC	$		$
(c)	As an annualized percentage of Principal Receivables at the Beginning of [Month][Year]		%		N/A

5. Investor Monthly Servicing Fee payable to Discover Bank on this Distribution Date

(a)	Group One	$
(b)	Series 2007-CC	$

6. Delinquency Summary

(a) Master Trust Receivables Outstanding at the end of [Month][Year] $

	Payment Status	Number of Delinquent Accounts	Delinquent Amount Ending Balance	Percentage of Ending Receivables Outstanding
	30 – 59 days		$		%
	60 – 89 days		$		%
	90 – 119 days		$		%
	120 – 149 days		$		%
	150 – 179 days		$		%
	180+ days		$		%
	Total		$		%
(b)	Delinquency Percentage: [    ]%

B-2

7. Investor Principal Charge-Offs on this Distribution Date ³

		Amount	Rate
(a)	Gross Charge-offs (rate shown as an annualized percentage of Investor Principal Receivables at the Beginning of [Month][Year])	$		%
(b)	Recoveries (rate shown as an annualized percentage of Investor Principal Receivables at the Beginning of [Month][Year])	$		%
(c)	Net Charges-offs (rate shown as an annualized percentage of Investor Principal Receivables at the Beginning of [Month][Year])	$		%

¹  The Discover Card Master Trust I is required to maintain Principal Receivables greater than or equal to the Minimum Principal Receivables Balance. The Minimum Principal Receivables Balance is generally calculated by dividing the Investor Interest by 93%. If the Principal Receivables in the Master Trust are less than the Minimum Principal Receivables Balance, and Discover Bank fails to assign sufficient Receivables to eliminate the deficiency, then an amortization event would occur. This would also cause an early redemption event for the notes issued by Discover Card Execution Note Trust.

²  Only the portion of Master Trust Collections required to be deposited under the Master Trust’s Required Daily Deposit provisions will typically be deposited in the Master Trust Collections Account each month, and these required amounts may vary markedly from month to month depending on whether any - Notes (or Certificates) are maturing on the following distribution date (in which case additional Principal Collections are retained in such account). Accordingly, the amount deposited in the account is not meaningful as an indicator of Master Trust performance.

³  For purposes of allocations to investors, all recoveries are treated as Finance Charge Collections and are included as such in Item 3 above.

B-3

EX-4.4

Exhibit 4.4

DISCOVER CARD EXECUTION NOTE TRUST

AMENDED AND RESTATED TRUST AGREEMENT

Dated as of [            ], 20[    ]

between

DISCOVER FUNDING LLC

as Beneficiary, and

WILMINGTON TRUST COMPANY,

as Owner Trustee

TABLE OF CONTENTS

		Page
ARTICLE I.          DEFINITIONS			1
Section 1.01	Definitions		1
ARTICLE II.        ORGANIZATION; DECLARATION OF TRUST BY THE OWNER TRUSTEE			6
Section 2.01	Formation of Trust; Name		6
Section 2.02	Transfer of Property to Trust; Initial Capital Contribution of Trust Estate		6
Section 2.03	Purposes and Powers; Trust To Operate as a Limited Purpose Entity		6
Section 2.04	Appointment of Owner Trustee		9
Section 2.05	Declaration of Trust		9
Section 2.06	Title to Trust Estate		9
Section 2.07	Nature of Interest in the Trust Estate		9
Section 2.08	Continuation of Trust; Principal Office of Owner Trustee		10
Section 2.09	Tax Matters		10
Section 2.10	Fiscal Year		10
Section 2.11	Transfer of Collateral Certificate		10
Section 2.12	Closing		11
Section 2.13	Books and Records		11
Section 2.14	Limitation on Liability of Beneficiaries and Others		11
ARTICLE III.      REPRESENTATIONS AND WARRANTIES OF THE BENEFICIARY			11
Section 3.01	Representations and Warranties of the Beneficiary		11
ARTICLE IV.      DISTRIBUTIONS OF FUNDS			12
Section 4.01	Distribution of Funds		12
Section 4.02	Payments from Trust Estate Only		12
Section 4.03	Method of Payment		13
Section 4.04	Establishment of Account		13
ARTICLE V.        DUTIES OF THE OWNER TRUSTEE			13
Section 5.01	Action Upon Instructions		13
Section 5.02	No Duty to Act Under Certain Circumstances		14
Section 5.03	No Duties Except Under Specified Agreements or Instructions		14
Section 5.04	Trust Operation		15
Section 5.05	Execution of Documents		16
ARTICLE VI.      CONCERNING THE TRUSTEE BANK			17
Section 6.01	Acceptance of Trust and Duties		17
Section 6.02	Furnishing of Documents		18
Section 6.03	No Representations and Warranties as to the Trust Estate		18
Section 6.04	Signature of Periodic Filings		18
Section 6.05	Reliance; Advice of Counsel		18
Section 6.06	Not Acting in Individual Capacity		19
Section 6.07	Representations and Warranties		19

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TABLE OF CONTENTS

(continued)

		Page
ARTICLE VII.     TERMINATION OF TRUST AGREEMENT			20
Section 7.01	Termination of Trust Agreement		20
ARTICLE VIII.   SUCCESSOR OWNER TRUSTEES, CO-TRUSTEES AND SEPARATE OWNER TRUSTEES			20
Section 8.01	Resignation and Removal of the Owner Trustee; Appointment of Successors		20
Section 8.02	Transfer Procedures		21
Section 8.03	Qualification of Owner Trustee		21
Section 8.04	Co-trustees and Separate Owner Trustees		21
ARTICLE IX.      AMENDMENTS			22
Section 9.01	Amendments		22
ARTICLE X.        BENEFICIAL INTERESTS AND CERTIFICATES			22
Section 10.01	Issuance of Trust Certificates		22
Section 10.02	Beneficial Interest; Prohibitions on Transfer		23
Section 10.03	Lost or Destroyed Trust Certificate		24
ARTICLE XI.      COMPENSATION OF TRUSTEE BANK AND INDEMNIFICATION			24
Section 11.01	Trustee Bank Fees and Expenses		24
Section 11.02	Indemnification		24
ARTICLE XII.     MISCELLANEOUS			25
Section 12.01	Conveyance by the Owner Trustee is Binding		25
Section 12.02	Instructions; Notices		26
Section 12.03	Severability		26
Section 12.04	Limitation of Liability		26
Section 12.05	Separate Counterparts		27
Section 12.06	Successors and Assigns		27
Section 12.07	Headings		27
Section 12.08	Governing Law		27
Section 12.09	Nonpetition Covenants		27
Section 12.10	No Recourse		27
Section 12.11	Acceptance of Terms of Agreement		28
ARTICLE XIII.   COMPLIANCE WITH REGULATION AB			28
Section 13.01	Intent of the Parties; Reasonableness		28
Section 13.02	Additional Representations and Warranties of the Trustee Bank		28
Section 13.03	Information to Be Provided by the Owner Trustee		29

ii

EXHIBITS

EXHIBIT A FORM OF TRUST CERTIFICATE	A-1
EXHIBIT B FORM OF TRUSTEE BANK’S LITIGATION CERTIFICATE	B-1

iii

AMENDED AND RESTATED TRUST AGREEMENT, dated as of [            ], 20[    ], between DISCOVER FUNDING LLC a Delaware limited liability company, as Beneficiary (“Discover Funding”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as owner trustee for DISCOVER CARD EXECUTION NOTE TRUST (the “Note Issuance Trust”).

WHEREAS, Discover Bank and the Owner Trustee have heretofore created the Note Issuance Trust as a Delaware statutory trust pursuant to the Delaware Statutory Trust Act (as hereinafter defined) by filing the Certificate of Trust (as hereinafter defined) with the office of the Secretary of State (as hereinafter defined) on July 2, 2007, and entering into a Trust Agreement, dated July 2, 2007 (as amended prior to the date hereof, the “Original Trust Agreement”);

WHEREAS, Discover Bank, as Beneficiary under the Original Trust Agreement, has determined to substitute, Discover Funding, its wholly owned subsidiary, as Beneficiary under the Original Trust Agreement.

WHEREAS, Discover Funding and the Owner Trustee desire to continue the Note Issuance Trust (as hereinafter defined) as a statutory trust under the Delaware Statutory Trust Act and to amend and restate the Original Trust Agreement in its entirety to provide for the substitution of Discover Funding for Discover Bank in its capacity as Beneficiary under the Original Trust Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01 Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to them in this Article I, and include the plural as well as the singular;

(b) all other terms used herein which are defined in the Indenture either directly or by reference therein, have the meanings assigned to them therein;

(c) 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;

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

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

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

“Affiliate” is defined in the Indenture.

“Agreement” means this Amended and Restated Trust Agreement for the Discover Card Execution Note Trust, as the same may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

“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.

“Beneficial Interest” means the undivided beneficial interest of the Beneficiary in the assets of the Note Issuance Trust.

“Beneficiary” means Discover Funding, as beneficial owner of the Note Issuance Trust, and each Permitted Affiliate Transferee under Section 10.02.

“Beneficiary Trust Account” means the account established by the Owner Trustee in the name and on behalf of the Note Issuance Trust in accordance with Section 4.04.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are required or permitted by law to be closed in the following jurisdictions: (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 office of any Originator is located.

“Certificate of Formation” means the Certificate of Formation filed on behalf of Discover Funding with the Secretary of State on May 18, 2015, and any and all amendments thereto and restatements thereof filed on behalf of Discover Funding with the Secretary of State.

“Certificate of Trust” means the Certificate of Trust filed on behalf of the Note Issuance Trust with the Secretary of State on July 2, 2007, and any and all amendments thereto and restatements thereof filed on behalf of the Note Issuance Trust with the Secretary of State.

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

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

2

“Collateral Account Control Agreement” means the Collateral Account Control Agreement, dated as of July 26, 2007, by the Note Issuance Trust, between the Note Issuance Trust, the Indenture Trustee and U.S. Bank National Association as securities intermediary, substantially in the form set forth as Exhibit 4.16 to the Registration Statement, as the same may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

“Collateral Certificate” is defined in the Indenture.

“Collateral Certificate Transfer Agreement” means the Collateral Certificate Transfer Agreement, dated as of July 26, 2007, between Discover Bank and the Note Issuance Trust, as the same may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

“Corporate Trust Office” is defined in the Indenture.

“Commission” is defined in the Indenture.

“Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. §§ 3801, et seq., as amended from time to time, and any successor statute thereto.

“Deliveries” is defined in Section 12.02.

“Discover Funding” is defined in the preamble.

“Disqualification Event,” with respect to the Owner Trustee, means (a) the bankruptcy, insolvency or dissolution of the Owner Trustee, (b) the occurrence of the date of resignation of the Owner Trustee, as set forth in a notice of resignation given pursuant to Section 8.01, (c) the delivery to the Owner Trustee of the instrument of removal referred to in Section 8.01 (or, if such instrument specifies a later effective date of removal, the occurrence of such later date), or (d) failure of the Owner Trustee to qualify under the requirements of Section 8.03.

“Governmental Authority” means any governmental department, commission, board, bureau, agency, court or other instrumentality of any nation, state, province, territory, commonwealth, municipality or other political subdivision thereof having jurisdiction over the Person in question.

“Indemnified Person” is defined in Section 11.02.

“Indenture” means the Amended and Restated Indenture, dated as of [            ], 20[    ], between the Note Issuance Trust and the Indenture Trustee, as the same may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, including by Indenture Supplement for the issuance of Series of Notes.

“Indenture Collateral” is defined in Section 2.11(a).

“Indenture Supplement” is defined in the Indenture.

3

“Indenture Trustee” means U.S. Bank National Association, not in its individual capacity but solely as Indenture Trustee under the Indenture, and each successor Indenture Trustee under such Indenture, or such other party identified as the Indenture Trustee within the Indenture.

“Issuer Certificate” is defined in the Indenture.

“Issuer Tax Opinion” is defined in the Indenture.

“Limited Liability Company Agreement” means the Limited Liability Company Agreement of Discover Funding, dated as of May 18, 2015, and any and all amendments thereto.

“Master Trust” is defined in the Indenture.

“Master Trust Tax Opinion” is defined in the Indenture.

“Master Trust Trustee” is defined in the Indenture.

“Material Adverse Effect” means, whenever used in this Agreement 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 (each as defined in the Indenture) 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 the Indenture or the timing of such distributions, or (c) materially adversely affect the security interest of the Indenture Trustee in the collateral securing the Notes, unless otherwise permitted by the Indenture.

“Moody’s” is defined in the Indenture.

“Note” is defined in the Indenture.

“Note Issuance Trust” is defined in the preamble.

“Note Rating Agency” is defined in the Indenture.

“Noteholder” is defined in the Indenture.

“Originator” is defined in the Pooling and Servicing Agreement.

“Outstanding Dollar Principal Amount” is defined in the Indenture.

“Owner Trustee” means Wilmington Trust Company, not in its individual capacity but solely as owner trustee under this Agreement (unless otherwise specified herein), and each successor trustee under Article VIII, in its capacity as owner trustee hereunder, and each co-trustee under and to the extent provided in Section 8.04, in its capacity as owner trustee hereunder.

“Payment Date” is defined in the Indenture.

4

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

“Periodic Filing” means any filing or submission that the Note Issuance Trust is required to make with any federal, state or local authority or regulatory agency.

“Permitted Affiliate Transferee” is defined in Section 10.02.

“Pooling and Servicing Agreement” is defined in the Indenture.

“Rating Agency Condition” is defined in the Indenture.

“Registration Statement” means Amendment No. 1 to the Registration Statement on Form S-3 of Discover Bank as Depositor, Discover Card Master Trust I as the issuing entity of the collateral certificate and the Note Issuance Trust as the issuing entity of the Notes, Registration Statement Nos. 333-141703 and 333-141703- 01, as filed with the Commission on June 7, 2007.

“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.

“Secretary of State” means the Office of the Secretary of State of the State of Delaware.

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

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

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

“Standard & Poor’s” is defined in the Indenture.

“Terms Document” is defined in the Indenture.

“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.

“Transaction Documents” means the Indenture, any Indenture Supplement thereto, any Terms Document thereto, the Collateral Certificate Transfer Agreement, the Collateral Account Control Agreement, the Trust Certificate, the Certificate of Trust and other documents delivered in connection herewith and therewith.

5

“Transferor” means Discover Funding and its successors and assigns.

“Transition Report Date” means the date on which the Note Issuance Trust is required to file any transition 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.

“Trust Certificate” is defined in Section 10.01.

“Trust Estate” is defined in Section 2.05.

“Trustee Bank” means Wilmington Trust Company in its individual capacity, each bank appointed as successor Owner Trustee under Article VIII in its individual capacity and each bank appointed as co-trustee under and to the extent provided in Section 8.04 in its individual capacity.

“UCC” means the Uniform Commercial Code as in effect in the State of Delaware and any other applicable jurisdiction.

ARTICLE II.

ORGANIZATION;

DECLARATION OF TRUST BY THE OWNER TRUSTEE

Section 2.01 Formation of Trust; Name. The Note Issuance Trust heretofore formed and continued hereby is named “Discover Card Execution Note Trust”, under which name the Owner Trustee or the Beneficiary may conduct any activities and business of the Note Issuance Trust contemplated hereby, execute contracts and other instruments on behalf of the Note Issuance Trust and sue and be sued on behalf of the Note Issuance Trust.

Section 2.02 Transfer of Property to Trust; Initial Capital Contribution of Trust Estate. Discover Bank, as initial beneficiary of the Note Issuance Trust, has sold, assigned, granted and transferred over to the Owner Trustee, as of the date of the Original Trust Agreement, $1.00. The Owner Trustee hereby acknowledges receipt in trust from the Beneficiary, as of the date of the Original Trust Agreement, of the foregoing contribution, which constitutes the initial Trust Estate.

Section 2.03 Purposes and Powers; Trust To Operate as a Limited Purpose Entity.

(a) The purpose of the Note Issuance Trust is to engage solely in a program of receiving transfers of assets comprising the Trust Estate, owning the Trust Estate, issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Note Issuance Trust may and shall have the power and authority to:

(i) accept transfers of any assets comprising all or a portion of the Trust Estate and hold the Trust Estate;

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(ii) from time to time, in connection with its issuance of Notes, to enter into the Indenture, any Indenture Supplement thereto, and any Terms Document thereto, and to grant a security interest in the Trust Estate and grant a security interest in collateral accounts, collections accounts, funding accounts, reserve accounts, payment accounts and other trust accounts established under the Indenture, in each case consistent with the direction of the Beneficiary;

(iii) from time to time authorize and approve the issuance of, and issue, Series, Classes or Tranches of Notes pursuant to the Indenture without limitation to aggregate amounts, the terms of which shall be determined by the Beneficiary, together with any registration statements, underwriting or similar agreements, prospectuses, offering memoranda or other documents necessary to permit the offering and sale of such notes on terms and conditions approved by the Beneficiary or the qualification of the Indenture under applicable law;

(iv) from time to time receive payments and proceeds with respect to the Trust Estate and the Indenture and either invest or distribute those payments and proceeds, in each case as required by the terms of this Agreement and the Indenture;

(v) from time to time make deposits to and withdrawals from collateral accounts, collections accounts, funding accounts, reserve accounts, payment accounts and other trust accounts established under the Indenture;

(vi) from time to time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements;

(vii) from time to time make payments on the Notes;

(viii) from time to time accept transfers of additional collateral to be included in the Trust Estate;

(ix) from time to time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Note Issuance Trust being party to any of the agreements contemplated in clauses (i) through (viii) above;

(x) execute, deliver and perform the Transaction Documents and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in Section 2.03(b));

(xi) issue the Trust Certificate to the Beneficiary in accordance with Section 10.01; and

(xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Beneficiary.

In connection with any of the foregoing, the Note Issuance Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC financing statements and other

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documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing.

(b) The Note Issuance Trust, and each of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, on behalf of the Note Issuance Trust, are hereby authorized and shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, purchase agreements, private placement agreements, dealer agreements, issuing and paying agency agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, liquidity facilities, terms documents, notes, security agreements, and other agreements and instruments as are consistent with the purposes of the Note Issuance Trust. Without limiting the generality of the foregoing, the Note Issuance Trust, and each of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, on behalf of the Note Issuance Trust, are specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Note Issuance Trust including:

(i) the Transaction Documents and each Issuer Certificate;

(ii) the Notes;

(iii) each interest rate, basis or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Note Issuance Trust and a counterparty to manage interest rate or currency risk relating to the Notes;

(iv) the Trust Certificate;

(v) any documents relating to listing securities on the Luxembourg Stock Exchange, the Irish Stock Exchange or another applicable exchange; and

(vi) any other document necessary or desirable in connection with the fulfillment of the purposes of the Note Issuance Trust described in, and pursuant to, Section 2.03(a).

The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, on behalf of the Note Issuance Trust, to execute and deliver other agreements, documents, instruments and securities or to take other actions on behalf of the Note Issuance Trust in connection with the fulfillment of the purposes of the Note Issuance Trust described in, and pursuant to, Section 2.03(a).

(c) Each of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Note Issuance Trust, is hereby authorized and shall have the power to execute and file any Periodic Filings on behalf of the Note Issuance Trust.

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(d) Each of the Owner Trustee and the Beneficiary, on behalf of the Note Issuance Trust, is authorized to appoint calculation agents, notification agents and other agents (which may be the Beneficiary, the Owner Trustee, the Indenture Trustee or any affiliate thereof) to notify any Master Trust servicer or trustee of issuances of Notes, increases in any collateral certificate, and amounts due under or to be reallocated from or to the Notes, and to make any other determinations with respect to the application of funds under any indenture.

(e) Each of the Owner Trustee and the Beneficiary will at all times maintain any books, records and accounts of the Note Issuance Trust separate and apart from those of any other Person, and each of the Beneficiary and the Owner Trustee will cause the Note Issuance Trust to hold itself out as being a Person separate and apart from any other Person.

(f) The Note Issuance Trust will not engage in any business or own any assets unrelated to the purposes of the Note Issuance Trust.

Section 2.04 Appointment of Owner Trustee. The Beneficiary hereby confirms and ratifies the appointment of Wilmington Trust Company as Owner Trustee of the Note Issuance Trust effective as of the date of the Original Trust Agreement, to have all the rights, powers and duties set forth herein and, to the extent not inconsistent with this Agreement, in the Delaware Statutory Trust Act.

Section 2.05 Declaration of Trust. The Owner Trustee hereby declares that it will hold the contribution described in Section 2.02, and the other documents and assets described in Section 2.03, together with any payments, proceeds or income of any kind from such documents or assets or any other source and any other property transferred, assigned, set over, pledged or otherwise conveyed to, and held by, the Note Issuance Trust pursuant to this Agreement, the Indenture or any Assignment of Additional Assets thereunder (collectively, the “Trust Estate”), upon the trust set forth herein and for the sole use and benefit of the Beneficiary. It is the intention of the parties hereto that the Note Issuance Trust constitute a statutory trust under the Delaware Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The parties hereto agree that they will take no action contrary to the foregoing intention. Effective as of the date of the Original Trust Agreement, the Owner Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Delaware Statutory Trust Act with respect to accomplishing the purposes of the Note Issuance Trust.

Section 2.06 Title to Trust Estate. Title to all of the Trust Estate will be vested in the Note Issuance Trust as a separate legal entity until this Agreement terminates pursuant to Article VII; provided, however, that if the laws of any jurisdiction require that title to any part of the Trust Estate be vested in the trustees of a trust, then title to that part of the Trust Estate will be deemed to be vested in the Owner Trustee or any co-trustee or separate trustee, as the case may be, appointed pursuant to Article VIII.

Section 2.07 Nature of Interest in the Trust Estate. The Beneficiary will not have any legal title to or right to possession of any part of the Trust Estate.

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Section 2.08 Continuation of Trust; Principal Office of Owner Trustee. The Owner Trustee will file the Certificate of Trust with the Secretary of State and will maintain the Owner Trustee’s principal office in the State of Delaware. Nothing herein, however, shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments will be received by the Note Issuance Trust only in Delaware or New York and payments will be made by the Note Issuance Trust only from Delaware or New York, unless otherwise specified with respect to any Collateral Certificates or Notes in the related Indenture Supplement or Terms Document. The Note Issuance Trust will be located in Delaware and administered in Delaware and New York.

Section 2.09 Tax Matters. The parties hereto intend that, for income and franchise tax purposes, the Note Issuance Trust will be treated as a security device and disregarded as an entity and its assets shall be treated as owned in whole by the Note Issuance Trust’s first direct or indirect parent entity that is not disregarded as a separate entity for federal income tax purposes, and the parties hereto will file all their tax returns in a manner consistent with that intent unless otherwise required by a taxing authority. Except as otherwise expressly provided herein, any tax elections required or permitted to be made by the Note Issuance Trust under the Code or otherwise will be made by the Note Issuance Trust’s first direct or indirect parent entity that is not disregarded as a separate entity for federal income tax purposes. The Note Issuance Trust will not elect to be treated as a corporation for any tax purpose.

Section 2.10 Fiscal Year. The Beneficiary shall have the authority to determine or change the Note Issuance Trust’s fiscal year from time to time, including designating any necessary transition period. The Beneficiary shall notify the Owner Trustee of any change in fiscal year (and any resulting change in the Note Issuance Trust’s Annual Report Date or Transition Report Date) as promptly as practicable after such change.

Section 2.11 Transfer of Collateral Certificate.

(a) Discover Bank, as the initial transferor, transferred, assigned, set over, pledged and otherwise conveyed to the Note Issuance Trust, without recourse (subject to the obligations in the Collateral Certificate Transfer Agreement), all right, title and interest of Discover Bank in and to the Collateral Certificate and the proceeds thereof. Such conveyance of the Collateral Certificate and the proceeds thereof was and still is intended to constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, Discover Bank, as the initial transferor, also granted to the Note Issuance Trust a security interest in and to all of Discover Bank’s right, title and interest, whether then owned or thereafter acquired, in, to and under the Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, letter of credit rights, advices of credit and investment property consisting of; arising from, or relating to the Collateral Certificate, and the proceeds thereof (collectively, the “Indenture Collateral”), to secure the obligations of Discover Bank as the initial transferor.

(b) The parties intend and agree that, since the transfers by Discover Bank, all right, title, and interest in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof have been owned solely by the Note Issuance Trust, subject only to the security interest of the Indenture Trustee under the Indenture, if the Transferor were determined

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to have any right, title, or interest in, to, or under the Collateral Certificate, any other item of the Trust Estate, or any proceeds thereof despite this intent of the parties, the Transferor hereby transfers and assigns to the Note Issuance Trust, without recourse, all of the Transferor’s right, title, and interest in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof and further grants to the Note Issuance Trust a security interest in all of the Transferor’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Collateral Certificate, all other items of the Trust Estate, and all proceeds thereof to secure the obligations of the Transferor under this Agreement. The parties intend that these transfers by the Transferor constitute a sale, and not a secured borrowing, for accounting purposes. These transfers by the Transferor are a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph. Discover Bank hereby transfers and assigns all of its rights and obligations under the Collateral Certificate Transfer Agreement to the Transferor.

Section 2.12 Closing. The transfer, assignment, set-over, pledge and conveyance of the Trust Estate took place at the offices of Latham & Watkins LLP, Sears Tower Suite 5800, 233 S. Wacker, Chicago, IL 60606 on July 2, 2007.

Section 2.13 Books and Records. The Beneficiary agrees to record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) required to be filed with respect to the Trust Estate assigned by the Beneficiary pursuant to this Agreement, meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary under the applicable UCC to perfect the transfer, assignment, set-over, pledge and conveyance of the Trust Estate to the Note Issuance Trust, and to deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to the Note Issuance Trust (excluding such amendments, which shall be delivered promptly after filing).

Section 2.14 Limitation on Liability of Beneficiaries and Others. Any Beneficiary and any director or officer or employee or agent of such Beneficiary may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. To the extent permitted by applicable law, any Beneficiary, in its capacity as such, shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability. The Beneficiary shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

ARTICLE III.

REPRESENTATIONS AND

WARRANTIES OF THE BENEFICIARY

Section 3.01 Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement that:

(a) The Beneficiary has been duly formed and is validly existing as a Delaware limited liability company, and has full limited liability company power and authority to execute and deliver this Agreement and any other documents related hereto to which it is a party and to perform the terms and provisions hereof and thereof.

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(b) The execution, delivery and performance of this Agreement by the Beneficiary and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by all necessary limited liability company action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Formation or Limited Liability Company Agreement of the Beneficiary, and do not and will not conflict with or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property that is material to it, or to the best of the Beneficiary’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Agreement and the other Transaction Documents to which the Beneficiary is a party are the valid, binding and enforceable obligations of the Beneficiary, 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.

(c) To the best of the knowledge of the Beneficiary, there are no proceedings or investigations pending against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, (iii) seeking any determination or ruling which in the Beneficiary’s judgment would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents.

ARTICLE IV.

DISTRIBUTIONS OF FUNDS

Section 4.01 Distribution of Funds. All funds received by the Note Issuance Trust to the extent not encumbered by the Indenture and otherwise available for distribution (or if encumbered by the Indenture, which have been released by the relevant parties benefiting from such encumbrance) will be distributed to the Beneficiary, including without limitation interest and earnings (net of losses and investment expenses) on funds on deposit in the Collections Account in accordance with Section 403(e) of the Indenture and funds specified to be payable to the Beneficiary under step (78) (Allocation of Series Finance Charge Amounts) of Section 3.01, Section 3.04(5) and Section 3.05(5) of the Indenture Supplement for the DiscoverSeries Notes.

Section 4.02 Payments from Trust Estate Only. All payments to be made by the Note Issuance Trust under this Agreement will be made only from the income and the capital proceeds derived from the Trust Estate and only to the extent that the Note Issuance Trust will have

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received income or capital proceeds from the Trust Estate. The Beneficiary agrees that it will look solely to the income and capital proceeds derived from the Trust Estate (to the extent available for payment as herein provided) and that, except as specifically provided herein, the Owner Trustee will not be subject to any liability in its individual capacity under this Agreement to the Beneficiary or to any other Person.

Section 4.03 Method of Payment. All amounts payable to the Beneficiary pursuant to this Agreement will be paid by the Owner Trustee on behalf of the Note Issuance Trust to the Beneficiary or a nominee therefor in such manner as the Beneficiary may from time to time designate in written instructions to the Owner Trustee. All funds received by the Owner Trustee on behalf of the Note Issuance Trust not later than 2:00 p.m. (New York City time) on a Business Day will be applied by the Owner Trustee on that Business Day. Funds received after that time will be applied on the next following Business Day.

Section 4.04 Establishment of Account. The Beneficiary hereby authorizes the Owner Trustee to establish and maintain an account in the name and on behalf of the Note Issuance Trust, into which all funds received by the Owner Trustee on behalf of the Note Issuance Trust shall be deposited. Such account shall be designated the Beneficiary Trust Account.

ARTICLE V.

DUTIES OF THE OWNER TRUSTEE

Section 5.01 Action Upon Instructions.

(a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only. Accordingly, subject to Section 5.01(b) and 5.01(c) the Beneficiary will direct the Owner Trustee in the management of the Note Issuance Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article V. Notwithstanding any other provision of this Agreement, the Owner Trustee shall not take any action including but not limited to the execution of any documents, certificates or other instruments (other than the Transaction Documents and any documents, certificates or other instruments attached thereto or contemplated thereby), unless it receives written instructions from the Beneficiary.

(b) The Owner Trustee will take such action or actions as may be specified in any instructions delivered in accordance with Section 5.01(a); provided, however, that the Owner Trustee will not be required to take any such action if the Trustee Bank will have been advised by counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Note Issuance Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in liability on the part of the Trustee Bank, unless the Trustee Bank will have received additional indemnification or security satisfactory to the Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action.

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(c) The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement, nor will the Owner Trustee be obligated to follow any such direction.

(d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to be in the best interests of the Beneficiary, and will have no liability to any Person for such action or inaction.

(e) The Owner Trustee will, subject to this Section 5.01, act in accordance with the instructions given to it by the Beneficiary pursuant to Section 5.01(a), and to the extent the Owner Trustee acts in good faith in accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person.

Section 5.02 No Duty to Act Under Certain Circumstances. Notwithstanding anything contained herein to the contrary, neither the Trustee Bank nor the Owner Trustee, except a Trustee Bank authorized as co-trustee, will be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action would (i) require the consent, approval, authorization or order of, the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Trustee Bank; or (iii) subject the Trustee Bank to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Trustee Bank or the Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be at the reasonable expense of the Beneficiary) to determine whether any action required to be taken pursuant to this Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee may, or if instructed to do so by the Beneficiary, shall, appoint an additional trustee pursuant to Section 8.04 hereof to proceed with such action.

Section 5.03 No Duties Except Under Specified Agreements or Instructions.

(a) The Owner Trustee will not have any duty or obligation to manage, control, use, make any payment in respect of, register, record, insure, inspect, sell, dispose of, create, maintain or perfect any security interest or title in or otherwise deal with any part of the Trust Estate,

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prepare, file or record any document or report (including any tax related filing for any holder of Notes), or to otherwise take or refrain from taking any action under, or in connection with, this Agreement, the Note Issuance Trust or any document contemplated hereby to which the Note Issuance Trust or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in written instructions from the Beneficiary received pursuant to Section 5.01; and no implied duties or obligations will be read into this Agreement against the Owner Trustee. Unless otherwise directed by the Beneficiary in accordance with Section 5.01(a), the Owner Trustee shall have no obligation or duty to take any action the Note Issuance Trust is authorized and empowered to take pursuant to Section 2.03(a). The Trustee Bank nevertheless agrees that it will, in its individual capacity and at its own cost and expense, promptly take all action as may be necessary to discharge any lien, pledge, security interest or other encumbrance on any part of the Trust Estate which results from actions by or claims against the Trustee Bank not related to the Note Issuance Trust or the Owner Trustee’s ownership of any part of the Trust Estate.

(b) The Owner Trustee agrees that it will not manage, control, use, lease, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to, or the authority conferred upon, the Owner Trustee pursuant to this Agreement, or (ii) in accordance with the express terms hereof or with written instructions from the Beneficiary pursuant to Section 5.01. Unless otherwise directed by the Beneficiary in accordance with Section 5.01(a), the Owner Trustee shall not be required to perform any obligations or duties of the Note Issuance Trust under the Indenture, which duties and obligations shall be the sole responsibility of the Beneficiary.

Section 5.04 Trust Operation. The operations of the Note Issuance Trust will be conducted in accordance with the following standards:

(a) the Note Issuance Trust will conduct its own affairs in its own name through the Owner Trustee or the Beneficiary, or any agent appointed by either of them in accordance with this Agreement;

(b) the Note Issuance Trust will not commingle its assets with those of the Beneficiary or any Affiliate of the Beneficiary;

(c) the Note Issuance Trust will not own any asset or property other than the Trust Estate;

(d) the Note Issuance Trust will have its own principal executive and administrative office or space through which its business is conducted (which, however, may be within the premises of and leased from the Beneficiary or an Affiliate) separate from that of the Beneficiary;

(e) the Note Issuance Trust will maintain books and records and bank accounts separate from those of any other person, except as contemplated by the Transaction Documents;

(f) the Note Issuance Trust will pay its own liabilities out of its own funds;

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(g) the Note Issuance Trust will endeavor to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

(h) the Note Issuance Trust will not incur debt except in connection with the purposes set forth in Section 2.03 of this Agreement;

(i) the Note Issuance Trust will maintain an “arms-length relationship” with the Beneficiary;

(j) the Note Issuance Trust will use telephone numbers separate from those of the Beneficiary;

(k) the Note Issuance Trust will not pledge its assets for the benefit of any other Person, except as contemplated under the Indenture;

(l) the Note Issuance Trust will hold itself out as a separate legal entity and correct any known misunderstanding regarding its separate identity;

(m) the Note Issuance Trust will not engage, directly or indirectly, in any business or purposes other than those set forth in Section 2.03 of this Agreement;

(n) the Note Issuance Trust will not enter into any transactions with any other Person other than authorized under or incidental to the Transaction Documents (which authorized transactions include without limitation any transactions or agreements contemplated by Section 2.03(b) of this Agreement);

(o) the Note Issuance Trust will not guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of others; and

(p) the Note Issuance Trust will use stationery through which all business correspondence and communication are conducted separate from those of the Beneficiary, and any forms of checks used by the Note Issuance Trust or that will be used by the Note Issuance Trust shall identify the Note Issuance Trust as the payor thereunder.

Section 5.05 Execution of Documents. The Owner Trustee will, at the written direction of the Beneficiary, execute and deliver on behalf of the Note Issuance Trust such instruments, agreements and certificates contemplated hereby to which the Note Issuance Trust is a party (such direction to be conclusively evidenced by the Owner Trustee’s execution and delivery of such documents to, and acceptance by, the Beneficiary). The Beneficiary hereby instructs the Owner Trustee to execute, on behalf of the Note Issuance Trust, the Transaction Documents to which the Note Issuance Trust is a party and any documents, certificates or other instruments attached thereto or contemplated thereby.

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ARTICLE VI.

CONCERNING THE TRUSTEE BANK

Section 6.01 Acceptance of Trust and Duties. The Trustee Bank accepts the trust hereby created and agrees to perform the same but only upon the terms of this Agreement. The Trustee Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable under any circumstances in its individual capacity, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.07, (iii) for the failure by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation:

(a) The Trustee Bank will not be personally liable for any error of judgment made in good faith by an authorized officer of the Owner Trustee so long as the same will not constitute gross negligence, bad faith or willful misconduct;

(b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary;

(c) No provision of this Agreement or any Transaction Document will require the Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder, if the Trustee Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it, including such advances as the Trustee Bank may reasonably request;

(d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Note Issuance Trust;

(e) The Trustee Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Beneficiary or with respect to any agreement entered into by the Note Issuance Trust;

(f) Under no circumstances will the Trustee Bank be personally responsible or liable for the action or inaction of the Beneficiary, nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary’s duties hereunder or of any other Person acting for or on behalf of the Note Issuance Trust;

(g) In no event shall the Trustee Bank be personally liable for special, consequential or punitive damages unless such damages result from its willful misconduct, bad faith or gross negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and

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hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or provided to the Trustee Bank by, any other Person unless the Trustee Bank has actual knowledge that such information is incorrect;

(h) The Trustee Bank shall not be personally liable for the default or misconduct of the Indenture Trustee under any of the Transaction Documents or otherwise, and the Trustee Bank shall have no obligation or liability to perform the obligations of the Note Issuance Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture; and

(i) The Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.

Section 6.02 Furnishing of Documents. The Owner Trustee will furnish to the Beneficiary, within a reasonable time under the circumstances after receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee with respect to the Note Issuance Trust or the Trust Estate.

Section 6.03 No Representations and Warranties as to the Trust Estate. The Owner Trustee makes no representation or warranty as to, and shall not be liable for, the title, value, condition, design, operation, merchantability or fitness for use of the Trust Estate (or any part thereof) or any other representation or warranty, express or implied, whatsoever with respect to the Trust Estate (or any part thereof) except that the Owner Trustee, in its individual capacity, hereby represents and warrants to the Beneficiary that it will comply with the last sentence of Section 5.03(a).

Section 6.04 Signature of Periodic Filings. The Beneficiary will sign on behalf of the Note Issuance Trust any Periodic Filings of the Note Issuance Trust.

Section 6.05 Reliance; Advice of Counsel. The Owner Trustee will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s certificate of the relevant party as to such fact or matter, and such officer’s certificate will:

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constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Note Issuance Trust, the Owner Trustee may, at the expense of the Note Issuance Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

Section 6.06 Not Acting in Individual Capacity. Except as provided in this Article VI, in accepting the trust hereunder the Trustee Bank acts solely as Owner Trustee hereunder and not in its individual capacity; and all Persons having any claim against the Note Issuance Trust or the Owner Trustee, whether by reason of the transactions contemplated by this Agreement or otherwise, will look only to the Trust Estate (or a part thereof, as the case may be) for payment or satisfaction thereof, except as specifically provided in this Article VI.

Section 6.07 Representations and Warranties. The Trustee Bank, other than a Trustee Bank appointed as a co-trustee, hereby represents and warrants to the Beneficiary that:

(a) The Trustee Bank is a Delaware banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware. The Trustee Bank has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

(b) The Trustee Bank has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.

(c) Neither the execution nor the delivery by it of this Agreement, the performance by it of its obligations under this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by the Trustee Bank with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on the Trustee Bank, or constitute any default under its charter documents or by-laws or any indenture, mortgage, lease, license, contract, agreement or instrument to which the Trustee Bank is a party or by which the Trustee Bank or any of the Trustee Bank’s properties may be bound.

(d) The Trustee Bank complies with all of the requirements of Chapter 38, Title 12 of the Delaware Code relating to the qualification of a trustee of a Delaware statutory trust.

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ARTICLE VII.

TERMINATION OF TRUST AGREEMENT

Section 7.01 Termination of Trust Agreement.

(a) The Note Issuance Trust shall dissolve upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the Delaware Statutory Trust Act. Any money or other property held as part of the Trust Estate following such distribution shall be distributed to the Beneficiary. The bankruptcy, insolvency, receivership, conservatorship, dissolution, termination or incapacity of the Beneficiary shall not (x) operate to terminate this Agreement or the Note Issuance Trust, or (y) entitle the Beneficiary’s legal representatives to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Note Issuance Trust or Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b) The Beneficiary shall not be entitled to revoke or terminate the Note Issuance Trust.

(c) Upon completion of the winding up of the Note Issuance Trust in accordance with the Delaware Statutory Trust Act, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Delaware Statutory Trust Act and thereupon the Note Issuance Trust and this Agreement (other than Article XI) shall terminate; provided, however, that any terms of this Agreement that by their terms purport to survive such termination (including, without limitation, Sections 11.02, 12.04, 12.09 and 12.10), shall continue in full force and effect.

ARTICLE VIII.

SUCCESSOR OWNER TRUSTEES, CO-TRUSTEES

AND SEPARATE OWNER TRUSTEES

Section 8.01 Resignation and Removal of the Owner Trustee; Appointment of Successors. The Owner Trustee may resign at any time without cause by giving at least thirty (30) days prior written notice to the Beneficiary. The Beneficiary may remove the Owner Trustee at any time without cause upon the delivery to the Owner Trustee of a written instrument of removal. No such removal or resignation shall become effective until a successor Owner Trustee, however appointed, becomes vested as Owner Trustee hereunder pursuant to Section 8.02. Upon the occurrence of a Disqualification Event with respect to the Owner Trustee, the Beneficiary shall remove the Owner Trustee and appoint a successor Owner Trustee by an instrument signed by the Beneficiary. If a successor Owner Trustee has not been appointed within 30 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or the Beneficiary may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor Owner Trustee has been appointed as above provided. Any successor Owner Trustee so appointed by such court will immediately and, except as provided in Section 8.02 below, without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such court. The Beneficiary will notify the Note Rating Agencies promptly after the resignation or removal of the Owner Trustee and promptly after the appointment of a successor Owner Trustee.

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Section 8.02 Transfer Procedures. Any successor Owner Trustee, however appointed, will execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment, and such other documents of transfer as may be necessary, and thereupon such successor Owner Trustee, without further act, will become vested with all the estates, properties, rights, powers, duties and trust of the predecessor Owner Trustee in the trust hereunder with like effect as if originally named an Owner Trustee herein and the predecessor Owner Trustee will be fully discharged of its duties and obligations to serve as Owner Trustee hereunder. The predecessor Owner Trustee shall promptly deliver to the successor Owner Trustee all documents, statements and monies held by it under this Agreement. The successor Owner Trustee shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Section 8.03 Qualification of Owner Trustee. Any Owner Trustee will at all times (i) be a trust company or a banking corporation under the laws of its state of incorporation or a national banking association, having all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on a trust business in the State of Delaware, (ii) comply with Section 3807 (and any other applicable Section) of the Delaware Statutory Trust Act, (iii) have a combined capital and surplus of not less than $50,000,000 (or have its obligations and liabilities irrevocably and unconditionally guaranteed by an affiliated Person having a combined capital and surplus of at least $50,000,000) and (iv) have (or have a parent which has) a rating of at least Baa3 by Moody’s, at least BBB- by Standard & Poor’s or, if not rated, otherwise satisfactory to each Note Rating Agency.

Section 8.04 Co-trustees and Separate Owner Trustees. Whenever the Owner Trustee or the Beneficiary shall deem it necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or bring any suit with respect to the Trust Estate, or whenever the Owner Trustee or the Beneficiary shall be advised by counsel satisfactory to them that such action is necessary or prudent, the Owner Trustee and the Beneficiary shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other actions, necessary or proper to appoint one or more Persons either as co-trustee or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as a separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof, and such rights or duties, as may be necessary or desirable, all for such period and under such terms and conditions as are satisfactory to the Owner Trustee and the Beneficiary. In case a Disqualification Event shall occur with respect to any such co-trustee or separate trustee, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee.

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ARTICLE IX.

AMENDMENTS

Section 9.01 Amendments.

(a) This Agreement may 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, without the consent or the entitlement to vote of the Indenture Trustee or any Noteholders, so long as the Beneficiary has satisfied the Rating Agency Condition; provided, however, that such amendment will not significantly change the permitted activities of the Note Issuance Trust as set forth in Section 2.03. The Owner Trustee shall not be responsible for determining whether any such amendment to this Agreement will significantly change the permitted activities of the Note Issuance Trust as set forth in Section 2.03.

(b) This 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, so long as the Beneficiary has satisfied the Rating Agency Condition, in the case of a significant change to the permitted activities of the Note Issuance Trust as set forth in Section 2.03(a), 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 (such majority 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, 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.

(c) Promptly after the execution of any such amendment or consent, the Beneficiary, on behalf of the Note Issuance Trust, shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each Note Rating Agency.

(d) It shall not be necessary for the consent of the Noteholders pursuant to this Section 9.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

(e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State.

(f) The Owner Trustee shall be entitled to receive, and shall be fully protected in relying upon, an officer’s certificate of the Beneficiary to the effect that the conditions to such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

ARTICLE X.

BENEFICIAL INTERESTS AND CERTIFICATES

Section 10.01 Issuance of Trust Certificates.

(a) The parties confirm and acknowledge that, in connection with the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the

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Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary’s Beneficial Interest in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement.

(b) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate.

(c) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder.

(d) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

Section 10.02 Beneficial Interest; Prohibitions on Transfer.

(a) As of the date of this Agreement, the Beneficial Interest will be beneficially owned by Discover Funding. Transfers of all or a portion of the Beneficial Interest and the Trust Certificate may be made between Discover Funding and any other Person who is an Affiliate of Discover Bank (a “Permitted Affiliate Transferee”) upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Interest to any other Person, except to any Permitted Affiliate Transferee. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Master Trust Trustee and the Owner Trustee, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void.

(b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Interest substantially as follows:

“THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE NOTE ISSUANCE TRUST REPRESENTED BY THIS CERTIFICATE

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HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.”

(c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Interest and the Trust Certificate complies with the Securities Act.

Section 10.03 Lost or Destroyed Trust Certificate. If the Trust Certificate shall become mutilated, destroyed, lost or stolen, the Owner Trustee on behalf of the Note Issuance Trust will, upon the written request of the Beneficiary, and compliance with all applicable terms of this paragraph, execute and deliver to the registered holder of such Trust Certificate in replacement thereof a new Trust Certificate dated the same date as on the Trust Certificate so mutilated, destroyed, lost or stolen. If the Trust Certificate being replaced has been mutilated, destroyed, lost or stolen, the Beneficiary will furnish to the Owner Trustee such security or indemnity as may be reasonably required by the Owner Trustee to save the Owner Trustee harmless from any damage, loss or liability in connection with such Trust Certificate, and the Owner Trustee may require from the Beneficiary payment of a sum to reimburse the Owner Trustee for, or to provide funds for, the payment of any costs, fees and expenses and any tax or other governmental charge in connection therewith and any charges paid or payable by the Owner Trustee.

ARTICLE XI.

COMPENSATION OF TRUSTEE BANK AND INDEMNIFICATION

Section 11.01 Trustee Bank Fees and Expenses. The Beneficiary will pay to the Trustee Bank all fees and other charges described in a separate fee agreement promptly when invoiced and reimburse the Trustee Bank for all other reasonable out-of-pocket costs and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with its acting as Owner Trustee of the Note Issuance Trust. Except to the extent specifically provided in Section 703 of the Indenture, payment of such fees and expenses will not be a recourse obligation of the Note Issuance Trust and will not be payable out of the Trust Estate.

Section 11.02 Indemnification. To the fullest extent permitted by law, the Beneficiary hereby agrees, whether or not any of the transactions contemplated by this Agreement will be consummated, to assume liability for, and hereby indemnifies, protects, saves and keeps harmless the Trustee Bank and its officers, directors, successors, assigns, legal representatives, agents and servants (each an “Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other Person) in any way relating to or arising out of this Agreement or any other related documents or the enforcement of

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any of the terms of any thereof, the administration of the Trust Estate or the action or inaction of the Owner Trustee, or the Trustee Bank under this Agreement, except, in any such case, to the extent that any such liabilities, obligations, losses, damages, penalties, claims, actions, investigations, proceedings, costs, expenses and disbursements are the result of any of the matters described in the third sentence of Section 6.01; provided, however, that the Beneficiary shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or gross negligence, or (ii) the inaccuracy of any representation or warranty contained in Section 6.07 made by the Indemnified Person.

In case any such action, investigation or proceeding will be brought involving an Indemnified Person, the Beneficiary will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Trustee Bank will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable counsel fees and expenses of such counsel will be paid by the Beneficiary. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section 11.02, the Trustee Bank’s choice of legal counsel shall be subject to the approval of the Beneficiary, which approval shall not be unreasonably withheld.

Except to the extent specifically provided in Section 703 of the Indenture, the payment of such indemnified amounts will not be a recourse obligation of the Note Issuance Trust and will not be payable out of the Trust Estate.

The indemnification set forth herein will survive the termination of this Agreement and the resignation or removal of the Trustee Bank.

ARTICLE XII.

MISCELLANEOUS

Section 12.01 Conveyance by the Owner Trustee is Binding. Any sale or other conveyance of any part of the Trust Estate by the Owner Trustee on behalf of the Note Issuance Trust made pursuant to the terms of this Agreement will bind the Beneficiary and will be effective to transfer or convey all beneficial interest of the Owner Trustee and the Beneficiary in and to such part of the Trust Estate, as the case may be. No purchaser or other grantee will be required to inquire as to the authorization, necessity, expediency or regularity of such sale or conveyance or as to the application of any sale or other proceeds with respect thereto by the Owner Trustee or the officers.

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Section 12.02 Instructions; Notices. All instructions, notices, requests or other communications (“Deliveries”) desired or required to be given under this Agreement will be in writing and will be sent by (i) electronic mail as separately provided by each party to the other parties to this Agreement or (ii) (a) certified or registered mail, return receipt requested, postage prepaid, (b) national prepaid overnight delivery service, (c) telecopy or other facsimile transmission or (d) personal delivery, with receipt acknowledged in writing, to the following addresses:

(i) if to Discover Funding:

Discover Funding LLC

12 Read’s Way

New Castle, Delaware 19720

Attention:  [                     ]

Facsimile:  [                     ]

(ii) if to the Owner Trustee:

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration

Fax: (302) 636-4140

All Deliveries will be deemed given when actually received or refused by the party to whom the same is directed (except to the extent sent by certified or registered mail, return receipt requested, postage prepaid, in which event such Deliveries will be deemed given three days after the date of mailing and except to the extent sent by telecopy or other facsimile transmission, in which event such Deliveries will be deemed given when answer back is received). Either party may designate a change of address, email address or supplemental address by notice to the other party, given at least fifteen (15) days (or such shorter period of time as such other party shall agree to) before such change of address is to become effective.

Section 12.03 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable any provision hereof in any other jurisdiction.

Section 12.04 Limitation of Liability.

(a) To the fullest extent permitted by applicable law, neither the Beneficiary nor any officer, director, employee, agent, partner, shareholder, trustee or principal of the Beneficiary, the Note Issuance Trust or any Person owning, directly or indirectly, any legal or beneficial interest in the Beneficiary, will have any liability or obligation with respect to the Note Issuance Trust or the performance of this Agreement or any other agreement, document or instrument executed by the Note Issuance Trust, and the creditors of the Note Issuance Trust and all other Persons will look solely to the Trust Estate for the satisfaction of any claims with respect thereto. The foregoing limitation of liability is subject to Section 12.06 and is in addition to, and not exclusive of, any limitation of liability applicable to the Persons referred to above by operation of law. The provisions of this Section 12.04 shall survive the termination of this Agreement and the resignation or removal of the Trustee Bank.

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(b) All agreements entered into by the Note Issuance Trust under which the Note Issuance Trust would have any material liability will contain an exculpatory provision substantially to the following effect (provided, however, that the failure of any agreement to contain such an exculpatory provision shall not be deemed nor construed as evidence that a contrary result is intended):

Neither any trustee nor any beneficiary of Discover Card Execution Note Trust nor any of their respective officers, directors, employees or agents will have any liability with respect to this agreement, and recourse may be had solely to the assets of Discover Card Execution Note Trust with respect thereto.

Section 12.05 Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

Section 12.06 Successors and Assigns. All covenants and agreements contained herein will be binding upon, and inure to the benefit of, the Owner Trustee and its successors and assigns and the Beneficiary and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by the Beneficiary will bind the successors and assigns of the Beneficiary.

Section 12.07 Headings. The headings of the various Sections herein are for convenience of reference only and will not limit any of the terms or provisions herein.

Section 12.08 Governing Law. THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.

Section 12.09 Nonpetition Covenants. To the fullest extent permitted by applicable law, notwithstanding any prior termination of the Note Issuance Trust or this Agreement, the Owner Trustee and the Beneficiary, by its acceptance of the Beneficial Interest, shall not at any time with respect to the Note Issuance Trust or any applicable Master Trust acquiesce, petition or otherwise invoke or cause the Note Issuance Trust or any applicable Master Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Note Issuance Trust or any applicable Master Trust under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Note Issuance Trust or any applicable Master Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Note Issuance Trust or any applicable Master Trust; provided, that this Section 12.09 shall not operate to preclude any remedy described in Article VII of the Indenture. The provisions of this Section 12.09 shall survive the termination of this Agreement and the resignation or removal of the Trustee Bank.

Section 12.10 No Recourse. The holder of the Trust Certificate by accepting the Trust Certificate acknowledges that the Trust Certificate does not represent an interest in or obligation

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of the Beneficiary, the Owner Trustee (in its individual capacity), the Indenture Trustee or any Affiliate thereof, and no recourse may be had against such parties or their assets, or against the assets pledged under the Indenture. The provisions of this Section 12.10 shall survive the termination of this Agreement and the resignation or removal of the Trustee Bank.

Section 12.11 Acceptance of Terms of Agreement. THE RECEIPT AND ACCEPTANCE OF THE TRUST CERTIFICATE BY THE BENEFICIARY, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE BENEFICIARY OF ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT, AND SHALL CONSTITUTE THE AGREEMENT OF THE NOTE ISSUANCE TRUST THAT THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE NOTE ISSUANCE TRUST AND THE BENEFICIARY.

ARTICLE XIII.

COMPLIANCE WITH REGULATION AB

Section 13.01 Intent of the Parties; Reasonableness. Discover Funding LLC as the Beneficiary and the Trustee Bank acknowledge and agree that the purpose of this Article XIII is to facilitate compliance by Discover Bank with the provisions of Regulation AB and related rules and regulations of the Commission. Discover Funding LLC 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 Discover Funding LLC’s compliance with the Securities Act, the Securities 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 Trustee Bank agrees to cooperate in good faith with any reasonable request by Discover Funding LLC for information regarding the Trustee Bank which is required in order to enable Discover Funding LLC to comply with the provisions of Regulation AB as it relates to the Trustee Bank or to the Trustee Bank’s obligations under this Agreement. Terms used in this Article XIII that are defined in Regulation AB but are not defined in Section 1.01 of this Agreement shall have the meanings ascribed to them in Regulation AB.

Section 13.02 Additional Representations and Warranties of the Trustee Bank. The Trustee Bank shall be deemed to represent to Discover Funding LLC, as of the date on which information is provided under Section 1503 of the Indenture that, except as disclosed in writing to Discover Funding LLC prior to such date to the best of its knowledge: (i) neither the execution, delivery and performance by the Trustee Bank of this Agreement or any of the Transaction Documents, the performance by the Trustee Bank of its obligations under this Agreement or any of the Transaction Documents nor the consummation of any of the transactions by the Trustee Bank 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 Trustee Bank is a party or by which it is bound, which violation would have a material adverse effect on the Trustee Bank’s ability to perform its obligations under this Agreement or any of the Transaction Documents, or of any judgment or order applicable to the Trustee Bank; and (ii) there are no proceedings pending or threatened against the Trustee Bank in any court or before any governmental authority, agency or arbitration

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board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Trustee Bank to enter into this Agreement or any of the Transaction Documents or to perform its obligations under this Agreement or any of the Transaction Documents.

Section 13.03 Information to Be Provided by the Owner Trustee.

(a) The Trustee Bank shall (i) on or before the fifth Business Day of each month, provide to Discover Funding LLC, in writing, such information regarding the Trustee Bank as is requested for the purpose of compliance with Item 1117 of Regulation AB, including but not limited to a letter addressed to Discover Funding LLC in substantially the form (with appropriate insertions) of Exhibit B hereto, and (ii) as promptly as practicable following notice to or discovery by the Trustee Bank of any changes to such information, provide to Discover Funding LLC, in writing, such updated information.

(b) The Trustee Bank shall (i) in connection with any Securitization Transaction which requires a prospectus, prospectus supplement, offering memorandum or related documents, provide to Discover Funding LLC such information regarding the Trustee Bank as is requested and within the timeframe as is reasonably requested for purposes of compliance with Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Trustee Bank of any material changes to such previously provided information or to the business operations of the Trustee Bank, provide to Discover Funding LLC, in writing (with a copy to Moody’s in the case of clause (C) below), 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 shall include, at a minimum:

(A) the Trustee Bank’s name and form of organization;

(B) a description of the extent to which the Trustee Bank has had prior experience serving as a trustee for asset-backed securities transactions involving credit card receivables;

(C) a description of any affiliation between the Trustee Bank and any of the following parties to a Securitization Transaction, as such parties are identified by name to the Trustee Bank by Discover Funding LLC in writing at least three Business Days in advance of such Securitization Transaction:

(1) the sponsor;

(2) any depositor;

(3) the issuing entity;

(4) any servicer;

(5) any trustee;

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(6) any originator;

(7) any significant obligor;

(8) any enhancement or support provider; and

(9) 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 between the Trustee Bank and any of the above specified parties that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from such Securitization Transaction, the Agreement and any of the Transaction Documents that currently exists or that existed during the past two years, and that is material to an investor’s understanding of the asset-backed securities.

With respect to the information required to be provided under this Section 13.03, the Trustee Bank shall not be required to provide such information in the event that there has been no change to the information previously provided by the Trustee Bank to Discover Funding LLC but shall at Discover Funding LLC’s request confirm that there has been no change. In connection with each Report on Form 10-K with respect to the Notes and each Report on Form 10-D with respect to the Notes filed by or on behalf of Discover Funding LLC, the Trustee Bank shall be deemed to represent and warrant, as of the date that is fifteen (15) days prior to the Note Issuance Trust’s Annual Report Date of each calendar year or Transition Report Date, as applicable, for the Report on Form 10-K and as of the related Payment Date for each Report on Form 10-D, that any information previously provided by the Trustee Bank under this Article XIII is materially correct and does not have any material omissions unless the Trustee Bank has provided an update to such information.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be duly executed as of the day and year first above written.

DISCOVER FUNDING LLC
By:
	Name:
	Title:
WILMINGTON TRUST COMPANY
By:
	Name:
	Title:

[Signature Page to the Trust Agreement for Discover

Card Execution Note Trust]

Acknowledged and Accepted:
DISCOVER CARD EXECUTION NOTE TRUST
By:	Discover Funding LLC,
	as Beneficiary on behalf of the Note Issuance Trust
By:
	Name:
	Title:
DISCOVER BANK, as the predecessor Beneficiary under the Original Trust Agreement
By:
Name:
Title:

[Signature Page to the Trust Agreement for Discover

Card Execution Note Trust]

EXHIBIT A

[FORM OF] TRUST CERTIFICATE

THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE NOTE ISSUANCE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.

DISCOVER CARD EXECUTION NOTE TRUST

TRUST CERTIFICATE

(This Certificate does not represent an interest in or obligation of Discover Bank, Discover Funding LLC or any of its affiliates, except to the extent described below.)

THIS CERTIFIES THAT Discover Funding LLC is the registered beneficial owner of one hundred percent (100%) of the beneficial interest in Discover Card Execution Note Trust (the “Note Issuance Trust”), a Delaware statutory trust.

The Note Issuance Trust was created and exists pursuant to (i) the filing of the Certificate of Trust with the Secretary of State of the State of Delaware and (ii) the Trust Agreement for the Discover Card Execution Note Trust, dated as of July 2, 2007, between Discover Bank, as Beneficiary, and Wilmington Trust Company, as owner trustee (the “Owner Trustee”) as amended and restated as of [            ], 20[    ], between Discover Funding LLC and the Owner Trustee (as amended and restated the “Trust Agreement”). To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement as specified in Section 1.01.

This Certificate is the duly authorized Certificate evidencing a beneficial interest in the Note Issuance Trust (herein called the “Certificate”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Beneficiary by virtue of the acceptance hereof assents and by which the Beneficiary is bound.

Notwithstanding any prior termination of the Trust Agreement, the Beneficiary, by its acceptance of this Certificate, covenants and agrees that, to the fullest extent permitted by applicable law, it shall not at any time with respect to the Note Issuance Trust or any applicable Master Trust, acquiesce, petition or otherwise invoke or cause the Note Issuance Trust or any applicable Master Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Note Issuance Trust or any applicable

Exhibit A-1

Master Trust under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Note Issuance Trust or any applicable Master Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Note Issuance Trust or any applicable Master Trust.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Certificate shall not entitle the Holder hereof to any benefit under the Trust Agreement or any Transaction Document or be valid for any purpose.

THIS CERTIFICATE AND THE TRUST AGREEMENT WILL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY CONFLICT-OF-LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE BENEFICIARY SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Exhibit A-2

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Note Issuance Trust and not in its individual capacity pursuant to the Trust Agreement, has caused this Certificate to be issued by the Note Issuance Trust as of the date hereof.

DISCOVER CARD EXECUTION NOTE TRUST
By:	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:

Date:                  ,         

Exhibit A-3

CERTIFICATE OF AUTHENTICATION

This is the Certificate referred to in the within-mentioned Trust Agreement.

Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee		or	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee
			By:
				Authenticating Agent
By:			By:
	Authorized Signatory			Authorized Signatory

Exhibit A-4

ANNEX I to EXHIBIT A

Registered Owner and address:

Discover Funding LLC

12 Read’s Way

New Castle, Delaware 19720

Tax Identification Number: 47-4047337

Exhibit A-I-1

EXHIBIT B

FORM OF TRUSTEE BANK’S LITIGATION CERTIFICATE

DISCOVER CARD EXECUTION NOTE TRUST

The undersigned, a [                    ] of Wilmington Trust Company (the “Trustee Bank”), a banking corporation organized under the laws of the Delaware, 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 Trustee Bank or against the property of the Trustee Bank that is material to security holders of any series 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:

EX-4.5

Exhibit 4.5

DISCOVER CARD EXECUTION NOTE TRUST

as Issuer

and

U.S. BANK NATIONAL ASSOCIATION

as Indenture Trustee

[FORM OF] AMENDED AND RESTATED INDENTURE

dated as of [            ], 20[    ]

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		4
Section 101.	Definitions		4
Section 102.	Acts of Noteholders		27
Section 103.	Notices, etc., to Indenture Trustee and Issuer		28
Section 104.	Compliance Certificates and Opinions		29
Section 105.	Notices to Noteholders; Waiver		29
Section 106.	Conflict with Trust Indenture Act		30
Section 107.	Effect of Headings and Table of Contents		30
Section 108.	Successors and Assigns		30
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		31
ARTICLE II	NOTE FORMS		32
Section 201.	Forms Generally		32
Section 202.	Forms of Notes		32
Section 203.	Authentication of Notes: Form of Indenture Trustee’s Certificate of Authentication		32
Section 204.	Notes Issuable in the Form of a Global Note		32
Section 205.	Temporary Global Notes and Permanent Global Notes		34
Section 206.	Beneficial Ownership of Global Notes		36
Section 207.	Notices to Depository		36
ARTICLE III	THE NOTES		37
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		43
Section 307.	Payment of Interest; Interest Rights Preserved; Withholding Taxes		44
Section 308.	Persons Deemed Owners		44
Section 309.	Cancellation		44
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		47

-i-

ARTICLE IV	ISSUER ACCOUNTS AND INVESTMENTS	48
Section 401.	Collections	48
Section 402.	Issuer Accounts	48
Section 403.	Investment of Funds in the Issuer Accounts; Securities Account	49
ARTICLE V	COLLECTIONS, ALLOCATIONS, DEPOSITS AND PAYMENTS	51
Section 501.	Collections and Allocations	51
Section 502.	Allocations of Finance Charge Amounts and Charge-offs	51
Section 503.	Allocations of Principal Amounts	51
Section 504.	Allocations of the Servicing Fee	52
Section 505.	Final Payment	52
Section 506.	Payments within a Series, Class or Tranche	52
Section 507.	Appointment of Calculation Agent; Resignation or Removal of Calculation Agent	53
Section 508.	Delegation of Duties of Calculation Agent	53
Section 509.	Merger or Consolidation of, or Assumption of the Obligations of, the Calculation Agent	53
ARTICLE VI	SATISFACTION AND DISCHARGE; CANCELLATION OF NOTES HELD BY THE ISSUER OR THE BANK	55
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 any Beneficiary	55
ARTICLE VII	EVENTS OF DEFAULT AND REMEDIES	56
Section 701.	Events of Default	56
Section 702.	Acceleration of Maturity, Rescission and Annulment	57
Section 703.	Application of Money Collected	58
Section 704.	Indenture Trustee May Elect to Hold the Collateral Certificate	59
Section 705.	Sale of Collateral for Accelerated Notes	59
Section 706.	Limitation on Suits	59
Section 707.	Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse	60
Section 708.	Restoration of Rights and Remedies	60
Section 709.	Rights and Remedies Cumulative	60
Section 710.	Delay or Omission Not Waiver	60
Section 711.	Control by Noteholders	61
Section 712.	Waiver of Past Defaults	61
Section 713.	Undertaking for Costs	61
Section 714.	Waiver of Stay or Extension Laws	61
Section 715.	Asset Representations Review	62
ARTICLE VIII	THE INDENTURE TRUSTEE	63
Section 801.	Duties of Indenture Trustee	63
Section 802.	Notice of Defaults	65
Section 803.	Certain Matters Affecting the Indenture Trustee	65

-ii-

Section 804.	Indenture Trustee Not Liable for Recitals in Notes	66
Section 805.	Indenture Trustee May Own Notes	66
Section 806.	Master Servicer to Pay Indenture Trustee’s Fees and Expenses	66
Section 807.	Master Servicer 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	74
ARTICLE IX	NOTEHOLDERS’ MEETINGS, LISTS, REPORTS BY INDENTURE TRUSTEE, ISSUER, MASTER SERVICER, SERVICER AND BENEFICIARY	75
Section 901.	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders	75
Section 902.	Preservation of Information; Communications to Noteholders	75
Section 903.	Reports by Indenture Trustee	76
Section 904.	Meetings of Noteholders and Noteholder Consent; Amendments and Waivers	77
Section 905.	Reports by Issuer to the Commission	79
ARTICLE X	INDENTURE SUPPLEMENTS AND AMENDMENTS TO THE TRUST AGREEMENT AND POOLING AND SERVICE AGREEMENT	80
Section 1001.	Supplemental Indentures and Amendments Without Consent of Noteholders	80
Section 1002.	Supplemental Indentures with Consent of Noteholders	82
Section 1003.	Execution of Amendments and Supplemental Indentures	84
Section 1004.	Effect of Amendments and Supplemental Indentures	84
Section 1005.	Conformity with Trust Indenture Act	84
Section 1006.	Reference in Notes to Supplemental Indentures	84
Section 1007.	Amendments to the Trust Agreement	84
Section 1008.	Amendments to Pooling and Servicing Agreement and Other Actions Under the Pooling and Servicing Agreement	85
Section 1009.	Deemed Consent to Combination of Master Trust and Issuer	86

-iii-

ARTICLE XI	REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER	87
Section 1101.	Representations and Warranties of Issuer	87
Section 1102.	Payment of Principal and Interest	87
Section 1103.	Maintenance of Office or Agency	88
Section 1104.	Money for Note Payments to be Held in Trust	88
Section 1105.	Statement as to Compliance	90
Section 1106.	Legal Existence	91
Section 1107.	Further Instruments and Acts	91
Section 1108.	Compliance with Laws	91
Section 1109.	Notice of Events of Default	91
Section 1110.	Certain Negative Covenants	91
Section 1111.	No Other Business	91
Section 1112.	Rule 144A Information	92
Section 1113.	Performance of Obligations	92
Section 1114.	Issuer May Consolidate, Etc., Only on Certain Terms	92
Section 1115.	Successor Substituted	94
Section 1116.	Guarantees, Loans, Advances and Other Liabilities	94
Section 1117.	Capital Expenditures	94
Section 1118.	Restricted Payments	94
Section 1119.	No Borrowing	95
ARTICLE XII	EARLY REDEMPTION OF NOTES	96
Section 1201.	Applicability of Article	96
Section 1202.	Cleanup Call	97
Section 1203.	Notice	98
ARTICLE XIII	COLLATERAL	99
Section 1301.	Collateral	99
Section 1302.	Filing	99
Section 1303.	Trust Indenture Act Requirements	100
Section 1304.	Suits To Protect the Collateral	101
Section 1305.	Powers Exercisable by Receiver or Indenture Trustee	101
Section 1306.	Release of all Collateral	101
Section 1307.	Opinions as to Collateral	102
Section 1308.	Certain Commercial Law Representations and Warranties	102
Section 1309.	Addition of Assets	103
ARTICLE XIV	MISCELLANEOUS	104
Section 1401.	Custody of the Collateral	104
Section 1402.	Noteholders’ Monthly Statement	104
Section 1403.	Payment Instruction to Master Trust	104
Section 1404.	No Petition	104
Section 1405.	Trust Obligations	104
Section 1406.	Limitations on Liability	105

-iv-

Section 1407.	Election Under Delaware Asset-Backed Securities Facilitation Act	105
Section 1408.	Tax Treatment	106
Section 1409.	Actions Taken by the Issuer	106
Section 1410.	Alternate Payment Provisions	106
Section 1411.	Final Distribution	106
Section 1412.	Termination Distributions	107
Section 1413.	Derivative Counterparty, Supplemental Credit Enhancement Provider and Supplemental Liquidity Provider as Third-Party Beneficiary	107
Section 1414.	No Prohibited Transactions	107
ARTICLE XV	COMPLIANCE WITH REGULATION AB	108
Section 1501.	Intent of the Parties; Reasonableness	108
Section 1502.	Additional Representations and Warranties of the Indenture Trustee	108
Section 1503.	Information to be Provided by the Indenture Trustee	108
Section 1504.	Indenture Trustee’s Report on Assessment of Compliance and Attestation	110
ARTICLE XVI	SUBORDINATION	111
Section 1601.	Subordination of Subordinate Notes	111

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-1	FORM OF COMPLIANCE CERTIFICATE FOR INDENTURE TRUSTEE
EXHIBIT C-2	FORM OF COMPLIANCE CERTIFICATE FOR ISSUER
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

-v-

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
316(a)(2)	Not Applicable
316(b)	707
317(a)(1)	819

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

-vi-

317(a)(2)	817
317(b)	1104
318(a)	106

-vii-

THIS AMENDED AND RESTATED 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 [            ], 20[    ], and fully amends and restates that certain Indenture, dated as of July 26, 2007, between the Issuer and the Indenture Trustee (as amended, supplemented or otherwise modified prior to the date hereof, the “Original Indenture”).

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; 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.

2

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 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”;

(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 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; and

(9) a reference to any agreement or other document is to that agreement, or other document as may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

4

“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.

5

“Asset Representations Review” means the review of the Asset Representations Reviewer conducted pursuant to the Asset Representations Review Agreement.

“Asset Representations Review Agreement” has the meaning set forth in the Series 2007-CC Supplement.

“Asset Representations Reviewer” has the meaning set forth in the Series 2007-CC Supplement.

“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, 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.

“Beneficiary” shall mean Discover Funding 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 originator 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.

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“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

(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 190 S. LaSalle Street, Chicago, Illinois 60603, Attention: U.S. Bank Corporate Trust Services.

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“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 Third Amended and Restated Pooling and Servicing Agreement dated as of [            ], 20[    ], by and between Discover Bank, as master servicer and servicer, Discover Funding, LLC, as transferor, and U.S. Bank National Association, as trustee.

“Delinquency Percentage” means, for each Master Trust, the “Delinquency Percentage” as defined in the related Pooling and Servicing Agreement, or any supplement thereto.

“Delinquency Trigger” means, with respect to any Series, Class or Tranche of Notes for any Distribution Date and the related Due Period, the Delinquency Percentage for any Master Trust for such Distribution Date is greater than the Maximum Delinquency Percentage for such Distribution Date.

“Depositor” means Discover Funding 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.

“Discover Funding” means Discover Funding, LLC, a Delaware limited liability company, and its successors and permitted assigns.

“Distribution Date” means the 15^th day of each calendar month (or, if such day is not a Business Day, the next succeeding Business Day) commencing in August 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,” “S” or “U.S. $” means United States dollars.

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“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 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 Fl 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.

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“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; and

(b) 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 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.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date hereof (or any amended or successor provisions that are substantially similar), any current or future regulations or official interpretations thereunder or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any published intergovernmental agreement entered into in connection with the implementation the foregoing and any fiscal or regulatory legislation, rules or official practices adopted pursuant to such published intergovernmental agreement.

“FATCA Withholding Tax” means any withholding or deduction required pursuant to FATCA.

“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.

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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 satisfaction of the Rating Agency Condition, 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.

“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 Funding as Holder of the Transferor 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 transferor 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.

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“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 Transferor 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.

“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

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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.

“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

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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 Outstanding Series, Class or Tranche of 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).

“Master Servicer” means, with respect to the Series 2007-CC Collateral Certificate or 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.

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“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.

“Maximum Delinquency Percentage” means with respect to any Series, Class or Tranche of Notes for any Distribution Date and the related Due Period, the “Maximum Delinquency Percentage”, as specified in the related Indenture Supplement.

“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.

“Note Rating Agency” means, with respect to any Outstanding Series, Class or Tranche of Notes, each nationally recognized statistical rating organization hired by the Issuer or any Affiliate to rate such 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.

“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.

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“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, Discover Funding or any of their Affiliates.

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

“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

(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.

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“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 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

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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 satisfies the Rating Agency Condition;

(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 such investment satisfies the Rating Agency Condition;

 provided that 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 for funds on deposit in all Issuer Accounts other than Principal Funding Accounts or A-1+ or AAA for funds on deposit in Principal Funding Accounts, 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.

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“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.

“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.

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“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,

(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.

“Rating Agency Condition” means, with respect to any event or circumstance and (a) with respect to Moody’s or Standard & Poor’s if Moody’s or Standard & Poor’s is currently rating any Outstanding Note, written confirmation (which may be in the form of a letter, press release or other publication, or a change in such Note Rating Agency’s published ratings criteria to this effect) by Moody’s or Standard & Poor’s, as applicable, that the occurrence of such event or circumstance will not cause a Ratings Effect or (b) with respect to any Note Rating Agency other than Moody’s or Standard & Poor’s and with respect to Moody’s and Standard & Poor’s if Moody’s or Standard & Poor’s (x) is currently rating any Outstanding Note and (y) has notified the Issuer that it, as a policy matter, will not provide written confirmation of its ratings, that such Note Rating Agency shall have been given notice of such event or circumstance at least ten days prior to the occurrence of such event or circumstance (or, if ten days’ advance notice is impracticable, as much advance notice as is practicable) and such Note Rating Agency shall not have issued any written notice that the occurrence of such event or circumstance will itself cause a Ratings Effect.

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“Ratings Effect” means a reduction or withdrawal by any Note Rating Agency 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 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

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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 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 Funding, Discover Bank or any additional originator 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.

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“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.

“Review Notice” is defined in Section 715.

“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.

“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.

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“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 July 26, 2007, pursuant to which Discover Bank conveyed the Series 2007-CC Collateral Certificate to the Issuer.

“Series 2007-CC Supplement” means the Amended and Restated Series 2007-CC Supplement to the DCMT Pooling and Servicing Agreement dated as of [            ], 20[    ].

“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 Certificate was issued, as set forth in the applicable Assignment of Additional Assets.

“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.

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“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.

“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.

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“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.

“Tax Information” means information and/or properly completed and signed tax certifications sufficient to eliminate the imposition of or to determine the amount of any withholding of tax, including FATCA Withholding Tax.

“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.

“Transition Report Date” means the date on which the Note Issuance Trust is required to file any transition 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.

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of [            ], 20[    ], between the Discover Funding, as Beneficiary and Wilmington Trust Company, as Owner Trustee.

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

“Verified Note Owner” means a Note Owner that has provided the Indenture Trustee or the Master Servicer, as applicable, with each of (i) a written certification that it is a beneficial owner of a specified Outstanding Dollar Principal Amount of the Notes and (ii) a trade

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confirmation, an account statement, a letter from a broker or dealer or other similar document showing that such Note Owner is a beneficial owner of such Outstanding Dollar Principal Amount of the Notes.

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

(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same 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

27

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 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.

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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.

(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) [Reserved].

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(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 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.

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Section 113. Indenture Referred to in the Trust Agreement. This is the Indenture referred to in the Trust Agreement.

[END OF ARTICLE I]

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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 Funding 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:

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

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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 Funding, 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 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

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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.

(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

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Registered Note (the “Temporary Global Note”), 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 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. 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 according to the instructions of the Holder, 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.

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(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.

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]

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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;

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

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(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;

(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

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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) 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;

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

(xx) 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;

(xxi) 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;

(xxii) 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;

(xxiii) 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;

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

(xxv) 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.

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(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.

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 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

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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 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.

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(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 may not be exchanged for Notes in bearer form. Whenever any Notes are so surrendered for exchange, the Issuer will execute, and the Indenture Trustee will authenticate and deliver, 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 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 the day of the mailing of the relevant notice of redemption of Registered Notes of such Series, Class or Tranche so selected for redemption.

(h) [Reserved].

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

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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 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 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.

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(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.

(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.

(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. Each Noteholder shall provide the Indenture Trustee, Paying Agent, the Issuer or other person responsible for withholding or deduction of taxes with the Tax Information, and agrees to update such Tax Information promptly upon request of the Indenture Trustee, Paying Agent, the Issuer or other person responsible for withholding or deduction of taxes or when the Tax Information expires or becomes obsolete or inaccurate in any respect. Any amounts properly so withheld or deducted shall be treated as actually paid to the appropriate Noteholder.

Section 308. Persons Deemed Owners. 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 the Indenture Trustee, be delivered to the Indenture Trustee and, if not

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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 Funding; 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;

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

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(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 satisfies the Rating Agency Condition for all Outstanding Notes with respect to the new issuance;

(vi) 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;

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

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

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

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.

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(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.

[END OF ARTICLE III]

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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) Under the Original Indenture, the Issuer caused one or more Eligible Deposit Accounts to be established (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 Z (Ticker FPZXX); 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; provided, however, that any such Permitted Investment that would constitute an interest in a trust, partnership or limited liability company shall not be held in an Issuer Account with a securities intermediary but shall be delivered to the Indenture Trustee in the State of New York registered in the name of the Indenture Trustee or duly endorsed in blank.

(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

(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. The fees of the Calculation Agent shall be allocated to the Calculation Agent by the Master Servicer out of such Servicing Fee.

(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.

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Section 507. Appointment of Calculation Agent; Resignation or Removal of Calculation Agent. Discover Bank is hereby appointed as Calculation Agent hereunder. The 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. The successor Calculation Agent shall be (i) for any Collateral Certificate, the successor Master Servicer under the related Pooling and Servicing Agreement, and (ii) for the Note Issuance Trust, the successor Master Servicer under the DCMT Pooling and Servicing Agreement. If any successor Master Servicer shall decline to assume the responsibilities and obligations of the Calculation Agent hereunder, the Indenture Trustee shall appoint a Calculation Agent. If the Indenture Trustee is unable to appoint a successor Calculation Agent, the Indenture Trustee may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent.

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

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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.

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.

(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.

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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 Funding.

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;

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.

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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 originator, the Transferor, 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 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.

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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 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.

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Section 715. Asset Representations Review.

(a) Within [90] days of the occurrence of the filing of a Form 10-D reporting that a Delinquency Trigger has occurred, the Holders of [5]% or more of the Outstanding Dollar Principal Amount of the Outstanding Notes of all Series, Classes and Tranches shall be entitled to demand that the Indenture Trustee conduct a vote of all Holders of Outstanding Notes to determine whether to cause the Asset Representations Reviewer to conduct an Asset Representations Review.

(b) Upon the direction of the requisite Holders set forth in Section 715(a), the Indenture Trustee shall cause the Depository to conduct a vote of all Holders of Outstanding Notes. Each Holder that elects to vote shall vote whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations Review.

(c) In the event that a Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall verify that each such Note Owner is a Verified Note Owner and shall provide such evidence to the Issuer.

(d) If a majority of the Holders voting pursuant to Section 715(b) vote to cause the Asset Representations Reviewer to conduct an Asset Representations Review, the Indenture Trustee shall provide written notice (the “Review Notice”) to the Issuer, which shall promptly provide such Review Notice to the Depositor and the Master Servicer. The Indenture Trustee shall cooperate with the Asset Representations Reviewer in the event an Asset Representations Review is commenced pursuant to this Section 715(d) and shall provide the Asset Representations Reviewer with any documents or other information reasonably requested by the Asset Representations Reviewer in connection with the Asset Representations Review.

(e) If the Asset Representations Reviewer gives notice of its intent to resign or the Master Servicer terminates the Asset Representations Reviewer pursuant to the terms of the Asset Representations Review Agreement or if a vacancy exists in the office of the Asset Representations Reviewer for any reason (the Asset Representations Reviewer in such event being referred to herein as the retiring Asset Representations Reviewer), the Issuer shall cause the Master Servicer to promptly appoint and designate a successor Asset Representations Reviewer in accordance with the provisions of the Asset Representations Review Agreement.

[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.

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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,

(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, and

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

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(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 to do so 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 Transferor 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. 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. Master Servicer to Pay Indenture Trustee’s Fees and Expenses. Discover Bank, as Master Servicer, covenants and agrees to pay to the Indenture Trustee from time to time, and the Indenture Trustee shall be entitled to receive, reasonable compensation

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(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 Master Servicer, 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 Master Servicer, 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 Master Servicer, 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. Master Servicer Indemnification of Indenture Trustee. Discover Bank, as Master Servicer, 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 Master Servicer, 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 Master Servicer, Discover Funding, as Beneficiary, or the Issuer, as applicable, hereunder including, without limitation, acts or omissions of Discover Bank, as Master Servicer (including in its role as Calculation Agent and Servicer) 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 Master Servicer, shall not indemnify the Indenture Trustee to the 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 Master Servicer, 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 Master Servicer, 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.

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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.

(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,

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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.

(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.

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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:

(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.

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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 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.

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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.

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

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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 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.

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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 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 in the Borough of Manhattan, The City of New York and in Chicago, Illinois in the case of Registered Notes, 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

(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.

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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) Within sixty (60) days after each Annual Report Date or Transition Report Date, as applicable, 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.

(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;

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(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) 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. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 105.

(b) 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.

(c) 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. 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.

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(d) 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).

(e) 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.

(f) 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.

(g) 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.

(h) 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).

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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 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) following the Master Servicer’s receipt of a written request during any Due Period from a Noteholder or Note Owner seeking to communicate with other Noteholders or Note Owners regarding exercising their contractual rights under the terms of the transaction documents, cause the Depositor to include in the Securities Exchange Act Form 10-D filing for the Issuer related to the Due Period in which such written request was received: (i) the name of the Noteholder or Note Owner, as applicable, delivering such request, (ii) the date the request was received, (iii) a statement to the effect that the Issuer has in fact received such request from a Noteholder or Note Owner, as applicable, and that such Noteholder or Note Owner, as applicable, is interested in communicating with other Noteholders or Note Owners with regard to the possible exercise of rights under the transaction documents, and (iv) a description of the method that other Noteholders or Note Owners may use to contact the requesting Noteholder or Note Owner, as applicable; provided, however, that if the Issuer receives a request from any Note Owner that is not a record Noteholder, the Indenture Trustee shall verify that each such Note Owner is a Verified Note Owner and shall provide such evidence to the Issuer prior to the Issuer causing the Depositor to include any request from such Note Owner in any Form 10-D;

(c) 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;

(d) transmit by mail to all Registered Noteholders, as their names and addresses appear in the Note Register, such summaries of any information, documents and reports required to be filed by the Issuer pursuant to paragraphs (a) and (c) 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; provided, however, that the Issuer shall have satisfied the Rating Agency Condition for such amendment for Standard & Poor’s with respect to all Outstanding Notes;

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(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 satisfied the Rating Agency Condition for such amendment for Standard & Poor’s with respect to all Outstanding Notes;

(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 originators under the Receivables Sale and Contribution Agreement or any similar agreement are added to, or replaced under, the Receivables Sale and Contribution Agreement or such similar 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 satisfied the Rating Agency Condition for Standard & Poor’s with respect to 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 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 satisfied the Rating Agency Condition for such amendment with respect to Standard & Poor’s for all Outstanding Notes;

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(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 originator under the Receivables Sale and Contribution 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 66 ²⁄₃% of the Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes materially adversely affected, 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 received evidence that the Rating Agency Condition is satisfied with respect to any Series, Class or Tranche not entitled to vote thereon. For purposes of calculating whether a 66 ²⁄₃% 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.

(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;

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(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.

(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.

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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 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.

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Section 1008. Amendments to Pooling and Servicing Agreement and Other Actions Under the Pooling and Servicing Agreement.

(a) 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 Discover Funding, 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, the Pooling and Servicing Agreement, the Receivables Sale and Contribution 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 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 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 Trustee from the Noteholders. For the avoidance of doubt, each Noteholder will be deemed to have consented to any amendment of the Pooling and Servicing Agreement or the Receivables Sale and Contribution Agreement to permit the Depositor, the Beneficiary or Discover Funding 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

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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).

(b) The Issuer, as the Investor Certificateholder of the Series 2007-CC Collateral Certificate, has the right to request a repurchase of any “Ineligible Receivable” (as defined in the DCMT Pooling and Servicing Agreement) under the circumstances detailed in the DCMT Pooling and Servicing Agreement and, pursuant to the Granting Clause, has assigned such right to the Indenture Trustee. The Indenture Trustee hereby agrees to promptly provide written notification to the Transferor and the Trustee under the DCMT Pooling and Servicing Agreement of any written request for such repurchase that it receives from any Noteholder or Verified Note Owner.

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 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.

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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. 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 Collections 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

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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;

(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, including FATCA Withholding Tax (including obtaining and retaining from Persons entitled to payments with respect to the Notes any Tax Information and making any withholdings with respect to the Notes as required by the Internal Revenue Code (including FATCA) and paying over such withheld amounts to the appropriate governmental authority); and

(f) comply with any applicable reporting requirements in connection with any payments made by it on any Notes and any withholding of taxes therefrom, and, upon request, provide any Tax Information to the Issuer.

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 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.

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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 (15) days prior to each of the Note Issuance Trust’s Annual Report Date or Transition Report Date, as applicable, or such other date that is mutually agreed upon in writing by the parties hereto (and relating to the preceding fiscal year or transition period, as applicable), a written statement signed by an Issuer Authorized Officer, substantially in the form of Exhibit C-2 stating that:

(a) a review of the activities of the Issuer during the preceding fiscal year or transition period, as applicable, 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 the previous fiscal year or transition period, as applicable, 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

(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.

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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:

(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

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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 satisfied the Rating Agency Condition for such consolidation or merger with respect to each Note Rating Agency other than Moody’s for all Outstanding Notes;

(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 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 (E) 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;

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(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 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 personality).

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.

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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 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

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

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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.

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

(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, including continuation statements or other instruments, in such jurisdictions and containing such collateral descriptions (including, without limitation, the words “All of the Debtor’s right, title and interest in, to and under all assets of the Debtor wherever located and all related underlying instruments and all proceeds thereof, in each case, whether now owned or hereafter acquired and whether now existing or hereafter coming into existence” or words of similar effect) as the Indenture Trustee deems necessary or appropriate and shall take such other action as may be necessary to secure the rights and remedies of the Indenture Trustee.

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.

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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 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.

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(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 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. On or before that date that is fifteen (15) days before each of the Note Issuance Trust’s Annual Report Date or Transition Report Date, as applicable, 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 next Annual Report Date or Transition Report Date, as applicable.

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 the Rating Agency Condition shall have been satisfied with respect to each Note Rating Agency other than Moody’s.

(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.

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(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:

(i) The Note Issuance Trust satisfies the Rating Agency Condition for each applicable Note Rating Agency and any Outstanding Notes with respect to the transfer of such Additional Collateral Certificate (or, if applicable, interests in pools of credit card receivables); 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, director, employee or agent of the Owner Trustee in its individual capacity or any successor or

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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, § 2701A 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. 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. If within one year after the second notice all such Notes shall not 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

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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]

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ARTICLE XV

COMPLIANCE WITH REGULATION AB

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 discovery by the Indenture Trustee of any changes to such information, provide to the Depositor, in writing, such updated information.

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(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 an arm’s length

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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 (15) days prior to each of the Note Issuance Trust’s Annual Report Date or Transition Report Date, as applicable, or such other date that is mutually agreed upon in writing by the parties hereto (and relating to the preceding fiscal year or transition period, as applicable), 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 or transition period, as applicable, 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, certifications substantially in the forms (with appropriate insertions) attached as Exhibit C-1 and 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

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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.

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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 and Agreed By:

DISCOVER BANK,

as Calculation Agent and Master Servicer

By:

Name:

Title:

DISCOVER FUNDING, LLC,

as Beneficiary and Depositor

By:

Name:

Title:

S-1

STATE OF DELAWARE	)
	)	ss:
COUNTY OF NEW CASTLE	)

On the      day of             , 2007, before me personally came                     , me known, who, being by me duly sworn, did depose and say that s/he resides at                     ; that s/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 s/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 s/he signed her/his name thereto by like authority.

Name

Notarial Seal

STATE OF ILLINOIS	)
	)	ss:
COUNTY OF COOK	)

On the      day of             , 2007, 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.

Notarial Seal

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 Funding, LLC, a Delaware limited liability company (“Discover Funding”), and Wilmington Trust Company, as Owner Trustee (“Owner Trustee”), are parties to the Amended and Restated Trust Agreement for the Note Issuance Trust, dated as of [            ], 20[    ], 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 Amended and Restated Indenture, dated as of [            ], 20[    ], 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 Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of [            ], 20[    ], 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 satisfying the Rating Agency Condition with respect to Standard & Poor’s;

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.]

Exhibit 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.

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

Exhibit A - 2

(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): [    ]

ii. Step (10) (Allocation from the DCMT Group One Interchange Reallocation Account): [    ]

Exhibit A - 3

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 Transferor): [    ]

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: [    ]

[h. Additional amendments as necessary to fully accommodate additional assets, including without limitation, amendments relating to defined terms or changes to the Terms Documents.]]

Exhibit A - 4

[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 Mayer Brown LLP, 71 South Wacker Drive, Chicago, Illinois 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 RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.

Exhibit A - 5

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:

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee

By:

Name:

Title:

Acknowledged By:

DISCOVER BANK,

as Calculation Agent

By:

Name:

Title:

DISCOVER FUNDING, LLC,

as Beneficiary for Discover Card Execution Note Trust

By:

Name:

Title:

[Other parties, including Sub-Calculation Agent, as applicable]

Exhibit A - 6

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,

[●] Series, Class [●] 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 [●] Series, Class [●] Notes to be exchanged for definitive Notes (the “Submitted Portion”) pursuant to this certificate (the “Notes”) as provided in the Indenture, dated as of                  , 20     (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.

Exhibit B-1 - 1

EXHIBIT B-2

[FORM OF] CERTIFICATE TO BE DELIVERED TO

EUROCLEAR OR CLEARSTREAM BY

[●] WITH RESPECT TO REGISTERED NOTES SOLD TO QUALIFIED

INSTITUTIONAL BUYERS

DISCOVER CARD EXECUTION NOTE TRUST,

[●] Series, Class [●] Notes

In connection with the initial issuance and placement of the [●] Series, Class [●] 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 held 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 STAPES 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

Exhibit 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,

[●] Series, Class [●] Notes

This is to certify that as of the date hereof and except as provided in the third paragraph hereof, the [●] Series, Class [●] 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 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.

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.

Exhibit B-3 - 1

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.

Exhibit B-3 - 2

EXHIBIT C-1

FORM OF COMPLIANCE CERTIFICATE FOR INDENTURE TRUSTEE

DISCOVER CARD EXECUTION NOTE TRUST

The undersigned, the Indenture Trustee, pursuant to Section 1504 of the Indenture dated as of [            ], 20[    ], 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:

Exhibit C - 1

EXHIBIT C-2

FORM OF COMPLIANCE CERTIFICATE FOR ISSUER

DISCOVER CARD EXECUTION NOTE TRUST

The undersigned, the Issuer, pursuant to Section 1105 of the Indenture dated as of [        ], 20[    ], as amended on or prior to the date hereof (the “Indenture”), by and among Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, hereby certifies that:

(a) a review of the activities of Issuer, 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] the Issuer 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:

Exhibit B-3 - 2

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:

Exhibit 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.

Item 1122(d) Reference	Servicing Criteria	Beneficiary/ Calculation Agent	Indenture 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 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)(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)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	ü
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
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

Exhibit E - 1

Item 1122(d) Reference	Servicing Criteria	Beneficiary/ Calculation Agent	Indenture Trustee
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.
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.

Exhibit E - 2

Item 1122(d) Reference	Servicing Criteria	Beneficiary/ Calculation Agent	Indenture Trustee
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.
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.		ü2

²  Only if applicable for any outstanding Securitization Transaction.

Exhibit E - 3

EXHIBIT F

FORM OF ANNUAL CERTIFICATION

Re: Indenture, dated as of [            ], 20[    ], 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:

[Signature Page to First Amendment Indenture]

EX-4.6

Exhibit 4.6

DISCOVER CARD EXECUTION NOTE TRUST

Issuer

and

U.S. BANK NATIONAL ASSOCIATION

Indenture Trustee

[FORM OF] SECOND AMENDED AND RESTATED INDENTURE SUPPLEMENT

Dated as of [            ], 20[    ]

for the DiscoverSeries Notes

to

AMENDED AND RESTATED INDENTURE

Dated as of [            ], 20[    ]

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
Section 1.01.	Definitions		1
Section 1.02.	Representations and Warranties of Issuer		26
Section 1.03.	Representations and Warranties of Indenture Trustee		27
Section 1.04.	Limitations on Liability		27
Section 1.05.	Governing Law		28
Section 1.06.	Counterparts		28
Section 1.07.	Ratification of Indenture		28
ARTICLE II
THE NOTES
Section 2.01.	Creation and Designation		28
Section 2.02.	New Issuances of Notes		29
Section 2.03.	Cash Deposit in Class C Reserve Account and Class D Reserve Account		29
ARTICLE III
ALLOCATIONS OF COLLECTIONS AND SUBORDINATION
Section 3.01.	Allocations of Collections		30
Section 3.02.	Available Subordinated Amounts and Usages		76
Section 3.03.	Derivative Receipts		105
Section 3.04.	Withdrawals from Interest Funding Subaccounts		106
Section 3.05.	Withdrawals from Principal Funding Subaccounts		107
Section 3.06.	Payments on Foreign Currency Notes		108
ARTICLE IV
EARLY REDEMPTION EVENTS AND OTHER PROVISIONS RELATING TO SPECIAL ALLOCATIONS OF PRINCIPAL
Section 4.01.	Early Redemption Events		108
Section 4.02.	Variable Accumulation Period		111
Section 4.03.	Calculation of Targeted Prefunding Deposit		111
Section 4.04.	Calculation of Prefunding Excess Amounts		113
Section 4.05.	Receivables Sale		114
ARTICLE V
ISSUER ACCOUNTS AND INVESTMENTS
Section 5.01.	Issuer Accounts		116

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Exhibits

Exhibit A	Form of Class A Terms Document
Exhibit B	Form of Class B Terms Document
Exhibit C	Form of Class C Terms Document
Exhibit D	Form of Class D Terms Document
Exhibit E	Form of Noteholders’ Monthly Statement

THIS AMENDED AND RESTATED INDENTURE SUPPLEMENT (this “Indenture Supplement”) for the DiscoverSeries Notes, by and between DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer” or the “Note Issuance Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of June 4, 2010.

WHEREAS, the Issuer and the Indenture Trustee have entered into that certain Indenture Supplement, dated as of July 26, 2007 (the “Original Indenture Supplement”), as amended by that certain Omnibus Amendment to Indenture Supplement and Terms Document, dated as of July 2, 2009, between the Issuer and the Indenture Trustee (the “Amendment”); and

WHEREAS, pursuant to Sections 1001(b) and 1001(c) of the Indenture, the Issuer and the Trustee wish to amend and restate the Original Indenture Supplement in its entirety to reflect the Amendment and to make certain other clarifying or corrective amendments as permitted by such Sections.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, each party agrees as follows for the benefit of the other parties and for the benefit of the Noteholders:

ARTICLE I

Definitions

Section 1.01. Definitions. For all purposes of this Indenture Supplement, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(b) all other terms used herein which are defined in the Indenture either directly or by reference therein, have the meanings assigned to them therein;

(c) 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;

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

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

(f) each capitalized term defined herein shall relate only to the DiscoverSeries Notes and no other Series of Notes issued by the Issuer;

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

(h) 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 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; and

(i) a reference to any agreement or other document is to that agreement or other document as may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

“Accumulation Amount” means, for any Tranche of Notes, (x) the Accumulation Amount specified in the applicable Terms Document for such Tranche, or (y) if no such amount is specified, or if the commencement of the Accumulation Period is delayed in accordance with Section 4.02, an amount equal to the Nominal Liquidation Amount of such Tranche as of the first day of the Accumulation Period divided by the Accumulation Period Length (in each case, as adjusted to give effect to any issuance of additional Notes in such Tranche and as further adjusted following any Excess Spread Early Redemption Cure in accordance with Section 4.01(c)).

“Accumulation Commencement Date” means, for each Tranche of Notes, (i) if the commencement of the Accumulation Period is not delayed in accordance with Section 4.02, (x) the Accumulation Commencement Date specified in the applicable Terms Document for such Tranche or (y) if no such date is specified, the first Business Day of the calendar month that is twelve (12) whole calendar months prior to the calendar month in which the Expected Maturity Date for such Tranche of Notes occurs and (ii) if the commencement of the Accumulation Period is delayed in accordance with Section 4.02, the Accumulation Commencement Date as so delayed, as determined by the Calculation Agent on behalf of the Issuer in accordance with Section 4.02.

“Accumulation Negative Spread” means, for any Tranche of Notes for any Distribution Date, the positive difference, if any, between

(a) the PFA Earnings Target for amounts on deposit in the Principal Funding Subaccount in connection with Targeted Principal Deposits other than Targeted Prefunding Deposits for such Tranche of Notes and

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(b) the product of

(x) the amount of income earned on all funds on deposit in the Principal Funding Subaccount for such Tranche (net of investment expenses and losses) for the period from and including the prior Distribution Date to but excluding such Distribution Date and

(y) a fraction, the numerator of which is the amount on deposit in such Principal Funding Subaccount in connection with Targeted Principal Deposits other than Targeted Prefunding Deposits and the denominator of which is the amount on deposit in such Principal Funding Subaccount in connection with Targeted Principal Deposits.

“Accumulation Period” means, for each Tranche of Notes, unless an Early Redemption Event or an Event of Default for such Tranche shall have occurred prior thereto or unless otherwise specified in the Terms Document for such Tranche, the period commencing on the Accumulation Commencement Date and ending on the earlier to occur of (x) the payment in full of the Outstanding Dollar Principal Amount of such Tranche or (y) the occurrence of an Early Redemption Event or an Event of Default for such Tranche; provided, however, that if an Excess Spread Early Redemption Cure has occurred with respect to any Excess Spread Early Redemption Event for such Tranche prior to the commencement of the Accumulation Period for such Tranche (and no other Early Redemption Event or Event of Default for such Tranche has occurred), the Accumulation Period for such Tranche shall be determined as if such Excess Spread Early Redemption Event had not occurred, and if the Accumulation Period has terminated in accordance with clause (y), the Accumulation Period for such Tranche shall resume and shall continue until the earlier to occur of (x) the payment in full of the Outstanding Dollar Principal Amount of such Tranche or (y) the occurrence of a subsequent Early Redemption Event or Event of Default.

“Accumulation Period Length” means, for any Tranche of Notes, (i) if the commencement of the Accumulation Period is not delayed in accordance with Section 4.02, either (x) the number of months specified in the applicable Terms Document for such Tranche or (y) if no such number is specified, twelve (12) months and (ii) if the commencement of the Accumulation Period is delayed in accordance with Section 4.02, the number of whole months from the first day of the Accumulation Period as so delayed to the first day of the calendar month in which the Expected Maturity Date for such Tranche is scheduled to occur.

“Accumulation Reserve Account” means the trust account designated as such and established pursuant to Section 5.01.

“Accumulation Reserve Shortfall Amount” means, for any Tranche of Notes, an amount determined in accordance with step (50) (Targeted Deposit to Accumulation Reserve Subaccounts from Series Finance Charge Amounts) of Section 3.01.

“Accumulation Reserve Subaccount” means any subaccount to the Accumulation Reserve Account established for a particular Tranche of Notes pursuant to Section 5.01.

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“Adjusted Outstanding Dollar Principal Amount” means at any time with respect to any Class or Tranche of Notes, the Outstanding Dollar Principal Amount of all Outstanding Notes of such Class or Tranche at such time, minus any funds on deposit in respect of principal in the Principal Funding Account or the related Principal Funding Subaccount, as applicable, for such Class or Tranche at such time for payment of principal to the Holders of such Class or Tranche of Notes or the applicable Derivative Counterparty pursuant to the related Terms Document.

“Aggregate Investor Interest” has the meaning set forth in the DCMT Pooling and Servicing Agreement (or other applicable Pooling and Servicing Agreement).

“Amortization Event” has the meaning set forth in the DCMT Pooling and Servicing Agreement (or other applicable Pooling and Servicing Agreement).

“Available Subordinated Amount” means, for any Tranche of Class A Notes, the Class A Available Subordinated Amount of Class B Notes, the Class A Available Subordinated Amount of Class C Notes or the Class A Available Subordinated Amount of Class D Notes, as applicable, for such Tranche; for any Tranche of Class B Notes, the Class B Available Subordinated Amount of Class C Notes or the Class B Available Subordinated Amount of Class D Notes, as applicable, for such Tranche; and for any Tranche of Class C Notes, the Class C Available Subordinated Amount of Class D Notes for such Tranche.

“Cash Flows” means the sequential allocation steps set forth in Section 3.01.

“Class A Accreted Discount” means, for any Tranche of Class A Discount Notes for any Distribution Date, unless otherwise specified in the applicable Terms Document, the amount of principal accreted on that Tranche of Class A Discount Notes in accordance with the Terms Document for such Tranche for the Monthly Principal Accretion Period ending on such Distribution Date (or, if applicable, ending after such Distribution Date but prior to the next Distribution Date).

“Class A Available Subordinated Amount of Class B Notes” means, for any Tranche of Class A Notes, on any Distribution Date, an amount equal to the Required Subordinated Amount of Class B Notes minus the Class A Usage of Class B Notes, each for such Tranche of Class A Notes on such Distribution Date, as adjusted in accordance with Section 3.02.

“Class A Available Subordinated Amount of Class C Notes” means, for any Tranche of Class A Notes, on any Distribution Date, an amount equal to the Required Subordinated Amount of Class C Notes minus the Class A Usage of Class C Notes, each for such Tranche of Class A Notes on such Distribution Date, as adjusted in accordance with Section 3.02.

“Class A Available Subordinated Amount of Class D Notes” means, for any Tranche of Class A Notes, on any Distribution Date, an amount equal to the Required Subordinated Amount of Class D Notes minus the Class A Usage of Class D Notes, each for such Tranche of Class A Notes on such Distribution Date, as adjusted in accordance with Section 3.02.

“Class A Interest” means, for any Tranche of Class A Notes for any Distribution Date, unless otherwise specified in the applicable Terms Document, the amount of interest accrued on the Outstanding Dollar Principal Amount of such Tranche, calculated at the Note Interest Rate

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and in accordance with the calculation basis specified in the Terms Document for such Tranche, for the Monthly Interest Accrual Period ending on such Distribution Date (or, if applicable, ending after such Distribution Date but prior to the next Distribution Date).

“Class A Interest Allocation” for any Distribution Date means the sum of the Class A Tranche Interest Allocations for all Tranches of Class A Notes.

“Class A Interest Allocation Shortfall” has the meaning set forth in step (4) (Class A Interest Allocation from Series Finance Charge Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Class A Nominal Liquidation Amount Deficit” means on any Distribution Date the sum of the Nominal Liquidation Amount Deficits for all Tranches of Class A Notes.

“Class A Note” means a DiscoverSeries Note specified in the applicable Terms Document as belonging to Class A.

“Class A Swap-Adjusted Interest” means, for any Distribution Date, unless otherwise specified in the applicable Terms Document, (i) in case of a Note that has a Performing Derivative Agreement for interest that provides for monthly payments to the applicable Derivative Counterparty, the amount required to be paid to the applicable Derivative Counterparty on such Distribution Date (or on the next payment date under that Derivative Agreement that is scheduled to occur prior to the next Distribution Date), and (ii) in case of a Note that has a Performing Derivative Agreement for interest that provides for payments less frequently than monthly to the applicable Derivative Counterparty, the amount required to be paid to the Derivative Counterparty, and allocable to the Monthly Interest Accrual Period ending on such Distribution Date (or, if applicable, ending after such Distribution Date but prior to the next Distribution Date), taking into account the applicable interest rate and day count convention under that Derivative Agreement, in each case, prior to netting against payments to be received from such Derivative Counterparty, if applicable.

“Class A Tranche Interest Allocation” for each Tranche of Class A Notes for any Distribution Date means (i) if such Notes are not subject to a Derivative Agreement and are not Discount Notes, the Class A Interest for such Tranche, (ii) if such Notes are subject to a Performing Derivative Agreement, the Class A Swap-Adjusted Interest for such Tranche, (iii) if such Notes are subject to a Non-Performing Derivative Agreement, the amount specified in the Terms Document for such Tranche, (iv) if such Notes are Discount Notes, the Class A Accreted Discount for such Tranche, or (v) any other amount specified in the Terms Document for any Tranche of Class A Notes as the “Class A Tranche Interest Allocation,” plus (a) any Interest Allocation Shortfall from the prior Distribution Date and (b) any additional amounts due under any applicable Derivative Agreement as a result of a payment shortfall under such Derivative Agreement in any prior month, in each case except to the extent the Terms Document for any Tranche of Class A Notes specifies that any amount described in clauses (i) through (iv) of this definition shall not be included in the Class A Interest Allocation for the DiscoverSeries. Following a Receivables Sale for any Tranche of Class A Notes, the Class A Tranche Interest Allocation for such Tranche shall be zero.

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“Class A Tranche Interest Allocation Shortfall” for each Tranche has the meaning set forth in step (4) (Class A Interest Allocation from Series Finance Charge Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Class A Tranche Prefunding Shortfall” for each Tranche has the meaning set forth in step (60) (Targeted Principal Deposits for Class A from Series Principal Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Class A Tranche Principal Shortfall” for each Tranche has the meaning set forth in step (60) (Targeted Principal Deposits for Class A from Series Principal Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Class A Usage of Class B Notes” means, with respect to any Tranche of Class A Notes, for any Distribution Date, an amount, not to exceed the Required Subordinated Amount of Class B Notes for such Tranche of Class A Notes, determined in accordance with Section 3.02.

“Class A Usage of Class C Notes” means, with respect to any Tranche of Class A Notes for any Distribution Date, an amount, not to exceed the Required Subordinated Amount of Class C Notes for such Tranche of Class A Notes, determined in accordance with Section 3.02.

“Class A Usage of Class D Notes” means, with respect to any Tranche of Class A Notes for any Distribution Date, an amount, not to exceed the Required Subordinated Amount of Class D Notes for such Tranche of Class A Notes, determined in accordance with Section 3.02.

“Class B Accreted Discount” means, for any Tranche of Class B Discount Notes for any Distribution Date, unless otherwise specified in the applicable Terms Document, the amount of principal accreted on that Tranche of Class B Discount Notes in accordance with the Terms Document for such Tranche for the Monthly Principal Accretion Period ending on such Distribution Date (or, if applicable, ending after such Distribution Date but prior to the next Distribution Date).

“Class B Available Subordinated Amount of Class C Notes” means, for any Tranche of Class B Notes, on any Distribution Date, an amount equal to the Required Subordinated Amount of Class C Notes minus the Class B Usage of Class C Notes, each for such Tranche of Class B Notes on such Distribution Date, as adjusted in accordance with Section 3.02.

“Class B Available Subordinated Amount of Class D Notes” means, for any Tranche of Class B Notes, on any Distribution Date, an amount equal to the Required Subordinated Amount of Class D Notes minus the Class B Usage of Class D Notes, each for such Tranche of Class B Notes on such Distribution Date, as adjusted in accordance with Section 3.02.

“Class B Interest” means, for any Tranche of Class B Notes for any Distribution Date, unless otherwise specified in the applicable Terms Document, the amount of interest accrued on the Outstanding Dollar Principal Amount of such Tranche, calculated at the Note Interest Rate and in accordance with the calculation basis specified in the Terms Document for such Tranche, for the Monthly Interest Accrual Period ending on such Distribution Date (or, if applicable, ending after such Distribution Date but prior to the next Distribution Date).

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“Class B Interest Allocation” for any Distribution Date means the sum of the Class B Tranche Interest Allocations for all Tranches of Class B Notes.

“Class B Interest Allocation Shortfall” has the meaning set forth in step (5) (Class B Interest Allocation from Series Finance Charge Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Class B Nominal Liquidation Amount Deficit” means on any Distribution Date the sum of the Nominal Liquidation Amount Deficits for all Tranches of Class B Notes.

“Class B Note” means a DiscoverSeries Note specified in the applicable Terms Document as belonging to Class B.

“Class B Principal Allocation” means, for any Due Period (or the related Distribution Date), an amount equal to the product of

(a) the Principal Amounts that are allocated to the DiscoverSeries in accordance with the Indenture for such Due Period and

(b) the percentage equivalent of a fraction, the numerator of which is the sum of the Principal Allocation Amounts for all Tranches of Class B Notes for such Due Period and the denominator of which is sum of the Principal Allocation Amounts for all Tranches of Notes for such Due Period.

“Class B Swap-Adjusted Interest” means, for any Distribution Date, unless otherwise specified in the applicable Terms Document, (i) in case of a Note that has a Performing Derivative Agreement for interest that provides for monthly payments to the applicable Derivative Counterparty, the amount required to be paid to the applicable Derivative Counterparty on such Distribution Date (or on the next payment date under that Derivative Agreement that is scheduled to occur prior to the next Distribution Date), and (ii) in case of a Note that has a Performing Derivative Agreement for interest that provides for payments less frequently than monthly to the applicable Derivative Counterparty, the amount required to be paid to the Derivative Counterparty, and allocable to the Monthly Interest Accrual Period ending on such Distribution Date (or, if applicable, ending after such Distribution Date but prior to the next Distribution Date), taking into account the applicable interest rate and day count convention under that Derivative Agreement, in each case, prior to netting against payments to be received from such Derivative Counterparty, if applicable.

“Class B Tranche Interest Allocation” for each Tranche of Class B Notes for any Distribution Date means (i) if such Notes are not subject to a Derivative Agreement and are not Discount Notes, the Class B Interest for such Tranche, (ii) if such Notes are subject to a Performing Derivative Agreement, the Class B Swap-Adjusted Interest for such Tranche, (iii) if such Notes are subject to a Non-Performing Derivative Agreement, the amount specified in the Terms Document for such Tranche, (iv) if such Notes are Discount Notes, the Class B Accreted Discount for such Tranche, or (v) any other amount specified in the Terms Document for any Tranche of Class B Notes as the “Class B Tranche Interest Allocation,” plus (a) any Interest Allocation Shortfall from the prior Distribution Date and (b) any additional amounts due under any applicable Derivative Agreement as a result of a payment shortfall under such Derivative

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Agreement in any prior month, in each case except to the extent the Terms Document for any Tranche of Class B Notes specifies that any amount described in clauses (i) through (iv) of this definition shall not be included in the Class B Interest Allocation for the DiscoverSeries. Following a Receivables Sale for any Tranche of Class B Notes, the Class B Tranche Interest Allocation for such Tranche shall be zero.

“Class B Tranche Interest Allocation Shortfall” for each Tranche has the meaning set forth in step (5) (Class B Interest Allocation from Series Finance Charge Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Class B Tranche Prefunding Shortfall” for each Tranche has the meaning set forth in step (61) (Targeted Principal Deposits for Class B from Series Principal Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Class B Tranche Principal Shortfall” for each Tranche has the meaning set forth in step (61) (Targeted Principal Deposits for Class B from Series Principal Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Class B Usage of Class C Notes” means, with respect to any Tranche of Class B Notes for any Distribution Date, an amount, not to exceed the Required Subordinated Amount of Class C Notes for such Tranche of Class B Notes, determined in accordance with Section 3.02.

“Class B Usage of Class D Notes” means, with respect to any Tranche of Class B Notes for any Distribution Date, an amount, not to exceed the Required Subordinated Amount of Class D Notes for such Tranche of Class B Notes, determined in accordance with Section 3.02.

“Class C Accreted Discount” means, for any Tranche of Class C Discount Notes for any Distribution Date, unless otherwise specified in the applicable Terms Document, the amount of principal accreted on that Tranche of Class C Discount Notes in accordance with the Terms Document for such Tranche for the Monthly Principal Accretion Period ending on such Distribution Date (or, if applicable, ending after such Distribution Date but prior to the next Distribution Date).

“Class C Available Subordinated Amount of Class D Notes” means, for any Tranche of Class C Notes, on any Distribution Date, an amount equal to the Required Subordinated Amount of Class D Notes minus the Class C Usage of Class D Notes, each for such Tranche of Class C Notes on such Distribution Date, as adjusted in accordance with Section 3.02.

“Class C Interest” means, for any Tranche of Class C Notes for any Distribution Date, unless otherwise specified in the applicable Terms Document, the amount of interest accrued on the Outstanding Dollar Principal Amount of such Tranche, calculated at the Note Interest Rate and in accordance with the calculation basis specified in the Terms Document for such Tranche, for the Monthly Interest Accrual Period ending on such Distribution Date (or, if applicable, ending after such Distribution Date but prior to the next Distribution Date).

“Class C Interest Allocation” for any Distribution Date means the sum of the Class C Tranche Interest Allocations for all Tranches of Class C Notes.

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“Class C Interest Allocation Shortfall” has the meaning set forth in step (6) (Class C Interest Allocation from Series Finance Charge Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Class C Nominal Liquidation Amount Deficit” means on any Distribution Date the sum of the Nominal Liquidation Amount Deficits for all Tranches of Class C Notes.

“Class C Note” means a DiscoverSeries Note specified in the applicable Terms Document as belonging to Class C.

“Class C Principal Allocation” means, for any Due Period (or the related Distribution Date), an amount equal to the product of

(a) the Principal Amounts that are allocated to the DiscoverSeries in accordance with the Indenture for such Due Period and

(b) the percentage equivalent of a fraction, the numerator of which is the sum of the Principal Allocation Amounts for all Tranches of Class C Notes for such Due Period and the denominator of which is sum of the Principal Allocation Amounts for all Tranches of Notes for such Due Period.

“Class C Reserve Account” means the trust account designated as such and established pursuant to Section 5.01.

“Class C Reserve Account Percentage” for each Tranche of Class C Notes has the meaning set forth in the Terms Document for such Tranche.

“Class C Reserve Shortfall Amount” means, for each Tranche of Class C Notes, an amount determined in accordance with step (53) (Targeted Deposit to Class C Reserve Subaccounts from Series Finance Charge Amounts) of Section 3.01.

“Class C Reserve Subaccount” means any subaccount to the Class C Reserve Account established for a particular Tranche of Notes pursuant to Section 5.01.

“Class C Swap-Adjusted Interest” means, for any Distribution Date, unless otherwise specified in the applicable Terms Document, (i) in case of a Note that has a Performing Derivative Agreement for interest that provides for monthly payments to the applicable Derivative Counterparty, the amount required to be paid to the applicable Derivative Counterparty on such Distribution Date (or on the next payment date under that Derivative Agreement that is scheduled to occur prior to the next Distribution Date), and (ii) in case of a Note that has a Performing Derivative Agreement for interest that provides for payments less frequently than monthly to the applicable Derivative Counterparty, the amount required to be paid to the Derivative Counterparty, and allocable to the Monthly Interest Accrual Period ending on such Distribution Date (or, if applicable, ending after such Distribution Date but prior to the next Distribution Date), taking into account the applicable interest rate and day count convention under that Derivative Agreement, in each case, prior to netting against payments to be received from such Derivative Counterparty, if applicable.

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“Class C Tranche Interest Allocation” for each Tranche of Class C Notes for any Distribution Date means (i) if such Notes are not subject to a Derivative Agreement and are not Discount Notes, the Class C Interest for such Tranche, (ii) if such Notes are subject to a Performing Derivative Agreement, the Class C Swap-Adjusted Interest for such Tranche, (iii) if such Notes are subject to a Non-Performing Derivative Agreement, the amount specified in the Terms Document for such Tranche, (iv) if such Notes are Discount Notes, the Class C Accreted Discount for such Tranche, or (v) any other amount specified in the Terms Document for any Tranche of Class C Notes as the “Class C Tranche Interest Allocation,” plus (a) any Interest Allocation Shortfall from the prior Distribution Date and (b) any additional amounts due under any applicable Derivative Agreement as a result of a payment shortfall under such Derivative Agreement in any prior month, in each case except to the extent the Terms Document for any Tranche of Class C Notes specifies that any amount described in clauses (i) through (iv) of this definition shall not be included in the Class C Interest Allocation for the DiscoverSeries. Following a Receivables Sale for any Tranche of Class C Notes, the Class C Tranche Interest Allocation for such Tranche shall be zero.

“Class C Tranche Interest Allocation Shortfall” for each Tranche has the meaning given to it in step (6) (Class C Interest Allocation from Series Finance Charge Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Class C Tranche Prefunding Shortfall” for each Tranche has the meaning set forth in step (62) (Targeted Principal Deposits for Class C from Series Principal Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Class C Tranche Principal Shortfall” for each Tranche has the meaning set forth in step (62) (Targeted Principal Deposits for Class C from Series Principal Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Class C Usage of Class D Notes” means, with respect to any Tranche of Class C Notes for any Distribution Date, an amount not to exceed the Required Subordinated Amount of Class D Notes for such Tranche of Class C Notes, determined in accordance with Section 3.02.

“Class D Accreted Discount” means, for any Tranche of Class D Discount Notes for any Distribution Date, unless otherwise specified in the applicable Terms Document, the amount of principal accreted on that Tranche of Class D Discount Notes in accordance with the Terms Document for such Tranche for the Monthly Principal Accretion Period ending on such Distribution Date (or, if applicable, ending after such Distribution Date but prior to the next Distribution Date).

“Class D Interest” means, for any Tranche of Class D Notes for any Distribution Date, unless otherwise specified in the applicable Terms Document, the amount of interest accrued on the Outstanding Dollar Principal Amount of such Tranche, calculated at the Note Interest Rate and in accordance with the calculation basis specified in the Terms Document for such Tranche, for the Monthly Interest Accrual Period ending on such Distribution Date (or, if applicable, ending after such Distribution Date but prior to the next Distribution Date).

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“Class D Interest Allocation” for any Distribution Date means the sum of the Class D Tranche Interest Allocations for all Tranches of Class D Notes.

“Class D Interest Allocation Shortfall” has the meaning set forth in step (8) (Class D Interest Allocation from Series Finance Charge Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Class D Nominal Liquidation Amount Deficit” means on any Distribution Date the sum of the Nominal Liquidation Amount Deficits for all Tranches of Class D Notes.

“Class D Note” means a DiscoverSeries Note specified in the applicable Terms Document as belonging to Class D.

“Class D Principal Allocation” means, for any Due Period (or the related Distribution Date), an amount equal to the product of

(a) the Principal Amounts that are allocated to the DiscoverSeries in accordance with the Indenture for such Due Period, and

(b) the percentage equivalent of a fraction, the numerator of which is the sum of the Principal Allocation Amounts for all Tranches of Class D Notes for such Due Period and the denominator of which is sum of the Principal Allocation Amounts for all Tranches of Notes for such Due Period.

“Class D Reserve Account” means the trust account designated as such and established pursuant to Section 5.01.

“Class D Reserve Account Percentage” for each Tranche of Class D Notes has the meaning set forth in the Terms Document for such Tranche.

“Class D Reserve Subaccount” means any subaccount to the Class D Reserve Account established for a particular Tranche of Notes pursuant to Section 5.01.

“Class D Swap-Adjusted Interest” means, for any Distribution Date, unless otherwise specified in the applicable Terms Document, (i) in case of a Note that has a Performing Derivative Agreement for interest that provides for monthly payments to the applicable Derivative Counterparty, the amount required to be paid to the applicable Derivative Counterparty on such Distribution Date (or on the next payment date under that Derivative Agreement that is scheduled to occur prior to the next Distribution Date), and (ii) in case of a Note that has a Performing Derivative Agreement for interest that provides for payments less frequently than monthly to the applicable Derivative Counterparty, the amount required to be paid to the Derivative Counterparty, and allocable to the Monthly Interest Accrual Period ending on such Distribution Date (or, if applicable, ending after such Distribution Date but prior to the next Distribution Date), taking into account the applicable interest rate and day count convention under that Derivative Agreement, in each case, prior to netting against payments to be received from such Derivative Counterparty, if applicable.

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“Class D Tranche Interest Allocation” for each Tranche of Class D Notes for any Distribution Date means (i) if such Notes are not subject to a Derivative Agreement and are not Discount Notes, the Class D Interest for such Tranche, (ii) if such Notes are subject to a Performing Derivative Agreement, the Class D Swap-Adjusted Interest for such Tranche, (iii) if such Notes are subject to a Non-Performing Derivative Agreement, the amount specified in the Terms Document for such Tranche, (iv) if such Notes are Discount Notes, the Class D Accreted Discount for such Tranche, or (v) any other amount specified in the Terms Document for any Tranche of Class D Notes as the “Class D Tranche Interest Allocation,” plus (a) any Interest Allocation Shortfall from the prior Distribution Date and (b) any additional amounts due under any applicable Derivative Agreement as a result of a payment shortfall under such Derivative Agreement in any prior month, in each case except to the extent the Terms Document for any Tranche of Class D Notes specifies that any amount described in clauses (i) through (iv) of this definition shall not be included in the Class D Interest Allocation for the DiscoverSeries. Following a Receivables Sale for any Tranche of Class D Notes, the Class D Tranche Interest Allocation for such Tranche shall be zero.

“Class D Tranche Interest Allocation Shortfall” for each Tranche has the meaning set forth in step (8) (Class D Interest Allocation from Series Finance Charge Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Class D Tranche Principal Shortfall” for each Tranche has the meaning set forth in step (63) (Targeted Principal Deposits for Class D from Series Principal Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Collections Account” for any Master Trust has the meaning set forth in the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate.

“Cumulative Class C Reserve Reimbursement Amount” means, on any Distribution Date, an amount determined in accordance with clause (j) of step (1) (Initial Calculation of Required Subordinated Amounts, Available Subordinated Amounts and Usage) of Section 3.02, as adjusted in accordance with Sections 3.01 and 3.02.

“Cumulative Class D Reserve Reimbursement Amount” means, on any Distribution Date, an amount determined in accordance with clause (k) of step (1) (Initial Calculation of Required Subordinated Amounts, Available Subordinated Amounts and Usage) of Section 3.02, as adjusted in accordance with Section 3.01 and 3.02.

“DCMT Group One Finance Charge Collections Reallocation Account” means the Group Finance Charge Collections Reallocation Account as defined in Section 8 of the Series 2007-CC Supplement.

“DCMT Group One Interchange Reallocation Account” means the Group Interchange Reallocation Account as defined in Section 8 of the Series 2007-CC Supplement.

“DCMT Group One Principal Collections Reallocation Account” means the Group Principal Collections Reallocation Account as defined in Section 8 of the Series 2007-CC Supplement.

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“Determinant Class” has the meaning set forth in Section 4.03(b).

“De Minimis Threshold” means any condition or set of conditions, including any maximum Initial Dollar Principal Amount of Notes, or any maximum period of time since the last issuance of Notes in which all of the conditions of Section 310 of the Indenture have been satisfied, for which the applicable Note Rating Agencies agree that an issuance that does not exceed such maximum does not require compliance with the conditions of Section 310 of the Indenture.

“Discount Note” means a Note issued with an Initial Dollar Principal Amount that is less than its Stated Principal Amount, including without limitation a Note that provides for an amount less than the Stated Principal Amount (but not less than the Initial Dollar Principal Amount) thereof to be due and payable upon the occurrence of an Early Redemption Event with respect to such Note or an Event of Default and the acceleration of such Note, in each case before the Expected Maturity Date of the applicable Note.

“DiscoverSeries” means the Series of Notes established pursuant to this Indenture Supplement.

“DiscoverSeries Collections Account” means the trust account designated as such and established pursuant to Section 5.01.

“DiscoverSeries Note” means any Note issued pursuant to Section 2.01 of this Indenture Supplement and a related Terms Document.

“Distribution Date” means the 15^th day of each calendar month (or, if such day is not a Business Day, the next succeeding Business Day) commencing in August 2007.

“Early Redemption Event” has the meaning set forth in the Indenture and Section 4.01 of this Indenture Supplement.

“Event of Default” has the meaning set forth in the Indenture.

“Excess Spread Amount” means, for the DiscoverSeries for any Distribution Date, the difference, whether positive or negative, between

(a) the sum of

(i) the amount of Finance Charge Amounts allocated to the DiscoverSeries pursuant to Section 502(a) of the Indenture for the related Due Period,

(ii) any amounts to be treated as Series Finance Charge Amounts and designated to be a part of the Excess Spread Amount pursuant to any Terms Document, for such Distribution Date or the related Due Period, as applicable,

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(iii) an amount equal to income earned on all funds on deposit in the Principal Funding Account (including all subaccounts of such account) (net of investment expenses and losses) for the period from and including the prior Distribution Date to but excluding such Distribution Date and

(iv) any amounts to be treated as Series Finance Charge Amounts pursuant to step (3) (Withdrawal from Accumulation Reserve Subaccounts to Cover Accumulation Negative Spread on Principal Funding Subaccounts) of Section 3.01 for such Distribution Date, and

(b) the sum of

(i) the sum of the Class A Tranche Interest Allocations for all Tranches of Class A Notes, the Class B Tranche Interest Allocations for all Tranches of Class B Notes, the Class C Tranche Interest Allocations for all Tranches of Class C Notes and the Class D Tranche Interest Allocations for all Tranches of Class D Notes, minus, in each case any Interest Allocation Shortfall or additional amounts due under any applicable Derivative Agreement as set forth in clauses (a) and (b) of each such definition, in each case for such Distribution Date,

(ii) the Servicing Fee that is allocated to the DiscoverSeries in accordance with Section 504(b) of the Indenture for the related Due Period and

(iii) the Series Charge-offs for the related Due Period.

“Excess Spread Early Redemption Cure” has the meaning set forth in Section 4.01.

“Excess Spread Early Redemption Event” has the meaning set forth in Section 4.01.

“Excess Spread Percentage” for each Tranche of Notes for any Distribution Date means a fraction, the numerator of which is the Excess Spread Amount for such Distribution Date multiplied by 12 and the denominator of which is the sum of the Nominal Liquidation Amounts of all Tranches of DiscoverSeries Notes.

“Eligible Deposit Account” has the meaning set forth in the Indenture.

“Group Excess Spread” has the meaning set forth in the Series 2007-CC Supplement.

“Governmental Authority” means any governmental department, commission, board, bureau, agency, court or other instrumentality of any nation, state, province, territory, commonwealth, municipality or other political subdivision thereof having jurisdiction over the Person in question.

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“Indenture” means the Amended and Restated Indenture dated as of [            ], 20[    ] between the Issuer and Indenture Trustee.

“Initial Dollar Principal Amount” means (a) unless otherwise specified in the applicable Terms Document, with respect to a Class or Tranche of Dollar Notes other than Discount Notes, the aggregate initial principal amount of the Outstanding Notes of such Class or Tranche, and (b) with respect to a Class or Tranche of Discount Notes or Foreign Currency Notes, the amount specified in the applicable Terms Document as the Initial Dollar Principal Amount thereof.

“Interchange Series” has the meaning set forth in the Series 2007-CC Supplement.

“Interchange Subgroup Excess Spread” has the meaning set forth in the Series 2007-CC Supplement.

“Interest Accrual Period” for any Class or Tranche of Notes has the meaning set forth in the applicable Terms Document.

“Interest Allocation Shortfall” means, with respect to any Tranche of Notes for any Distribution Date, the amount of any Class A Tranche Interest Allocation Shortfall, any Class B Tranche Interest Allocation Shortfall, any Class C Tranche Interest Allocation Shortfall or any Class D Tranche Interest Allocation Shortfall that remains unpaid with respect to such Tranche from any prior Distribution Date after all allocations under the Cash Flows in Section 3.01 on such prior Distribution Date, together with interest thereon calculated at the Note Interest Rate and in accordance with the calculation basis specified in the Terms Document for such Tranche.

“Interest Funding Account” means the trust account designated as such and established pursuant to Section 5.01.

“Interest Funding Subaccount” means any subaccount to the Interest Funding Account established for a particular Tranche of Notes pursuant to Section 5.01.

“Interest Payment Date” for any Class or Tranche of Notes has the meaning set forth in the applicable Terms Document.

“Issuance Date” for each Tranche of Notes has the meaning set forth in the Terms Document for such Tranche.

“Issuer Accounts” means, collectively, the DiscoverSeries Collections Account, the Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account, the Class C Reserve Account, the Class D Reserve Account, any other account established in accordance with any Terms Document and designated as an “Issuer Account,” and any Subaccounts of such accounts.

“Legal Maturity Date” for each Tranche of Notes has the meaning set forth in the Terms Document for such Tranche.

“Master Trust” has the meaning set forth in the Indenture.

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“Maximum Delinquency Percentage” means, with respect to any Class or Tranche of Notes, [    ]% or such other amount as specified in the applicable Terms Document for any Tranche.

“Minimum Principal Receivables Balance,” with respect to the DCMT, has the meaning set forth in the DCMT Pooling and Servicing Agreement.

“Monthly Interest Accrual Date” means, with respect to any Class or Tranche of Notes:

(a) each Interest Payment Date for such Class or Tranche, or such other date as specified in the applicable Terms Document for such Tranche (including, if applicable, any payment date under any Derivative Agreement for such Class or Tranche), and

(b) for any calendar month in which no Interest Payment Date (or other specified date) for such Class or Tranche occurs, the date in such calendar month corresponding numerically to the next Interest Payment Date (or other specified date) for such Class or Tranche of Notes; provided, however, that

(i) for the calendar month in which a Class or Tranche of Notes is issued, the Issuance Date for such Class or Tranche will be the first Monthly Interest Accrual Date for such Class or Tranche of Notes,

(ii) any date on which proceeds from a Receivables Sale following an Event of Default and acceleration of any Tranche of Notes are deposited into the Interest Funding Subaccount for such Notes will be the last Monthly Interest Accrual Date for such Tranche,

(iii) if there is no such numerically corresponding date in such calendar month, then the Monthly Interest Accrual Date will be the last Business Day of such calendar month, and

(iv) if such numerically corresponding date in such calendar month is not a Business Day, then the Monthly Interest Accrual Date will be the following Business Day (unless such Business Day would fall in the following calendar month, in which case the Monthly Interest Accrual Date will be the last Business Day of such current month).

“Monthly Interest Accrual Period” shall mean, with respect to any Class or Tranche of Notes, the period from and including any Monthly Interest Accrual Date to but excluding the next succeeding Monthly Interest Accrual Date.

“Monthly Principal Accretion Date” means, with respect to any Class or Tranche of Discount Notes, unless otherwise specified in the applicable Terms Document:

(a) for any calendar month in which an Expected Maturity Date for such Class or Tranche occurs, such Expected Maturity Date, except as otherwise specified in the applicable Terms Document for such Tranche, and

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(b) for any calendar month in which no Expected Maturity Date for such Class or Tranche occurs, the date in such calendar month corresponding numerically to the Expected Maturity Date for such Tranche, or as otherwise specified in the applicable Terms Document, for such Tranche; provided, however, that:

(i) for the calendar month in which a Class or Tranche of Notes is issued, the Issuance Date for such Class or Tranche will be the first Monthly Principal Accretion Date for such Class or Tranche of Notes,

(ii) any date on which proceeds from a Receivables Sale following an Event of Default and acceleration of any Tranche of Notes are deposited into the Interest Funding Subaccount for such Notes will be the last Monthly Principal Accretion Date for such Tranche,

(iii) if there is no numerically corresponding date in such calendar month, then the Monthly Principal Accretion Date will be the last Business Day of such calendar month, and

(iv) if such numerically corresponding date in such calendar month is not a Business Day, the Monthly Principal Accretion Date will be the following Business Day (unless such Business Day would fall in the following month in which case the Monthly Principal Accretion Date will be the last Business Day of such earlier calendar month).

“Monthly Principal Accretion Period” means, with respect to any Class or Tranche of Discount Notes, the period from and including any Monthly Principal Accretion Date to but excluding the next succeeding Monthly Principal Accretion Date.

“Nominal Liquidation Amount” means, with respect to any Tranche of Notes:

(a) on the Issuance Date thereof, the Initial Dollar Principal Amount of such Tranche;

(b) on any Distribution Date thereafter such amount as increased or decreased pursuant to Section 3.01;

(c) on any date, other than a Distribution Date, on which Prefunding Excess Amount are withdrawn from the applicable Principal Funding Subaccount pursuant to Section 4.04, the Nominal Liquidation Amount as of the beginning of such date plus the Prefunding Excess Amount so withdrawn; and

(d) on and after the date of a Receivables Sale for such Tranche, zero.

“Nominal Liquidation Amount Deficit” means, with respect to any Tranche of Notes, (i) on the Issuance Date thereof, zero, (ii) on any Distribution Date thereafter (except as set forth in subclause (iii)), the excess of the Adjusted Outstanding Dollar Principal Amount of that Tranche over the Nominal Liquidation Amount of that Tranche, as adjusted pursuant to Section 3.01, and (iii) on and after the date of a Receivables Sale for such Tranche, zero.

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“Note Interest Rate” with respect to any Class or Tranche of Notes has the meaning set forth in the applicable Terms Document.

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

(a) with respect to any Class or Tranche of Notes (other than Discount Notes), the aggregate Initial Dollar Principal Amount of the Outstanding Notes of such 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 Class or Tranche of Notes for payment of principal to the Holders of such Class or Tranche of Notes or the applicable Derivative Counterparty pursuant to this Indenture Supplement or the related Terms Documents 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 Class or Tranche of Notes, or

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

“Performing” means, with respect to any Derivative Agreement, that no payment default or repudiation of performance by a Derivative Counterparty has occurred, and such Derivative Agreement has not been terminated.

“PFA Earnings Target” means, for any Distribution Date, with respect to any amount on deposit in a Principal Funding Subaccount (before giving effect to any deposits to be made on such date) for a Tranche of Notes, the Dollar amount of interest that would have accrued on such deposit (or portion thereof) for the period from and including the preceding Distribution Date to but excluding such Distribution Date if it had borne interest at the following rates:

(a) in the case of a Tranche of Dollar Interest-bearing Notes with no Derivative Agreement for interest, the Note Interest Rate applicable to that Tranche;

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(b) in the case of a Tranche of Discount Notes, the rate of accretion (converted to an accrual rate) of that Tranche as specified in or determined in accordance with the applicable Terms Document;

(c) in the case of a Tranche of Notes with a Performing Derivative Agreement for interest, the rate at which payments by the Issuer to the applicable Derivative Counterparty accrue (prior to the netting of such payments, if applicable);

(d) in the case of a Tranche of Notes with a non-Performing Derivative Agreement for interest, the rate specified in the related Terms Document; or

(e) any other applicable rate specified in the related Terms Document for such Tranche.

“Pooling and Servicing Agreement” has the meaning set forth in the Indenture. “Prefunding Class” has the meaning set forth in Section 4.03(a).

“Prefunding Excess Amount” for any Tranche of Notes shall have the meaning set forth in Section 4.04.

“Prefunding Negative Spread” means, for any Tranche of Notes for any Distribution Date, the positive difference, if any, between

(a) the PFA Earnings Target for amounts on deposit in the Principal Funding Subaccount in connection with Targeted Prefunding Deposits for such Tranche of Notes and

(b) the product of

(x) the amount of income earned on all funds on deposit in the Principal Funding Subaccount for such Tranche (net of investment expenses and losses) for the period from and including the prior Distribution Date to but excluding such Distribution Date and

(y) a fraction, the numerator of which is the amount on deposit in such Principal Funding Subaccount in connection with Targeted Prefunding Deposits and the denominator of which is the amount on deposit in such Principal Funding Subaccount in connection with Targeted Principal Deposits.

“Prefunding Tranche” has the meaning set forth in Section 4.03(c).

“Principal Funding Account” means the trust account designated as such and established pursuant to Section 5.01.

“Principal Funding Subaccount” means any subaccount to the Principal Funding Account established for a particular Tranche of Notes pursuant to Section 5.01.

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“Reallocated Finance Charge Amounts” has the meaning set forth in step (10) (Allocation from the DCMT Group One Interchange Reallocation Account) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Reallocated Principal Amounts” has the meaning set forth in step (64) (Allocation from the DCMT Group One Principal Collections Reallocation Account for Principal Shortfalls other than Prefunding Shortfalls) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Receivables Sale” means, for any Tranche of Notes, each sale of Receivables by each Master Trust with respect to such Tranche pursuant to Section 4.05 and pursuant to Section 12(b) of the Series 2007-CC Supplement or a comparable provision of any other applicable agreement relating to any Additional Collateral Certificate.

“Receivables Sale Proceeds” means, for any Tranche of Notes, the net proceeds of a Receivables Sale. Receivables Sale Proceeds do not constitute Series Principal Amounts.

“Required Excess Spread Amount” means with respect to any Distribution Date for any Tranche of Notes, zero, unless otherwise specified in the applicable Terms Document for such Tranche.

“Required Subordinated Amount” means, with respect to any Tranche of Class A Notes, the Required Subordinated Amount of Class B Notes, the Required Subordinated Amount of Class C Notes or the Required Subordinated Amount of Class D Notes, as applicable, for such Tranche; with respect to any Tranche of Class B Notes, the Required Subordinated Amount of Class C Notes or the Required Subordinated Amount of Class D Notes, as applicable, for such Tranche; and with respect to any Tranche of Class C Notes, the Required Subordinated Amount of Class D Notes for such Tranche.

“Required Subordinated Amount of Class B Notes” means, for any Tranche of Class A Notes, the amount determined in accordance with the Terms Document for such Tranche.

“Required Subordinated Amount of Class C Notes” means, for any Tranche of Class A Notes or Class B Notes, the amount determined in accordance with the Terms Document for such Tranche.

“Required Subordinated Amount of Class D Notes” means, for any Tranche of Class A Notes, Class B Notes or Class C Notes, the amount determined in accordance with the Terms Document for such Tranche.

“Required Subordinated Amount Shortfall” has the meaning set forth in Section 4.03.

“Required Subordinated Percentage of Class B Notes” means, for any Tranche of Class A Notes, the Required Subordinated Percentage of Class B Notes specified in the Terms Document for such Tranche.

“Required Subordinated Percentage of Class C Notes” means, for any Tranche of Class A Notes, the Required Subordinated Percentage of Class C Notes set forth in the Terms

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Document for such Tranche, and for any Tranche of Class B Notes, the Required Subordinated Percentage of Class C Notes (Unencumbered) specified in the Terms Document for such Tranche.

“Required Subordinated Percentage of Class D Notes” means, for any Tranche of Class A Notes, the Required Subordinated Percentage of Class D Notes set forth in the Terms Document for such Tranche, and for any Tranche of Class B Notes or Class C Notes, the Required Subordinated Percentage of Class D Notes (Unencumbered) specified in the Terms Document for such Tranche; provided, however, that if the Required Subordinated Percentage of Class D Notes or the Required Subordinated Percentage of Class D Notes (Unencumbered), as applicable, is not set forth in the Terms Document for any Tranche, such percentage shall be deemed to be zero.

“Reserve Account Funding Shortfall” means, for any Tranche of Notes, an amount determined in accordance with step (53A) (Allocation from the DCMT Group One Finance Charge Collections Reallocation Account) of Section 3.01.

“Senior Class” means (a) with respect to the Class B Notes, the Class A Notes, (b) with respect to the Class C Notes, the Class A Notes or Class B Notes and (c) with respect to the Class D Notes, the Class A Notes, Class B Notes or Class C Notes.

“Series Charge-offs” means, with respect to any Due Period, the amount of Charge-offs for such Due Period that are allocated to the DiscoverSeries in accordance with Section 502(b) of the Indenture.

“Series Finance Charge Amounts” means, with respect to any Due Period, the sum of (a) the Finance Charge Amounts that are allocated to the DiscoverSeries in accordance with Section 502(a) of the Indenture, (b) any amounts to be treated as Series Finance Charge Amounts pursuant to any Terms Document and (c) any amounts to be treated as Series Finance Charge Amounts pursuant to

• step (2) (Withdrawal of Income on Accounts),

• step (3) (Withdrawal from Accumulation Reserve Subaccounts to Cover Accumulation Negative Spread on Principal Funding Subaccounts),

• step (49) (Withdrawal of Excess Deposits from Accumulation Reserve Subaccounts for use as Series Finance Charge Amounts),

• step (51) (Withdrawal of Excess Deposits from Class C Reserve Subaccounts for use as Series Finance Charge Amounts) and

• step (52) (Withdrawal of Excess Deposits from Class D Reserve Subaccounts for use as Series Finance Charge Amounts) of Section 3.01 (but in each case in this clause (c), only with respect to allocations made after the step in which such funds are designated as Series Finance Charge Amounts).

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“Series Investor Interest” with respect to any series of Master Trust certificates issued by the DCMT has the meaning set forth in the DCMT Pooling and Servicing Agreement.

“Series Principal Amounts” means, with respect to any Due Period, the sum of (a) the Principal Amounts that are allocated to the DiscoverSeries in accordance with Section 503 of the Indenture, (b) any amounts to be treated as Series Principal Amounts pursuant to any Terms Document (including, without limitation, any amounts paid with respect to any Note under any Derivative Agreement that are designated as Series Principal Amounts under the applicable Terms Document), and (c) any amounts to be treated as Series Principal Amounts pursuant to

• step (16) (Current Charge-offs from Series Finance Charge Amounts),

• step (17) (Reimbursement of Class A Nominal Liquidation Amount Deficit from Series Finance Charge Amounts),

• step (18) (Reimbursement of Class B Nominal Liquidation Amount Deficit from Series Finance Charge Amounts),

• step (19) (Reimbursement of Class C Nominal Liquidation Amount Deficit from Series Finance Charge Amounts),

• step (20) (Reimbursement of Class D Nominal Liquidation Amount Deficit from Series Finance Charge Amounts),

• step (23) (Unreimbursed Current Charge-offs from Reallocated Finance Charge Amounts),

• step (24) (Reimbursement of Class A Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts),

• step (25) (Reimbursement of Class B Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts),

• step (26) (Reimbursement of Class C Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts),

• step (27) (Reimbursement of Class D Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts),

• step (59) (Withdrawal of Prefunding Excess Amounts for use as Series Principal Amounts),

• step (73) (Reimbursement of Class C Nominal Liquidation Amount Deficit from Class C Reserve Subaccounts) and

• step (74) (Reimbursement of Class D Nominal Liquidation Amount Deficit from Class D Reserve Subaccounts) of Section 3.01 (but in

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the case of this clause (c), only with respect to allocations made after the step in which such funds are designated as Series Principal Amounts).

“Series Repurchase Event” has the meaning set forth in the DCMT Pooling and Servicing Agreement (or other applicable Pooling and Servicing Agreement).

“Series Servicing Fees” mean, with respect to any Due Period, the Servicing Fee that is allocated to the DiscoverSeries in accordance with Section 504 of the Indenture, plus any Series Servicing Fee Shortfall from the prior Distribution Date.

“Series Servicing Fee Shortfall” has the meaning set forth in step (7) (Series Servicing Fees from Series Finance Charge Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Stated Principal Amount,” with respect to any Note, has the meaning set forth in the related Terms Document.

“Subordinated Class” means (a) with respect to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, (b) with respect to the Class B Notes, the Class C Notes and the Class D Notes, and (c) with respect to the Class C Notes, the Class D Notes.

“Subordination Waterfall” means the sequential adjustment steps relating to Usage and Available Subordinated Amounts set forth in Section 3.02.

“Targeted Accumulation Reserve Subaccount Deposit” for any Tranche of Notes has the meaning set forth in the applicable Terms Document.

“Targeted Cumulative Class C Reserve Deposit” for each Tranche of Class C Notes means, with respect to any Due Period, unless otherwise specified in the Terms Document for such Tranche, the product of

(a) the Class C Reserve Account Percentage for such Tranche for such Due Period,

(b) the sum of the Adjusted Outstanding Dollar Principal Amounts of all Tranches of Outstanding DiscoverSeries Notes (other than any Tranche of Outstanding Class D Notes), plus the amount of funds on deposit in the Principal Funding Subaccounts for all Tranches of Outstanding DiscoverSeries Notes in connection with Targeted Prefunding Deposits (after giving effect to any application of such deposits to Targeted Principal Deposits in accordance with Section 4.04(a)), in each case as of the last day of the preceding Due Period, and

(c) a fraction, the numerator of which is the Nominal Liquidation Amount of such Tranche and the denominator of which is the Nominal Liquidation Amount of all Tranches of Class C Notes, in each case, as of the close of business on the last day of the preceding Due Period; provided, however, that for any Tranche of Class C Notes for which an Event of Default or an Early Redemption Event has occurred and is

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continuing (other than an Excess Spread Early Redemption Event for which an Excess Spread Early Redemption Cure has occurred), the Targeted Cumulative Class C Reserve Deposit for such Tranche shall be, unless otherwise specified in the Terms Document for such Tranche, the product of (a), (b) and (c) above on the date on which such event shall have occurred (after giving effect to any change in the Class C Reserve Account Percentage due to occurrence of such Event of Default or Early Redemption Event).

“Targeted Cumulative Class D Reserve Deposit” for each Tranche of Class D Notes means, with respect to any Due Period, unless otherwise specified in the Terms Document for such Tranche, the product of

(a) the Class D Reserve Account Percentage for such Tranche for such Due Period,

(b) the sum of the Adjusted Outstanding Dollar Principal Amounts of all Tranches of DiscoverSeries Outstanding Notes, plus the amount of funds on deposit in the Principal Funding Subaccounts for all Tranches of Outstanding DiscoverSeries Notes in connection with Targeted Prefunding Deposits (after giving effect to any application of such deposits to Targeted Principal Deposits in accordance with Section 4.04(a)), in each case as of the last day of the preceding Due Period and

(c) a fraction, the numerator of which is the Nominal Liquidation Amount of such Tranche and the denominator of which is the Nominal Liquidation Amount of all Tranches of Class D Notes, in each case, as of the close of business on the last day of the preceding Due Period. provided, however, that for any Tranche of Class D Notes for which an Event of Default or an Early Redemption Event has occurred and is continuing (other than an Excess Spread Early Redemption Event for which an Excess Spread Early Redemption Cure has occurred), the Targeted Cumulative Class D Reserve Deposit for such Tranche shall be, unless otherwise specified in the Terms Document for such Tranche, the product of (a), (b) and (c) above on the date on which such event shall have occurred (after giving effect to any change in the Class D Reserve Account Percentage due to occurrence of such Event of Default or Early Redemption Event).

“Targeted Prefunding Deposit” has the meaning set forth in Section 4.03.

“Targeted Principal Deposit” means, for any Distribution Date, (i) for any Tranche of Notes for which a Receivables Sale has occurred, zero, and (ii) for any other Tranche of Notes, the amount determined pursuant to clauses (a), (b), (c) or (d) below with respect to such Tranche for such Distribution Date, as applicable, or if more than one such clause is applicable, the highest amount determined pursuant to any one of such clauses, plus the Targeted Prefunding Deposit for such Tranche, as determined in accordance with Section 4.03.

(a) Deposits for Principal Payment Dates. For any Tranche that does not have an Accumulation Period, for any Distribution Date that is a Principal Payment Date for such Tranche,

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(x)	(i)	the amount scheduled to be paid on such Principal Payment Date as specified in the related Terms Document, plus
	(ii)	any Targeted Principal Deposit that was scheduled to be paid or deposited on any previous Principal Payment Date that was not so paid or deposited, minus
(y)	the amount on deposit in the Principal Funding Subaccount for such Tranche that was applied to the amount in clause (x) in accordance with Section 4.04(a),

(b) Deposits for Accumulation Periods. For any Tranche in its Accumulation Period, beginning with the Accumulation Commencement Date for such Tranche

(x)	(i)	the Accumulation Amount for such Tranche, plus
	(ii)	any Accumulation Amount that was scheduled to be deposited on any previous Distribution Date in the Accumulation Period that was not so deposited, minus
(y)	the amount on deposit in the Principal Funding Subaccount for such Tranche that was applied to the amount in clause (x) in accordance with Section 4.04(a),

(c) Deposits for Accelerated Tranche. For any Tranche that has been accelerated after the occurrence of an Event of Default, or if an Early Redemption Event with respect to such Tranche has occurred (other than an Excess Spread Early Redemption Event for which an Excess Spread Early Redemption Cure has occurred), with respect to each Distribution Date following the Due Period in which such Event of Default or Early Redemption Event has occurred, the Nominal Liquidation Amount of such Tranche as of the first day of the preceding Due Period, or

(d) Derivative Payments. For any Tranche that has a Performing or non-Performing Derivative Agreement for principal that provides for a payment to the applicable Derivative Counterparty,

(x)	(i)	the amount specified in the related Terms Document as the amount to be deposited on the applicable Distribution Date with respect to any payment to the Derivative Counterparty, plus
	(ii)	any amount that was scheduled to be deposited on any previous Distribution Date that was not so deposited, minus
(y)	the amount on deposit in the Principal Funding Subaccount for such Tranche that was applied to the amount in clause (x) in accordance with Section 4.04(a), but in no case more than the Nominal Liquidation Amount of such Tranche; provided, however,

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that (i) the Targeted Principal Deposit for any Tranche of Class B Notes will be zero prior to the Legal Maturity Date of such Tranche unless the Class A Usage of Class B Notes for all Outstanding Tranches of Class A Notes is zero, (ii) the Targeted Principal Deposit for any Tranche of Class C Notes will be zero prior to the Legal Maturity Date of such Tranche unless the Class A Usage of Class C Notes for all Outstanding Tranches of Class A Notes is zero and the Class B Usage of Class C Notes for all Outstanding Tranches of Class B Notes is zero, and (iii) the Targeted Principal Deposit for any Tranche of Class D Notes will be zero prior to the Legal Maturity Date of such Tranche unless the Class A Usage of Class D Notes for all Outstanding Tranches of Class A Notes is zero, the Class B Usage of Class D Notes for all Outstanding Tranches of Class B Notes is zero and the Class C Usage of Class D Notes for all Outstanding Tranches of Class C Notes is zero.

“Terms Document” means, with respect to any Class or Tranche of Notes, a supplement to this Indenture Supplement that establishes such Class or Tranche, in the case of Class A Notes, Class B Notes, Class C Notes or Class D Notes, in the form attached hereto as Exhibit A, B, C or D, as applicable, with such additional or different provisions as the Issuer determines are necessary or appropriate in connection with the issuance of any Tranche of Notes.

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

“Trust Portfolio Repurchase Event” has the meaning set forth in the DCMT Pooling and Servicing Agreement (or other applicable Pooling and Servicing Agreement).

“Unreimbursed Series Charge-offs” has the meaning set forth in step (16) (Current Charge-offs from Series Finance Charge Amounts) of Section 3.01, as adjusted pursuant to subsequent steps of Section 3.01.

“Usage” means, with respect to any Tranche of Class A Notes, the Class A Usage of Class B Notes, the Class A Usage of Class C Notes or the Class A Usage of Class D Notes, as applicable, for such Tranche; with respect to any Tranche of Class B Notes, the Class B Usage of Class C Notes or the Class B Usage of Class D Notes, as applicable, for such Tranche; and with respect to any Tranche of Class C Notes, the Class C Usage of Class D Notes for such Tranche.

Section 1.02. Representations and Warranties of Issuer. The Issuer represents and warrants 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 Supplement and to perform the terms and provisions hereof;

(b) the execution, delivery and performance of this Indenture Supplement by the Issuer have been duly authorized by all necessary corporate and statutory trust proceedings of any 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;

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(c) this Indenture Supplement is the valid, binding and enforceable obligations 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 Supplement 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 Supplement 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 Supplement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Indenture Supplement 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 Supplement or the validity or enforceability of this Indenture Supplement.

Section 1.03. 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 Supplement; and

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

Section 1.04. Limitations on Liability.

(a) It is expressly understood and agreed by the parties hereto that (i) this Indenture Supplement 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

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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 Indenture Supplement 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 Supplement 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 Indenture Supplement, and recourse may be had solely to the Collateral pledged to secure the DiscoverSeries Notes under the Indenture and this Indenture Supplement.

Section 1.05. Governing Law. THIS INDENTURE SUPPLEMENT 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 1.06. Counterparts. This Indenture Supplement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.

Section 1.07. Ratification of Indenture. As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument.

ARTICLE II

The Notes

Section 2.01. Creation and Designation.

(a) There is hereby created a Series of Notes to be issued pursuant to the Indenture and this Indenture Supplement to be known as “Discover Card Execution Note Trust, DiscoverSeries” or the “DiscoverSeries Notes.” The DiscoverSeries Notes may be issued in four Classes, the first of which shall be known as the “Class A Notes,” the second of which shall be known as the “Class B Notes,” the third of which shall be known as the “Class C Notes” and the fourth of which shall be known as the “Class D Notes.”

(b) The DiscoverSeries Notes shall not be subordinated to any other Series of Notes.

(c) Notwithstanding the allocation provisions of the Indenture, this Indenture Supplement and the Indenture Supplements for each other Series of Notes, if any, to the extent that the DiscoverSeries Noteholders are deemed to have any interest in any assets of the Issuer

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allocated to other Series of Notes secured by the Collateral, the DiscoverSeries Noteholders agree by acceptance of their DiscoverSeries Notes that their interest in those assets is subordinate to claims or rights of the Noteholders of such other Series of Notes to those other assets. Further, the DiscoverSeries Noteholders shall agree by their acceptance of their DiscoverSeries Notes that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.

Section 2.02. New Issuances of Notes. The Issuer may issue new Tranches of Notes (including additional Notes of an Outstanding Tranche) to be included in the DiscoverSeries, so long as the following conditions precedent are satisfied:

(i) on or before the date that the new issuance is to occur, the Issuer shall have delivered to the Indenture Trustee a Terms Document relating to the applicable Tranche of Notes;

(ii) with respect to an issuance of Class A Notes, immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class B Notes must be at least equal to the Class A Available Subordinated Amount of Class B Notes for all Tranches of Class A Notes;

(iii) with respect to an issuance of Class A Notes or Class B Notes, immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class C Notes must be at least equal to the sum of (x) the aggregate Class A Available Subordinated Amount of Class C Notes for all Tranches of Class A Notes with a Required Subordinated Amount of Class B Notes equal to zero and (y) the aggregate Class B Available Subordinated Amount of Class C Notes for all Tranches of Class B Notes;

(iv) with respect to an issuance of Class A Notes, Class B Notes or Class C Notes, immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class D Notes must be at least equal to the aggregate Class C Available Subordinated Amount of Class D Notes for all Tranches of Class C Notes;

(v) the Issuer shall be entitled to cause an increase in the Series Investor Interest for the Series 2007-CC Collateral Certificate or any Additional Collateral Certificate by an amount equal to the Nominal Liquidation Amount for such Notes as specified in the related Terms Document and all conditions to such increase, including without limitation any conditions relating to the Minimum Principal Receivables Balance of DCMT or any comparable provision of any other applicable Master Trust, shall have been satisfied;

(vi) the conditions specified in Section 310 of the Indenture are satisfied (unless such issuance does not exceed the De Minimis Threshold, in which case only such conditions specified in Section 310 of the Indenture as the applicable Note Rating Agencies shall require shall be satisfied); and

(vii) any other conditions specified in the related Terms Document.

Section 2.03. Cash Deposit in Class C Reserve Account and Class D Reserve Account. If the issuance of Notes pursuant to Section 2.02 is expected to result in an increase in the Targeted Cumulative Class C Reserve Deposit for any Tranche of Class C Notes or the Targeted

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Cumulative Class D Reserve Deposit for any Tranche of Class D Notes, immediately after receipt of the proceeds of the Notes issued pursuant to Section 2.02, the Issuer shall deposit an amount equal to such increase into each applicable Class C Reserve Subaccount or Class D Reserve Subaccount from the proceeds of such Notes.

ARTICLE III

Allocations of Collections and Subordination

Section 3.01. Allocations of Collections. The Indenture Trustee shall, on or before each Distribution Date cause allocations to be made in the order of priority specified, to the extent funds are available, to the account or Person indicated, in each case as set forth below. For the purpose of this section, unless otherwise provided in each paragraph, each amount referred in this section shall be computed after giving effect to preceding paragraphs but before giving effect to succeeding paragraphs.

(1) Series Finance Charge Amounts and Series Principal Amounts. All Series Finance Charge Amounts and Series Principal Amounts allocated to the DiscoverSeries pursuant to the Indenture or designated in any applicable Terms Document and received by the Note Issuance Trust in accordance with such Terms Document or any related agreement shall be deposited into the DiscoverSeries Collections Account; provided, however, that the Calculation Agent may direct each Master Trust Trustee to retain any funds in Master Trust accounts that will be allocated to Master Trust accounts or paid to each Master Servicer in accordance with these Cash Flows, and any such amounts shall not be deposited into the DiscoverSeries Collections Account; and provided, further, that any such amounts shall nonetheless be treated as Series Finance Charge Amounts and Series Principal Amounts hereunder and allocated as if they had been so deposited.

(2) Withdrawal of Income on Accounts. An amount equal to income earned on all funds on deposit in the Principal Funding Account, the Interest Funding Account and the Accumulation Reserve Account (including all Subaccounts of such accounts) (net of investment expenses and losses) for the period from and including the prior Distribution Date to but excluding the current Distribution Date shall be withdrawn from each such account, deposited into the DiscoverSeries Collections Account, and treated as Series Finance Charge Amounts.

(3) Withdrawal from Accumulation Reserve Subaccounts to Cover Accumulation Negative Spread on Principal Funding Subaccounts. An amount equal to the Accumulation Negative Spread for any Principal Funding Subaccount for any Tranche of Notes in the Accumulation Period for such Tranche shall be withdrawn from the Accumulation Reserve Subaccount for such Tranche, deposited into the DiscoverSeries Collections Account and treated as Series Finance Charge Amounts.

(4) Class A Interest Allocation from Series Finance Charge Amounts. An amount equal to the lesser of

(x) the Class A Interest Allocation and

(y) the Series Finance Charge Amounts

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shall be deposited into the Interest Funding Account. The amount by which the Class A Interest Allocation exceeds the amount of such deposit shall be the “Class A Interest Allocation Shortfall.” The Series Finance Charge Amounts shall be reduced by the amount of such deposit. The amount deposited into the Interest Funding Account pursuant to this step (4) shall be allocated to each Tranche of Class A Notes pro rata based on the ratio of the Class A Tranche Interest Allocation to the Class A Interest Allocation and deposited into the applicable Interest Funding Subaccount for such Tranche. The amount by which the Class A Tranche Interest Allocation for any Tranche exceeds the amount of such deposit shall be the “Class A Tranche Interest Allocation Shortfall” for such Tranche.

(5) Class B Interest Allocation from Series Finance Charge Amounts. An amount equal to the lesser of

(x) the Class B Interest Allocation and

(y) the Series Finance Charge Amounts remaining after step (4) (Class A Interest Allocation from Series Finance Charge Amounts)

shall be deposited into the Interest Funding Account. The amount by which the Class B Interest Allocation exceeds the amount of such deposit shall be the “Class B Interest Allocation Shortfall.” The Series Finance Charge Amounts shall be reduced by the amount of such deposit. The amount deposited into the Interest Funding Account pursuant to this step (5) shall be allocated to each Tranche of Class B Notes pro rata based on the ratio of the Class B Tranche Interest Allocation to the Class B Interest Allocation and deposited into the applicable Interest Funding Subaccount for such Tranche. The amount by which the Class B Tranche Interest Allocation for any Tranche exceeds the amount of such deposit shall be the “Class B Tranche Interest Allocation Shortfall” for such Tranche.

(6) Class C Interest Allocation from Series Finance Charge Amounts. An amount equal to the lesser of

(x) the Class C Interest Allocation and

(y) the Series Finance Charge Amounts remaining after step (5) (Class B Interest Allocation from Series Finance Charge Amounts) shall be deposited into the Interest Funding Account. The amount by which the Class C Interest Allocation exceeds the amount of such deposit shall be the “Class C Interest Allocation Shortfall.” The Series Finance Charge Amounts shall be reduced by the amount of such deposit. The amount deposited into the Interest Funding Account pursuant to this step (6) shall be allocated to each Tranche of Class C Notes pro rata based on the ratio of the Class C Tranche Interest Allocation to the Class C Interest Allocation and deposited into the applicable Interest Funding Subaccount for such Tranche. The amount by which the Class C Tranche Interest Allocation for any Tranche exceeds the amount of such deposit shall be the “Class C Tranche Interest Allocation Shortfall” for such Tranche.

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(7) Series Servicing Fees from Series Finance Charge Amounts. An amount equal to the lesser of

(x) the amount of the Series Servicing Fees and

(y) the Series Finance Charge Amounts remaining after step (6) (Class C Interest Allocation from Series Finance Charge Amounts) shall be paid to each applicable Master Servicer in the proportions determined in accordance with the Indenture. The amount by which the Series Servicing Fee exceeds the amount of such payment shall be the “Series Servicing Fee Shortfall.” The Series Finance Charge Amounts shall be reduced by the amount of such payments.

(8) Class D Interest Allocation from Series Finance Charge Amounts. An amount equal to the lesser of

(x) the Class D Interest Allocation and

(y) the Series Finance Charge Amounts remaining after step (7) (Series Servicing Fees from Series Finance Charge Amounts)

shall be deposited into the Interest Funding Account. The amount by which the Class D Interest Allocation exceeds the amount of such deposit shall be the “Class D Interest Allocation Shortfall.” The Series Finance Charge Amounts shall be reduced by the amount of such deposit. The amount deposited into the Interest Funding Account pursuant to this step (8) shall be allocated to each Tranche of Class D Notes pro rata based on the ratio of the Class D Tranche Interest Allocation to the Class D Interest Allocation and deposited into the applicable Interest Funding Subaccount for such Tranche. The amount by which the Class D Tranche Interest Allocation for any Tranche exceeds the amount of such deposit shall be the “Class D Tranche Interest Allocation Shortfall” for such Tranche.

(9) Allocation from the DCMT Group One Finance Charge Collections Reallocation Account. The Calculation Agent shall notify the Master Servicer and the Master Trust Trustee for the DCMT of the amount equal to the product of

(x) the sum of the Class A Interest Allocation Shortfall, the Class B Interest Allocation Shortfall, the Class C Interest Allocation Shortfall, the Series Servicing Fee Shortfall and the Class D Interest Allocation Shortfall and

(y) the Series 2007-CC Collateral Certificate Percentage which amount, together with any comparable amount determined pursuant to a provision comparable to this step (9) in the Indenture Supplement for any other Series established in relation to the Note

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Issuance Trust, shall constitute the “Class A Required Amount Shortfall” for purposes of Section 9(b)(6) of the Series 2007-CC Supplement. The Class A Required Amount Shortfall shall be reduced by the amount of funds on deposit in the DCMT Group One Finance Charge Collections Reallocation Account allocable to the Series 2007-CC Collateral Certificate in accordance with Section 9(b)(6) of the Series 2007-CC Supplement, and the portion of such amount that is allocable to the DiscoverSeries pursuant to the Indenture shall be deposited into the DiscoverSeries Collections Account; provided, however, that the Calculation Agent may direct the Master Trust Trustee for the DCMT to retain any funds in DCMT accounts that will be paid to the Master Servicer for the DCMT in accordance with these Cash Flows, and any such amounts shall not be deposited into the DiscoverSeries Collections Account; and provided, further, that any such amounts shall nonetheless be treated as Reallocated Finance Charge Amounts hereunder and allocated as if they had been so deposited. If and when any Additional Collateral Certificates are added to the Note Issuance Trust, any provisions to allocate the amount set forth in clause (x) of this step (9) to such Additional Collateral Certificates shall be specified in the documents relating to such addition.

(10) Allocation from the DCMT Group One Interchange Reallocation Account. For so long as any series issued by the DCMT is outstanding that is not designated as an Interchange Series in accordance with the DCMT Pooling and Servicing Agreement and the series supplement for such series, the Class A Required Amount Shortfall shall be reduced by the amount of funds on deposit in the DCMT Group One Interchange Reallocation Account allocable to the Series 2007-CC Collateral Certificate in accordance with Section 9(b)(9) of the Series 2007-CC Supplement, and the portion of such amount that is allocable to the DiscoverSeries pursuant to the Indenture shall be deposited into the DiscoverSeries Collections Account. If and when any Additional Collateral Certificates are added to the Note Issuance Trust, any provisions to allocate the amount set forth in clause (x) of step (9) (Allocation from the DCMT Group One Finance Charge Collections Reallocation Account) to an interchange reallocation account for such Additional Collateral Certificates shall be specified in the documents relating to such addition. The amounts deposited into the DiscoverSeries Collections Account under step (9) and this step (10) are collectively the “Reallocated Finance Charge Amounts”; provided, however, that the Calculation Agent may direct the Master Trust Trustee for the DCMT to retain any funds in DCMT accounts that will be paid to the Master Servicer for the DCMT in accordance with these Cash Flows, and any such amounts shall not be deposited into the DiscoverSeries Collections Account; and provided, further, that any such amounts shall nonetheless be treated as Reallocated Finance Charge Amounts hereunder and allocated as if they had been so deposited.

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(11) Class A Interest Allocation Shortfall from Reallocated Finance Charge Amounts. An amount equal to the lesser of

(x) the Class A Interest Allocation Shortfall after step (4) (Class A Interest Allocation from Series Finance Charge Amounts) and

(y) the Reallocated Finance Charge Amounts shall be deposited into the Interest Funding Account. The Class A Interest Allocation Shortfall and the Reallocated Finance Charge Amounts shall be reduced by the amount of such deposit. The amount deposited into the Interest Funding Account pursuant to this step (11) shall be allocated to each Tranche of Class A Notes pro rata based on the ratio of the Class A Tranche Interest Allocation to the Class A Interest Allocation and deposited into the applicable Interest Funding Subaccount for such Tranche. The Class A Tranche Interest Allocation Shortfall for each Tranche shall be reduced by such deposit.

(12) Class B Interest Allocation Shortfall from Reallocated Finance Charge Amounts. An amount equal to the lesser of

(x) the Class B Interest Allocation Shortfall after step (5) (Class B Interest Allocation from Series Finance Charge Amounts) and

(y) the Reallocated Finance Charge Amounts remaining after step (11) (Class A Interest Allocation Shortfall from Reallocated Finance Charge Amounts) shall be deposited into the Interest Funding Account. The Class B Interest Allocation Shortfall and the Reallocated Finance Charge Amounts shall be reduced by the amount of such deposit. The amount deposited into the Interest Funding Account pursuant to this step (12) shall be allocated to each Tranche of Class B Notes pro rata based on the ratio of the Class B Tranche Interest Allocation to the Class B Interest Allocation and deposited into the applicable Interest Funding Subaccount for such Tranche. The Class B Tranche Interest Allocation Shortfall for each Tranche shall be reduced by such deposit.

(13) Class C Interest Allocation Shortfall from Reallocated Finance Charge Amounts. An amount equal to the lesser of

(x) the Class C Interest Allocation Shortfall after step (6) (Class C Interest Allocation from Series Finance Charge Amounts) and

(y) the Reallocated Finance Charge Amounts remaining after step (12) (Class B Interest Allocation Shortfall from Reallocated Finance Charge Amounts) shall be deposited into the Interest Funding Account. The Class C Interest Allocation Shortfall and the Reallocated Finance Charge Amounts shall be reduced by the amount of such deposit. The amount deposited into the Interest

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Funding Account pursuant to this step (13) shall be allocated to each Tranche of Class C Notes pro rata based on the ratio of the Class C Tranche Interest Allocation to the Class C Interest Allocation and deposited into the applicable Interest Funding Subaccount for such Tranche. The Class C Tranche Interest Allocation Shortfall for each Tranche shall be reduced by such deposit.

(14) Series Servicing Fee Shortfall from Reallocated Finance Charge Amounts. An amount equal to the lesser of

(x) the Series Servicing Fee Shortfall after step (7) (Series Servicing Fees from Series Finance Charge Amounts) and

(y) the Reallocated Finance Charge Amounts remaining after step (13) (Class C Interest Allocation Shortfall from Reallocated Finance Charge Amounts) shall be paid to each applicable Master Servicer in the proportions determined in accordance with the Indenture. The Series Servicing Fee Shortfall and the Reallocated Finance Charge Amounts shall be reduced by the amount of such payment.

(15) Class D Interest Allocation Shortfall from Reallocated Finance Charge Amounts. An amount equal to the lesser of

(x) the Class D Interest Allocation Shortfall after step (8) (Class D Interest Allocation from Series Finance Charge Amounts) and

(y) the Reallocated Finance Charge Amounts remaining after step (14) (Series Servicing Fee Shortfall from Reallocated Finance Charge Amounts) shall be deposited into the Interest Funding Account. The Class D Interest Allocation Shortfall and the Reallocated Finance Charge Amounts shall be reduced by the amount of such deposit. The amount deposited into the Interest Funding Account pursuant to this step (15) shall be allocated to each Tranche of Class D Notes pro rata based on the ratio of the Class D Tranche Interest Allocation to the Class D Interest Allocation and deposited into the applicable Interest Funding Subaccount for such Tranche. The Class D Tranche Interest Allocation Shortfall for each Tranche shall be reduced by such deposit.

(16) Current Charge-offs from Series Finance Charge Amounts. An amount equal to the lesser of

(x) the Series Charge-offs and

(y) the Series Finance Charge Amounts remaining after step (8) (Class D Interest Allocation from Series Finance Charge Amounts) shall be treated as Series Principal Amounts (to be added to the Series

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Principal Amounts after step (1) (Series Finance Charge Amounts and Series Principal Amounts)) and the Series Charge-offs shall be deemed to be reimbursed by such amount. Any portion of Series Charge-offs that is not reimbursed as set forth above shall be the “Unreimbursed Series Charge-offs.” The Series Finance Charge Amounts shall be reduced by the amount of Series Charge-offs reimbursed pursuant to this step (16).

(17) Reimbursement of Class A Nominal Liquidation Amount Deficit from Series Finance Charge Amounts. An amount equal to the lesser of

(x) the Class A Nominal Liquidation Amount Deficit and

(y) the Series Finance Charge Amounts remaining after step (16) (Current Charge-offs from Series Finance Charge Amounts) shall be treated as Series Principal Amounts (to be added to the Series Principal Amounts after step (16) (Current Charge-offs from Series Finance Charge Amounts)) and the Class A Nominal Liquidation Amount Deficit shall be deemed to be reimbursed by such amount. The Series Finance Charge Amounts shall be reduced by the amount of the Class A Nominal Liquidation Amount Deficit reimbursed pursuant to this step (17). The Nominal Liquidation Amount of each Tranche of Class A Notes shall be increased by the amount of such allocation pro rata based on the ratio of the Nominal Liquidation Amount Deficit of such Tranche of Class A Notes to the Class A Nominal Liquidation Amount Deficit, each as of the first day of the related Due Period; provided, however, that the Nominal Liquidation Amount of a Tranche of Class A Notes shall not be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche.

(18) Reimbursement of Class B Nominal Liquidation Amount Deficit from Series Finance Charge Amounts. An amount equal to the lesser of

(x) the Class B Nominal Liquidation Amount Deficit and

(y) the Series Finance Charge Amounts remaining after step (17) (Reimbursement of Class A Nominal Liquidation Amount Deficit from Series Finance Charge Amounts)

shall be treated as Series Principal Amounts (to be added to the Series Principal Amounts after step (17) (Reimbursement of Class A Nominal Liquidation Amount Deficit from Series Finance Charge Amounts)) and the Class B Nominal Liquidation Amount Deficit shall be deemed to be reimbursed by such amount. The Series Finance Charge Amounts shall be reduced by the amount of the Class B Nominal Liquidation Amount Deficit reimbursed pursuant to this step (18). The Nominal Liquidation Amount of each Tranche of Class B Notes shall be increased by the amount of such allocation pro rata based on the ratio of the Nominal Liquidation Amount

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Deficit of such Tranche of Class B Notes to the Class B Nominal Liquidation Amount Deficit, each as of the first day of the related Due Period; provided, however, that the Nominal Liquidation Amount of a Tranche of Class B Notes shall not be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche.

The following Usage amount (and any related Available Subordinated Amount) shall be adjusted in accordance with step (2) of the Subordination Waterfall after giving effect to this step (18):

• Class A Usage of Class B Notes

(19) Reimbursement of Class C Nominal Liquidation Amount Deficit from Series Finance Charge Amounts. An amount equal to the lesser of

(x) the Class C Nominal Liquidation Amount Deficit and

(y) the Series Finance Charge Amounts remaining after step (18) (Reimbursement of Class B Nominal Liquidation Amount Deficit from Series Finance Charge Amounts) shall be treated as Series Principal Amounts (to be added to the Series Principal Amounts after step (18) (Reimbursement of Class B Nominal Liquidation Amount Deficit from Series Finance Charge Amounts)) and the Class C Nominal Liquidation Amount Deficit shall be deemed to be reimbursed by such amount. The Series Finance Charge Amounts shall be reduced by the amount of the Class C Nominal Liquidation Amount Deficit reimbursed pursuant to this step (19). The Nominal Liquidation Amount of each Tranche of Class C Notes shall be increased by the amount of such allocation pro rata based on the ratio of the Nominal Liquidation Amount Deficit of such Tranche of Class C Notes to the Class C Nominal Liquidation Amount Deficit, each as of the first day of the related Due Period; provided, however, that the Nominal Liquidation Amount of a Tranche of Class C Notes shall not be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche.

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (3) of the Subordination Waterfall, after giving effect to this step (19):

• Class A Usage of Class C Notes

• Class B Usage of Class C Notes

(20) Reimbursement of Class D Nominal Liquidation Amount Deficit from Series Finance Charge Amounts. An amount equal to the lesser of

(x) the Class D Nominal Liquidation Amount Deficit and

(y) the Series Finance Charge Amounts remaining after step (19) (Reimbursement of Class C Nominal Liquidation Amount Deficit from Series Finance Charge Amounts)

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shall be treated as Series Principal Amounts (to be added to the Series Principal Amounts after step (19) (Reimbursement of Class C Nominal Liquidation Amount Deficit from Series Finance Charge Amounts)) and the Class D Nominal Liquidation Amount Deficit shall be deemed to be reimbursed by such amount. The Series Finance Charge Amounts shall be reduced by the amount of the Class D Nominal Liquidation Amount Deficit reimbursed pursuant to this step (20). The Nominal Liquidation Amount of each Tranche of Class D Notes shall be increased by the amount of such allocation pro rata based on the ratio of the Nominal Liquidation Amount Deficit of such Tranche of Class D Notes to the Class D Nominal Liquidation Amount Deficit, each as of the first day of the related Due Period; provided, however, that the Nominal Liquidation Amount of a Tranche of Class D Notes shall not be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche.

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (4) of the Subordination Waterfall after giving effect to this step (20):

• Class A Usage of Class D Notes

• Class B Usage of Class D Notes

• Class C Usage of Class D Notes

(21) Allocation from the DCMT Group One Finance Charge Collections Reallocation Account. The Calculation Agent shall notify the Master Servicer and the Master Trust Trustee for the DCMT of an amount equal to the product of

(x) the sum of:

(i) the Unreimbursed Series Charge-offs after step (16) (Current Charge-offs from Series Finance Charge Amounts),

(ii) the Class A Nominal Liquidation Amount Deficit remaining after step (17) (Reimbursement of Class A Nominal Liquidation Amount Deficit from Series Finance Charge Amounts),

(iii) the Class B Nominal Liquidation Amount Deficit remaining after step (18) (Reimbursement of Class B Nominal Liquidation Amount Deficit from Series Finance Charge Amounts),

(iv) the Class C Nominal Liquidation Amount Deficit remaining after step (19) (Reimbursement of Class C Nominal Liquidation Amount Deficit from Series Finance Charge Amounts), and

(v) the Class D Nominal Liquidation Amount Deficit remaining after step (20) (Reimbursement of Class D Nominal Liquidation Amount Deficit from Series Finance Charge Amounts), and

38

(y) the Series 2007-CC Collateral Certificate Percentage

which amount, together with any comparable amount determined pursuant to a provision comparable to this step (21) in the Indenture Supplement for any other Series established in relation to the Note Issuance Trust, shall constitute the “Class A Cumulative Investor Charged-Off Amount” for purposes of Section 9(b)(7) of the Series 2007-CC Supplement. The Class A Cumulative Investor Charged-Off Amount shall be reduced by the portion of the amount of funds on deposit in the DCMT Group One Finance Charge Collections Reallocation Account allocable to the Series 2007-CC Collateral Certificate in accordance with Section 9(b)(7) of the Series 2007-CC Supplement, and the portion of such amount that is allocable to the DiscoverSeries pursuant to the Indenture shall be deposited into the DiscoverSeries Collections Account; provided, however, that the Calculation Agent may direct the Master Trust Trustee for the DCMT to retain any funds in DCMT accounts that will be allocated to the DCMT accounts or paid to the Master Servicer for the DCMT in accordance with these Cash Flows, and any such amounts shall not be deposited into the DiscoverSeries Collections Account; and provided, further, that any such amounts shall nonetheless be treated as Reallocated Finance Charge Amounts hereunder and allocated as if they had been so deposited. The Reallocated Finance Charge Amounts shall be increased by the amount of such deposit. If and when any Additional Collateral Certificates are added to the Note Issuance Trust, any provisions to allocate the amount set forth in clause (x) of this step (21) to such Additional Collateral Certificates shall be specified in the documents relating to such addition.

(22) Allocation from the DCMT Group One Interchange Reallocation Account. For so long as any series issued by the DCMT is outstanding that is not designated as an Interchange Series in accordance with the DCMT Pooling and Servicing Agreement and the series supplement for such series, the Class A Cumulative Investor Charged-Off Amount shall be reduced by the amount of funds on deposit in the DCMT Group One Interchange Reallocation Account allocable to the Series 2007-CC Collateral Certificate in accordance with Section 9(b)(10) of the Series 2007-CC Supplement, and the portion of such amount that is allocable to the DiscoverSeries pursuant to the Indenture shall be deposited into the DiscoverSeries Collections Account; provided, however, that the Calculation Agent may direct the Master Trust Trustee for the DCMT to retain any funds in DCMT accounts that will be allocated to the DCMT accounts or paid to the Master Servicer for the DCMT in accordance with these Cash Flows, and any such amounts shall not be deposited into the DiscoverSeries Collections Account; and provided, further, that any such amounts shall nonetheless be treated as Reallocated Finance Charge Amounts hereunder and allocated as if they had been so deposited. The Reallocated Finance Charge Amounts shall be increased by the amount of such deposit. If and when any Additional Collateral Certificates are added to the Note Issuance Trust, any provisions to allocate the amount set forth in clause (x) of step (21) (Allocation from the DCMT Group One Finance Charge Collections Reallocation Account) to an interchange reallocation account for such Additional Collateral Certificates shall be specified in the documents relating to such addition.

39

(23) Unreimbursed Current Charge-offs from Reallocated Finance Charge Amounts. An amount equal to the lesser of

(x) the Unreimbursed Series Charge-offs after step (16) (Current Charge-offs from Series Finance Charge Amounts) and

(y) the Reallocated Finance Charge Amounts after step (22) (Allocation from the DCMT Group One Interchange Reallocation Account)

shall be treated as Series Principal Amounts (to be added to the Series Principal Amounts after step (20) (Reimbursement of Class D Nominal Liquidation Amount Deficit from Series Finance Charge Amounts)) and Unreimbursed Series Charge-offs shall be deemed to be reimbursed by such amount. The Reallocated Finance Charge Amounts shall be reduced by the amount of Unreimbursed Series Charge-offs reimbursed pursuant to this step (23).

(24) Reimbursement of Class A Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts. An amount equal to the lesser of

(x) the Class A Nominal Liquidation Amount Deficit remaining after step (17) (Reimbursement of Class A Nominal Liquidation Amount Deficit from Series Finance Charge Amounts) and

(y) the Reallocated Finance Charge Amounts remaining after step (23) (Unreimbursed Current Charge-offs from Reallocated Finance Charge Amounts)

shall be treated as Series Principal Amounts (to be added to the Series Principal Amounts after step (23) (Unreimbursed Current Charge-offs from Reallocated Finance Charge Amounts)) and the Class A Nominal Liquidation Amount Deficit shall be deemed to be reimbursed by such amount. The Reallocated Finance Charge Amounts shall be reduced by the amount of the Class A Nominal Liquidation Amount Deficit reimbursed pursuant to this step (24). The Nominal Liquidation Amount of each Tranche of Class A Notes shall be increased by the amount of such allocation pro rata based on the ratio of the Nominal Liquidation Amount Deficit of such Tranche of Class A Notes to the Class A Nominal Liquidation Amount Deficit, each as of the first day of the related Due Period; provided, however, that the Nominal Liquidation Amount of a Tranche of Class A Notes shall not be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche.

(25) Reimbursement of Class B Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts. An amount equal to the lesser of

(x) the Class B Nominal Liquidation Amount Deficit remaining after step (18) (Reimbursement of Class B Nominal Liquidation Amount Deficit from Series Finance Charge Amounts) and

40

(y) the Reallocated Finance Charge Amounts remaining after step (24) (Reimbursement of Class A Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts) shall be treated as Series Principal Amounts (to be added to the Series Principal Amounts after step (24) (Reimbursement of Class A Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts)) and the Class B Nominal Liquidation Amount Deficit shall be deemed to be reimbursed by such amount. The Reallocated Finance Charge Amounts shall be reduced by the amount of the Class B Nominal Liquidation Amount Deficit reimbursed pursuant to this step (25). The Nominal Liquidation Amount of each Tranche of Class B Notes shall be increased by the amount of such allocation pro rata based on the ratio of the Nominal Liquidation Amount Deficit of such Tranche of Class B Notes to the Class B Nominal Liquidation Amount Deficit, each as of the first day of the related Due Period; provided, however, that the Nominal Liquidation Amount of a Tranche of Class B Notes shall not be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche.

The following Usage amount (and any related Available Subordinated Amount) shall be adjusted in accordance with step (5) of the Subordination Waterfall after giving effect to this step (25):

• Class A Usage of Class B Notes

(26) Reimbursement of Class C Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts. An amount equal to the lesser of

(x) the Class C Nominal Liquidation Amount Deficit remaining after step (19) (Reimbursement of Class C Nominal Liquidation Amount Deficit from Series Finance Charge Amounts) and

(y) the Reallocated Finance Charge Amounts remaining after step (25) (Reimbursement of Class B Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts)

shall be treated as Series Principal Amounts (to be added to the Series Principal Amounts after step (25) (Reimbursement of Class B Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts)) and the Class C Nominal Liquidation Amount Deficit shall be deemed to be reimbursed by such amount. The Reallocated Finance Charge Amounts shall be reduced by the amount of the Class C Nominal Liquidation Amount Deficit reimbursed pursuant to this step (26). The Nominal Liquidation Amount of each Tranche of Class C Notes shall be increased by the amount of such allocation pro rata based on the ratio of the Nominal Liquidation Amount Deficit of such Tranche of Class C Notes to the Class C Nominal Liquidation Amount Deficit, each as of the first day of the related Due Period; provided, however, that the Nominal Liquidation Amount of a Tranche of Class C Notes shall not be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche.

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The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (6) of the Subordination Waterfall after giving effect to this step (26):

• Class A Usage of Class C Notes

• Class B Usage of Class C Notes

(27) Reimbursement of Class D Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts. An amount equal to the lesser of

(x) the Class D Nominal Liquidation Amount Deficit remaining after step (20) (Reimbursement of Class D Nominal Liquidation Amount Deficit from Series Finance Charge Amounts) and

(y) the Reallocated Finance Charge Amounts remaining after step (26) (Reimbursement of Class C Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts)

shall be treated as Series Principal Amounts (to be added to the Series Principal Amounts after step (26) (Reimbursement of Class C Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts)) and the Class D Nominal Liquidation Amount Deficit shall be deemed to be reimbursed by such amount. The Reallocated Finance Charge Amounts shall be reduced by the amount of the Class D Nominal Liquidation Amount Deficit reimbursed pursuant to this step (27). The Nominal Liquidation Amount of each Tranche of Class D Notes shall be increased by the amount of such allocation pro rata based on the ratio of the Nominal Liquidation Amount Deficit of such Tranche of Class D Notes to the Class D Nominal Liquidation Amount Deficit, each as of the first day of the related Due Period; provided, however, that the Nominal Liquidation Amount of a Tranche of Class D Notes shall not be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche.

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (7) of the Subordination Waterfall after giving effect to this step (27):

• Class A Usage of Class D Notes

• Class B Usage of Class D Notes

• Class C Usage of Class D Notes

(28) Unreimbursed Current Charge-offs; Initial Allocation. An amount of the Unreimbursed Series Charge-offs shall be allocated to each Tranche of Outstanding Notes in the Series pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche to the Nominal Liquidation Amount of all Tranches of DiscoverSeries Notes, each as of the first day of

42

the related Due Period. The Nominal Liquidation Amount of each Tranche shall be reduced, and the Nominal Liquidation Amount Deficit of such Tranche shall be increased, by the amount of such allocation. Any such allocation (or portion thereof) that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Notes below zero will be reallocated to the remaining Tranches of Outstanding Notes in the Series as set forth in this step (28), but in no event will the Nominal Liquidation Amount (after giving effect to this step (28)) of any Tranche of Notes be reduced below zero.

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (8) of the Subordination Waterfall after giving effect to this step (28):

• Class A Usage of Class B Notes

• Class A Usage of Class C Notes

• Class A Usage of Class D Notes

• Class B Usage of Class C Notes

• Class B Usage of Class D Notes

• Class C Usage of Class D Notes

(29) Unreimbursed Current Charge-offs; Reallocation from Class A to Class D. For each Tranche of Class A Notes, an amount equal to the lesser of

(x) the amount of Unreimbursed Series Charge-offs allocated to such Tranche of Class A Notes pursuant to step (28) (Unreimbursed Current Charge-offs; Initial Allocation) and

(y) the Class A Available Subordinated Amount of Class D Notes for such Tranche of Class A Notes after step (8) of the Subordination Waterfall (Adjustments for Initial Allocation of Unreimbursed Current Charge-offs)

shall be reallocated to the Class D Notes. The Nominal Liquidation Amount of each Tranche of Class A Notes shall be increased, and the Nominal Liquidation Amount Deficit of such Tranche shall be reduced, by the amount of such reallocation. The Nominal Liquidation Amount of each Tranche of Class D Notes shall be reduced, and the Nominal Liquidation Amount Deficit of such Tranche shall be increased, by the aggregate amount of such reallocation for all Tranches of Class A Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class D Notes to the Nominal Liquidation Amount of all Tranches of Class D Notes, each as of the first day of the related Due Period. Any such reallocation (or portion thereof) that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class D Notes below zero will be reallocated to the remaining Tranches of Class D Notes as set forth in this step (29), but in no event will the Nominal Liquidation Amount (after giving effect to this step (29)) of any Tranche of Class D Notes be reduced below zero.

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The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (9) of the Subordination Waterfall after giving effect to this step (29):

• Class A Usage of Class D Notes

• Class B Usage of Class D Notes

• Class C Usage of Class D Notes

(30) Unreimbursed Current Charge-offs; Reallocation from Class A to Class C. For each Tranche of Class A Notes, an amount equal to the lesser of

(x)	(i)	the amount of Unreimbursed Series Charge-offs allocated to such Tranche pursuant to step (28) (Unreimbursed Current Charge-offs; Initial Allocation), minus
	(ii)	the amount reallocated from such Tranche to the Class D Notes pursuant to step (29) (Unreimbursed Current Charge-offs; Reallocation from Class A to Class D) and
(y)	the Class A Available Subordinated Amount of Class C Notes for such Tranche of Class A Notes after step (8) of the Subordination Waterfall (Adjustments for Initial Allocation of Unreimbursed Current Charge-offs)

shall be reallocated to the Class C Notes. The Nominal Liquidation Amount of each Tranche of Class A Notes shall be increased, and the Nominal Liquidation Amount Deficit of such Tranche shall be reduced, by the amount of such reallocation. The Nominal Liquidation Amount of each Tranche of Class C Notes shall be reduced, and the Nominal Liquidation Amount Deficit of such Tranche shall be increased, by the aggregate amount of such reallocation for all Tranches of Class A Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class C Notes to the Nominal Liquidation Amount of all Tranches of Class C Notes, each as of the first day of the related Due Period. Any such reallocation (or portion thereof) that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class C Notes below zero will be reallocated to the remaining Tranches of Class C Notes as set forth in this step (30), but in no event will the Nominal Liquidation Amount (after giving effect to this step (30)) of any Tranche of Class C Notes be reduced below zero.

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (10) of the Subordination Waterfall after giving effect to this step (30):

• Class A Usage of Class C Notes

• Class B Usage of Class C Notes

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(31) Unreimbursed Current Charge-offs; Reallocation from Class A to Class B. For each Tranche of Class A Notes, an amount equal to the lesser of

(x)	(i)	the amount of Unreimbursed Series Charge-offs allocated to such Tranche pursuant to step (28) (Unreimbursed Current Charge-offs; Initial Allocation), minus
	(ii)	the amount reallocated from such Tranche to the Class D Notes pursuant to step (29) (Unreimbursed Current Charge-offs; Reallocation from Class A to Class D), minus
	(iii)	the amount reallocated from such Tranche to the Class C Notes pursuant to step (30) (Unreimbursed Current Charge-offs; Reallocation from Class A to Class C) and
(y)	the Class A Available Subordinated Amount of Class B Notes for such Tranche of Class A Notes after step (8) of the Subordination Waterfall (Adjustments for Initial Allocation of Unreimbursed Current Charge-offs) shall be reallocated to the Class B Notes. The Nominal Liquidation Amount of each Tranche of Class A Notes shall be increased, and the Nominal Liquidation Amount Deficit of such Tranche shall be reduced, by the amount of such reallocation. The Nominal Liquidation Amount of each Tranche of Class B Notes shall be reduced, and the Nominal Liquidation Amount Deficit of such Tranche shall be increased, by the aggregate amount of such reallocation for all Tranches of Class A Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class B Notes to the Nominal Liquidation Amount of all Tranches of Class B Notes, each as of the first day of the related Due Period. Any such reallocation (or portion thereof) that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class B Notes below zero will be reallocated to the remaining Tranches of Class B Notes as set forth in this step (31), but in no event will the Nominal Liquidation Amount (after giving effect to this step (31)) of any Tranche of Class B Notes be reduced below zero.

The following Usage amount (and any related Available Subordinated Amount) shall be adjusted in accordance with step (11) of the Subordination Waterfall after giving effect to this step (31):

• Class A Usage of Class B Notes

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(32) Unreimbursed Current Charge-offs; Reallocation from Class B to Class D. For each Tranche of Class B Notes, an amount equal to the lesser of

(x) the sum of

(i) the amount of Unreimbursed Series Charge-offs allocated to such Tranche pursuant to step (28) (Unreimbursed Current Charge-offs; Initial Allocation) and

(ii) the amount reallocated to such Tranche pursuant to step (31) (Unreimbursed Current Charge-offs; Reallocation from Class A to Class B), and

(y) the Class B Available Subordinated Amount of Class D Notes for such Tranche of Class B Notes after step (9) of the Subordination Waterfall (Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class A to Class D)

shall be reallocated to the Class D Notes. The Nominal Liquidation Amount of each Tranche of Class B Notes shall be increased, and the Nominal Liquidation Amount Deficit of such Tranche shall be reduced, by the amount of such reallocation. The Nominal Liquidation Amount of each Tranche of Class D Notes shall be reduced, and the Nominal Liquidation Amount Deficit of such Tranche shall be increased, by the aggregate amount of such reallocation for all Tranches of Class B Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class D Notes to the Nominal Liquidation Amount of all Tranches of Class D Notes, each as of the first day of the related Due Period. Any such reallocation (or portion thereof) that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class D Notes below zero will be reallocated to the remaining Tranches of Class D Notes as set forth in this step (32), but in no event will the Nominal Liquidation Amount (after giving effect to this step (32)) of any Tranche of Class D Notes be reduced below zero.

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (12) of the Subordination Waterfall after giving effect to this step (32):

• Class A Usage of Class B Notes

• Class A Usage of Class D Notes

• Class B Usage of Class D Notes

• Class C Usage of Class D Notes

(33) Unreimbursed Current Charge-offs; Reallocation from Class B to Class C. For each Tranche of Class B Notes, an amount equal to the lesser of

(x)	(i)	the amount of Unreimbursed Series Charge-offs allocated to such Tranche pursuant to step (28) (Unreimbursed Current Charge-offs; Initial Allocation), plus
	(ii)	the amount of Unreimbursed Series Charge-offs reallocated to such Tranche pursuant to step (31) (Unreimbursed Current Charge-offs; Reallocation from Class A to Class B), minus
	(iii)	the amount of Unreimbursed Series Charge-offs reallocated from such Tranche to the Class D Notes pursuant to step (32) (Unreimbursed Current Charge-offs; Reallocation from Class B to Class D), and
(y)	the Class B Available Subordinated Amount of Class C Notes for such Tranche of Class B Notes after step (10) of the Subordination Waterfall (Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class A to Class C)

46

shall be reallocated to the Class C Notes. The Nominal Liquidation Amount of each Tranche of Class B Notes shall be increased, and the Nominal Liquidation Amount Deficit of such Tranche shall be reduced, by the amount of such reallocation. The Nominal Liquidation Amount of each Tranche of Class C Notes shall be reduced, and the Nominal Liquidation Amount Deficit of such Tranche shall be increased, by the aggregate amount of such reallocation for all Tranches of Class B Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class C Notes to the Nominal Liquidation Amount of all Tranches of Class C Notes, each as of the first day of the related Due Period. Any such reallocation (or portion thereof) that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class C Notes below zero will be reallocated to the remaining Tranches of Class C Notes as set forth in this step (33), but in no event will the Nominal Liquidation Amount (after giving effect to this step (33)) of any Tranche of Class C Notes be reduced below zero.

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (13) of the Subordination Waterfall after giving effect to this step (33):

• Class A Usage of Class B Notes

• Class A Usage of Class C Notes

• Class B Usage of Class C Notes

(34) Unreimbursed Current Charge-offs; Reallocation from Class C to Class D. For each Tranche of Class C Notes, an amount equal to the lesser of

(x) the sum of

(i) the amount of Unreimbursed Series Charge-offs allocated to such Tranche of Class C Notes pursuant to step (28) (Unreimbursed Current Charge-offs; Initial Allocation),

(ii) the amount of Unreimbursed Series Charge-offs reallocated to such Tranche of the Class C Notes pursuant to step (30) (Unreimbursed Current Charge-offs; Reallocation from Class A to Class C) and

(iii) the amount of Unreimbursed Series Charge-offs reallocated to such Tranche of Class C Notes pursuant to step (33) (Unreimbursed Current Charge-offs; Reallocation from Class B to Class C), and

47

(y) the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes after step (12) of the Subordination Waterfall (Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class B to Class D) shall be reallocated to the Class D Notes. The Nominal Liquidation Amount of each Tranche of Class C Notes shall be increased, and the Nominal Liquidation Amount Deficit of such Tranche shall be reduced, by the amount of such reallocation. The Nominal Liquidation Amount of each Tranche of Class D Notes shall be reduced, and the Nominal Liquidation Amount Deficit of such Tranche shall be increased, by the aggregate amount of such reallocation for all Tranches of Class C Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class D Notes to the Nominal Liquidation Amount of all Tranches of Class D Notes, each as of the first day of the related Due Period. Any such reallocation (or portion thereof) that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class D Notes below zero will be reallocated to the remaining Tranches of Class D Notes as set forth in this step (34), but in no event will the Nominal Liquidation Amount (after giving effect to this step (34)) of any Tranche of Class D Notes be reduced below zero.

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (14) of the Subordination Waterfall after giving effect to this step (34):

• Class A Usage of Class C Notes

• Class A Usage of Class D Notes

• Class B Usage of Class C Notes

• Class B Usage of Class D Notes

• Class C Usage of Class D Notes

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(35) Class A Interest Allocation Shortfall from Class D Principal. For each Tranche of Class A Notes, an amount equal to the least of

(x) the Class A Tranche Interest Allocation Shortfall for such Tranche remaining after step (11) (Class A Interest Allocation Shortfall from Reallocated Finance Charge Amounts),

(y) a pro rata share of the Class D Principal Allocation, based on the ratio of the Class A Tranche Interest Allocation Shortfall for such Tranche to the Class A Interest Allocation Shortfall, in each case remaining after step (11) and

(z) the Class A Available Subordinated Amount of Class D Notes for such Tranche after step (14) of the Subordination Waterfall (Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class C to Class D)

shall be deposited into the Interest Funding Subaccount for such Tranche. The Class A Tranche Interest Allocation Shortfall shall be reduced by the amount of such deposit. The Class A Interest Allocation Shortfall, the Class D Principal Allocation and the Series Principal Amounts shall be reduced by the aggregate amount of such deposits for all Tranches of Class A Notes. The Nominal Liquidation Amount of each Tranche of Class D Notes shall be reduced, and the Nominal Liquidation Amount Deficit for such Tranche shall be increased, by the aggregate amount of such deposits for all Tranches of Class A Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class D Notes to the Nominal Liquidation Amount of all Tranches of Class D Notes, each as of the first day of the related Due Period.

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (15) of the Subordination Waterfall after giving effect to this step (35):

• Class A Usage of Class D Notes

• Class B Usage of Class D Notes

• Class C Usage of Class D Notes

(36) Class A Interest Allocation Shortfall from Class C Principal. For each Tranche of Class A Notes, an amount equal to the least of

(x) the Class A Tranche Interest Allocation Shortfall remaining after step (35) (Class A Interest Allocation Shortfall from Class D Principal),

(y) a pro rata share of the Class C Principal Allocation, based on the ratio of the Class A Tranche Interest Allocation Shortfall for such Tranche to the Class A Interest Allocation Shortfall, in each case remaining after step (35) and

(z) the Class A Available Subordinated Amount of Class C Notes for such Tranche after step (14) of the Subordination Waterfall (Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class C to Class D)

49

shall be deposited into the Interest Funding Subaccount for such Tranche. The Class A Tranche Interest Allocation Shortfall shall be reduced by the amount of such deposit. The Class A Interest Allocation Shortfall, the Class C Principal Allocation and the Series Principal Amounts shall be reduced by the aggregate amount of such deposits for all Tranches of Class A Notes. The Nominal Liquidation Amount of each Tranche of Class C Notes shall be reduced, and the Nominal Liquidation Amount Deficit for such Tranche shall be increased, by the aggregate amount of such deposits for all Tranches of Class A Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class C Notes to the Nominal Liquidation Amount of all Tranches of Class C Notes, each after giving effect to step (34) (Unreimbursed Current Charge-offs; Reallocation from Class C to Class D).

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (16) of the Subordination Waterfall after giving effect to this step (36):

• Class A Usage of Class C Notes

• Class B Usage of Class C Notes

(37) Class A Interest Allocation Shortfall from Class B Principal. For each Tranche of Class A Notes, an amount equal to the least of

(x) the Class A Tranche Interest Allocation Shortfall remaining after step (36) (Class A Interest Allocation Shortfall from Class C Principal),

(y) a pro rata share of the Class B Principal Allocation, based on the ratio of the Class A Tranche Interest Allocation Shortfall for such Tranche to the Class A Interest Allocation Shortfall, in each case remaining after step (36) and

(z) the Class A Available Subordinated Amount of Class B Notes for such Tranche after step (13) of the Subordination Waterfall (Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class B to Class C) shall be deposited into the Interest Funding Subaccount for such Tranche. The Class A Tranche Interest Allocation Shortfall shall be reduced by the amount of such deposit. The Class A Interest Allocation Shortfall, the Class B Principal Allocation and the Series Principal Amounts shall be reduced by the aggregate amount of such deposits for all Tranches of Class A Notes. The Nominal Liquidation Amount of each Tranche of Class B Notes shall be reduced, and the Nominal Liquidation Amount Deficit for such Tranche shall be increased, by the aggregate amount of such deposits for all Tranches of Class A Notes pro rata based on the ratio of the Nominal Liquidation

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Amount of such Tranche of Class B Notes to the Nominal Liquidation Amount of all Tranches of Class B Notes, each after giving effect to step (33) (Unreimbursed Current Charge-offs; Reallocation from Class B to Class C).

The following Usage amount (and any related Available Subordinated Amount) shall be adjusted in accordance with step (17) of the Subordination Waterfall after giving effect to this step (37):

• Class A Usage of Class B Notes

(38) Class B Interest Allocation Shortfall from Class D Principal. For each Tranche of Class B Notes, an amount equal to the least of

(x) the Class B Tranche Interest Allocation Shortfall remaining after step (12) (Class B Interest Allocation Shortfall from Reallocated Finance Charge Amounts),

(y) a pro rata share of the Class D Principal Allocation remaining after step (35) (Class A Interest Allocation Shortfall from Class D Principal) based on the ratio of the Class B Tranche Interest Allocation Shortfall for such Tranche to the Class B Interest Allocation Shortfall, in each case remaining after step (12) and

(z) the Class B Available Subordinated Amount of Class D Notes for such Tranche after step (15) of the Subordination Waterfall (Adjustments for Application of Class D Principal to Class A Interest Allocation Shortfall)

shall be deposited into the Interest Funding Subaccount for such Tranche. The Class B Tranche Interest Allocation Shortfall shall be reduced by the amount of such deposit. The Class B Interest Allocation Shortfall, the Class D Principal Allocation and the Series Principal Amounts shall be reduced by the aggregate amount of such deposits for all Tranches of Class B Notes. The Nominal Liquidation Amount of each Tranche of Class D Notes shall be reduced, and the Nominal Liquidation Amount Deficit for such Tranche shall be increased, by the aggregate amount of such deposits for all Tranches of Class B Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class D Notes to the Nominal Liquidation Amount of all Tranches of Class D Notes, each after giving effect to step (35).

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (18) of the Subordination Waterfall after giving effect to this step (38):

• Class A Usage of Class D Notes

• Class B Usage of Class D Notes

• Class C Usage of Class D Notes

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(39) Class B Interest Allocation Shortfall from Class C Principal. For each Tranche of Class B Notes, an amount equal to the least of

(x) the Class B Tranche Interest Allocation Shortfall remaining after step (38) (Class B Interest Allocation Shortfall from Class D Principal),

(y) a pro rata share of the Class C Principal Allocation remaining after step (36) (Class A Interest Allocation Shortfall from Class C Principal) based on the ratio of the Class B Tranche Interest Allocation Shortfall for such Tranche to the Class B Interest Allocation Shortfall, in each case remaining after step (38) and

(z) the Class B Available Subordinated Amount of Class C Notes for such Tranche after step (16) of the Subordination Waterfall (Adjustments for Application of Class C Principal to Class A Interest Allocation Shortfall)

shall be deposited into the Interest Funding Subaccount for such Tranche. The Class B Tranche Interest Allocation Shortfall shall be reduced by the amount of such deposit. The Class B Interest Allocation Shortfall, the Class C Principal Allocation and the Series Principal Amounts shall be reduced by the aggregate amount of such deposits for all Tranches of Class B Notes. The Nominal Liquidation Amount of each Tranche of Class C Notes shall be reduced, and the Nominal Liquidation Amount Deficit for such Tranche shall be increased, by the aggregate amount of such deposits for all Tranches of Class B Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class C Notes to the Nominal Liquidation Amount of all Tranches of Class C Notes, each after giving effect to step (36).

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (19) of the Subordination Waterfall after giving effect to this step (39):

• Class A Usage of Class C Notes

• Class B Usage of Class C Notes

(40) Class C Interest Allocation Shortfall from Class D Principal. For each Tranche of Class C Notes, an amount equal to the least of

(x) the Class C Tranche Interest Allocation Shortfall remaining after step (13) (Class C Interest Allocation Shortfall from Reallocated Finance Charge Amounts),

(y) a pro rata share of the Class D Principal Allocation remaining after step (38) (Class B Interest Allocation Shortfall from Class D Principal) based on the ratio of the Class C Tranche Interest Allocation Shortfall for such Tranche to the Class C Interest Allocation Shortfall, in each case remaining after step (13) and

(z) the Class C Available Subordinated Amount of Class D Notes for such Tranche after step (18) of the Subordination Waterfall (Adjustments for Application of Class D Principal to Class B Interest Allocation Shortfall)

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shall be deposited into the Interest Funding Subaccount for such Tranche. The Class C Tranche Interest Allocation Shortfall shall be reduced by the amount of such deposit. The Class C Interest Allocation Shortfall, the Class D Principal Allocation and the Series Principal Amounts shall be reduced by the aggregate amount of such deposits for all Tranches of Class C Notes. The Nominal Liquidation Amount of each Tranche of Class D Notes shall be reduced, and the Nominal Liquidation Amount Deficit for such Tranche shall be increased, by the aggregate amount of such deposits for all Tranches of Class C Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class D Notes to the Nominal Liquidation Amount of all Tranches of Class D Notes, each after giving effect to step (38).

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (20) of the Subordination Waterfall after giving effect to this step (40):

• Class A Usage of Class D Notes

• Class B Usage of Class D Notes

• Class C Usage of Class D Notes

(41) Series Servicing Fee Shortfall from Class D Principal. An amount equal to the least of

(x) the Series Servicing Fee Shortfall remaining after step (14) (Series Servicing Fee Shortfall from Reallocated Finance Charge Amounts),

(y) the Class D Principal Allocation remaining after step (40) (Class C Interest Allocation Shortfall from Class D Principal) and

(z) the aggregate amount of the Class C Available Subordinated Amount of Class D Notes for all Tranches of Class C Notes after step (20) of the Subordination Waterfall (Adjustments for Application of Class D Principal to Class C Interest Allocation Shortfall)

shall be paid to each applicable Master Servicer in the proportions determined in accordance with the Indenture. The Series Servicing Fee Shortfall, the Class D Principal Allocation and the Series Principal Amounts shall be reduced by the amount of such payment. The Nominal Liquidation Amount of each Tranche of Class D Notes shall be reduced, and the Nominal Liquidation Amount Deficit of each Tranche of Class D Notes shall be increased, by the amount of such payment pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class D Notes to the Nominal Liquidation Amount of all Tranches of Class D Notes, each after giving effect to step (40).

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The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (21) of the Subordination Waterfall after giving effect to this step (41):

• Class A Usage of Class D Notes

• Class B Usage of Class D Notes

• Class C Usage of Class D Notes

(42) Series Servicing Fee Shortfall from Class C Principal. An amount equal to the least of

(x) the Series Servicing Fee Shortfall remaining after step (41) (Series Servicing Fee Shortfall from Class D Principal),

(y) the Class C Principal Allocation remaining after step (39) (Class B Interest Allocation Shortfall from Class C Principal) and

(z) the sum of:

(i) the aggregate amount of Class A Available Subordinated Amount of Class C Notes for all Tranches of Class A Notes with a Required Subordinated Amount of Class B Notes equal to zero and

(ii) the aggregate amount of the Class B Available Subordinated Amount of Class C Notes for all Tranches of Class B Notes,

in each case, after step (19) of the Subordination Waterfall (Adjustments for Application of Class C Principal to Class B Interest Allocation Shortfall),

shall be paid to each applicable Master Servicer in the proportions determined in accordance with the Indenture. The Series Servicing Fee Shortfall, the Class C Principal Allocation and the Series Principal Amounts shall be reduced by the amount of such payment. The Nominal Liquidation Amount of each Tranche of Class C Notes shall be reduced, and the Nominal Liquidation Amount Deficit of each Tranche of Class C Notes shall be increased, by the amount of such payment pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class C Notes to the Nominal Liquidation Amount of all Tranches of Class C Notes, each after giving effect to step (39).

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The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (22) of the Subordination Waterfall after giving effect to this step (42):

• Class A Usage of Class C Notes

• Class B Usage of Class C Notes

(43) Series Servicing Fee Shortfall from Class B Principal. An amount equal to the least of

(x) the Series Servicing Fee Shortfall remaining after step (42) (Series Servicing Fee Shortfall from Class C Principal),

(y) the Class B Principal Allocation remaining after step (37) (Class A Interest Allocation Shortfall from Class B Principal) and

(z) the aggregate amount of Class A Available Subordinated Amount of Class B Notes for all Tranches of Class A Notes after step (17) of the Subordination Waterfall (Adjustments for Application of Class B Principal to Class A Interest Allocation Shortfall)

shall be paid to each applicable Master Servicer in the proportions determined in accordance with the Indenture. The Series Servicing Fee Shortfall, the Class B Principal Allocation and the Series Principal Amounts shall be reduced by the amount of such payment. The Nominal Liquidation Amount of each Tranche of Class B Notes shall be reduced, and the Nominal Liquidation Amount Deficit of each Tranche of Class B Notes shall be increased, by the amount of such payment pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class B Notes to the Nominal Liquidation Amount of all Tranches of Class B Notes, each after giving effect to step (37).

The following Usage amount (and any related Available Subordinated Amount) shall be adjusted in accordance with step (23) of the Subordination Waterfall after giving effect to this step (43):

• Class A Usage of Class B Notes

(44) Class C Interest Allocation Shortfall from Class C Reserve Subaccount. For each Tranche of Class C Notes, an amount equal to the lesser of

(x) the Class C Tranche Interest Allocation Shortfall for such Tranche remaining after step (40) (Class C Interest Allocation Shortfall from Class D Principal) and

(y) the amount on deposit in the Class C Reserve Subaccount for such Tranche shall be withdrawn from the Class C Reserve Subaccount for such Tranche and deposited into the Interest Funding Subaccount for such Tranche. Such Class C Tranche Interest

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Allocation Shortfall shall be reduced by the amount of such deposit, and the Class C Interest Allocation Shortfall shall be reduced by the sum of all such deposits.

(45) Class D Interest Allocation Shortfall from Class D Reserve Subaccount. For each Tranche of Class D Notes, an amount equal to the lesser of

(x) the Class D Tranche Interest Allocation Shortfall for such Tranche remaining after step (15) (Class D Interest Allocation Shortfall from Reallocated Finance Charge Amounts) and

(y) the amount on deposit in the Class D Reserve Subaccount for such Tranche

shall be withdrawn from the Class D Reserve Subaccount for such Tranche and deposited into the Interest Funding Subaccount for such Tranche. Such Class D Tranche Interest Allocation Shortfall shall be reduced by the amount of such deposit, and the Class D Interest Allocation Shortfall shall be reduced by the sum of all such deposits.

(46) Reallocation of Class B Nominal Liquidation Amount Deficit to Class D. For each Tranche of Class B Notes, an amount equal to the lesser of

(x) the Nominal Liquidation Amount Deficit for such Tranche after giving effect to step (43) (Series Servicing Fee Shortfall from Class B Principal) and

(y) the Class B Available Subordinated Amount of Class D Notes for such Tranche after step (21) of the Subordination Waterfall (Adjustments for Application of Class D Principal to Series Servicing Fee Shortfall)

shall be reallocated to the Class D Notes. The Nominal Liquidation Amount of each Tranche of Class B Notes shall be increased, and the Nominal Liquidation Amount Deficit of such Tranche shall be reduced, by the amount of such reallocation. The Nominal Liquidation Amount of each Tranche of Class D Notes shall be reduced, and the Nominal Liquidation Amount Deficit of such Tranche shall be increased, by the aggregate amount of such reallocation for all Tranches of Class B Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class D Notes to the Nominal Liquidation Amount of all Tranches of Class D Notes, each after giving effect to step (41) (Series Servicing Fee Shortfall from Class D Principal). Any such reallocation (or portion thereof) that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class D Notes below zero will be reallocated to the remaining Tranches of Class D Notes as set forth in this step (46), but in no event will the Nominal Liquidation Amount (after giving effect to this step (46)) of any Tranche of Class D Notes be reduced below zero.

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The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (24) of the Subordination Waterfall after giving effect to this step (46):

• Class A Usage of Class B Notes

• Class A Usage of Class D Notes

• Class B Usage of Class D Notes

• Class C Usage of Class D Notes

(47) Reallocation of Class B Nominal Liquidation Amount Deficit to Class C. For each Tranche of Class B Notes, an amount equal to the lesser of

(x) the Nominal Liquidation Amount Deficit for such Tranche after giving effect to step (46) (Reallocation of Class B Nominal Liquidation Amount Deficit to Class D) and

(y) the Class B Available Subordinated Amount of Class C Notes for such Tranche after step (22) of the Subordination Waterfall (Adjustments for Application of Class C Principal to Series Servicing Fee Shortfall)

shall be reallocated to the Class C Notes. The Nominal Liquidation Amount of each Tranche of Class B Notes shall be increased, and the Nominal Liquidation Amount Deficit of such Tranche shall be reduced, by the amount of such reallocation. The Nominal Liquidation Amount of each Tranche of Class C Notes shall be reduced, and the Nominal Liquidation Amount Deficit of such Tranche shall be increased, by the aggregate amount of such reallocation for all Tranches of Class B Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class C Notes to the Nominal Liquidation Amount of all Tranches of Class C Notes, each after giving effect to step (42) (Series Servicing Fee Shortfall from Class C Principal). Any such reallocation (or portion thereof) that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class C Notes below zero will be reallocated to the remaining Tranches of Class C Notes as set forth in this step (47), but in no event will the Nominal Liquidation Amount (after giving effect to this step (47)) of any Tranche of Class C Notes be reduced below zero.

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (25) of the Subordination Waterfall after giving effect to this step (47):

• Class A Usage of Class B Notes

• Class A Usage of Class C Notes

• Class B Usage of Class C Notes

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(48) Reallocation of Class C Nominal Liquidation Amount Deficit to Class D. For each Tranche of Class C Notes, an amount equal to the lesser of

(x) the Nominal Liquidation Amount Deficit for such Tranche after giving effect to step (47) (Reallocation of Class B Nominal Liquidation Amount Deficit to Class C) and

(y) the Class C Available Subordinated Amount of Class D Notes for such Tranche after step (24) of the Subordination Waterfall (Adjustments for Reallocation of Class B Nominal Liquidation Amount Deficit to Class D)

shall be reallocated to the Class D Notes. The Nominal Liquidation Amount of each Tranche of Class C Notes shall be increased, and the Nominal Liquidation Amount Deficit of such Tranche shall be reduced, by the amount of such reallocation. The Nominal Liquidation Amount of each Tranche of Class D Notes shall be reduced, and the Nominal Liquidation Amount Deficit of such Tranche shall be increased, by the aggregate amount of such reallocation for all Tranches of Class C Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class D Notes to the Nominal Liquidation Amount of all Tranches of Class D Notes, each after giving effect to step (46) Reallocation of Class B Nominal Liquidation Amount Deficit to Class D). Any such reallocation (or portion thereof) that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class D Notes below zero will be reallocated to the remaining Tranches of Class D Notes as set forth in this step (48), but in no event will the Nominal Liquidation Amount (after giving effect to this step (48)) of any Tranche of Class D Notes be reduced below zero.

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (26) of the Subordination Waterfall after giving effect to this step (48):

• Class A Usage of Class C Notes

• Class A Usage of Class D Notes

• Class B Usage of Class C Notes

• Class B Usage of Class D Notes

• Class C Usage of Class D Notes

(49) Withdrawal of Excess Deposits from Accumulation Reserve Subaccounts for use as Series Finance Charge Amounts. For each Tranche of DiscoverSeries Notes, an amount equal to the excess, if any, of

(x) the amount of deposits in the Accumulation Reserve Subaccount for such Tranche remaining after step (3) (Withdrawal from Accumulation Reserve Subaccounts to Cover Accumulation Negative Spread on Principal Funding Subaccounts), over

(y) the Targeted Accumulation Reserve Subaccount Deposit shall be withdrawn from the Accumulation Reserve Subaccount for such

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Tranche, deposited into the DiscoverSeries Collections Account, and treated as Series Finance Charge Amounts (to be added to the Series Finance Charge Amounts remaining after step (20) (Reimbursement of Class D Nominal Liquidation Amount Deficit from Series Finance Charge Amounts)).

(50) Targeted Deposit to Accumulation Reserve Subaccounts from Series Finance Charge Amounts. An amount equal to the lesser of

(x) the sum of the excess, if any, with respect to each Tranche of Notes, of

(i) the Targeted Accumulation Reserve Subaccount Deposit, over

(ii) the amount of deposits in the Accumulation Reserve Subaccount for such Tranche remaining after step (49) (Withdrawal of Excess Deposits from Accumulation Reserve Subaccounts for use as Series Finance Charge Amounts) and

(y) the Series Finance Charge Amounts after step (49)

shall be deposited into the Accumulation Reserve Account. The Series Finance Charge Amounts shall be reduced by the amount of such deposit. The amount deposited into the Accumulation Reserve Account pursuant to this step (50) shall be allocated to each Tranche of Notes pro rata based on the ratio of (A) the amount determined pursuant to clause (x) for such Tranche to (B) the sum of the amounts determined pursuant to clause (x) for all Tranches of Notes, and deposited into the applicable Accumulation Reserve Subaccount for such Tranche. The amount, if any, by which the amount determined in clause (x) above for all Tranches exceeds the amount determined in clause (y) above, shall be the “Accumulation Reserve Shortfall Amount.”

(51) Withdrawal of Excess Deposits from Class C Reserve Subaccounts for use as Series Finance Charge Amounts. For each Tranche of Class C Notes, an amount equal to the excess, if any, of

(x) the amount of deposits (including income earned on funds on deposit) in each Class C Reserve Subaccount for such Tranche remaining after step (44) (Class C Interest Allocation Shortfall from Class C Reserve Subaccount), over

(y) the Targeted Cumulative Class C Reserve Deposit for such Tranche

shall be withdrawn from the Class C Reserve Subaccount for such Tranche, deposited into the DiscoverSeries Collections Account, and treated as Series Finance Charge Amounts (to be added to the Series Finance Charge Amounts remaining after step (50) (Targeted Deposit to Accumulation Reserve Subaccounts from Series Finance Charge Amounts)); provided, however,

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that the amount to be withdrawn shall not exceed the difference between the amount in clause (x) and the Nominal Liquidation Amount Deficit for such Tranche after step (48) (Reallocation of Class C Nominal Liquidation Amount Deficit to Class D).

(52) Withdrawal of Excess Deposits from Class D Reserve Subaccounts for use as Series Finance Charge Amounts. For each Tranche of Class D Notes, an amount equal to the excess, if any, of

(x) the amount of deposits (including income earned on funds on deposit) in each Class D Reserve Subaccount for such Tranche remaining after step (45) (Class D Interest Allocation Shortfall from Class D Reserve Subaccount), over

(y) the Targeted Cumulative Class D Reserve Deposit for such Tranche

shall be withdrawn from the Class D Reserve Subaccount for such Tranche, deposited into the DiscoverSeries Collections Account, and treated as Series Finance Charge Amounts (to be added to the Series Finance Charge Amounts after step (51) (Withdrawal of Excess Deposits from Class C Reserve Subaccounts for use as Series Finance Charge Amounts)); provided, however, that the amount to be withdrawn shall not exceed the difference between the amount in clause (x) and the Nominal Liquidation Amount Deficit for such Tranche after step (48) (Reallocation of Class C Nominal Liquidation Amount Deficit to Class D).

(53) Targeted Deposit to Class C Reserve Subaccounts from Series Finance Charge Amounts. An amount equal to the lesser of

(x) the sum of the excess, if any, with respect to each Tranche of Class C Notes, of

(i) the Targeted Cumulative Class C Reserve Deposit for such Tranche, over

(ii) the amount of deposits (including income earned on funds on deposit) in the Class C Reserve Subaccount for such Tranche remaining after step (51) (Withdrawal of Excess Deposits from Class C Reserve Subaccounts for use as Series Finance Charge Amounts), and

(y) the Series Finance Charge Amounts after step (52) (Withdrawal of Excess Deposits from Class D Reserve Subaccounts for use as Series Finance Charge Amounts)

shall be deposited into the Class C Reserve Account. The Series Finance Charge Amounts shall be reduced by the amount of such deposit. The amount deposited into the Class C Reserve Account pursuant to this step (53) shall be allocated to each Tranche of Class C Notes pro rata based on the ratio of (A) the amount determined pursuant to clause (x) for such Tranche of Class C Notes to (B) the sum of the amounts determined pursuant to clause (x) for all Tranches of

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Class C Notes, and deposited into the applicable Class C Reserve Subaccount for such Tranche. The amount, if any, by which the amount determined in clause (x) above for all Tranches exceeds the amount determined in clause (y) above, shall be the “Class C Reserve Shortfall Amount.”

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (27) of the Subordination Waterfall after giving effect to this step (53):

• Class A Usage of Class C Notes

• Class B Usage of Class C Notes

(53A) Allocation from the DCMT Group One Finance Charge Collections Reallocation Account. The Calculation Agent shall notify the Master Servicer and the Master Trust Trustee for the DCMT of an amount equal to the product of

(x) the sum of:

(i) the Accumulation Reserve Shortfall Amount after step (50), and

(ii) the Class C Reserve Shortfall Amount after step (53) and

(y) the Series 2007-CC Collateral Certificate Percentage

which amount, together with any comparable amount determined pursuant to a provision comparable to this step (53A) in the Indenture Supplement for any other Series established in relation to the Note Issuance Trust, shall constitute the “Reserve Account Funding Shortfall” for purposes of Section 9(b)(8) of the Series 2007-CC Supplement. The Reserve Account Funding Shortfall shall be reduced by the amount of funds on deposit in the DCMT Group One Finance Charge Collections Reallocation Account allocable to the Series 2007-CC Collateral Certificate in accordance with clause (ii) of Section 9(b)(8) of the Series 2007-CC Supplement, and the portion of such amount that is allocable to the DiscoverSeries pursuant to the Indenture shall be deposited into the DiscoverSeries Collections Account; provided, however, that the Calculation Agent may direct the Master Trust Trustee for the DCMT to retain any funds in DCMT accounts that will be allocated to the DCMT accounts or paid to the Master Servicer for the DCMT in accordance with these Cash Flows, and any such amounts shall not be deposited into the DiscoverSeries Collections Account; and provided, further, that any such amounts shall nonetheless be treated as Reallocated Finance Charge Amounts hereunder and allocated as if they had been so deposited. The Reallocated Finance Charge Amounts shall be increased by the amount of such deposit. If and when any Additional Collateral Certificates are added to the Note Issuance Trust, any provisions to allocate the amount set forth in clause (x) of this step (53A) to such Additional Collateral Certificates shall be specified in the documents relating to such addition.

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(53B) Targeted Deposit to Accumulation Reserve Subaccounts from Reallocated Finance Charge Amounts. An amount equal to the lesser of

(x) the sum of the excess, if any, with respect to each Tranche of Notes, of

(i) the Targeted Accumulation Reserve Subaccount Deposit, over

(ii) the amount of deposits in the Accumulation Reserve Subaccount for such Tranche remaining after step (50) (Targeted Deposit to Accumulation Reserve Subaccounts from Series Finance Charge Amounts) and

(y) the Reallocated Finance Charge Amounts after step (53A) shall be deposited into the Accumulation Reserve Account. The Reallocated Finance Charge Amounts shall be reduced by the amount of such deposit. The amount deposited into the Accumulation Reserve Account pursuant to this step (53B) shall be allocated to each Tranche of Notes pro rata based on the ratio of (A) the amount determined pursuant to clause (x) for such Tranche to (B) the sum of the amounts determined pursuant to clause (x) for all Tranches of Notes, and deposited into the applicable Accumulation Reserve Subaccount for such Tranche.

(53C) Targeted Deposit to Class C Reserve Subaccounts from Reallocated Finance Charge Amounts. An amount equal to the lesser of

(x) the sum of the excess, if any, with respect to each Tranche of Class C Notes, of

(i) the Targeted Cumulative Class C Reserve Deposit for such Tranche, over

(ii) the amount of deposits (including income earned on funds on deposit) in the Class C Reserve Subaccount for such Tranche remaining after step (53) (Targeted Deposit to Class C Reserve Subaccounts from Series Finance Charge Amounts), and

(y) the Reallocated Finance Charge Amounts after step (53B) (Targeted Deposit to Accumulation Reserve Subaccounts from Reallocated Finance Charge Amounts)

shall be deposited into the Class C Reserve Account. The Reallocated Finance Charge Amounts shall be reduced by the amount of such deposit. The amount deposited into the Class C Reserve Account pursuant to this step (53C) shall be allocated to each Tranche of Class C Notes pro rata based on the ratio of (A) the amount determined pursuant to clause (x) for such Tranche of Class C Notes to (B) the sum of the amounts determined pursuant to clause (x) for all Tranches of Class C Notes, and deposited into the applicable Class C Reserve Subaccount for such Tranche.

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The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (27) of the Subordination Waterfall after giving effect to this step (53C):

• Class A Usage of Class C Notes

• Class B Usage of Class C Notes

(54) Targeted Deposit to Class D Reserve Subaccounts from Series Finance Charge Amounts. An amount equal to the lesser of

(x) the sum of the excess, if any, with respect to each Tranche of Class D Notes, of

(i) the Targeted Cumulative Class D Reserve Deposit for such Tranche, over

(ii) the amount of deposits (including income earned on funds on deposit) in the Class D Reserve Subaccount for such Tranche remaining after step (52) (Withdrawal of Excess Deposits from Class D Reserve Subaccounts for use as Series Finance Charge Amounts), and

(y) the Series Finance Charge Amounts remaining after step (53) (Targeted Deposit to Class C Reserve Subaccounts from Series Finance Charge Amounts)

shall be deposited into the Class D Reserve Account. The Series Finance Charge Amounts shall be reduced by the amount of such deposit. The amount deposited into the Class D Reserve Account pursuant to this step (54) shall be allocated to each Tranche of Class D Notes pro rata based on the ratio of (A) the amount determined pursuant to clause (x) for such Tranche of Class D Notes to (B) the sum of the amounts determined pursuant to clause (x) for all Tranches of Class D Notes, and deposited into the applicable Class D Reserve Subaccount for such Tranche.

The following Usage amounts (and any related Available Subordinated Amounts) shall be adjusted in accordance with step (28) of the Subordination Waterfall after giving effect to this step (54):

• Class A Usage of Class D Notes

• Class B Usage of Class D Notes

• Class C Usage of Class D Notes

(55) Other Deposits and Payments from Series Finance Charge Amounts. If required by the Terms Documents for any Class or Tranche of Notes, any other payment or deposit shall be made from Series Finance Charge Amounts remaining after step (54) (Targeted Deposit to Class D Reserve Subaccounts from Series Finance Charge Amounts) as required

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thereby. Unless otherwise specified in any applicable Terms Document, all allocations under this step (55) shall be made pro rata based on the ratio of the amount of the targeted payment or deposit for each Tranche of Notes to the aggregate amount of the targeted payments or deposits for all Tranches of Notes. Notwithstanding the foregoing, this step (55) may be subdivided into sequential payment steps to the extent required under any Terms Document.

(56) Reallocation of Series Finance Charge Amounts to the DCMT Group One Finance Charge Collections Reallocation Account. A positive amount, if any, equal to the product of

(x) the amount of Series Finance Charge Amounts remaining after step (55) (Other Deposits and Payments from Series Finance Charge Amounts), minus the sum of:

(i) for so long as any series issued by the DCMT is outstanding that is not designated as an “Interchange Series” in accordance with the DCMT Pooling and Servicing Agreement and the series supplement for such series, the portion of the Series Interchange for the Series 2007-CC Collateral Certificate that is allocated to the DiscoverSeries in accordance with the Indenture,

(ii) all amounts withdrawn from the Accumulation Reserve Subaccounts and treated as Series Finance Charge Amounts pursuant to step (49) (Withdrawal of Excess Deposits from Accumulation Reserve Subaccounts for use as Series Finance Charge Amounts),

(iii) all amounts withdrawn from the Class C Reserve Subaccounts and treated as Series Finance Charge Amounts pursuant to step (51) (Withdrawal of Excess Deposits from Class C Reserve Subaccounts for use as Series Finance Charge Amounts), and

(iv) all amounts withdrawn from the Class D Reserve Subaccounts and treated as Series Finance Charge Amounts pursuant to step (52) (Withdrawal of Excess Deposits from Class D Reserve Subaccounts for use as Series Finance Charge Amounts), and

(y) the Series 2007-CC Collateral Certificate Percentage shall be paid to the Master Trust Trustee for the DCMT for deposit in the DCMT Group One Finance Charge Collections Reallocation Account; provided, however, that such amount shall only be so paid to the extent necessary for application to cover shortfalls for other series issued by the DCMT in accordance with the series supplements to the DCMT Pooling and Servicing Agreement for

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such other series. The Series Finance Charge Amounts shall be reduced by the amount of such payment. If and when any Additional Collateral Certificates are added to the Note Issuance Trust, any provisions to allocate the amount set forth in clause (x) of this step (56) to such Additional Collateral Certificates shall be specified in the documents relating to such addition.

(57) Reallocation of Series Finance Charge Amounts to the DCMT Group One Interchange Reallocation Account. A positive amount, if any, equal to the product of

(x) the amount of Series Finance Charge Amounts remaining after step (56) (Reallocation of Series Finance Charge Amounts to the DCMT Group One Finance Charge Collections Reallocation Account), minus the sum of:

(i) all amounts withdrawn from the Accumulation Reserve Subaccounts and treated as Series Finance Charge Amounts pursuant to step (49) (Withdrawal of Excess Deposits from Accumulation Reserve Subaccounts for use as Series Finance Charge Amounts),

(ii) all amounts withdrawn from the Class C Reserve Subaccounts and treated as Series Finance Charge Amounts pursuant to step (51) (Withdrawal of Excess Deposits from Class C Reserve Subaccounts for use as Series Finance Charge Amounts), and

(iii) all amounts withdrawn from the Class D Reserve Subaccounts and treated as Series Finance Charge Amounts pursuant to step (52) (Withdrawal of Excess Deposits from Class D Reserve Subaccounts for use as Series Finance Charge Amounts), and

(y) the Series 2007-CC Collateral Certificate Percentage

shall be paid to the Master Trust Trustee for the DCMT for deposit in the DCMT Group One Interchange Reallocation Account; provided, however, that such amount shall only be so paid to the extent necessary for application to cover shortfalls for other series issued by the DCMT in accordance with the series supplements to the DCMT Pooling and Servicing Agreement for such other series. The Series Finance Charge Amounts shall be reduced by the amount of such payment. If and when any Additional Collateral Certificates are added to the Note Issuance Trust, any provisions to allocate the amount set forth in clause (x) of this step (57) to such Additional Collateral Certificates shall be specified in the documents relating to such addition.

(58) Other Deposits and Payments from Series Finance Charge Amounts. If required by the Terms Documents for any Class or Tranche of Notes, any other payment or deposit shall be made from Series Finance Charge Amounts remaining after step (57) (Reallocation of Series Finance Charge Amounts to the DCMT Group One Interchange

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Reallocation Account) as required thereby. Unless otherwise specified in any applicable Terms Document, all allocations under this step (58) shall be made pro rata based on the ratio of the amount of the targeted payment or deposit for each Tranche of Notes to the aggregate amount of the targeted payments or deposits for all Tranches of Notes. Notwithstanding the foregoing, this step (58) may be subdivided into sequential payment steps to the extent required under any Terms Document.

(59) Withdrawal of Prefunding Excess Amounts for use as Series Principal Amounts. The Prefunding Excess Amount for each Tranche of Notes shall be withdrawn from the Principal Funding Subaccount for such Tranche, deposited into the DiscoverSeries Collections Account and treated as Series Principal Amounts (to be added to the Series Principal Amounts remaining after step (43) (Series Servicing Fee Shortfall from Class B Principal)). The Nominal Liquidation Amount of such Tranche shall be increased by such amount of withdrawal.

(60) Targeted Principal Deposits for Class A from Series Principal Amounts. An amount equal to the lesser of

(x) the sum of the Targeted Principal Deposits for all Tranches of Class A Notes and

(y) the Series Principal Amounts after step (59) (Withdrawal of Prefunding Excess Amounts for use as Series Principal Amounts)

shall be deposited into the Principal Funding Account. The Series Principal Amounts shall be reduced by the amount of such deposit. The amount deposited into the Principal Funding Account pursuant to this step (60) shall be allocated to each Tranche of Class A Notes, first, pro rata based on the ratio of (A) the Targeted Principal Deposit for such Tranche minus the Targeted Prefunding Deposit for such Tranche to (B) the sum of the Targeted Principal Deposits minus the sum of the Targeted Prefunding Deposits for all Tranches of Class A Notes, and after the amount set forth in clause (A) above has been deposited in full for each Tranche of Class A Notes, second, pro rata based on the ratio of (A) the Targeted Prefunding Deposit for such Tranche to (B) the sum of the Targeted Prefunding Deposits for all Tranches of Class A Notes. The Nominal Liquidation Amount of each Tranche of Class A Notes shall be reduced by the amount of such allocation. The amount by which the Targeted Prefunding Deposit for each Tranche of Class A Notes exceeds the amount of the second allocation hereunder shall be the “Class A Tranche Prefunding Shortfall” for such Tranche. The amount by which the Targeted Principal Deposit for each Tranche of Class A Notes exceeds the total amount of such deposits shall be the “Class A Tranche Principal Shortfall” for such Tranche.

(61) Targeted Principal Deposits for Class B from Series Principal Amounts. An amount equal to the least of

(x) the sum of the Targeted Principal Deposits for all Tranches of Class B Notes,

(y) the Nominal Liquidation Amount of all Tranches of Class B Notes after giving effect to step (59) (Withdrawal of Prefunding Excess Amounts for use as Series Principal Amounts), minus the Class A

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Available Subordinated Amount of Class B Notes for all Tranches of Class A Notes after step (25) of the Subordination Waterfall (Adjustments for Reallocation of Class B Nominal Liquidation Amount Deficit to Class C) and

(z) the Series Principal Amounts remaining after step (60) (Targeted Principal Deposits for Class A from Series Principal Amounts)

shall be deposited into the Principal Funding Account. The Series Principal Amounts shall be reduced by the amount of such deposit. The amount deposited into the Principal Funding Account pursuant to this step (61) shall be allocated to each Tranche of Class B Notes, first, pro rata based on the ratio of (A) the Targeted Principal Deposit for such Tranche minus the Targeted Prefunding Deposit for such Tranche to (B) the sum of the Targeted Principal Deposits minus the sum of the Targeted Prefunding Deposits for all Tranches of Class B Notes, and after the amount set forth in clause (A) above has been paid in full for each Tranche of Class B Notes, second, pro rata based on the ratio of (A) the Targeted Prefunding Deposit for such Tranche to (B) the sum of the Targeted Prefunding Deposits for all Tranches of Class B Notes. The Nominal Liquidation Amount of each Tranche of Class B Notes shall be reduced by the amount of such allocation. The amount by which the Targeted Prefunding Deposit for each Tranche of Class B Notes exceeds the amount of the second allocation hereunder shall be the “Class B Tranche Prefunding Shortfall” for such Tranche. The amount by which the Targeted Principal Deposit for each Tranche of Class B Notes exceeds the total amount of such deposits shall be the “Class B Tranche Principal Shortfall” for such Tranche.

(62) Targeted Principal Deposits for Class C from Series Principal Amounts. An amount equal to the least of

(x) the sum of the Targeted Principal Deposits for all Tranches of Class C Notes,

(y) the Nominal Liquidation Amount of all Tranches of Class C Notes after giving effect to step (59) (Withdrawal of Prefunding Excess Amounts for use as Series Principal Amounts), minus the sum of

(i) the aggregate Class A Available Subordinated Amount of Class C Notes for all Tranches of Class A Notes with a Required Subordinated Amount of Class B Notes equal to zero after step (27) of the Subordination Waterfall (Adjustments for Targeted Deposit to Class C Reserve Subaccounts from Series Finance Charge Amounts) and

(ii) the aggregate Class B Available Subordinated Amount of Class C Notes for all Tranches of Class B Notes after step (27) of the Subordination Waterfall, and

(z) the Series Principal Amounts remaining after step (61) (Targeted Principal Deposits for Class B from Series Principal Amounts)

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shall be deposited into the Principal Funding Account. The Series Principal Amounts shall be reduced by the amount of such deposit. The amount deposited into the Principal Funding Account pursuant to this step (62) shall be allocated to each Tranche of Class C Notes, first, pro rata based on the ratio of (A) the Targeted Principal Deposit for such Tranche minus the Targeted Prefunding Deposit for such Tranche to (B) the sum of the Targeted Principal Deposits minus the sum of the Targeted Prefunding Deposits for all Tranches of Class C Notes, and after the amount set forth in clause (A) above has been paid in full for each Tranche of Class C Notes, second, pro rata based on the ratio of (A) the Targeted Prefunding Deposit for such Tranche to (B) the sum of the Targeted Prefunding Deposits for all Tranches of Class C Notes. The Nominal Liquidation Amount of each Tranche of Class C Notes shall be reduced by the amount of such allocation. The amount by which the Targeted Prefunding Deposit for each Tranche of Class C Notes exceeds the amount of the second allocation hereunder shall be the “Class C Tranche Prefunding Shortfall” for such Tranche. The amount by which the Targeted Principal Deposit for each Tranche of Class C Notes exceeds the total amount of such deposits shall be the “Class C Tranche Principal Shortfall” for such Tranche.

(63) Targeted Principal Deposits for Class D from Series Principal Amounts. An amount equal to the least of

(x) the sum of the Targeted Principal Deposits for all Tranches of Class D Notes,

(y) the Nominal Liquidation Amount of all Tranches of Class D Notes after giving effect to step (48) (Reallocation of Class C Nominal Liquidation Amount Deficit to Class D), minus the aggregate Class C Available Subordinated Amount of Class D Notes for all Tranches of Class C Notes after step (28) of the Subordination Waterfall (Adjustments for Targeted Deposit to Class D Reserve Subaccounts from Series Finance Charge Amounts) and

(z) the Series Principal Amounts remaining after step (62) (Targeted Principal Deposits for Class C from Series Principal Amounts) shall be deposited into the Principal Funding Account. The Series Principal Amounts shall be reduced by the amount of such deposit. The amount deposited into the Principal Funding Account pursuant to this step (63) shall be allocated to each Tranche of Class D Notes pro rata based on the ratio of (A) the Targeted Principal Deposit for such Tranche to (B) the sum of the Targeted Principal Deposits for all Tranches of Class D Notes. The Nominal Liquidation Amount of each Tranche of Class D Notes shall be reduced by the amount of such allocation. The amount by which the Targeted Principal Deposit for each Tranche of Class D Notes exceeds the total amount of such deposits shall be the “Class D Tranche Principal Shortfall” for such Tranche.

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(64) Allocation from the DCMT Group One Principal Collections Reallocation Account for Principal Shortfalls other than Prefunding Shortfalls. The Calculation Agent shall notify the Master Servicer and the Master Trust Trustee for the DCMT of the amount equal to the product of

(x) the sum of

(i) the Class A Tranche Principal Shortfall minus the Class A Tranche Prefunding Shortfall, in each case after step (60) (Targeted Principal Deposits for Class A from Series Principal Amounts),

(ii) the Class B Tranche Principal Shortfall minus the Class B Tranche Prefunding Shortfall, in each case after step (61) (Targeted Principal Deposits for Class B from Series Principal Amounts),

(iii) the Class C Tranche Principal Shortfall minus the Class C Tranche Prefunding Shortfall, in each case after step (62) (Targeted Principal Deposits for Class C from Series Principal Amounts) and

(iv) the Class D Tranche Principal Shortfall after step (63) (Targeted Principal Deposits for Class D from Series Principal Amounts),

in each case for each Tranche of Notes for which an Early Redemption Event (other than an Excess Spread Early Redemption Event for which an Excess Spread Early Redemption Cure has occurred) or an Event of Default has not occurred, and

(y) the Series 2007-CC Collateral Certificate Percentage

which amount, together with any comparable amount determined pursuant to a provision comparable to this step (64) in the Indenture Supplement for any other Series established in relation to the Note Issuance Trust, shall constitute the “Class A Principal Distribution Amount Shortfall” for purposes of Section 9(b)(15) of the Series 2007-CC Supplement. The Class A Principal Distribution Amount Shortfall shall be reduced by the amount of funds on deposit in the DCMT Group One Principal Collections Reallocation Account allocable to the Series 2007-CC Collateral Certificate in accordance with Section 9(b)(15) of the Series 2007-CC Supplement, and the portion of such amount that is allocable to the DiscoverSeries pursuant to the Indenture shall be deposited into the DiscoverSeries Collections Account. The amounts deposited into the DiscoverSeries Collections Account under this step (64) are the “Reallocated Principal Amounts.” If and when any Additional Collateral Certificates are added to the Note Issuance Trust, any provisions to allocate the amount set forth in clause (x) of this step (64) to such Additional Collateral Certificates shall be specified in the documents relating to such addition.

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(65) Allocation from the DCMT Group One Principal Collections Reallocation Account for Prefunding Shortfalls. The Calculation Agent shall notify the Master Servicer and the Master Trust Trustee for the DCMT of the amount equal to the product of

(x) the sum of

(i) the Class A Tranche Prefunding Shortfall after step (60) (Targeted Principal Deposits for Class A from Series Principal Amounts),

(ii) the Class B Tranche Prefunding Shortfall after step (61) (Targeted Principal Deposits for Class B from Series Principal Amounts) and

(iii) the Class C Tranche Prefunding Shortfall after step (62) (Targeted Principal Deposits for Class C from Series Principal Amounts), and

(y) the Series 2007-CC Collateral Certificate Percentage

which amount, together with any comparable amount determined pursuant to a provision comparable to this step (65) in the Indenture Supplement for any other Series established in relation to the Note Issuance Trust, shall constitute the “Unscheduled Principal Distribution Amount Shortfall” for purposes of Section 9(b)(17) of the Series 2007-CC Supplement. The Unscheduled Principal Distribution Amount Shortfall shall be reduced by the amount of funds on deposit in the DCMT Group One Principal Collections Reallocation Account allocable to the Series 2007-CC Collateral Certificate in accordance with Section 9(b)(17) of the Series 2007-CC Supplement, and the portion of such amount that is allocable to the DiscoverSeries pursuant to the Indenture shall be deposited into the DiscoverSeries Collections Account. The amounts deposited into the DiscoverSeries Collections Account under this step (65) shall be added to the Reallocated Principal Amounts after step (64) (Allocation from the DCMT Group One Principal Collections Reallocation Account for Principal Shortfalls other than Prefunding Shortfalls). If and when any Additional Collateral Certificates are added to the Note Issuance Trust, any provisions to allocate the amount set forth in clause (x) of this step (65) to such Additional Collateral Certificates shall be specified in the documents relating to such addition.

(66) Class A Tranche Principal Shortfalls from Reallocated Principal Amounts. An amount equal to the lesser of

(x) the sum of the Class A Tranche Principal Shortfalls minus the Class A Tranche Prefunding Shortfalls for all Tranches of Class A Notes for which an Early Redemption Event or an Event of Default has not occurred, in each case after step (60) (Targeted Principal Deposits for Class A from Series Principal Amounts) and

(y) the Reallocated Principal Amounts after step (65) (Allocation from the DCMT Group One Principal Collections Reallocation Account for Prefunding Shortfalls)

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shall be deposited into the Principal Funding Account. The Reallocated Principal Amounts shall be reduced by the amount of such deposit. The amount deposited into the Principal Funding Account pursuant to this step (66) shall be allocated to each Tranche of Class A Notes for which an Early Redemption Event or an Event of Default has not occurred pro rata on the basis of the ratio of (A) the Class A Tranche Principal Shortfall minus the Class A Tranche Prefunding Shortfalls for such Tranche to (B) the sum of the Class A Tranche Principal Shortfalls minus the Class A Tranche Prefunding Shortfalls for all Tranches of Class A Notes for which an Early Redemption Event or an Event of Default has not occurred. The Nominal Liquidation Amount and the Class A Tranche Principal Shortfall of each Tranche of Class A Notes shall be reduced by the amount of such allocation. For purposes of this step (66), if the only Early Redemption Event that has occurred for a Tranche of Class A Notes is an Excess Spread Early Redemption Event for which an Excess Spread Early Redemption Cure has occurred, such Tranche shall be treated as if an Early Redemption Event has not occurred.

(67) Class A Tranche Prefunding Shortfalls from Reallocated Principal Amounts. An amount equal to the lesser of

(x) the sum of the Class A Tranche Prefunding Shortfalls for all Tranches of Class A Notes after step (60) (Targeted Principal Deposits for Class A from Series Principal Amounts) and

(y) the Reallocated Principal Amounts remaining after step (66) (Class A Tranche Principal Shortfalls from Reallocated Principal Amounts) shall be deposited into the Principal Funding Account. The Reallocated Principal Amounts

shall be reduced by the amount of such deposit. The amount deposited into the Principal Funding Account pursuant to this step (67) shall be allocated to each Tranche of Class A Notes pro rata on the basis of the ratio of (A) the Class A Tranche Prefunding Shortfall for such Tranche to (B) the sum of the Class A Tranche Prefunding Shortfalls for all Tranches of Class A Notes. The Nominal Liquidation Amount, the Class A Tranche Principal Shortfall and the Class A Tranche Prefunding Shortfall of each Tranche of Class A Notes shall be reduced by the amount of such allocation.

(68) Class B Tranche Principal Shortfalls from Reallocated Principal Amounts. An amount equal to the lesser of

(x) the sum of the Class B Tranche Principal Shortfalls minus the Class B Tranche Prefunding Shortfalls for all Tranches of Class B Notes for which an Early Redemption Event or an Event of Default has not occurred, in each case after step (61) (Targeted Principal Deposits for Class B from Series Principal Amounts) and

(y) the Reallocated Principal Amounts remaining after step (67) (Class A Tranche Prefunding Shortfalls from Reallocated Principal Amounts)

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shall be deposited into the Principal Funding Account. The Reallocated Principal Amounts shall be reduced by the amount of such deposit. The amount deposited into the Principal Funding Account pursuant to this step (68) shall be allocated to each Tranche of Class B Notes for which an Early Redemption Event or an Event of Default has not occurred pro rata on the basis of the ratio of (A) the Class B Tranche Principal Shortfall minus the Class B Tranche Prefunding Shortfall for such Tranche to (B) the sum of the Class B Tranche Principal Shortfalls minus the Class B Tranche Prefunding Shortfalls for all Tranches of Class B Notes for which an Early Redemption Event or an Event of Default has not occurred. The Nominal Liquidation Amount and the Class B Tranche Principal Shortfall of each Tranche of Class B Notes shall be reduced by the amount of such allocation. For purposes of this step (68), if the only Early Redemption Event that has occurred for a Tranche of Class B Notes is an Excess Spread Early Redemption Event for which an Excess Spread Early Redemption Cure has occurred, such Tranche shall be treated as if an Early Redemption Event has not occurred.

(69) Class B Tranche Prefunding Shortfalls from Reallocated Principal Amounts. An amount equal to the lesser of

(x) the sum of the Class B Tranche Prefunding Shortfalls for all Tranches of Class B Notes after step (61) (Targeted Principal Deposits for Class B from Series Principal Amounts) and

(y) the Reallocated Principal Amounts remaining after step (68) (Class B Tranche Principal Shortfalls from Reallocated Principal Amounts)

shall be deposited into the Principal Funding Account. The Reallocated Principal Amounts shall be reduced by the amount of such deposit. The amount deposited into the Principal Funding Account pursuant to this step (69) shall be allocated to each Tranche of Class B Notes pro rata on the basis of the ratio of (A) the Class B Tranche Prefunding Shortfall for such Tranche to (B) the sum of Class B Tranche Prefunding Shortfalls for all Tranches of Class B Notes. The Nominal Liquidation Amount, the Class B Tranche Principal Shortfall and the Class B Tranche Prefunding Shortfall of each Tranche of Class B Notes shall be reduced by the amount of such allocation.

(70) Class C Tranche Principal Shortfalls from Reallocated Principal Amounts. An amount equal to the lesser of

(x) the sum of the Class C Tranche Principal Shortfalls minus the Class C Tranche Prefunding Shortfalls for all Tranches of Class C Notes for which an Early Redemption Event or an Event of Default has not occurred, in each case after step (62) (Targeted Principal Deposits for Class C from Series Principal Amounts) and

(y) the Reallocated Principal Amounts remaining after step (69) (Class B Tranche Prefunding Shortfalls from Reallocated Principal Amounts)

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shall be deposited into the Principal Funding Account. The Reallocated Principal Amounts shall be reduced by the amount of such deposit. The amount deposited into the Principal Funding Account pursuant to this step (70) shall be allocated to each Tranche of Class C Notes for which an Early Redemption Event or an Event of Default has not occurred pro rata on the basis of the ratio of (A) the Class C Tranche Principal Shortfall minus the Class C Tranche Prefunding Shortfall for such Tranche to (B) the sum of the Class C Tranche Principal Shortfalls minus the Class C Tranche Prefunding Shortfalls for all Tranches of Class C Notes for which an Early Redemption Event or an Event of Default has not occurred. The Nominal Liquidation Amount and the Class C Tranche Principal Shortfall of each Tranche of Class C Notes shall be reduced by the amount of such allocation. For purposes of this step (70), if the only Early Redemption Event that has occurred for a Tranche of Class C Notes is an Excess Spread Early Redemption Event for which an Excess Spread Early Redemption Cure has occurred, such Tranche shall be treated as if an Early Redemption Event has not occurred.

(71) Class C Tranche Prefunding Shortfalls from Reallocated Principal Amounts. An amount equal to the lesser of

(x) the sum of the Class C Tranche Prefunding Shortfalls for all Tranches of Class C Notes after step (62) (Targeted Principal Deposits for Class C from Series Principal Amounts) and

(y) the Reallocated Principal Amounts remaining after step (70) (Class C Tranche Principal Shortfalls from Reallocated Principal Amounts)

shall be deposited into the Principal Funding Account. The Reallocated Principal Amounts shall be reduced by the amount of such deposit. The amount deposited into the Principal Funding Account pursuant to this step (71) shall be allocated to each Tranche of Class C Notes pro rata on the basis of the ratio of (A) the Class C Tranche Prefunding Shortfall for such Tranche to (B) the sum of the Class C Tranche Prefunding Shortfalls for all Tranches of Class C Notes. The Nominal Liquidation Amount, the Class C Tranche Principal Shortfall and the Class C Tranche Prefunding Shortfall of each Tranche of Class C Notes shall be reduced by the amount of such allocation.

(72) Class D Tranche Principal Shortfalls from Reallocated Principal Amounts. An amount equal to the lesser of

(x) the sum of the Class D Tranche Principal Shortfalls for all Tranches of Class D Notes for which an Early Redemption Event or an Event of Default has not occurred after step (63) (Targeted Principal Deposits for Class D from Series Principal Amounts), and

(y) the Reallocated Principal Amounts remaining after step (71) (Class C Tranche Prefunding Shortfalls from Reallocated Principal Amounts)

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shall be deposited into the Principal Funding Account. The Reallocated Principal Amounts shall be reduced by the amount of such deposit. The amount deposited into the Principal Funding Account pursuant to this step (72) shall be allocated to each Tranche of Class D Notes for which an Early Redemption Event or an Event of Default has not occurred pro rata on the basis of the ratio of (A) the Class D Tranche Principal Shortfall for such Tranche to (B) the sum of the Class D Tranche Principal Shortfalls for all Tranches of Class D Notes for which an Early Redemption Event or an Event of Default has not occurred. The Nominal Liquidation Amount and the Class D Tranche Principal Shortfall of each Tranche of Class D Notes shall be reduced by the amount of such allocation. For purposes of this step (72), if the only Early Redemption Event that has occurred for a Tranche of Class D Note is an Excess Spread Early Redemption Event for which an Excess Spread Early Redemption Cure has occurred, such Tranche shall be treated as if an Early Redemption Event has not occurred.

(73) Reimbursement of Class C Nominal Liquidation Amount Deficit from Class C Reserve Subaccounts. For each Tranche of Class C Notes, an amount equal to the lesser of

(x) the Nominal Liquidation Amount Deficit for such Tranche after step (48) (Reallocation of Class C Nominal Liquidation Amount Deficit to Class D) and

(y) the amount on deposit (including income earned on funds on deposit) in the Class C Reserve Subaccount for such Tranche

shall be withdrawn from the Class C Reserve Subaccount for such Tranche, deposited into the DiscoverSeries Collections Account and treated as Series Principal Amounts (to be added to the Series Principal Amounts remaining after step (63) (Targeted Principal Deposits for Class D from Series Principal Amounts)). The Nominal Liquidation Amount for such Tranche shall be increased by the amount of such deposit. The Cumulative Class C Reserve Reimbursement Amount after step (27) of the Subordination Waterfall (Adjustments for Targeted Deposit to Class C Reserve Subaccounts from Series Finance Charge Amounts) shall be increased by the aggregate amount of such deposits.

(74) Reimbursement of Class D Nominal Liquidation Amount Deficit from Class D Reserve Subaccounts. For each Tranche of Class D Notes, an amount equal to the lesser of

(x) the Nominal Liquidation Amount Deficit for such Tranche after step (48) (Reallocation of Class C Nominal Liquidation Amount Deficit to Class D) and

(y) the amount on deposit (including income earned on funds on deposit) in the Class D Reserve Subaccount for such Tranche shall be withdrawn from the Class D Reserve Subaccount for such Tranche, deposited into the DiscoverSeries Collections Account and treated as Series Principal Amounts (to be added to the Series Principal Amounts after step (73) (Reimbursement of Class C

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Nominal Liquidation Amount Deficit from Class C Reserve Subaccounts)). The Nominal Liquidation Amount for such Tranche shall be increased by the amount of such deposit. The Cumulative Class D Reserve Reimbursement Amount after step (28) of the Subordination Waterfall (Adjustments for Targeted Deposit to Class D Reserve Subaccounts from Series Finance Charge Amounts) shall be increased by the aggregate amount of such deposits.

(75) Principal Payments from Receivables Sale Proceeds. If the Indenture Trustee has commenced a Receivables Sale for any Tranches of Notes, an amount equal to the lesser of

(x) the Adjusted Outstanding Dollar Principal Amount of such Tranche and

(y) the Receivables Sale Proceeds received with respect to such Tranche shall be deposited into the Principal Funding Subaccount for such Tranche.

(76) Interest Payments from Receivables Sale Proceeds. If the Indenture Trustee has commenced a Receivables Sale for any Tranche of Notes, an amount equal to the Receivables Sale Proceeds received with respect to such Tranche remaining after step (75) (Principal Payments from Receivables Sale Proceeds), up to the amount of all accrued and unpaid interest on such Tranche and any other amounts (other than amounts with respect to principal) due with respect to such Tranche as set forth in this Indenture Supplement or the applicable Terms Document, shall be deposited into the Interest Funding Subaccount for such Tranche.

(77) Allocation of Unused Sales Proceeds. If the Indenture Trustee has commenced a Receivables Sale for any Tranche of Notes, after final payment to such Tranche pursuant to Section 505 of the Indenture, an amount equal to the product of

(x) the Receivables Sale Proceeds received with respect to such Tranche remaining after step (76) (Interest Payments from Receivables Sale Proceeds) and

(y) the Series 2007-CC Collateral Certificate Percentage shall be distributed in accordance with Section 703 of the Indenture. If and when any Additional Collateral Certificates are added to the Note Issuance Trust, any provisions to allocate the amount set forth in clause (x) of this step (77) to such Additional Collateral Certificates shall be specified in the documents relating to such addition.

(78) Allocation of Series Finance Charge Amounts. The Series Finance Charge Amounts remaining after step (58) (Other Deposits and Payments from Series Finance Charge Amounts) shall be distributed to the Beneficiary (as defined in the Trust Agreement) in accordance with Section 4.01 of the Trust Agreement.

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(79) Reallocation of Series Principal Amounts to the DCMT Group One Principal Collections Reallocation Account. An amount equal to the product of

(x) the amount of Series Principal Amounts remaining after step (74) (Reimbursement of Class D Nominal Liquidation Amount Deficit from Class D Reserve Subaccounts) and

(y) the Series 2007-CC Collateral Certificate Percentage

shall be paid to the Master Trust Trustee for the DCMT for deposit in the DCMT Group One Principal Collections Reallocation Account; provided, however, that such amount shall only be so paid to the extent necessary for application to cover shortfalls for other series issued by the DCMT in accordance with the series supplements to the DCMT Pooling and Servicing Agreement for such other series. The Series Principal Amounts shall be reduced by the amount of such payment. If and when any Additional Collateral Certificates are added to the Note Issuance Trust, any provisions to allocate the amount set forth in clause (x) of this step (79) to such Additional Collateral Certificates shall be specified in the documents relating to such addition.

(80) Remaining Series Principal Amounts to Collections Account for the DCMT for Reinvestment in New Receivables. An amount equal to the amount of Series Principal Amounts remaining after step (79) (Reallocation of Series Principal Amounts to the DCMT Group One Principal Collections Reallocation Account) shall be paid to the Master Trust Trustee for the DCMT for deposit in the Collections Account for the DCMT and reinvestment in new receivables (or retention in such Collections Account pending availability of new receivables). If and when any Additional Collateral Certificates are added to the Note Issuance Trust, any provisions to allocate the amount referred to in this step (80) to such Additional Collateral Certificates shall be specified in the documents relating to such addition.

Section 3.02. Available Subordinated Amounts and Usages. The Calculation Agent shall make the following determinations and adjustments; provided, however, that (i) no Available Subordinated Amount or Usage of Available Subordinated Amounts for any Tranche of Notes shall be reduced below zero or increased above the applicable Required Subordinated Amount of a Subordinated Class of Notes for such Tranche.

(1) Initial Calculation of Required Subordinated Amounts, Available Subordinated Amounts and Usage. On or before each Distribution Date, the Calculation Agent shall determine each of the following:

(a) for each Tranche of Class A Notes, the Required Subordinated Amount of Class B Notes, the Required Subordinated Amount of Class C Notes and the Required Subordinated Amount of Class D Notes, in each case after giving effect to all adjustments to the Nominal Liquidation Amount for such Tranche occurring on the prior Distribution Date and as a result of any release of Prefunding Excess Amounts occurring subsequent to such Distribution Date but prior to the current Distribution Date;

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(b) for each Tranche of Class A Notes, the Class A Usage of Class B Notes, the Class A Usage of Class C Notes and the Class A Usage of Class D Notes, which in each case shall be the applicable Usage as of the end of the prior Distribution Date; provided that the Class A Usage of Class B Notes, the Class A Usage of Class C Notes and the Class A Usage of Class D Notes for the first Distribution Date for such Tranche shall be zero;

(c) for each Tranche of Class A Notes, the Class A Available Subordinated Amount of Class B Notes, the Class A Available Subordinated Amount of Class C Notes and the Class A Available Subordinated Amount of Class D Notes, which in each case shall be the applicable Required Subordinated Amount determined pursuant to clause (a) minus the applicable Usage determined pursuant to clause (b);

(d) for each Tranche of Class B Notes, the Required Subordinated Amount of Class C Notes and the Required Subordinated Amount of Class D Notes, in each case after giving effect to all adjustments to the Nominal Liquidation Amount for such Tranche occurring on the prior Distribution Date and as a result of any release of Prefunding Excess Amounts occurring subsequent to such Distribution Date but prior to the current Distribution Date;

(e) for each Tranche of Class B Notes, the Class B Usage of Class C Notes and the Class B Usage of Class D Notes, which in each case shall be the applicable Usage as of the end of the prior Distribution Date; provided that the Class B Usage of Class C Notes and the Class B Usage of Class D Notes for the first Distribution Date for such Tranche shall be zero;

(f) for each Tranche of Class B Notes, the Class B Available Subordinated Amount of Class C Notes and the Class B Available Subordinated Amount of Class D Notes, which in each case shall be the applicable Required Subordinated Amount determined pursuant to clause (d) minus the applicable Usage determined pursuant to clause (e);

(g) for each Tranche of Class C Notes, the Required Subordinated Amount of Class D Notes after giving effect to all adjustments to the Nominal Liquidation Amount for such Tranche occurring on the prior Distribution Date and as a result of any release of Prefunding Excess Amounts occurring subsequent to such Distribution Date but prior to the current Distribution Date;

(h) for each Tranche of Class C Notes, the Class C Usage of Class D Notes, which shall be the applicable Usage as of the end of the prior Distribution Date; provided that the Class C Usage of Class D Notes for the first Distribution Date for such Tranche shall be zero;

(i) for each Tranche of Class C Notes, the Class C Available Subordinated Amount of Class D Notes, which shall be the applicable Required Subordinated Amount determined pursuant to clause (g) minus the applicable Usage determined pursuant to clause (h);

(j) the Cumulative Class C Reserve Reimbursement Amount, which shall be the Cumulative Class C Reserve Reimbursement Amount as of the end of the prior Distribution Date; provided that the Cumulative Class C Reserve Reimbursement Amount for the first Distribution Date shall be zero; and

(k) the Cumulative Class D Reserve Reimbursement Amount, which shall be the Cumulative Class D Reserve Reimbursement Amount as of the end of the prior Distribution Date provided that the Cumulative Class D Reserve Reimbursement Amount for the first Distribution Date shall be zero.

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(2) Adjustments for Reimbursement of Class B Nominal Liquidation Amount Deficit from Series Finance Charge Amounts. The Calculation Agent shall make the following adjustments after giving effect to step (18) of the Cash Flows (Reimbursement of Class B Nominal Liquidation Amount Deficit from Series Finance Charge Amounts):

Class A Usage of Class B Notes. For each Tranche of Class A Notes, the Class A Usage of Class B Notes shall decrease, and the Class A Available Subordinated Amount of Class B Notes shall increase, by an amount equal to:

(A) the Class B Nominal Liquidation Amount Deficit reimbursed pursuant to step (18) of the Cash Flows, multiplied by

(B) the Class A Usage of Class B Notes for such Tranche determined in step (1) of this Subordination Waterfall (Initial Calculation of Required Subordinated Amounts, Available Subordinated Amounts and Usage), divided by

(C) the Class B Nominal Liquidation Amount Deficit (before giving effect to such reimbursement pursuant to step (18) of the Cash Flows).

(3) Adjustments for Reimbursement of Class C Nominal Liquidation Amount Deficit from Series Finance Charge Amounts. The Calculation Agent shall make the following adjustments after giving effect to step (19) of the Cash Flows (Reimbursement of Class C Nominal Liquidation Amount Deficit from Series Finance Charge Amounts):

Class A Usage of Class C Notes. For each Tranche of Class A Notes, the Class A Usage of Class C Notes shall decrease, and the Class A Available Subordinated Amount of Class C Notes shall increase, by an amount equal to:

(A) the Class C Nominal Liquidation Amount Deficit reimbursed pursuant to step (19) of the Cash Flows, multiplied by

(B) the Class A Usage of Class C Notes for such Tranche determined in step (1) of this Subordination Waterfall (Initial Calculation of Required Subordinated Amounts, Available Subordinated Amounts and Usage), divided by

(C) the Class C Nominal Liquidation Amount Deficit (before giving effect to such reimbursement pursuant to step (19) of the Cash Flows).

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Class B Usage of Class C Notes. For each Tranche of Class B Notes, the Class B Usage of Class C Notes shall decrease, and the Class B Available Subordinated Amount of Class C Notes shall increase, by an amount equal to:

(A) the Class C Nominal Liquidation Amount Deficit reimbursed pursuant to step (19) of the Cash Flows, multiplied by

(B) the Class B Usage of Class C Notes for such Tranche determined in step (1) of this Subordination Waterfall, divided by

(C) the Class C Nominal Liquidation Amount Deficit (before giving effect to such reimbursement pursuant to step (19) of the Cash Flows).

(4) Adjustments for Reimbursement of Class D Nominal Liquidation Amount Deficit from Series Finance Charge Amounts. The Calculation Agent shall make the following adjustments after giving effect to step (20) of the Cash Flows (Reimbursement of Class D Nominal Liquidation Amount Deficit from Series Finance Charge Amounts):

Class A Usage of Class D Notes. For each Tranche of Class A Notes, the Class A Usage of Class D Notes shall decrease, and the Class A Available Subordinated Amount of Class D Notes shall increase, by an amount equal to:

(A) the Class D Nominal Liquidation Amount Deficit reimbursed pursuant to step (20) of the Cash Flows, multiplied by

(B) the Class A Usage of Class D Notes for such Tranche determined in step (1) of this Subordination Waterfall (Initial Calculation of Required Subordinated Amounts, Available Subordinated Amounts and Usage), divided by

(C) the Class D Nominal Liquidation Amount Deficit (before giving effect to such reimbursement pursuant to step (20) of the Cash Flows).

Class B Usage of Class D Notes. For each Tranche of Class B Notes, the Class B Usage of Class D Notes shall decrease, and the Class B Available Subordinated Amount of Class D Notes shall increase, by an amount equal to:

(A) the Class D Nominal Liquidation Amount Deficit reimbursed pursuant to step (20) of the Cash Flows, multiplied by

(B) the Class B Usage of Class D Notes for such Tranche determined in step (1) of this Subordination Waterfall, divided by

(C) the Class D Nominal Liquidation Amount Deficit (before giving effect to such reimbursement pursuant to step (20) of the Cash Flows).

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Class C Usage of Class D Notes. For each Tranche of Class C Notes, the Class C Usage of Class D Notes shall decrease, and the Class C Available Subordinated Amount of Class D Notes shall increase, by an amount equal to:

(A) the Class D Nominal Liquidation Amount Deficit reimbursed pursuant to step (20) of the Cash Flows, multiplied by

(B) the Class C Usage of Class D Notes for such Tranche determined in step (1) of this Subordination Waterfall, divided by

(C) the Class D Nominal Liquidation Amount Deficit (before giving effect to such reimbursement pursuant to step (20) of the Cash Flows).

(5) Adjustments for Reimbursement of Class B Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts. The Calculation Agent shall make the following adjustments after giving effect to step (25) of the Cash Flows (Reimbursement of Class B Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts):

Class A Usage of Class B Notes. For each Tranche of Class A Notes, the Class A Usage of Class B Notes shall decrease, and the Class A Available Subordinated Amount of Class B Notes shall increase, by an amount equal to:

(A) the Class B Nominal Liquidation Amount Deficit reimbursed pursuant to step (25) of the Cash Flows, multiplied by

(B) the Class A Usage of Class B Notes for such Tranche as adjusted in step (2) of this Subordination Waterfall (Adjustments for Reimbursement of Class B Nominal Liquidation Amount Deficit from Series Finance Charge Amounts), divided by

(C) the Class B Nominal Liquidation Amount Deficit remaining after step (18) of the Cash Flows (Reimbursement of Class B Nominal Liquidation Amount Deficit from Series Finance Charge Amounts) (before giving effect to such reimbursement pursuant to step (25) of the Cash Flows).

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(6) Adjustments for Reimbursement of Class C Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts. The Calculation Agent shall make the following adjustments after giving effect to step (26) of the Cash Flows (Reimbursement of Class C Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts):

Class A Usage of Class C Notes. For each Tranche of Class A Notes, the Class A Usage of Class C Notes shall decrease, and the Class A Available Subordinated Amount of Class C Notes shall increase, by an amount equal to:

(A) the Class C Nominal Liquidation Amount Deficit reimbursed pursuant to step (26) of the Cash Flows, multiplied by

(B) the Class A Usage of Class C Notes for such Tranche after step (3) of this Subordination Waterfall (Adjustments for Reimbursement of Class C Nominal Liquidation Amount Deficit from Series Finance Charge Amounts), divided by

(C) the Class C Nominal Liquidation Amount Deficit remaining after step (19) of the Cash Flows (Reimbursement of Class C Nominal Liquidation Amount Deficit from Series Finance Charge Amounts) (before giving effect to such reimbursement pursuant to step (26) of the Cash Flows).

Class B Usage of Class C Notes. For each Tranche of Class B Notes, the Class B Usage of Class C Notes shall decrease, and the Class B Available Subordinated Amount of Class C Notes shall increase, by an amount equal to:

(A) the Class C Nominal Liquidation Amount Deficit reimbursed pursuant to step (26) of the Cash Flows, multiplied by

(B) the Class B Usage of Class C Notes for such Tranche after step (3) of this Subordination Waterfall, divided by

(C) the Class C Nominal Liquidation Amount Deficit remaining after step (19) of the Cash Flows (before giving effect to such reimbursement pursuant to step (26) of the Cash Flows).

(7) Adjustments for Reimbursement of Class D Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts. The Calculation Agent shall make the following adjustments after giving effect to step (27) of the Cash Flows (Reimbursement of Class D Nominal Liquidation Amount Deficit from Reallocated Finance Charge Amounts):

Class A Usage of Class D Notes. For each Tranche of Class A Notes, the Class A Usage of Class D Notes shall decrease, and the Class A Available Subordinated Amount of Class D Notes shall increase, by an amount equal to:

(A) the Class D Nominal Liquidation Amount Deficit reimbursed pursuant to step (27) of the Cash Flows, multiplied by

(B) the Class A Usage of Class D Notes for such Tranche after step (4) of this Subordination Waterfall (Adjustments for Reimbursement of Class D Nominal Liquidation Amount Deficit from Series Finance Charge Amounts), divided by

(C) the Class D Nominal Liquidation Amount Deficit remaining after step (20) of the Cash Flows (Reimbursement of Class D Nominal Liquidation Amount Deficit from Series Finance Charge Amounts) (before giving effect to such reimbursement pursuant to step (27) of the Cash Flows).

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Class B Usage of Class D Notes. For each Tranche of Class B Notes, the Class B Usage of Class D Notes shall decrease, and the Class B Available Subordinated Amount of Class D Notes shall increase, by an amount equal to:

(A) the Class D Nominal Liquidation Amount Deficit reimbursed pursuant to step (27) of the Cash Flows, multiplied by

(B) the Class B Usage of Class D Notes for such Tranche after step (4) of this Subordination Waterfall, divided by

(C) the Class D Nominal Liquidation Amount Deficit remaining after step (20) of the Cash Flows (before giving effect to such reimbursement pursuant to step (27) of the Cash Flows).

Class C Usage of Class D Notes. For each Tranche of Class C Notes, the Class C Usage of Class D Notes shall decrease, and the Class C Available Subordinated Amount of Class D Notes shall increase, by an amount equal to:

(A) the Class D Nominal Liquidation Amount Deficit reimbursed pursuant to step (27) of the Cash Flows, multiplied by

(B) the Class C Usage of Class D Notes for such Tranche after step (4) of this Subordination Waterfall, divided by

(C) the Class D Nominal Liquidation Amount Deficit remaining after step (20) of the Cash Flows (before giving effect to such reimbursement pursuant to step (27) of the Cash Flows).

(8) Adjustments for Initial Allocation of Unreimbursed Current Charge-offs. The Calculation Agent shall make the following adjustments after giving effect to step (28) of the Cash Flows (Unreimbursed Current Charge-offs; Initial Allocation):

Class A Usage of Class D Notes. For each Tranche of Class A Notes, the Class A Usage of Class D Notes shall increase, and the Class A Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the aggregate amount of Unreimbursed Series Charge-offs allocated to all Tranches of Class D Notes pursuant to step (28) of the Cash Flows, multiplied by

(B) the Class A Available Subordinated Amount of Class D Notes for such Tranche determined in step (1) of this Subordination Waterfall (Initial Calculation of Required Subordinated Amounts, Available Subordinated Amounts and Usage), divided by

(C) the Nominal Liquidation Amount of all Tranches of Class D Notes (before giving effect to such allocation pursuant to step (28) of the Cash Flows).

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Class A Usage of Class C Notes. For each Tranche of Class A Notes, the Class A Usage of Class C Notes shall increase, and the Class A Available Subordinated Amount of Class C Notes shall decrease, by an amount equal to:

(A) the aggregate amount of Unreimbursed Series Charge-offs allocated to all Tranches of Class C Notes pursuant to step (28) of the Cash Flows, multiplied by

(B) the Class A Available Subordinated Amount of Class C Notes for such Tranche determined in step (1) of this Subordination Waterfall, divided by

(C) the Nominal Liquidation Amount of all Tranches of Class C Notes (before giving effect to such allocation pursuant to step (28) of the Cash Flows).

Class A Usage of Class B Notes. For each Tranche of Class A Notes, the Class A Usage of Class B Notes shall increase, and the Class A Available Subordinated Amount of Class B Notes shall decrease, by an amount equal to:

(A) the aggregate amount of Unreimbursed Series Charge-offs allocated to all Tranches of Class B Notes pursuant to step (28) of the Cash Flows, multiplied by

(B) the Class A Available Subordinated Amount of Class B Notes for such Tranche determined in step (1) of this Subordination Waterfall, divided by

(C) the Nominal Liquidation Amount of all Tranches of Class B Notes (before giving effect to such allocation pursuant to step (28) of the Cash Flows).

Class B Usage of Class D Notes. For each Tranche of Class B Notes, the Class B Usage of Class D Notes shall increase, and the Class B Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the aggregate amount of Unreimbursed Series Charge-offs allocated to all Tranches of Class D Notes pursuant to step (28) of the Cash Flows, multiplied by

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(B) the Class B Available Subordinated Amount of Class D Notes for such Tranche determined in step (1) of this Subordination Waterfall, divided by

(C) the Nominal Liquidation Amount of all Tranches of Class D Notes (before giving effect to such allocation pursuant to step (28) of the Cash Flows).

Class B Usage of Class C Notes. For each Tranche of Class B Notes, the Class B Usage of Class C Notes shall increase, and the Class B Available Subordinated Amount of Class C Notes shall decrease, by an amount equal to:

(A) the aggregate amount of Unreimbursed Series Charge-offs allocated to all Tranches of Class C Notes pursuant to step (28) of the Cash Flows, multiplied by

(B) the Class B Available Subordinated Amount of Class C Notes for such Tranche determined in step (1) of this Subordination Waterfall, divided by

(C) the Nominal Liquidation Amount of all Tranches of Class C Notes (before giving effect to such allocation pursuant to step (28) of the Cash Flows).

Class C Usage of Class D Notes. For each Tranche of Class C Notes, the Class C Usage of Class D Notes shall increase, and the Class C Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the aggregate amount of Unreimbursed Series Charge-offs allocated to all Tranches of Class D Notes pursuant to step (28) of the Cash Flows, multiplied by

(B) the Class C Available Subordinated Amount of Class D Notes for such Tranche determined in step (1) of this Subordination Waterfall, divided by

(C) the Nominal Liquidation Amount of all Tranches of Class D Notes (before giving effect to such allocation pursuant to step (28) of the Cash Flows).

(9) Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class A to Class D. The Calculation Agent shall make the following adjustments after giving effect to step (29) of the Cash Flows (Unreimbursed Current Charge-offs; Reallocation from Class A to Class D):

Class A Usage of Class D Notes. For each Tranche of Class A Notes, the Class A Usage of Class D Notes shall increase, and the Class A Available Subordinated Amount of Class D Notes shall decrease (each determined after giving effect to step (8) of this Subordination

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Waterfall (Adjustments for Initial Allocation of Unreimbursed Current Charge-offs)), by an amount equal to the aggregate amount of Unreimbursed Series Charge-offs reallocated from such Tranche to each Tranche of Class D Notes pursuant to step (29) of the Cash Flows.

Class B Usage of Class D Notes. For each Tranche of Class B Notes, the Class B Usage of Class D Notes shall increase, and the Class B Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the aggregate amount of Unreimbursed Series Charge-offs reallocated from all Tranches of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero to each Tranche of Class D Notes pursuant to step (29) of the Cash Flows, multiplied by

(B) the Class B Available Subordinated Amount of Class D Notes for such Tranche after step (8) of this Subordination Waterfall, divided by

(C) the aggregate amount of the Class B Available Subordinated Amount of Class D Notes for all Tranches of Class B Notes after step (8) of this Subordination Waterfall.

Class C Usage of Class D Notes. For each Tranche of Class C Notes, the Class C Usage of Class D Notes shall increase, and the Class C Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the aggregate amount of Unreimbursed Series Charge-offs reallocated from all Tranches of Class A Notes to each Tranche of Class D Notes pursuant to step (29) of the Cash Flows, multiplied by

(B) the Class C Available Subordinated Amount of Class D Notes for such Tranche after step (8) of this Subordination Waterfall, divided by

(C) the aggregate amount of the Class C Available Subordinated Amount of Class D Notes for all Tranches of Class C Notes after step (8) of this Subordination Waterfall.

(10) Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class A to Class C. The Calculation Agent shall make the following adjustments after giving effect to step (30) of the Cash Flows (Unreimbursed Current Charge-offs; Reallocation from Class A to Class C):

Class A Usage of Class C Notes. For each Tranche of Class A Notes, the Class A Usage of Class C Notes shall increase, and the Class A Available Subordinated Amount of Class C Notes shall decrease (each determined after giving effect to step (8) of this Subordination Waterfall (Adjustments for Initial Allocation of Unreimbursed Current Charge-offs)), by an amount equal to the aggregate amount of Unreimbursed Series Charge-offs reallocated from such Tranche to each Tranche of Class C Notes pursuant to step (30) of the Cash Flows.

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Class B Usage of Class C Notes. For each Tranche of Class B Notes, the Class B Usage of Class C Notes shall increase, and the Class B Available Subordinated Amount of Class C Notes shall decrease, by an amount equal to:

(A) the aggregate amount of Unreimbursed Series Charge-offs reallocated from all Tranches of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero to each Tranche of Class C Notes pursuant to step (30) of the Cash Flows, multiplied by

(B) the Class B Available Subordinated Amount of Class C Notes for such Tranche after step (8) of this Subordination Waterfall, divided by

(C) the aggregate amount of the Class B Available Subordinated Amount of Class C Notes for all Tranches of Class B Notes after step (8) of this Subordination Waterfall.

(11) Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class A to Class B. The Calculation Agent shall make the following adjustments after giving effect to step (31) of the Cash Flows (Unreimbursed Current Charge-offs; Reallocation from Class A to Class B):

Class A Usage of Class B Notes. For each Tranche of Class A Notes, the Class A Usage of Class B Notes shall increase, and the Class A Available Subordinated Amount of Class B Notes shall decrease (each determined after giving effect to step (8) of this Subordination Waterfall (Adjustments for Initial Allocation of Unreimbursed Current Charge-offs)), by an amount equal to the aggregate amount of Unreimbursed Series Charge-offs reallocated from such Tranche to each Tranche of Class B Notes pursuant to step (31) of the Cash Flows.

(12) Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class B to Class D. The Calculation Agent shall make the following adjustments after giving effect to step (32) of the Cash Flows (Unreimbursed Current Charge-offs; Reallocation from Class B to Class D):

Class A Usage of Class B Notes. For each Tranche of Class A Notes, the Class A Usage of Class B Notes shall decrease, and the Class A Available Subordinated Amount of Class B Notes shall increase, by an amount equal to

(A) the aggregate amount of Unreimbursed Series Charge-offs reallocated from all Tranches of Class B Notes to each Tranche of Class D Notes pursuant to step (32) of the Cash Flows, multiplied by

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(B) the Class A Usage of Class B Notes for such Tranche after step (11) of this Subordination Waterfall (Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class A to Class B), divided by

(C) the Class B Nominal Liquidation Amount Deficit after step (31) of the Cash Flows (Unreimbursed Current Charge-offs; Reallocation from Class A to Class B) (before giving effect to such reallocation pursuant to step (32) of the Cash Flows).

Class A Usage of Class D Notes. For each Tranche of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero, the Class A Usage of Class D Notes shall increase, and the Class A Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to

(A) the aggregate amount of Unreimbursed Series Charge-offs reallocated from all Tranches of Class B Notes to each Tranche of Class D Notes pursuant to step (32) of the Cash Flows, multiplied by

(B) the Class A Available Subordinated Amount of Class D Notes for such Tranche after step (9) of this Subordination Waterfall (Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class A to Class D), divided by

(C) the aggregate amount of the Class A Available Subordinated Amount of Class D Notes for all Tranches of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero after step (9) of this Subordination Waterfall.

Class B Usage of Class D Notes. For each Tranche of Class B Notes, the Class B Usage of Class D Notes shall increase, and the Class B Available Subordinated Amount of Class D Notes shall decrease (each determined after giving effect to step (9) of this Subordination Waterfall), by an amount equal to the aggregate amount of Unreimbursed Series Charge-offs reallocated from such Tranche to each Tranche of Class D Notes pursuant to step (32) of the Cash Flows.

Class C Usage of Class D Notes. For each Tranche of Class C Notes, the Class C Usage of Class D Notes shall increase, and the Class C Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the aggregate amount of Unreimbursed Series Charge-offs reallocated from all Tranches of Class B Notes to each Tranche of Class D Notes pursuant to step (32) of the Cash Flows, multiplied by

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(B) the Class C Available Subordinated Amount of Class D Notes for such Tranche after step (9) of this Subordination Waterfall, divided by

(C) the aggregate amount of the Class C Available Subordinated Amount of Class D Notes for all Tranches of Class C Notes after step (9) of this Subordination Waterfall.

(13) Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class B to Class C. The Calculation Agent shall make the following adjustments after giving effect to step (33) of the Cash Flows (Unreimbursed Current Charge-offs; Reallocation from Class B to Class C):

Class A Usage of Class B Notes. For each Tranche of Class A Notes, the Class A Usage of Class B Notes shall decrease, and the Class A Available Subordinated Amount of Class B Notes shall increase, by an amount equal to

(A) the aggregate amount of Unreimbursed Series Charge-offs reallocated from all Tranches of Class B Notes to each Tranche of Class C Notes pursuant to step (33) of the Cash Flows, multiplied by

(B) the Class A Usage of Class B Notes for such Tranche after step (12) of this Subordination Waterfall (Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class B to Class D), divided by

(C) the Class B Nominal Liquidation Amount Deficit after step (32) of the Cash Flows (Unreimbursed Current Charge-offs; Reallocation from Class B to Class D) (before giving effect to such reallocation pursuant to step (33) of the Cash Flows).

Class A Usage of Class C Notes. For each Tranche of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero, the Class A Usage of Class C Notes shall increase, and the Class A Available Subordinated Amount of Class C Notes shall decrease, by an amount equal to

(A) the aggregate amount of Unreimbursed Series Charge-offs reallocated from all Tranches of Class B Notes to each Tranche of Class C Notes pursuant to step (33) of the Cash Flows, multiplied by

(B) the Class A Available Subordinated Amount of Class C Notes for such Tranche after step (10) of this Subordination Waterfall (Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class A to Class C), divided by

(C) the aggregate amount of the Class A Available Subordinated Amount of Class C Notes for all Tranches of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero after step (10) of this Subordination Waterfall.

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Class B Usage of Class C Notes. For each Tranche of Class B Notes, the Class B Usage of Class C Notes shall increase, and the Class B Available Subordinated Amount of Class C Notes shall decrease (each determined after giving effect to step (10) of this Subordination Waterfall), by an amount equal to the aggregate amount of Unreimbursed Series Charge-offs reallocated from such Tranche to each Tranche of Class C Notes pursuant to step (33) of the Cash Flows.

(14) Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class C to Class D. The Calculation Agent shall make the following adjustments after giving effect to step (34) of the Cash Flows (Unreimbursed Current Charge-offs; Reallocation from Class C to Class D):

Class A Usage of Class C Notes. For each Tranche of Class A Notes, the Class A Usage of Class C Notes shall decrease, and the Class A Available Subordinated Amount of Class C Notes shall increase, by an amount equal to

(A) the aggregate amount of Unreimbursed Series Charge-offs reallocated from all Tranches of Class C Notes to each Tranche of Class D Notes pursuant to step (34) of the Cash Flows, multiplied by

(B) the Class A Usage of Class C Notes for such Tranche after step (13) of this Subordination Waterfall (Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class B to Class C), divided by

(C) the Class C Nominal Liquidation Amount Deficit after step (33) of the Cash Flows (Unreimbursed Current Charge-offs; Reallocation from Class B to Class C) (before giving effect to such reallocation pursuant to step (34) of the Cash Flows).

Class A Usage of Class D Notes. For each Tranche of Class A Notes, the Class A Usage of Class D Notes shall increase, and the Class A Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to

(A) the aggregate amount of Unreimbursed Series Charge-offs reallocated from all Tranches of Class C Notes to each Tranche of Class D Notes pursuant to step (34) of the Cash Flows, multiplied by

(B) the Class A Available Subordinated Amount of Class D Notes for such Tranche after step (12) of this Subordination Waterfall (Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class B to Class D), divided by

(C) the aggregate amount of the Class A Available Subordinated Amount of Class D Notes for all Tranches of Class A Notes after step (12) of this Subordination Waterfall.

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Class B Usage of Class C Notes. For each Tranche of Class B Notes, the Class B Usage of Class C Notes shall decrease, and the Class B Available Subordinated Amount of Class C Notes shall increase, by an amount equal to

(A) the aggregate amount of Unreimbursed Series Charge-offs reallocated from all Tranches of Class C Notes to each Tranche of Class D Notes pursuant to step (34) of the Cash Flows, multiplied by

(B) the Class B Usage of Class C Notes for such Tranche after step (13) of this Subordination Waterfall, divided by

(C) the Class C Nominal Liquidation Amount Deficit after step (33) of the Cash Flows (before giving effect to such reallocation pursuant to step (34) of the Cash Flows).

Class B Usage of Class D Notes. For each Tranche of Class B Notes, the Class B Usage of Class D Notes shall increase, and the Class B Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to

(A) the aggregate amount of Unreimbursed Series Charge-offs reallocated from all Tranches of Class C Notes to each Tranche of Class D Notes pursuant to step (34) of the Cash Flows, multiplied by

(B) the Class B Available Subordinated Amount of Class D Notes for such Tranche after step (12) of this Subordination Waterfall, divided by

(C) the aggregate amount of the Class B Available Subordinated Amount of Class D Notes for all Tranches of Class B Notes after step (12) of this Subordination Waterfall.

Class C Usage of Class D Notes. For each Tranche of Class C Notes, the Class C Usage of Class D Notes shall increase, and the Class C Available Subordinated Amount of Class D Notes shall decrease (each determined after giving effect to step (12) of this Subordination Waterfall), by an amount equal to the aggregate amount of Unreimbursed Series Charge-offs reallocated from such Tranche to each Tranche of Class D Notes pursuant to step of the Cash Flows.

90

(15) Adjustments for Application of Class D Principal to Class A Interest Allocation Shortfall. The Calculation Agent shall make the following adjustments after giving effect to step (35) of the Cash Flows (Class A Interest Allocation Shortfall from Class D Principal):

Class A Usage of Class D Notes. For each Tranche of Class A Notes, the Class A Usage of Class D Notes shall increase, and the Class A Available Subordinated Amount of Class D Notes shall decrease (each determined after giving effect to step (14) of this Subordination Waterfall (Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class C to Class D)), by an amount equal to the portion of the Class D Principal Allocation applied to the Class A Tranche Interest Allocation Shortfall for such Tranche pursuant to step of the Cash Flows.

Class B Usage of Class D Notes. For each Tranche of Class B Notes, the Class B Usage of Class D Notes shall increase, and the Class B Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the aggregate amount of the Class D Principal Allocation applied to the Class A Tranche Interest Allocation Shortfall for all Tranches of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero pursuant to step (35) of the Cash Flows, multiplied by

(B) the Class B Available Subordinated Amount of Class D Notes for such Tranche after step (14) of this Subordination Waterfall, divided by

(C) the aggregate amount of the Class B Available Subordinated Amount of Class D Notes for all Tranches of Class B Notes after step (14) of this Subordination Waterfall.

Class C Usage of Class D Notes. For each Tranche of Class C Notes, the Class C Usage of Class D Notes shall increase, and the Class C Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the aggregate amount of the Class D Principal Allocation applied to the Class A Tranche Interest Allocation Shortfall for all Tranches of Class A Notes pursuant to step (35) of the Cash Flows, multiplied by

(B) the Class C Available Subordinated Amount of Class D Notes for such Tranche after step (14) of this Subordination Waterfall, divided by

(C) the aggregate amount of the Class C Available Subordinated Amount of Class D Notes for all Tranches of Class C Notes after step (14) of this Subordination Waterfall.

91

(16) Adjustments for Application of Class C Principal to Class A Interest Allocation Shortfall. The Calculation Agent shall make the following adjustments after giving effect to step (36) of the Cash Flows (Class A Interest Allocation Shortfall from Class C Principal):

Class A Usage of Class C Notes. For each Tranche of Class A Notes, the Class A Usage of Class C Notes shall increase, and the Class A Available Subordinated Amount of Class C Notes shall decrease (each determined after giving effect to step (14) of this Subordination Waterfall (Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class C to Class D)), by an amount equal to the portion of the Class C Principal Allocation applied to the Class A Tranche Interest Allocation Shortfall for such Tranche pursuant to step (36) of the Cash Flows.

Class B Usage of Class C Notes. For each Tranche of Class B Notes, the Class B Usage of Class C Notes shall increase, and the Class B Available Subordinated Amount of Class C Notes shall decrease, by an amount equal to:

(A) the aggregate amount of the Class C Principal Allocation applied to the Class A Tranche Interest Allocation Shortfall for all Tranches of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero pursuant to step (36) of the Cash Flows, multiplied by

(B) the Class B Available Subordinated Amount of Class C Notes for such Tranche after step (14) of this Subordination Waterfall, divided by

(C) the aggregate amount of the Class B Available Subordinated Amount of Class C Notes for all Tranches of Class B Notes after step (14) of this Subordination Waterfall.

(17) Adjustments for Application of Class B Principal to Class A Interest Allocation Shortfall. The Calculation Agent shall make the following adjustments after giving effect to step (37) of the Cash Flows (Class A Interest Allocation Shortfall from Class B Principal):

Class A Usage of Class B Notes. For each Tranche of Class A Notes, the Class A Usage of Class B Notes shall increase, and the Class A Available Subordinated Amount of Class B Notes shall decrease (each determined after giving effect to step (13) of this Subordination Waterfall (Adjustments for Reallocation of Unreimbursed Current Charge-offs from Class B to Class C)), by an amount equal to the portion of the Class B Principal Allocation applied to the Class A Tranche Interest Allocation Shortfall for such Tranche pursuant to step (37) of the Cash Flows.

92

(18) Adjustments for Application of Class D Principal to Class B Interest Allocation Shortfall. The Calculation Agent shall make the following adjustments after giving effect to step (38) of the Cash Flows (Class B Interest Allocation Shortfall from Class D Principal):

Class A Usage of Class D Notes. For each Tranche of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero, the Class A Usage of Class D Notes shall increase, and the Class A Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the aggregate amount of the Class D Principal Allocation applied to the Class B Tranche Interest Allocation Shortfall for all Tranches of Class B Notes pursuant to step (38) of the Cash Flows, multiplied by

(B) the Class A Available Subordinated Amount of Class D Notes for such Tranche after step (15) of this Subordination Waterfall (Adjustments for Application of Class D Principal to Class A Interest Allocation Shortfall), divided by

(C) the aggregate amount of the Class A Available Subordinated Amount of Class D Notes for all Tranches of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero after step (15) of this Subordination Waterfall.

Class B Usage of Class D Notes. For each Tranche of Class B Notes, the Class B Usage of Class D Notes shall increase, and the Class B Available Subordinated Amount of Class D Notes shall decrease (each determined after giving effect to step (15) of this Subordination Waterfall), by an amount equal to the portion of the Class D Principal Allocation applied to the Class B Tranche Interest Allocation Shortfall for such Tranche pursuant to step (38) of the Cash Flows.

Class C Usage of Class D Notes. For each Tranche of Class C Notes, the Class C Usage of Class D Notes shall increase, and the Class C Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the aggregate amount of the Class D Principal Allocation applied to the Class B Tranche Interest Allocation Shortfall for all Tranches of Class B Notes pursuant to step (38) of the Cash Flows, multiplied by

(B) the Class C Available Subordinated Amount of Class D Notes for such Tranche after step (15) of this Subordination Waterfall, divided by

(C) the aggregate amount of the Class C Available Subordinated Amount of Class D Notes for all Tranches of Class C Notes after step (15) of this Subordination Waterfall.

93

(19) Adjustments for Application of Class C Principal to Class B Interest Allocation Shortfall. The Calculation Agent shall make the following adjustments after giving effect to step (39) of the Cash Flows (Class B Interest Allocation Shortfall from Class C Principal):

Class A Usage of Class C Notes. For each Tranche of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero, the Class A Usage of Class C Notes shall increase, and the Class A Available Subordinated Amount of Class C Notes shall decrease, by an amount equal to:

(A) the aggregate amount of the Class C Principal Allocation applied to the Class B Tranche Interest Allocation Shortfall for all Tranches of Class B Notes pursuant to step (39) of the Cash Flows, multiplied by

(B) the Class A Available Subordinated Amount of Class C Notes for such Tranche after step (16) of this Subordination Waterfall (Adjustments for Application of Class C Principal to Class A Interest Allocation Shortfall), divided by

(C) the aggregate amount of the Class A Available Subordinated Amount of Class C Notes for all Tranches of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero after step (16) of this Subordination Waterfall.

Class B Usage of Class C Notes. For each Tranche of Class B Notes, the Class B Usage of Class C Notes shall increase, and the Class B Available Subordinated Amount of Class C Notes shall decrease (each determined after giving effect to step (16) of this Subordination Waterfall), by an amount equal to the portion of the Class C Principal Allocation applied to the Class B Tranche Interest Allocation Shortfall for such Tranche pursuant to step (39) of the Cash Flows.

(20) Adjustments for Application of Class D Principal to Class C Interest Allocation Shortfall. The Calculation Agent shall make the following adjustments after giving effect to step (40) of the Cash Flows (Class C Interest Allocation Shortfall from Class D Principal):

Class A Usage of Class D Notes. For each Tranche of Class A Notes, the Class A Usage of Class D Notes shall increase, and the Class A Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the aggregate amount of the Class D Principal Allocation applied to the Class C Tranche Interest Allocation Shortfall for all Tranches of Class C Notes pursuant to step (40) of the Cash Flows, multiplied by

(B) the Class A Available Subordinated Amount of Class D Notes for such Tranche after step (18) of this Subordination Waterfall (Adjustments for Application of Class D Principal to Class B Interest Allocation Shortfall), divided by

(C) the aggregate amount of the Class A Available Subordinated Amount of Class D Notes for all Tranches of Class A Notes after step (18) of this Subordination Waterfall.

94

Class B Usage of Class D Notes. For each Tranche of Class B Notes, the Class B Usage of Class D Notes shall each increase, and the Class B Available Subordinated Amount of Class D Notes shall each decrease, by an amount equal to:

(A) the aggregate amount of the Class D Principal Allocation applied to the Class C Tranche Interest Allocation Shortfall for all Tranches of Class C Notes pursuant to step (40) of the Cash Flows, multiplied by

(B) the Class B Available Subordinated Amount of Class D Notes for such Tranche after step (18) of this Subordination Waterfall, divided by

(C) the aggregate amount of the Class B Available Subordinated Amount of Class D Notes for all Tranches of Class B Notes after step (18) of this Subordination Waterfall.

Class C Usage of Class D Notes. For each Tranche of Class C Notes, the Class C Usage of Class D Notes shall increase, and the Class C Available Subordinated Amount of Class D shall decrease (each determined after giving effect to step (18) of this Subordination Waterfall), by an amount equal to the portion of the Class D Principal Allocation applied to the Class C Tranche Interest Allocation Shortfall for such Tranche pursuant to step (40) of the Cash Flows.

(21) Adjustments for Application of Class D Principal to Series Servicing Fee Shortfall. The Calculation Agent shall make the following adjustments after giving effect to step (41) of the Cash Flows (Series Servicing Fee Shortfall from Class D Principal):

Class A Usage of Class D Notes. For each Tranche of Class A Notes, the Class A Usage of Class D Notes shall increase, and the Class A Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the amount of Class D Principal Allocation applied to the Series Servicing Fee Shortfall pursuant to step (41) of the Cash Flows, multiplied by

(B) the Class A Available Subordinated Amount of Class D Notes for such Tranche after step (20) of this Subordination Waterfall (Adjustments for Application of Class D Principal to Class C Interest Allocation Shortfall), divided by

(C) the aggregate amount of the Class A Available Subordinated Amount of Class D Notes for all Tranches of Class A Notes after step (20) of this Subordination Waterfall.

95

Class B Usage of Class D Notes. For each Tranche of Class B Notes, the Class B Usage of Class D Notes shall increase, and the Class B Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the amount of Class D Principal Allocation applied to the Series Servicing Fee Shortfall pursuant to step (41) of the Cash Flows, multiplied by

(B) the Class B Available Subordinated Amount of Class D Notes for such Tranche after step (20) of this Subordination Waterfall, divided by

(C) the aggregate amount of the Class B Available Subordinated Amount of Class D Notes for all Tranches of Class B Notes after step (20) of this Subordination Waterfall.

Class C Usage of Class D Notes. For each Tranche of Class C Notes, the Class C Usage of Class D Notes shall increase, and the Class C Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the amount of Class D Principal Allocation applied to the Series Servicing Fee Shortfall pursuant to step (41) of the Cash Flows, multiplied by

(B) the Class C Available Subordinated Amount of Class D Notes for such Tranche after step (20) of this Subordination Waterfall, divided by

(C) the aggregate amount of the Class C Available Subordinated Amount of Class D Notes for all Tranches of Class C Notes after step (20) of this Subordination Waterfall.

(22) Adjustments for Application of Class C Principal to Series Servicing Fee Shortfall. The Calculation Agent shall make the following adjustments after giving effect to step (42) of the Cash Flows (Series Servicing Fee Shortfall from Class C Principal):

Class A Usage of Class C Notes. For each Tranche of Class A Notes, the Class A Usage of Class C Notes shall increase, and the Class A Available Subordinated Amount of Class C Notes shall decrease, by an amount equal to:

(A) the amount of Class C Principal Allocation applied to the Series Servicing Fee Shortfall pursuant to step (42) of the Cash Flows, multiplied by

(B) the Class A Available Subordinated Amount of Class C Notes for such Tranche after step (19) of this Subordination Waterfall (Adjustments for Application of Class C Principal to Class B Interest Allocation Shortfall), divided by

(C) the aggregate amount of the Class A Available Subordinated Amount of Class C Notes for all Tranches of Class A Notes after step (19) of this Subordination Waterfall.

96

Class B Usage of Class C Notes. For each Tranche of Class B Notes, the Class B Usage of Class C Notes shall increase, and the Class B Available Subordinated Amount of Class C Notes shall decrease, by an amount equal to:

(A) the amount of Class C Principal Allocation applied to the Series Servicing Fee Shortfall pursuant to step (42) of the Cash Flows, multiplied by

(B) the Class B Available Subordinated Amount of Class C Notes for such Tranche after step (19) of this Subordination Waterfall, divided by

(C) the aggregate amount of the Class B Available Subordinated Amount of Class C Notes for all Tranches of Class B Notes after step (19) of this Subordination Waterfall.

(23) Adjustments for Application of Class B Principal to Series Servicing Fee Shortfall. The Calculation Agent shall make the following adjustments after giving effect to step (43) of the Cash Flows (Series Servicing Fee Shortfall from Class B Principal):

Class A Usage of Class B Notes. For each Tranche of Class A Notes, the Class A Usage of Class B Notes shall increase, and the Class A Available Subordinated Amount of Class B Notes shall decrease, by an amount equal to:

(A) the amount of Class B Principal Allocation applied to the Series Servicing Fee Shortfall pursuant to step (43) of the Cash Flows, multiplied by

(B) the Class A Available Subordinated Amount of Class B Notes for such Tranche after step (17) of this Subordination Waterfall (Adjustments for Application of Class B Principal to Class A Interest Allocation Shortfall), divided by

(C) the aggregate amount of the Class A Available Subordinated Amount of Class B Notes for all Tranches of Class A Notes after step (17) of this Subordination Waterfall.

97

(24) Adjustments for Reallocation of Class B Nominal Liquidation Amount Deficit to Class D. The Calculation Agent shall make the following adjustments after giving effect to step (46) of the Cash Flows (Reallocation of Class B Nominal Liquidation Amount Deficit to Class D):

Class A Usage of Class B Notes. For each Tranche of Class A Notes, the Class A Usage of Class B Notes shall decrease, and the Class A Available Subordinated Amount of Class B Notes shall increase, by an amount equal to

(A) the aggregate amount of the Nominal Liquidation Amount Deficits for all Tranches of Class B Notes reallocated to the Class D Notes pursuant to step (46) of the Cash Flows, multiplied by

(B) the Class A Usage of Class B Notes for such Tranche after step (23) of this Subordination Waterfall (Adjustments for Application of Class B Principal to Series Servicing Fee Shortfall), divided by

(C) the Class B Nominal Liquidation Amount Deficit after step (43) of the Cash Flows (Series Servicing Fee Shortfall from Class B Principal) (before giving effect to such reallocation pursuant to step (46) of the Cash Flows).

Class A Usage of Class D Notes. For each Tranche of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero, the Class A Usage of Class D Notes shall increase, and the Class A Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the aggregate amount of the Nominal Liquidation Amount Deficits for all Tranches of Class B Notes reallocated to the Class D Notes pursuant to step (46) of the Cash Flows, multiplied by

(B) the Class A Available Subordinated Amount of Class D Notes for such Tranche after step (21) of this Subordination Waterfall (Adjustments for Application of Class D Principal to Series Servicing Fee Shortfall), divided by

(C) the aggregate amount of the Class A Available Subordinated Amount of Class D Notes for all Tranches of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero after step (21) of this Subordination Waterfall.

Class B Usage of Class D Notes. For each Tranche of Class B Notes, the Class B Usage of Class D Notes shall increase, and the Class B Available Subordinated Amount of Class D Notes shall decrease (each determined after giving effect to step (21) of this Subordination Waterfall), by an amount equal to the Nominal Liquidation Amount Deficit for such Tranche reallocated from such Tranche to each Tranche of Class D Notes pursuant to step (46) of the Cash Flows.

98

Class C Usage of Class D Notes. For each Tranche of Class C Notes, the Class C Usage of Class D Notes shall increase, and the Class C Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the aggregate amount of the Nominal Liquidation Amount Deficits for all Tranches of Class B Notes reallocated to the Class D Notes pursuant to step (46) of the Cash Flows, multiplied by

(B) the Class C Available Subordinated Amount of Class D Notes for such Tranche after step (21) of this Subordination Waterfall, divided by

(C) the aggregate amount of the Class C Available Subordinated Amount of Class D Notes for all Tranches of Class C Notes after step (21) of this Subordination Waterfall.

(25) Adjustments for Reallocation of Class B Nominal Liquidation Amount Deficit to Class C. The Calculation Agent shall make the following adjustments after giving effect to step (47) of the Cash Flows (Reallocation of Class B Nominal Liquidation Amount Deficit to Class C):

Class A Usage of Class B Notes. For each Tranche of Class A Notes, the Class A Usage of Class B Notes shall decrease, and the Class A Available Subordinated Amount of Class B Notes shall increase, by an amount equal to

(A) the aggregate amount of the Nominal Liquidation Amount Deficits for all Tranches of Class B Notes reallocated to the Class C Notes pursuant to step (47) of the Cash Flows, multiplied by

(B) the Class A Usage of Class B Notes for such Tranche after step (24) of this Subordination Waterfall (Adjustments for Reallocation of Class B Nominal Liquidation Amount Deficit to Class D), divided by

(C) the Class B Nominal Liquidation Amount Deficit after step (46) of the Cash Flows (Reallocation of Class B Nominal Liquidation Amount Deficit to Class D) (before giving effect to such reallocation pursuant to step (47) of the Cash Flows).

Class A Usage of Class C Notes. For each Tranche of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero, the Class A Usage of Class C Notes shall increase, and the Class A Available Subordinated Amount of Class C Notes shall decrease, by an amount equal to:

(A) the aggregate amount of the Nominal Liquidation Amount Deficits for all Tranches of Class B Notes reallocated to the Class C Notes pursuant to step (47) of the Cash Flows, multiplied by

(B) the Class A Available Subordinated Amount of Class C Notes for such Tranche after step (22) of this Subordination Waterfall (Adjustments for Application of Class C Principal to Series Servicing Fee Shortfall), divided by

(C) the aggregate amount of the Class A Available Subordinated Amount of Class C Notes for all Tranches of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero after step (22) of this Subordination Waterfall.

99

Class B Usage of Class C Notes. For each Tranche of Class B Notes, the Class B Usage of Class C Notes shall increase, and the Class B Available Subordinated Amount of Class C Notes shall decrease (each determined after giving effect to step (22) of this Subordination Waterfall)), by an amount equal to the Nominal Liquidation Amount Deficit for such Tranche reallocated from such Tranche to each Tranche of Class C Notes pursuant to step (47) of the Cash Flows.

(26) Adjustments for Reallocation of Class C Nominal Liquidation Amount Deficit to Class D. The Calculation Agent shall make the following adjustments after giving effect to step (48) of the Cash Flows (Reallocation of Class C Nominal Liquidation Amount Deficit to Class D):

Class A Usage of Class C Notes. For each Tranche of Class A Notes, the Class A Usage of Class C Notes shall decrease, and the Class A Available Subordinated Amount of Class C Notes shall increase, by an amount equal to

(A) the aggregate amount of the Nominal Liquidation Amount Deficits for all Tranches of Class C Notes reallocated to the Class D Notes pursuant to step (48) of the Cash Flows, multiplied by

(B) the Class A Usage of Class C Notes for such Tranche after step (25) of this Subordination Waterfall (Adjustments for Reallocation of Class B Nominal Liquidation Amount Deficit to Class C), divided by

(C) the Class C Nominal Liquidation Amount Deficit after step (47) of the Cash Flows (Reallocation of Class B Nominal Liquidation Amount Deficit to Class C) (before giving effect to such reallocation pursuant to step (48) of the Cash Flows).

Class A Usage of Class D Notes. For each Tranche of Class A Notes, the Class A Usage of Class D Notes shall increase, and the Class A Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the aggregate amount of the Nominal Liquidation Amount Deficits for all Tranches of Class C Notes reallocated to the Class D Notes pursuant to step (48) of the Cash Flows, multiplied by

(B) the Class A Available Subordinated Amount of Class D Notes for such Tranche after step (24) of this Subordination Waterfall (Adjustments for Reallocation of Class B Nominal Liquidation Amount Deficit to Class D), divided by

(C) the aggregate amount of the Class A Available Subordinated Amount of Class D Notes for all Tranches of Class A Notes after step (24) of this Subordination Waterfall.

100

Class B Usage of Class C Notes. For each Tranche of Class B Notes, the Class B Usage of Class C Notes shall decrease, and the Class B Available Subordinated Amount of Class C Notes shall increase, by an amount equal to

(A) the aggregate amount of the Nominal Liquidation Amount Deficits for all Tranches of Class C Notes reallocated to the Class D Notes pursuant to step (48) of the Cash Flows, multiplied by

(B) the Class B Usage of Class C Notes for such Tranche after step (25) of this Subordination Waterfall, divided by

(C) the Class C Nominal Liquidation Amount Deficit after step (47) of the Cash Flows (before giving effect to such reallocation pursuant to step (48) of the Cash Flows).

Class B Usage of Class D Notes. For each Tranche of Class B Notes, the Class B Usage of Class D Notes shall increase, and the Class B Available Subordinated Amount of Class D Notes shall decrease, by an amount equal to:

(A) the aggregate amount of the Nominal Liquidation Amount Deficits for all Tranches of Class C Notes reallocated to the Class D Notes pursuant to step (48) of the Cash Flows, multiplied by

(B) the Class B Available Subordinated Amount of Class D Notes for such Tranche after step (24) of this Subordination Waterfall, divided by

(C) the aggregate amount of the Class B Available Subordinated Amount of Class D Notes for all Tranches of Class B Notes after step (24) of this Subordination Waterfall.

Class C Usage of Class D Notes. For each Tranche of Class C Notes, the Class C Usage of Class D Notes shall increase, and the Class C Available Subordinated Amount of Class D shall decrease (each determined after giving effect to step (24) of this Subordination Waterfall), by an amount equal to the Nominal Liquidation Amount Deficit for such Tranche reallocated from such Tranche to each Tranche of Class D Notes pursuant to step (48) of the Cash Flows.

101

(27) Adjustments for Targeted Deposit to Class C Reserve Subaccounts from Series Finance Charge Amounts and Reallocated Finance Charge Amounts. The Calculation Agent shall make the following adjustments after giving effect to steps (53) and (53C) of the Cash Flows (Targeted Deposit to Class C Reserve Subaccounts from Series Finance Charge Amounts and Targeted Deposit to Class C Reserve Subaccounts from Reallocated Finance Charge Amounts):

Class A Usage of Class C Notes. For each Tranche of Class A Notes, the Class A Usage of Class C Notes shall decrease, and the Class A Available Subordinated Amount of Class C Notes shall increase, by an amount equal to:

(A) the lesser of

(i) the aggregate Series Finance Charge Amounts and Reallocated Finance Charge Amounts deposited into the Class C Reserve Account pursuant to steps (53) and (53C) of the Cash Flows and

(ii) the Cumulative Class C Reserve Reimbursement Amount determined in step (1) of this Subordination Waterfall (Initial Calculation of Required Subordinated Amounts, Available Subordinated Amounts and Usage),

multiplied by

(B) the Class A Usage of Class C Notes for such Tranche after step (26) of this Subordination Waterfall (Adjustments for Reallocation of Class C Nominal Liquidation Amount Deficit to Class D), divided by

(C) the Class C Nominal Liquidation Amount Deficit after step (48) of the Cash Flows (Reallocation of Class C Nominal Liquidation Amount Deficit to Class D).

Class B Usage of Class C Notes. For each Tranche of Class B Notes, the Class B Usage of Class C Notes shall decrease, and the Class B Available Subordinated Amount of Class C Notes shall increase, by an amount equal to:

(A) the lesser of

(i) the aggregate Series Finance Charge Amounts and Reallocated Finance Charge Amounts deposited into the Class C Reserve Account pursuant to steps (53) and (53C) of the Cash Flows and

(ii) the Cumulative Class C Reserve Reimbursement Amount determined in step (1) of this Subordination Waterfall,

multiplied by

(B) the Class B Usage of Class C Notes for such Tranche after step (26) of this Subordination Waterfall, divided by

(C) the Class C Nominal Liquidation Amount Deficit after step (48) of the Cash Flows.

102

Cumulative Class C Reserve Reimbursement Amount. The Cumulative Class C Reserve Reimbursement Amount shall decrease by an amount equal to the lesser of:

(A) the aggregate Series Finance Charge Amounts and Reallocated Finance Charge Amounts deposited into the Class C Reserve Account pursuant to steps (53) and (53C) of the Cash Flows and

(B) the Cumulative Class C Reserve Reimbursement Amount determined in step (1) of this Subordination Waterfall.

(28) Adjustments for Targeted Deposit to Class D Reserve Subaccounts from Series Finance Charge Amounts. The Calculation Agent shall make the following adjustments after giving effect to step (54) of the Cash Flows (Targeted Deposit to Class D Reserve Subaccounts from Series Finance Charge Amounts):

Class A Usage of Class D Notes. For each Tranche of Class A Notes, the Class A Usage of Class D Notes shall decrease, and the Class A Available Subordinated Amount of Class D Notes shall increase, by an amount equal to:

(A) the lesser of

(i) the aggregate Series Finance Charge Amounts deposited into the Class D Reserve Account pursuant to step (54) of the Cash Flows and

(ii) the Cumulative Class D Reserve Reimbursement Amount determined in step (1) of this Subordination Waterfall (Initial Calculation of Required Subordinated Amounts, Available Subordinated Amounts and Usage), multiplied by

(B) the Class A Usage of Class D Notes for such Tranche after step (26) of this Subordination Waterfall (Adjustments for Reallocation of Class C Nominal Liquidation Amount Deficit to Class D), divided by

(C) the Class D Nominal Liquidation Amount Deficit after step (48) of the Cash Flows (Reallocation of Class C Nominal Liquidation Amount Deficit to Class D).

103

Class B Usage of Class D Notes. For each Tranche of Class B Notes, the Class B Usage of Class D Notes shall decrease, and the Class B Available Subordinated Amount of Class D Notes shall increase, by an amount equal to:

(A) the lesser of

(i) the aggregate Series Finance Charge Amounts deposited into the Class D Reserve Account pursuant to step (54) of the Cash Flows and

(ii) the Cumulative Class D Reserve Reimbursement Amount determined in step (1) of this Subordination Waterfall,

multiplied by

(B) the Class B Usage of Class D Notes for such Tranche after step (26) of this Subordination Waterfall, divided by

(C) the Class D Nominal Liquidation Amount Deficit after step (48) of the Cash Flows.

Class C Usage of Class D Notes. For each Tranche of Class C Notes, the Class C Usage of Class D Notes shall decrease, and the Class C Available Subordinated Amount of Class D Notes shall increase, by an amount equal to:

(A) the lesser of

(i) the aggregate Series Finance Charge Amounts deposited into the Class D Reserve Account pursuant to step (54) of the Cash Flows and

(ii) the Cumulative Class D Reserve Reimbursement Amount determined in step (1) of this Subordination Waterfall,

multiplied by

(B) the Class C Usage of Class D Notes for such Tranche after step (26) of this Subordination Waterfall, divided by

(C) the Class D Nominal Liquidation Amount Deficit after step (48) of the Cash Flows.

Cumulative Class D Reserve Reimbursement Amount. The Cumulative Class D Reserve Reimbursement Amount shall decrease by an amount equal to the lesser of:

(A) the aggregate Series Finance Charge Amounts deposited into the Class D Reserve Account pursuant to step (54) of the Cash Flows and

(B) the Cumulative Class D Reserve Reimbursement Amount determined in step (1) of this Subordination Waterfall.

(29) Adjustments of Usage of Class C Notes. Notwithstanding any provision of this Section 3.02 to the contrary, the Calculation Agent shall make the following adjustments if

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(A) the Class C Nominal Liquidation Amount Deficit is zero and (B) either (i) the Cumulative Class C Reserve Reimbursement Amount is zero after giving effect to step (27) of this Subordination Waterfall (Adjustments for Targeted Deposit to Class C Reserve Subaccounts from Series Finance Charge Amounts) or (ii) for all Tranches of Class C Notes, the amount on deposit (including income earned on funds on deposit) in the Class C Reserve Subaccount for such Tranche is at least equal to the Targeted Cumulative Class C Reserve Deposit for such Tranche:

Class A Usage of Class C Notes. For each Tranche of Class A Notes, the Class A Usage of Class C Notes shall be zero and the Class A Available Subordinated Amount of Class C Notes shall be equal to the Required Subordinated Amount of Class C Notes for such Tranche.

Class B Usage of Class C Notes. For each Tranche of Class B Notes, the Class B Usage of Class C Notes shall be zero and the Class B Available Subordinated Amount of Class C Notes shall be equal to the Required Subordinated Amount of Class C Notes for such Tranche.

(30) Adjustments of Usage of Class D Notes. Notwithstanding any provision of this Section 3.02 to the contrary, the Calculation Agent shall make the following adjustments if (A) the Class D Nominal Liquidation Amount Deficit is zero and (B) either (i) the Cumulative Class D Reserve Reimbursement Amount is zero after giving effect to step (28) of this Subordination Waterfall (Adjustments for Targeted Deposit to Class D Reserve Subaccounts from Series Finance Charge Amounts) or (ii) for all Tranches of Class D Notes, the amount on deposit (including income earned on funds on deposit) in the Class D Reserve Subaccount for such Tranche is at least equal to the Targeted Cumulative Class D Reserve Deposit for such Tranche:

Class A Usage of Class D Notes. For each Tranche of Class A Notes, the Class A Usage of Class D Notes shall be zero and the Class A Available Subordinated Amount of Class D Notes shall be equal to the Required Subordinated Amount of Class D Notes for such Tranche.

Class B Usage of Class D Notes. For each Tranche of Class B Notes, the Class B Usage of Class D Notes shall be zero and the Class B Available Subordinated Amount of Class D Notes shall be equal to the Required Subordinated Amount of Class D Notes for such Tranche.

Class C Usage of Class D Notes. For each Tranche of Class C Notes, the Class C Usage of Class D Notes shall be zero and the Class C Available Subordinated Amount of Class D Notes shall be equal to the Required Subordinated Amount of Class D Notes for such Tranche.

Section 3.03. Derivative Receipts.

(a) Unless otherwise provided in the applicable Terms Document, any amounts that are received from the Derivative Counterparty with respect to any interest rate swap or interest rate cap, or that otherwise relate to interest on a Tranche of Notes under any Derivative Agreement shall be deposited into the Interest Funding Subaccount for such Tranche.

(b) Unless otherwise provided in the applicable Terms Document, any amounts that are received from the Derivative Counterparty with respect to principal of a Tranche of Notes under any Derivative Agreement shall be deposited into the Principal Funding Subaccount for such Tranche.

(c) Amounts received under any Derivative Agreement with respect to any Tranche in a currency other than U.S. Dollars, and any other amounts that are excluded from clauses (a) and (b) under the applicable Terms Document for such Tranche, shall be paid or deposited as specified in such Terms Document.

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Section 3.04. Withdrawals from Interest Funding Subaccounts. The Indenture Trustee shall, after all allocations pursuant to Section 3.01, withdraw funds from the Interest Funding Subaccount for each Tranche of Notes, and convert and remit such funds, as applicable, as set forth below. In no event will the aggregate amount of the withdrawals from an Interest Funding Subaccount for any month be more than the amount on deposit in the applicable Interest Funding Subaccount. A single Tranche of Notes may be entitled to more than one of the following withdrawals in any month.

(1) Withdrawals for Dollar Notes. On each Interest Payment Date (or as otherwise specified in the applicable Terms Document) with respect to each Tranche of Dollar Notes, an amount equal to the interest due on the applicable Tranche of Notes on such Interest Payment Date (including any amount due with respect to an Interest Allocation Shortfall) will be withdrawn from the Interest Funding Subaccount for such Tranche and remitted to the applicable Paying Agent(s) or as otherwise provided in the applicable Terms Document.

(2) Withdrawals for Payments to Derivative Counterparties. On each date on which a payment is required to be made to the Derivative Counterparty under the applicable Derivative Agreement (or as otherwise specified in the applicable Terms Document) with respect to any Tranche of Notes that has a Performing Derivative Agreement for interest (or any other Tranche of Notes specified in the applicable Terms Document), an amount equal to the amount of the payment to be made to the Derivative Counterparty under the applicable Derivative Agreement (including any overdue payment and any additional interest on overdue payments) will be withdrawn from the Interest Funding Subaccount for such Tranche and paid to the applicable Derivative Counterparty or as otherwise provided in the applicable Terms Document.

(3) Withdrawals for Foreign Currency Notes with a non-Performing Derivative Agreement for Interest. On each Interest Payment Date (or as otherwise specified in the applicable Terms Document) with respect to each Tranche of Foreign Currency Notes that has a non-Performing Derivative Agreement for interest, the amount specified in the applicable Terms Document will be withdrawn from the Interest Funding Subaccount for such Tranche and, if so specified in the applicable Terms Document, converted to the applicable foreign currency at the spot exchange rate determined in accordance with the applicable Terms Document and remitted to the applicable Paying Agent(s) or as otherwise provided in the applicable Terms Document.

(4) Withdrawals for Discount Notes. Unless otherwise specified in the applicable Terms Document, on each applicable Monthly Principal Accretion Date, with respect to each Tranche of Discount Notes, an amount equal to the amount of the accretion of principal of that Tranche of Notes from and including the prior Monthly Principal Accretion Date to but

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excluding the applicable Monthly Principal Accretion Date will be withdrawn from the Interest Funding Subaccount for such Tranche. Such amount shall be paid to the Master Trust Trustee for the DCMT for deposit in the Collections Account for the DCMT for reinvestment in new receivables (or retention in such Collections Account pending availability of new receivables) or, on the Expected Maturity Date for such Tranche, paid to the Noteholders of such Tranche in respect of the Stated Principal Amount. If and when any Additional Collateral Certificates are added to the Note Issuance Trust, any provisions to allocate such amount to such Additional Collateral Certificates shall be specified in the documents relating to such addition.

(5) Excess Amounts. After payment in full of any Tranche of Notes, including payment of all amounts payable pursuant to clauses (1) through (4) of this Section 3.04, as applicable, any amounts remaining on deposit in the applicable Interest Funding Subaccount will be withdrawn from such Interest Funding Subaccount and the aggregate amount of such withdrawals shall be distributed to the Beneficiary (as defined in the Trust Agreement) in accordance with Section 4.01 of the Trust Agreement.

Section 3.05. Withdrawals from Principal Funding Subaccounts. The Indenture Trustee shall, after all allocations pursuant to Section 3.01, withdraw funds from the Principal Funding Subaccount of each Tranche of Notes, and convert and remit such funds, as applicable, as set forth below. In no event will the aggregate amount of the withdrawals from a Principal Funding Subaccount for any month be more than the amount on deposit in the applicable Principal Funding Subaccount. A single Tranche may be entitled to more than one of the following withdrawals in any month.

(1) Withdrawals for Dollar Notes for Principal. On each applicable Principal Payment Date (or as otherwise specified in the applicable Terms Document) with respect to each Tranche of Dollar Notes for principal, an amount equal to the principal due on such Tranche of Notes on such Principal Payment Date will be withdrawn from the Principal Funding Subaccount for such Tranche and remitted to the applicable Paying Agent(s) or as otherwise provided by the applicable Terms Document.

(2) Withdrawals for Payments to Derivative Counterparties. On each date on which a payment is required to be made to the applicable Derivative Counterparty under the applicable Derivative Agreement (or as otherwise specified in the applicable Terms Document) with respect to any Tranche of Notes that has a Performing Derivative Agreement for principal (or any other Tranche of Notes specified in the applicable Terms Document), an amount equal to the amount of the payment to be made under the applicable Derivative Agreement will be withdrawn from the Principal Funding Subaccount for such Tranche and paid to the applicable Derivative Counterparty or as otherwise provided by the applicable Terms Document.

(3) Withdrawals for Foreign Currency Notes with non-Performing Derivative Agreements for Principal. On each applicable Principal Payment Date (or as otherwise specified in the applicable Terms Document) with respect to a Tranche of Foreign Currency Notes that has a non-Performing Derivative Agreement for principal, the amount specified in the applicable Terms Document will be withdrawn from the Principal Funding Subaccount for such Tranche and, if so specified in the applicable Terms Document, converted to the applicable foreign currency at the spot exchange rate determined in accordance with the applicable Terms Document and remitted to the applicable Paying Agent(s) or as otherwise provided by the applicable Terms Document.

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(4) Withdrawal of Prefunding Excess Amount. The Prefunding Excess Amount for each Tranche of Notes shall be withdrawn from the Principal Funding Subaccount for such Tranche and deposited into the DiscoverSeries Collections Account as set forth in step (59) of the Cash Flows (Withdrawal of Prefunding Excess Amounts for use as Series Principal Amounts); provided, however, that any such withdrawal made on the date of issuance of any Tranche of Class B, Class C or Class D Notes, if such date is not a Distribution Date, shall be paid to the Master Trust Trustee for the DCMT for deposit in the Collections Account for the DCMT for reinvestment in new receivables (or retention in such Collections Account pending availability of new receivables). If and when any Additional Collateral Certificates are added to the Note Issuance Trust, any provisions to allocate such amount to such Additional Collateral Certificates shall be specified in the documents relating to such addition.

(5) Excess Amounts. After payment in full of any Tranche of Notes pursuant to clauses (1) through (4) of this Section 3.05, as applicable, any amounts remaining on deposit in the applicable Principal Funding Subaccount will be withdrawn from such Principal Funding Subaccount and the aggregate amount of such withdrawals shall be distributed to the Beneficiary (as defined in the Trust Agreement) in accordance with Section 4.01 of the Trust Agreement.

Section 3.06. Payments on Foreign Currency Notes. Except as set forth in Sections 3.04 and 3.05 above, (i) any funds received under any Derivative Agreement for any Foreign Currency Notes shall be deposited into the account specified in the applicable Terms Document and (ii) any payments of interest, principal or other amounts due on Foreign Currency Notes shall be made in the manner and from the accounts specified in the applicable Terms Document.

ARTICLE IV

Early Redemption Events and Other Provisions Relating to Special Allocations of Principal

Section 4.01. Early Redemption Events.

(a) In addition to the events identified as Early Redemption Events in Section 1201 of the Indenture, each of the following events will be an “Early Redemption Event” with respect to the DiscoverSeries Notes:

(i) if for any Distribution Date, (x) the average of the Excess Spread Amounts for the three consecutive Distribution Dates ending on and including such Distribution Date is less than the Required Excess Spread Amount for such Distribution Dates, (y) for so long as the Series 2007-CC Collateral Certificate is the only Collateral Certificate owned by the Issuer, the three month rolling average Group Excess Spread is less than zero and (z) for so long as the Series 2007-CC Collateral Certificate is the only Collateral Certificate owned by the Issuer and any series issued by the DCMT is outstanding that is not designated as an Interchange Series in accordance with the DCMT Pooling and Servicing Agreement and the series supplement for such series, the three month rolling average Interchange Subgroup Excess Spread is less than zero (as each such term is defined in the Series 2007-CC Supplement) (such event, an “Excess Spread Early Redemption Event”);

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(ii) if any Amortization Event with respect to the Series 2007-CC Collateral Certificate has occurred;

(iii) if any Trust Portfolio Repurchase Event has occurred with respect to the DCMT and Discover Funding LLC is required to repurchase Principal Receivables (as defined in the DCMT Pooling and Servicing Agreement) as a result thereof;

(iv) if any Series Repurchase Event has occurred with respect to the Series 2007-CC Collateral Certificate and Discover Funding LLC is required to repurchase the Series 2007-CC Collateral Certificate as a result thereof; or

(v) if the applicable Note Rating Agencies so require upon the addition of any Collateral Certificate (other than the Series 2007-CC Collateral Certificate) to the Note Issuance Trust, the occurrence of an Amortization Event, Trust Portfolio Repurchase Event, Series Repurchase Event or any comparable event, however designated, with respect to any Additional Collateral Certificate.

Notwithstanding the foregoing, no event set forth in subclause (ii), (iii), (iv) or (v) shall be an Early Redemption Event if at the time of such event, the Note Issuance Trust owns one or more Additional Collateral Certificates and is able to reinvest all amounts received as a result of such event in such Additional Collateral Certificates (or, if such event occurs with respect to such Additional Collateral Certificates, the Note Issuance Trust is able to reinvest all such amounts in the Series 2007-CC Collateral Certificate or other Additional Collateral Certificates).

(b) In addition, the Terms Document for any Tranche of Notes may list additional events which are “Early Redemption Events” with respect to such Tranche.

(c) If, for any Distribution Date within three months following an Excess Spread Early Redemption Event, (x) the Excess Spread Amount multiplied by 12 as a percentage of the Nominal Liquidation Amount for all DiscoverSeries Notes is not less than 4.50%, (y) for so long as the Series 2007-CC Collateral Certificate is the only Collateral Certificate owned by the Issuer, the Group Excess Spread multiplied by 12 as a percentage of the Aggregate Investor Interest is not less than 4.50%, or (z) for so long as the Series 2007-CC Collateral Certificate is the only Collateral Certificate owned by the Issuer and any DCMT series that is not an Interchange Series is outstanding, the Interchange Subgroup Excess Spread multiplied by 12 as a percentage of the Series Investor Interests for all Interchange Series is not less than 4.50% (any event described in clause (x), (y) or (z), an “Excess Spread Early Redemption Cure”), then unless another Early Redemption Event or Event of Default has occurred (other than an Excess Spread Early Redemption Event), the early redemption of the Notes shall cease (provided that any amounts allocated to any principal funding subaccount on such Distribution Date in connection with any Excess Spread Early Redemption Event occurring or in effect on the prior Distribution Date shall be paid to Noteholders notwithstanding such Excess Spread Early Redemption Cure), any amounts held with respect to the Required Daily Deposit as a result of such Excess Spread Early Redemption Event may be immediately released to the extent contemplated in the final

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paragraph of the definition thereof, the Targeted Principal Deposit for each Tranche shall no longer be determined pursuant to clause (c) of the definition thereof, and principal shall not be paid on any Distribution Date that was not a scheduled Principal Payment Date for such Tranche as set forth in the applicable Terms Document; provided, however, that if,

(i) for any Distribution Date within the three months immediately after such Excess Spread Early Redemption Cure has occurred, the conditions establishing the original Excess Spread Early Redemption Event continue to exist (i.e., the Excess Spread Amount, Group Excess Spread and Interchange Subgroup Excess Spread on a three-month rolling average basis each continue to be less than zero), then unless any condition set forth in any of clauses (x), (y) or (z) above is satisfied for such Distribution Date (i.e., any of the Excess Spread Amount, Group Excess Spread or Interchange Subgroup Excess Spread on a one-month basis, as applicable, multiplied by 12 and as a percentage of the Nominal Liquidation Amount for all DiscoverSeries Notes or the Aggregate Investor Interest, as applicable, is not less than 4.50%), or

(ii) for any Distribution Date within the three months immediately after such Excess Spread Early Redemption Cure has occurred, each of the Excess Spread Amount, the Group Excess Spread and the Interchange Subgroup Excess Spread, as applicable, is less than zero the early redemption of the Notes shall resume and all allocations or calculations that are required to be based on the Nominal Liquidation Amount of any Tranche immediately prior to the occurrence of an Early Redemption Event will be made as though the original Excess Spread Early Redemption Event had occurred and such Excess Spread Early Redemption Cure had not occurred. An Excess Spread Early Redemption Cure shall not be permitted within twelve months of a prior Excess Spread Early Redemption Cure.

Following an Excess Spread Early Redemption Cure, the Accumulation Amount for each Tranche of Notes shall be adjusted by the Calculation Agent to give effect to any payments made in connection with the early redemption of the Notes prior to such Excess Spread Early Redemption Cure.

Notwithstanding the foregoing, an Excess Spread Early Redemption Cure shall only occur if the Calculation Agent certifies in good faith that the Excess Spread Early Redemption Event for a Tranche of Notes has occurred as a result of the introduction of or any change in or in the interpretation or application of any law or regulation, or the imposition of any guideline or request from any central bank or other Governmental Authority (including, without limitation, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government), accounting standards board or any comparable entity. The Issuer may change any of the percentages set forth in clauses (x), (y) or (z) (or the proviso in the first paragraph) of this clause (c) without the consent of any Noteholders at any time that any of the Excess Spread Amount, Group Excess Spread or Interchange Subgroup Excess Spread on a three-month rolling average basis, multiplied by 12 and as a percentage of the Nominal Liquidation Amount for all DiscoverSeries Notes or the Aggregate Investor Interest, as applicable, has been not less than the percentage set forth in clause (x), (y) or (z) (as adjusted in accordance with this Section 4.01(c)), as applicable, for six consecutive months, if the Issuer has satisfied the Rating Agency Condition with respect to any applicable Note Rating Agency for all Tranches of Outstanding Discover Series Notes; provided, however, that, unless otherwise provided in the Terms Document for such Tranche, no such percentage may be reduced below 0.50%.

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For the purposes of this Section 4.01(c), the Excess Spread Amount, the Group Excess Spread and the Interchange Subgroup Excess Spread will be determined on a pro forma basis, for which Finance Charge Amounts will be determined as though the Finance Charge Allocation Amount for each Tranche of Notes is the Nominal Liquidation Amount for such Tranche as of the first day of the related Due Period.

Section 4.02. Variable Accumulation Period. Unless otherwise provided in the Terms Document for any Tranche of Notes, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period for any Tranche of Notes and determine a new Accumulation Commencement Date, subject to the conditions set forth in this Section 4.02; provided, however, that the Accumulation Period shall commence no later than the first day of the Due Period related to the Expected Maturity Date for such Tranche. Any such delay by the Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to any prior delay in the commencement of the Accumulation Period pursuant to this Section 4.02).

The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer is able to deliver to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period for any Tranche of Notes of the DiscoverSeries will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (and the Calculation Agent shall deliver such certificate); (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; (iii) the Rating Agency Condition shall be satisfied for all Tranches of Outstanding DiscoverSeries Notes; and (iv) the Accumulation Amount, the Accumulation Commencement Date and the Accumulation Period Length shall have been adjusted.

Section 4.03. Calculation of Targeted Prefunding Deposit. On any Distribution Date on which the Targeted Principal Deposit for any Tranche of Class B Notes, Class C Notes or Class D Notes is greater than zero, if any Required Subordinated Amount Shortfall is greater than zero (determined after giving effect to Section 4.04(a),) the Calculation Agent shall determine each Tranche for which the Indenture Trustee, subject to the Cash Flows set forth in Section 3.01, shall make a Targeted Prefunding Deposit for such Distribution Date and the amount of such Targeted Prefunding Deposit in the following manner. For the purpose of this Section 4.03, the “Required Subordinated Amount Shortfall” of a Subordinated Class of Notes for a Senior Class of Notes means the aggregate Required Subordinated Amount of the Subordinated Class of Notes for all Tranches of the Senior Class of Notes minus the aggregate Nominal Liquidation Amount of all Tranches of the Subordinated Class of Notes, in each case after giving effect to all Targeted Principal Deposits for all Tranches of Notes for such Distribution Date (whether or not such Targeted Principal Deposits are paid on such Distribution Date in accordance with the Cash

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Flows set forth in Section 3.01). Following each determination of a Targeted Prefunding Deposit for any Tranche of Notes, the Calculation Agent shall redetermine each Required Subordinated Amount Shortfall after giving effect to such deposit, and shall continue to determine Tranches for which the Indenture Trustee, subject to the Cash Flows set forth in Section 3.01, shall make a Targeted Prefunding Deposit until all Required Subordinated Amount Shortfalls have been reduced to zero.

(a) Determination of Prefunding Class.

(i) If any of

• the Required Subordinated Amount Shortfall of Class B Notes for Class A Notes, the Required Subordinated Amount Shortfall of Class C Notes for Class A Notes or

• the Required Subordinated Amount Shortfall of Class D Notes for Class A Notes is greater than zero, the “Prefunding Class” will be Class A.

(ii) If clause (a) (i) is not applicable, and either

• the Required Subordinated Amount Shortfall of Class C Notes for Class B Notes or

• the Required Subordinated Amount Shortfall of Class D Notes for Class B Notes

is greater than zero, the “Prefunding Class” will be Class B.

(iii) If neither clause (a)(i) nor clause (a)(ii) is applicable, and the Required Subordinated Amount Shortfall of Class D Notes for Class C Notes is greater than zero, the “Prefunding Class” will be Class C.

(b) Determination of Determinant Class.

(i) If the Prefunding Class is Class A and among the Required Subordinated Amount Shortfall of Class B Notes for Class A Notes, the Required Subordinated Amount Shortfall of Class C Notes for Class A Notes or the Required Subordinated Amount Shortfall of Class D Notes for Class A Notes, the largest is:

(x) the Required Subordinated Amount Shortfall of Class B Notes for Class A Notes, the “Determinant Class” is Class B;

(y) the Required Subordinated Amount Shortfall of Class C Notes for Class A Notes, the “Determinant Class” is Class C; and

(z) the Required Subordinated Amount Shortfall of Class D Notes for Class A Notes, the “Determinant Class” is Class D.

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(ii) If the Prefunding Class is Class B and the Required Subordinated Amount Shortfall of Class C Notes for Class B Notes is greater than the Required Subordinated Amount Shortfall of Class D Notes for Class B Notes, the “Determinant Class” is Class C, and otherwise it is Class D.

(iii) If the Prefunding Class is Class C, the “Determinant Class” is Class D.

(c) Determination of Prefunding Tranche.

Among all Tranches of the Prefunding Class, the “Prefunding Tranche” is, if only one Tranche has the largest Required Subordinated Percentage of the Determinant Class of Notes, such Tranche, and if more than one Tranche shares the largest Required Subordinated Percentage of the Determinant Class of Notes, each such Tranche.

(d) Determination of Targeted Prefunding Deposit.

The Calculation Agent will determine the following amounts:

(i) the sum of the Nominal Liquidation Amount for each Prefunding Tranche,

and

(ii)   (x) the Required Subordinated Amount Shortfall of the Determinant Class for the Prefunding Class, divided by

(y) the Required Subordinated Percentage of the Determinant Class for each Prefunding Tranche.

The “Targeted Prefunding Deposit” for each Prefunding Tranche of the Prefunding Class will be the lesser of the amount determined in clause (d)(i) and the amount determined in clause (d)(ii) above multiplied by a fraction, the numerator of which is the Nominal Liquidation Amount of such Prefunding Tranche and the denominator of which is the Nominal Liquidation Amount of all Prefunding Tranches, in each case remaining after step (59) of the Cash Flows (Withdrawal of Prefunding Excess Amounts for use as Series Principal Amounts).

Section 4.04. Calculation of Prefunding Excess Amounts.

(a) On each Distribution Date, amounts on deposit in the applicable Principal Funding Subaccount that had been previously deposited as part of any Targeted Prefunding Deposit for such Tranche, up to, (a) for any Tranche that does not have an Accumulation Period, for any Distribution Date that is a Principal Payment Date for such Tranche, the amount

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scheduled to be paid on such Principal Payment Date as specified in the related Terms Document, plus any Targeted Principal Deposit that was scheduled to be paid on any previous Principal Payment Date that was not so paid, (b) for any Tranche in its Accumulation Period, the Accumulation Amount for such Tranche, plus any Accumulation Amount that was scheduled to be deposited on any previous Distribution Date in the Accumulation Period that was not so deposited, and (c) for any Tranche that has a Performing or non-Performing Derivative Agreement for principal that provides for a payment to the applicable Derivative Counterparty, the amount specified in the related Terms Document as the amount to be deposited on the applicable Distribution Date with respect to any payment to the Derivative Counterparty, plus any amount that was scheduled to be deposited on any previous Distribution Date that was not so deposited, shall be treated as having been applied in satisfaction of such deposit or payment and shall no longer be considered Targeted Prefunding Deposits for purposes of this Section 4.04 or any other provision of this Indenture Supplement.

(b) On each Distribution Date, if any amounts deposited with respect to any Targeted Prefunding Deposit remain on deposit with respect to any Tranche of Notes after giving effect to clause (a) above, the Calculation Agent shall make a pro forma determination of the Adjusted Outstanding Dollar Principal Amount of each such Tranche after adding thereto such amounts on deposit, and shall determine the Targeted Prefunding Deposit for each Tranche of Notes in accordance with the methodology set forth in Section 4.03 above after giving effect to such pro forma determination. The “Prefunding Excess Amount” for each Tranche of Notes is the positive difference, if any, between the amount of funds on deposit in the Principal Funding Subaccount for such Tranche that the Indenture Trustee has previously deposited in connection with a Targeted Prefunding Deposit (less any amounts recharacterized under clause (a)) and the amount determined for each such Tranche as the Targeted Prefunding Deposit in accordance with such pro forma calculation. For the avoidance of doubt, if the Required Subordinated Amount Shortfall of any Subordinated Class of Notes for any Senior Class of Notes is zero after giving effect to such pro forma determination of the Adjusted Outstanding Dollar Principal Amounts of each such Tranche, all funds on deposit in the Principal Funding Subaccount for each Tranche belonging to such Senior Class that the Indenture Trustee has previously deposited in connection with a Targeted Prefunding Deposit (less any amounts recharacterized under clause (a)) shall be considered Prefunding Excess Amounts and shall be withdrawn from each applicable Principal Funding Subaccount in accordance with Section 3.05(4).

Section 4.05. Receivables Sale.

(a) (i) If a Tranche of Notes has been accelerated pursuant to Section 702 of the Indenture following an Event of Default, the Indenture Trustee may, and at the direction of the Majority Holders of that Tranche of Notes will, notify each Master Trust Trustee to sell an amount of Receivables (as defined in the applicable Pooling and Servicing Agreement or as comparably defined in any other applicable agreement relating to any Additional Collateral Certificate) equal to

(x) the sum of

(1) the Nominal Liquidation Amount of the affected Tranche and

(2) any accrued, past due or additional interest on the affected Tranche, multiplied by

(y) Series 2007-CC Collateral Certificate Percentage or Additional Collateral Certificate Percentage, as applicable pursuant to Section 12(b) of the Series 2007-CC Supplement or any comparable provision in any such other agreement, in each case to the extent provided in the Indenture.

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(ii) The Indenture Trustee will cause each Master Trust Trustee to sell Receivables pursuant to clause (a)(i) above only if at least one of the following conditions is met:

(A) the Holders of 90% of the aggregate Outstanding Dollar Principal Amount of the accelerated Tranche of Notes consent;

(B) the aggregate Receivables Sale Proceeds of such sale (plus amounts on deposit in the applicable Subaccounts and payments to be received from any applicable Derivative Agreement, any Supplemental Credit Enhancement Provider or any Supplemental Liquidity Provider) would be sufficient to pay all amounts due on the accelerated Tranche of Notes; or

(C) the Indenture Trustee determines that the funds to be allocated to the accelerated Tranche of Notes, including (1) Series Finance Charge Amounts and Series Principal Amounts allocable to the accelerated Tranche of Notes, (2) payments to be received under any applicable Derivative Agreement, Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement and (3) amounts on deposit in the applicable Subaccounts, may not be sufficient on an ongoing basis to make payments on the accelerated Tranche of Notes as such payments would have become due if such obligations had not been declared due and payable, and the Holders of 66-2/3 % of the Outstanding Dollar Principal Amount of the accelerated Tranche of Notes consent to the sale.

(iii) In the case of an acceleration of a Tranche of a Subordinated Class, unless the Targeted Prefunding Deposits for all Tranches of Senior Class on the following Distribution Date are zero, such sale will be delayed until a level of prefunding of the Principal Funding Subaccounts for the Senior Classes of Notes of that Series has been reached such that the amount of such accelerated Tranche is no longer required to provide subordination for the Senior Classes of Notes.

(iv) Notwithstanding any other provision herein or in the Series 2007-CC Supplement, the Indenture Trustee shall not cause any Master Trust Trustee to sell Receivables to Discover Bank and any of its Affiliates.

(b) If the Nominal Liquidation Amount with respect to any Tranche of Notes is greater than zero on its Legal Maturity Date (after giving effect to any adjustments, deposits and distributions otherwise to be made on that Legal Maturity Date), the Indenture Trustee shall notify each Master Trust Trustee to sell an amount of Receivables equal to the amount of clause (a)(x) multiplied by the percentage of clause (a)(y) pursuant to Section 12(b) of the Series 2007-CC Supplement or any comparable provision in any such other agreement, in each case to the extent provided in the Indenture.

115

ARTICLE V

Issuer Accounts and Investments

Section 5.01. Issuer Accounts.

(a) On or before the Closing Date, the Indenture Trustee will cause to be established and maintained six Eligible Deposit Accounts denominated as follows: the “DiscoverSeries Collections Account,” the “Interest Funding Account,” the “Principal Funding Account,” the “Accumulation Reserve Account,” the “Class C Reserve Account” and the “Class D Reserve Account” in the name of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series Noteholders (or, in the case of the Class C Reserve Account, for the benefit of the Class C Noteholders or, in the case of the Class D Reserve Account, for the benefit of the Class D Noteholders). The DiscoverSeries Collections Account, the Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account, the Class C Reserve Account and the Class D Reserve Account constitute Issuer Accounts, shall be maintained in accordance with Article IV of the Indenture , and shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series Noteholders (or, in the case of the Class C Reserve Account, for the benefit of the Class C Noteholders or, in the case of the Class D Reserve Account, for the benefit of the Class D Noteholders). If, at any time, the institution holding any of the DiscoverSeries Collections Account, the Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account, the Class C Reserve Account or the Class D Reserve Account ceases to be an Eligible Institution, the Issuer will within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which the applicable Note Rating Agencies may consent) establish a new DiscoverSeries Collections Account, Interest Funding Account, Principal Funding Account, Accumulation Reserve Account, Class C Reserve Account or Class D Reserve Account, as the case may be, that is an Eligible Deposit Account and shall transfer any cash and other property to such new DiscoverSeries Collections Account, Interest Funding Account, Principal Funding Account, Accumulation Reserve Account, Class C Reserve Account or Class D Reserve Account, as the case may be. From the date such new DiscoverSeries Collections Account, Interest Funding Account, Principal Funding Account, Accumulation Reserve Account, Class C Reserve Account or Class D Reserve Account is established, it will be the “DiscoverSeries Collections Account,” the “Interest Funding Account,” the “Principal Funding Account,” the “Accumulation Reserve Account,” the “Class C Reserve Account” or the “Class D Reserve Account,” as the case may be. Each Tranche of Notes will have its own Subaccount within the Interest Funding Account, the Principal Funding Account and the Accumulation Reserve Account; each Tranche of Class C Notes will have its own Subaccount within the Class C Reserve Account, if applicable; and each Tranche of Class D Notes will have its own

116

Subaccount within the Class D Reserve Account, if applicable. The DiscoverSeries Collections Account, the Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account, the Class C Reserve Account and the Class D Reserve Account will receive deposits pursuant to Article III.

(b) Notwithstanding any provision of Section 403(a) of the Indenture to the contrary, any prefunded amounts on deposit in the Principal Funding Account will be invested in Permitted Investments that will mature no later than the following Distribution Date.

(c) All payments to be made from time to time by the Indenture Trustee to Noteholders out of funds in the Interest Funding Account or the Principal Funding Account pursuant to this Indenture Supplement will be made by the Indenture Trustee to the Paying Agent not later than the time required by the applicable Depository on the applicable Interest Payment Date or Principal Payment Date but only to the extent of funds on deposit in the applicable Subaccount or as otherwise provided in Article III.

(d) 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 Class C Reserve Account will be retained in the Class C Reserve Account (to the extent that the sum of the amount on deposit in the Class C Reserve Account with respect to the related Due Period is less than the required balance for the Class C Reserve Account for that Due Period) and the excess, if any, will be paid to the Issuer pursuant to step (51) (Withdrawal of Excess Deposits from Class C Reserve Subaccounts for use as Series Finance Charge Amounts) of Section 3.01.

(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 Class D Reserve Account will be retained in the Class D Reserve Account (to the extent that the sum of the amount on deposit in the Class D Reserve Account with respect to the related Due Period is less than the required balance for the Class D Reserve Account for that Due Period) and the excess, if any, will be paid to the Issuer pursuant to step (52) (Withdrawal of Excess Deposits from Class D Reserve Subaccounts for use as Series Finance Charge Amounts) of Section 3.01.

[Remainder of page intentionally blank; signature page follows]

117

IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement for the DiscoverSeries Notes to be duly executed, all as of the day and year first above written.

DISCOVER CARD EXECUTION NOTE TRUST, as Issuer
By:	Wilmington Trust Company, not in its individual capacity but solely as Owner Trust
By:
Name:
Title:
U.S. BANK. NATIONAL ASSOCIATION, as Indenture Trustee
By:
Name:
Title:

Exhibit E

Form of Noteholders’ Monthly Statement

Discover Card Execution Note Trust

DiscoverSeries Monthly Statement

Distribution Date:                  ,          Month Ending:                  ,         

Pursuant to the Amended and Restated Indenture dated as of [                    ], as amended, (the “Indenture”) by and between Discover Card Execution Note Trust (the “Note Issuance Trust”) and U.S. Bank National Association as Indenture Trustee (the “Indenture Trustee”) and the Second Amended and Restated Indenture Supplement dated as of [                    ], as amended, for the DiscoverSeries Notes, by and between the Note Issuance Trust and the Indenture Trustee (the “Indenture Supplement”), the Note Issuance Trust is required to prepare certain information each month regarding current distributions to noteholders. We have set forth below this information regarding the DiscoverSeries Notes and certain other information required under the Securities Exchange Act of 1934, as amended, for the Distribution Date listed above, as well as for the calendar month ended on the date listed above. Capitalized terms used in this report without definition have the meanings given to them in the Indenture or the Indenture Supplement. The Indenture and the Indenture Supplement were filed with the Securities and Exchange Commission under the file number [                    ] as follows:

Indenture	As Exhibit [    ] to the Note Issuance Trust’s current report on From 8-K filed on [                    ].
Amended and Restated Indenture Supplement	As Exhibit [    ] to the Note Issuance Trust’s current report on From 8-K filed on [                    ].

1. Interest to be paid on this Distribution Date:

Tranche	CUSIP Number	LIBOR Determination Date	Interest Payment Date	Interest Rate	Number of Days in the Interest Accrual Period	Amount of interest paid on this Distribution Date	Amount of interest paid on this Distribution Date per $1000 of Outstanding Dollar Principal Amount
Class A(    -  )
Class A(    -  )
Class A(    -  )
Total Class A
Class B(    -  )
Class B(    -  )
Class B(    -  )
Total Class B
Class C(    -  )
Class C(    -  )
Class C(    -  )
Total Class C
[Class D(    -  )]
[Class D(    -  )]
[Class D(    -  )]
[Total Class D]
Total

2. Principal to be paid on this Distribution Date:

Tranche	CUSIP Number	Scheduled principal payments	Shortfall in scheduled principal payments	Amount of principal paid on this Distribution Date	Amount of principal paid per $1000 of Stated Principal Amount	Total amount of principal paid through this Distribution Date
Class A(    -  )
Class A(    -  )
Class A(    -  )
Total Class A
Class B(    -  )
Class B(    -  )
Class B(    -  )
Total Class B
Class C(    -  )
Class C(    -  )
Class C(    -  )
Total Class C
[Class D(    -  )]1
[Class D(    -  )]
[Class D(    -  )]
[Total Class D]
Total

3. Principal Amounts and Nominal Liquidation Amount:

(as of end of [Month][Year]) (reflects issuances during [Month][Year] and principal payments and Nominal Liquidation Amount Deficits after giving effect to all allocations on this Distribution Date)

Tranche	Stated Principal Amount	Outstanding Dollar Principal Amount	Adjusted Outstanding Dollar Principal Amount	Nominal Liquidation Amount
Class A(    -  )
Class A(    -  )
Class A(    -  )
Total Class A
Class B(    -  )
Class B(    -  )
Class B(    -  )
Total Class B
Class C(    -  )
Class C(    -  )
Class C(    -  )
Total Class C
[Class D(    -  )]
[Class D(    -  )]
[Class D(    -  )]
[Total Class D]
Total

E-2

4. Nominal Liquidation Amount for Tranches of Notes Outstanding:

(including all tranches issued as of the end of [Month][Year], after taking into account all allocations expected to occur on the Distribution Date)

Tranche	Nominal Liquidation Amount as of the beginning of Due Period	Increase due to Accretion of Principal for Discount Notes	Increase due to withdrawals of Prefunding Excess Amounts from Principal Funding Subaccount	Increase due to reimbursement of Nominal Liquidation Amount Deficits	Reductions due to allocation of charged-off receivables	Increases and reductions due to reallocation of charged-off receivables	Reductions due to reallocation of Series Principal Amounts	Reductions due to deposits into Principal Funding Subaccount	Nominal Liquidation Amount as of the end of Due Period
Class A(    -  )							N/A
Class A(    -  )							N/A
Class A(    -  )							N/A
Total Class A							N/A
Class B(    -  )
Class B(    -  )
Class B(    -  )
Total Class B
Class C(    -  )
Class C(    -  )
Class C(    -  )
Total Class C
[Class D(    -  )]
[Class D(    -  )]
[Class D(    -  )]
[Total Class D]
Total

E-3

Tranche	Cumulative unreimbursed Nominal Liquidation Amount Deficit
Class A(    -  )
Class A(    -  )
Class A(    -  )
Total Class A
Class B(    -  )
Class B(    -  )
Class B(    -  )
Total Class B
Class C(    -  )
Class C(    -  )
Class C(    -  )
Total Class C
[Class D(    -  )]
[Class D(    -  )]
[Class D(    -  )]
[Total Class D]
Total

5. Targeted Deposits to Principal Funding Subaccounts with respect to this Distribution Date:

		Targeted deposit to Principal Funding Subaccount		Shortfalls in targeted deposit		Amounts	Prefunding
Tranche	Beginning Principal Funding Subaccount balance	Amount scheduled to be deposited on this Distribution Date	Previous shortfalls	to Principal Funding Subaccount with respect to this Distribution Date	Actual deposit to Principal Funding Subaccount	withdrawn from Principal Funding Subaccount for payment to Noteholders	Excess Amounts withdrawn from Principal Funding Subaccount	Ending Principal Funding Subaccount balance	Income earned on funds on deposit in Principal Funding Subaccount
Class A(    -  )
Class A(    -  )
Class A(    -  )
Total Class A
Class B(    -  )
Class B(    -  )
Class B(    -  )
Total Class B
Class C(    -  )
Class C(    -  )
Class C(    -  )
Total Class C
[Class D(    -  )]
[Class D(    -  )]
[Class D(    -  )]
[Total Class D]
Total

E-4

6. Prefunding with respect to this Distribution Date:

Tranche	Beginning balance of prefunded deposits	Prefunded amount applied to scheduled principal deposits	Targeted Prefunding Deposits	Prefunding Excess Amounts withdrawn from Principal Funding Subaccount	Actual deposit to Principal Funding Subaccount for prefunding	Ending balance of prefunded deposits
Class A(    -  )
Class A(    -  )
Class A(    -  )
Total Class A
Class B(    -  )
Class B(    -  )
Class B(    -  )
Total Class B
[Class C(    -  )]
[Class C(    -  )]
[Class C(    -  )]
[Total Class C]
Total

7. Targeted Deposits to Interest Funding Subaccounts with respect to this Distribution Date:

Tranche	Beginning Interest Funding Subaccount balance	Targeted deposit to Interest Funding Subaccount with respect to this Distribution Date			Shortfalls in targeted deposit to Interest Funding Subaccount with respect to this Distribution Date	Actual deposit to Interest Funding Subaccount	Amounts withdrawn from Interest Funding Subaccount for payment to Noteholders	Ending Interest Funding Subaccount balance	Income earned on funds on deposit in Interest Funding Subaccount
		Interest accrued during monthly interest accrual period	Previous shortfalls	Total targeted deposit to Interest Funding Subaccount
Class A(    -  )
Class A(    -  )
Class A(    -  )
Total Class A
Class B(    -  )
Class B(    -  )
Class B(    -  )
Total Class B
Class C(    -  )
Class C(    -  )
Class C(    -  )
Total Class C
[Class D(    -  )]
[Class D(    -  )]
[Class D(    -  )]
[Total Class D]
Total

E-5

[8. Deposits to and Withdrawals from Class C Reserve Subaccounts:]

Tranche	Beginning Class C Reserve Subaccount balance	Income earned on funds on deposit in Class C Reserve Subaccount	Targeted deposit to Class C Reserve Subaccount	Actual deposit to Class C Reserve Subaccount	Amounts withdrawn from Class C Reserve Subaccount for application to Class C Notes	Excess amounts withdrawn from Class C Reserve Subaccount	Ending Class C Reserve Subaccount balance	Cumulative Shortfall in Class C Reserve Subaccount
Class C(    -  )
Class C(    -  )
Class C(    -  )
Total Class C

[9. To be included only following issuance of Class D notes with a reserve account: Deposits to and Withdrawals from Class D Reserve Subaccounts:

Tranche	Beginning Class D Reserve Subaccount balance	Income earned on funds on deposit in Class D Reserve Subaccount	Targeted deposit to Class D Reserve Subaccount	Actual deposit to Class D Reserve Subaccount	Amounts withdrawn from Class D Reserve Subaccount for application to Class D Notes	Excess amounts withdrawn from Class D Reserve Subaccount	Ending Class D Reserve Subaccount balance	Cumulative Shortfall in Class D Reserve Subaccount
Class D(    -  )
Class D(    -  )
Class D(    -  )
Total Class D

]

E-6

10. Deposits to and Withdrawals from Accumulation Reserve Subaccounts:

Tranche	Beginning Accumulation Reserve Subaccount balance	Targeted deposit to Accumulation Reserve Subaccount	Actual deposit to Accumulation Reserve Subaccount	Amounts withdrawn from Accumulation Reserve Subaccount for use as Series Finance Charge Amounts	Excess amounts withdrawn from Accumulation Reserve Subaccount	Ending Accumulation Reserve Subaccount balance	Income earned on funds on deposit in Accumulation Reserve Subaccount
Class A(    -  )
Class A(    -  )
Class A(    -  )
Total Class A
Class B(    -  )
Class B(    -  )
Class B(    -  )
Total Class B
Class C(    -  )
Class C(    -  )
Class C(    -  )
Total Class C
[Class D(    -  )]
[Class D(    -  )]
[Class D(    -  )]
[Total Class D]
Total

11. Class A: Required Subordinated Amount; Available Subordinated Amount; Usage:

	Required Subordinated Amount of Class B Notes		Available Subordinated Amount of Class B Notes		Usage of Class B
Tranche	As of last Distribution Date	As of current Distribution Date	As of last Distribution Date	As of current Distribution Date	As of last Distribution Date	As of current Distribution Date
Class A(    -  )
Class A(    -  )
Class A(    -  )
Total Class A

	Required Subordinated Amount of Class C Notes		Available Subordinated Amount of Class C Notes		Usage of Class C
Tranche	As of last Distribution Date	As of current Distribution Date	As of last Distribution Date	As of current Distribution Date	As of last Distribution Date	As of current Distribution Date
Class A(    -  )
Class A(    -  )
Class A(    -  )
Total Class A

E-7

[To be included only following issuance of Class D notes:

	Required Subordinated Amount of Class D Notes		Available Subordinated Amount of Class D Notes		Usage of Class D
Tranche	As of last Distribution Date	As of current Distribution Date	As of last Distribution Date	As of current Distribution Date	As of last Distribution Date	As of current Distribution Date
Class A(    -  )
Class A(    -  )
Class A(    -  )
Total Class A

]

12. Class B: Required Subordinated Amount; Available Subordinated Amount; Usage:

	Required Subordinated Amount of Class C Notes		Available Subordinated Amount of Class C Notes		Usage of Class C
Tranche	As of last Distribution Date	As of current Distribution Date	As of last Distribution Date	As of current Distribution Date	As of last Distribution Date	As of current Distribution Date
Class B(    -  )
Class B(    -  )
Class B(    -  )
Total Class B

[To be included only following issuance of Class D notes:

	Required Subordinated Amount of Class D Notes		Available Subordinated Amount of Class D Notes		Usage of Class D
Tranche	As of last Distribution Date	As of current Distribution Date	As of last Distribution Date	As of current Distribution Date	As of last Distribution Date	As of current Distribution Date
Class B(    -  )
Class B(    -  )
Class B(    -  )
Total Class B

]

[13. To be included only following issuance of Class D notes: Class C: Required Subordinated Amount; Available Subordinated Amount; Usage:

	Required Subordinated Amount of Class D Notes		Available Subordinated Amount of Class D Notes		Usage of Class D
Tranche	As of last Distribution Date	As of current Distribution Date	As of last Distribution Date	As of current Distribution Date	As of last Distribution Date	As of current Distribution Date
Class C(    -  )
Class C(    -  )
Class C(    -  )
Total Class C

]

E-8

14. Excess Spread Triggers:

	For this Distribution Date	For the preceding Distribution Date	For the second preceding Distribution Date	Three-month average for this Distribution Date
Excess Spread Amount 3
Excess Spread Percentage 4
Group Excess Spread 5
Group Excess Spread Percentage 6

14. Weighted Average Coupon Interest Rate: (7)

	For this Distribution Date
Coupon interest rate (shown as an annualized percentage of total Nominal Liquidation Amount at the beginning of [Month][Year]	[    % ]
Adjusted coupon interest rate (shown as an annualized percentage of total Nominal Liquidation Amount, excluding interest held by wholly-owned subsidiaries of Discover Bank, at the beginning of [Month][Year]	[    % ]
Group coupon interest rate (shown as an annualized percentage of Group Investor Interest at the beginning of [Month][Year]	[    % ]
Adjusted group coupon interest rate (shown as an annualized percentage of Group Investor Interest, excluding interest held by wholly-owned subsidiaries of Discover Bank, at the beginning of [Month][Year]	[    % ]

15. Excess Spread Early Redemption Event: [Yes/No]

16. Delinquency Trigger: [Yes/No]

[insert other notifications regarding Asset Representations Review (if any)]

17. Credit Risk Retention:

[Seller’s interest]

[insert other risk retention or changes]

E-9

18. Investor Communication Requests:

1. Total amount of principal paid through this distribution date with respect to Class D(2009-1) is not shown.

2. The targeted deposit to or withdrawal from the Class C Reserve Account on the current distribution date is based on the three-month average Excess Spread Percentage on the previous distribution date.

3. The Excess Spread Amount means, generally, with respect to the DiscoverSeries notes for any distribution date: the difference, whether positive or negative, between

(x) the sum of

(a) the amount of Finance Charge Amounts allocated to the DiscoverSeries pursuant to the Indenture;

(b) any amounts to be treated as Series Finance Charge Amounts and designated to be a part of the Excess Spread Amount pursuant to any Terms Document, including certain Series 2009-SD Principal Collections so designated through the distribution date in January 2012;

(c) an amount equal to income earned on all funds on deposit in the Principal Funding Account (including all subaccounts of such account) (net of investment expenses and losses); and

(d) the amount withdrawn from the Accumulation Reserve Subaccount to cover the Accumulation Negative Spread on the Principal Funding Subaccounts, and

(y) the sum of all interest, swap payments or accreted discount and servicing fees for the DiscoverSeries notes and reimbursement of all charged-off receivables allocated to the DiscoverSeries, in each case for the applicable period only.

4 The Excess Spread Percentage means, generally, with respect to the DiscoverSeries notes for any distribution date, the Excess Spread Amount, multiplied by twelve and divided by the sum of the Nominal Liquidation Amount of all outstanding DiscoverSeries notes as of the beginning of the related Due Period.

5. The Group Excess Spread is the sum of the series excess spreads for each series in the group to which the Series 2007-CC Collateral Certificate belongs. All series other than the Series 2007-CC Collateral Certificate have been paid in full. Accordingly, the Group Excess Spread equals the Excess Spread Amount for the DiscoverSeries notes beginning with the distribution date in May 2014. If certain issuances are made after the date of this report, they could cause these amounts to diverge again in future months. With respect to series other than Series 2007-CC, if any, the “series excess spread” will generally mean (unless otherwise specified in the series supplement for a series)

(w) the sum of the Class A and Class B finance charge collections, interchange and investment income, minus

(x) the sum of

(a) Class A and Class B monthly interest;

(b) Class A and Class B monthly servicing fees;

(c) Class A and Class B monthly charge-offs; and

(d) the credit enhancement fee;

in each case for the distribution date; minus

(y) for any series of certificates that has a subordinated interest rate swap, any payment made by the master trust pursuant to that interest rate swap

With respect to Series 2007-CC, the “series excess spread” generally means the Excess Spread Amount for the DiscoverSeries notes. See item 13 and footnote 3.

The Group Excess Spread will be reported for so long as the Series 2007-CC collateral certificate is the only collateral certificate owned by the note issuance trust.

6. The Group Excess Spread Percentage will generally mean the Group Excess Spread, multiplied by twelve and divided by the sum of the aggregate investor interest in receivables for all series in the group as of the beginning of the related Due Period. There are currently no series in the group other than the Series 2007-CC Collateral Certificate; therefore, the Group Excess Spread Percentage equals the DiscoverSeries Excess Spread Percentage.

E-10

7. Coupon interest is the sum of the monthly interest deposited into the DiscoverSeries interest funding subaccounts and relating to the current interest accrual period. The Group coupon interest is the sum of such monthly interest deposited into the series interest funding accounts for all series in the group to which the Series 2007-CC Collateral Certificate belongs. There are currently no series in the group other than the Series 2007-CC Collateral Certificate; therefore, the group rates are the same as the DiscoverSeries rates.

E-11

EX-4.7

Exhibit 4.7

[FORM OF]

DISCOVER CARD EXECUTION NOTE TRUST

Issuer

and

U.S. BANK NATIONAL ASSOCIATION

Indenture Trustee

CLASS A(    -    ) TERMS DOCUMENT

Dated as of [                    ]

to

SECOND AMENDED AND RESTATED INDENTURE SUPPLEMENT

Dated as of [            ], 20[    ]

for the DiscoverSeries Notes

to

AMENDED AND RESTATED INDENTURE

Dated as of [            ], 20[    ]

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01	Definitions		1
Section 1.02	Representations and Warranties of Issuer		7
Section 1.03	Representations and Warranties of Indenture Trustee		7
Section 1.04	Limitations on Liability		8
Section 1.05	Governing Law		8
Section 1.06	Counterparts		8
Section 1.07	Ratification of Indenture and Indenture Supplement		8
ARTICLE II THE CLASS A(    -    ) NOTES
Section 2.01	Creation and Designation		9
Section 2.02	Adjustments to Required Subordinated Percentages and Amount		9
Section 2.03	[Interest Payment]		9
Section 2.04	[Notification of LIBOR]		10
Section 2.05	Payments of Interest and Principal		10
Section 2.06	Form of Delivery of Class A(    -    ) Notes; Depository; Denominations		10
Section 2.07	Delivery and Payment for the Class A(    -    ) Notes		10
Section 2.08	[Targeted Deposits to the Accumulation Reserve Account]		10
Section 2.09	Additional Issuances of Notes		11
Section 2.10	[Designation of Additional Amounts to be included in the Excess Spread Amount for the DiscoverSeries Notes]		11
Section 2.11	[Variable Accumulation Period]		12

Exhibit
Exhibit A	Form of Class A Note

i

THIS CLASS A(    -    ) TERMS DOCUMENT (this “Terms Document”), by and between DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of [                    ].

Pursuant to this Terms Document, the Issuer shall create a new Tranche of Class A Notes of the DiscoverSeries and shall specify the principal terms thereof.

ARTICLE I

Definitions and Other Provisions of General Application

Section 1.01 Definitions. For all purposes of this Terms Document, 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 include the plural as well as the singular;

(2) all other terms used herein which are defined in the Indenture Supplement or the Indenture, either directly or by reference therein, have the meanings assigned to them therein;

(3) 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;

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

(5) in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture Supplement or the Indenture, the terms and provisions of this Terms Document shall be controlling, but solely with respect to the Class A(    -    ) Notes;

(6) each capitalized term defined herein shall relate only to the Class A(    -    ) Notes and no other Tranche of Notes issued by the Issuer;

(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 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 Amount” means $[        ]; provided, however, if the commencement of the Accumulation Period is delayed in accordance with Section 2.11 hereof, the Accumulation Amount shall be determined in accordance with the definition of “Accumulation Amount” in the Indenture Supplement.]

[“Accumulation Commencement Date” means [            ], [        ], or such later date as the Calculation Agent on behalf of the Issuer determines in accordance with Section 2.11 hereof.]

[“Accumulation Period” has the meaning set forth in the Indenture Supplement.]

[“Accumulation Period Length” means [        ] months; provided, however, if the commencement of the Accumulation Period is delayed in accordance with Section 2.11 hereof, the Accumulation Period Length shall be determined in accordance with the definition of “Accumulation Period Length” in the Indenture Supplement.]

[“Accumulation Reserve Funding Period” shall not apply if the Calculation Agent on behalf of the Issuer notifies the Indenture Trustee that it expects the Accumulation Period Length to be adjusted to one (1) month, and otherwise shall mean a period commencing on the first Distribution Date on which a condition in the right column of the following table was in effect on the immediately preceding Distribution Date, if such Distribution Date is a Distribution Date described in the corresponding left column of the following table, and ending on the Distribution Date immediately preceding the earlier to occur of:

(x) the Expected Maturity Date for the Class A(    -    ) Notes and

(y) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class A(    -    ) Notes is paid in full.

Distribution Date:	Condition:
(a) The Distribution Date occurring three (3) calendar months prior to the first scheduled Distribution Date of the Accumulation Period (as adjusted in accordance with Section 2.11 hereof) and any following Distribution Date	No condition.
(b) The Distribution Date occurring [four (4)] calendar months prior to the first scheduled Distribution Date of the Accumulation Period (as adjusted in accordance with Section 2.11 hereof) and any following Distribution Date	The three-month rolling average Excess Spread Percentage is less than 4%.

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(c) The Distribution Date occurring [six (6)] calendar months prior to the first scheduled Distribution Date of the Accumulation Period (as adjusted in accordance with Section 2.11 hereof) and any following Distribution Date	The three-month rolling average Excess Spread Percentage is less than 3%.
(d) The Distribution Date occurring [twelve (12)] calendar months prior to the first scheduled Distribution Date of the Accumulation Period (as adjusted in accordance with Section 2.11 hereof) and any following Distribution Date	The three-month rolling average Excess Spread Percentage is less than 2%.

provided, however, if at any point the Accumulation Reserve Funding Period has not commenced because no condition requiring funding has occurred or the Calculation Agent has determined that the Accumulation Period Length will be shortened to one (1) month, and subsequently a condition requiring funding occurs and the Calculation Agent determines that the Accumulation Period Length will not be so shortened, the Accumulation Reserve Funding Period shall commence on the following Distribution Date.]

“Class A(    -    ) Adverse Event” means the occurrence of any of the following: (a) an Early Redemption Event with respect to the Class A(    -    ) Notes or (b) an Event of Default and acceleration of the Class A(    -    ) Notes; provided, however, that if the only such event to have occurred is an Excess Spread Early Redemption Event for which an Excess Spread Early Redemption Cure has occurred, a Class A(    -    ) Adverse Event shall not be treated as continuing from and after the date of such cure.

“Class A(    -    ) Note” means any Note, in the form set forth in Exhibit A hereto, designated therein as a Class A(    -    ) Note and duly executed and authenticated in accordance with the Indenture.

“Class A(    -    ) Noteholder” means a Person in whose name a Class A(    -    ) Note is registered in the Note Register.

“Class A(    -    ) Termination Date” means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class A(    -    ) Notes is paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant to Article VI thereof.

[“Excess Spread Percentage” for any Distribution Date means a fraction, the numerator of which is the Excess Spread Amount for such Distribution Date multiplied by 12 and the denominator of which is the sum of the Nominal Liquidation Amounts of all Tranches of DiscoverSeries Notes as of the first day of the related Due Period.]

“Expected Maturity Date” means [                    ].

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“Indenture” means the Amended and Restated Indenture dated as of [            ], 20[    ] between the Issuer and Indenture Trustee, as such agreement may be further amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

“Indenture Supplement” means the Second Amended and Restated Indenture Supplement dated as of [            ], 20[    ], for the DiscoverSeries Notes, by and between the Issuer and the Indenture Trustee, as the same may be further amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

“Initial Dollar Principal Amount” means $[        ], or such higher amount as is specified in any Notice of Additional Issuance under Section 2.09 hereof.

[“Interest Accrual Period” means, with respect to any Interest Payment Date, the period from and including the previous Interest Payment Date (or, in the case of the first Interest Payment Date for any Class A(    -    ) Note, from and including the applicable Issuance Date) to but excluding such Interest Payment Date.]

[“Interest Payment Date” means the fifteenth day of each [month] commencing in [                    ], or if such fifteenth day is not a Business Day, the next succeeding Business Day.]

“Issuance Date” means [                    ] with respect to all Class A(    -    ) Notes issued on the date hereof and, with respect to any additional Class A(    -    ) Notes issued pursuant to Section 2.09 hereof, any Issuance Date specified in the Notice of Additional Issuance delivered thereunder.

“Legal Maturity Date” means [                    ].

[“LIBOR” means, with respect to any LIBOR Determination Date, the rate for deposits in United States dollars with a duration comparable to the relevant Interest Accrual Period which appears on Reuters Screen LIBOR01 as of 11:00 a.m., London time, on such day. If such rate does not appear on Reuters Screen LIBOR01, the rate will be determined by the Indenture Trustee on the basis of the rates at which deposits in United States dollars are offered by major banks in the London interbank market, selected by the Indenture Trustee, at approximately 11:00 a.m., London time, on such day to prime banks in the London interbank market with a duration comparable to the relevant Interest Accrual Period commencing on that day. The Indenture Trustee will request the principal London office of at least four banks to provide a quotation of its rate. If at least two such quotations are provided, the rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that day will be the arithmetic mean of the rates quoted by four major banks in New York City, selected by the Trustee, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks with a duration comparable to the relevant Interest Accrual Period commencing on that day. If LIBOR with respect to a LIBOR Determination Date is not determined pursuant to the foregoing, LIBOR with respect to such LIBOR Determination Date will be LIBOR with respect to the immediately prior LIBOR Determination Date.]

[“LIBOR Business Day,” if applicable, shall mean a day other than a Saturday or a Sunday on which banking institutions in both the City of London, England and in New York, New York are not required or authorized by law to be closed.]

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[“LIBOR Determination Date” means the second LIBOR Business Day immediately preceding the commencement of an Interest Accrual Period.]

[“Note Interest Rate” means [LIBOR] [+/-] [    ]% per annum, calculated on the basis of [the actual number of days elapsed] [twelve 30-day months] and a 360-day year.]

“Notice of Additional Issuance” has the meaning set forth in Section 2.09 hereof.

“Required Daily Deposit Target Finance Charge Amount” means, for any day in a Due Period, an amount equal to the Class A Tranche Interest Allocation for the related Distribution Date[; provided, however, that for purposes of determining the Required Daily Deposit Target Finance Charge Amount on any day on which the Class A Tranche Interest Allocation cannot be determined because [the LIBOR Determination Date] for the applicable Interest Accrual Period has not yet occurred, the Required Daily Deposit Target Finance Charge Amount shall be the Class A Tranche Interest Allocation determined based on a pro forma calculation made on the assumption that [LIBOR] will be [LIBOR] for the applicable period determined on the first day of such calendar month, multiplied by 1.25].

“Required Daily Deposit Target Principal Amount” means, for any day in a Due Period, (i) if such Due Period is in [the Accumulation Period for the Class A(    -    ) Notes, the Accumulation Amount], (ii) if such day is on or after the occurrence and during the continuance of a Class A(    -    ) Adverse Event, the Nominal Liquidation Amount of the Class A(    -    ) Notes, and (iii) in all other circumstances, zero.

“Required Subordinated Amount of Class B Notes” means, for the Class A(    -    ) Notes for any date of determination, an amount equal to the product of

(a) the Required Subordinated Percentage of Class B Notes for such Class A(    -    ) Notes on such date of determination and

(b) the Nominal Liquidation Amount of such Class A(    -    ) Notes on such date of determination;

provided however, that for any date of determination on or after the occurrence and during the continuation of a Class A(    -    ) Adverse Event, the Required Subordinated Amount of Class B Notes for the Class A(    -    ) Notes will be the greater of

(x) the amount determined above for such date of determination and

(y) the amount determined above for the date immediately prior to the date on which such Class A(    -    ) Adverse Event shall have occurred.

“Required Subordinated Amount of Class C Notes” means, for the Class A(    -    ) Notes for any date of determination, an amount equal to the product of

(a) the Required Subordinated Percentage of Class C Notes for such Class A(    -    ) Notes on such date of determination and

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(b) the Nominal Liquidation Amount of such Class A(    -    ) Notes on such date of determination;

provided, however, that for any date of determination on or after the occurrence and during the continuation of a Class A(    -    ) Adverse Event, the Required Subordinated Amount of Class C Notes for the Class A(    -    ) Notes will be the greater of

(a) the amount determined above for such date of determination and

(b) the amount determined above for the date immediately prior to the date on which such Class A(    -    ) Adverse Event shall have occurred.

“Required Subordinated Amount of Class D Notes” means, for the Class A(    -    ) Notes for any date of determination, an amount equal to the product of

(a) the Required Subordinated Percentage of Class D Notes for such Class A(    -    ) Notes on such date of determination and

(b) the Nominal Liquidation Amount of such Class A(    -    ) Notes on such date of determination;

provided, however, that for any date of determination on or after the occurrence and during the continuation of a Class A(    -    ) Adverse Event, the Required Subordinated Amount of Class D Notes for the Class A(    -    ) Notes will be the greater of

(x) the amount determined above for such date of determination and

(y) the amount determined above for the date immediately prior to the date on which the Class A(    -    ) Adverse Event shall have occurred.

“Required Subordinated Percentage of Class B Notes” means, for the Class A(    -    ) Notes, [    ]%, subject to adjustment in accordance with Section 2.02.

“Required Subordinated Percentage of Class C Notes” means, for the Class A(    -    ) Notes, [    ]%, subject to adjustment in accordance with Section 2.02.

“Required Subordinated Percentage of Class D Notes” means, for the Class A(    -    ) Notes, [    ]%, subject to adjustment in accordance with Section 2.02.

[“Reuters Screen LIBOR01” means the display page currently so designated on the Reuters Screen (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).]

“Specified Rating” means, for the Class A(    -    ) Notes, [                    ] with respect to [Moody’s], [                    ] with respect to [Standard & Poor’s] and [                    ] with respect to [Fitch].

“Stated Principal Amount” means $[        ] or such higher amount as is specified in any Notice of Additional Issuance under Section 2.09.

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[“Targeted Accumulation Reserve Subaccount Deposit” means, with respect to any Distribution Date during the Accumulation Reserve Funding Period, an amount equal to (i) [0.5]% of the Outstanding Dollar Principal Amount of the Class A(    -    ) Notes as of the close of business on the last day of the related Due Period or (ii) any other amount designated by the Calculation Agent on behalf of the Issuer.]

Section 1.02 Representations and Warranties of Issuer. The Issuer represents and warrants 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 Terms Document and to perform the terms and provisions hereof;

(b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company 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 Terms Document 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 Terms Document 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 Terms Document 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 (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) 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 Terms Document or the validity or enforceability of this Terms Document.

Section 1.03 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;

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

(c) this Terms Document has been duly executed and delivered by the Indenture Trustee.

Section 1.04 Limitations on Liability.

(a) It is expressly understood and agreed by the parties hereto that (i) this Terms Document 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 Terms Document 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 Terms Document or any related documents.

(b) None of the Indenture Trustee, the Owner Trustee, the Calculation Agent, the 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 Terms Document, and recourse may be had solely to the Collateral pledged to secure these Class A(    -    ) Notes under the Indenture, the Indenture Supplement and this Terms Document.

Section 1.05 Governing Law. THIS TERMS DOCUMENT 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 1.06 Counterparts. This Terms Document may be executed in any number of counterparts, each of which when so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.

Section 1.07 Ratification of Indenture and Indenture Supplement. As supplemented by this Terms Document, each of the Indenture and the Indenture Supplement is in all respects ratified and confirmed and the Indenture as supplemented by the Indenture Supplement and this Terms Document shall be read, taken and construed as one and the same instrument.

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ARTICLE II

The Class A(    -    ) Notes

Section 2.01 Creation and Designation. There is hereby created a Tranche of Class A Notes to be issued pursuant to this Terms Document, the Indenture and the Indenture Supplement to be known as the “DiscoverSeries Class A(    -    ) Notes.”

Section 2.02 Adjustments to Required Subordinated Percentages and Amount.

(a) On any date, the Issuer may, at the direction of the Beneficiary, change the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case for the Class A(    -    ) Notes, without the consent of any Noteholders; provided that the Issuer has received written confirmation from each applicable Note Rating Agency that the change in such percentage will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

(b) On any date, the Issuer may, at the direction of the Beneficiary, replace all or a portion of the Required Subordinated Amount of Class B Notes, the Required Subordinated Amount of Class C Notes or the Required Subordinated Amount of Class D Notes, in each case for the Class A(    -    ) Notes with a different form of credit enhancement (including, without limitation, a cash collateral account, a letter of credit, a reserve account, a surety bond, an insurance policy or a collateral interest, or any combination thereof) and may add such definitions and other terms and make such additional amendments to this Terms Document as shall be necessary for such replacement without the consent of any Noteholders, provided that the Issuer has received written confirmation from each applicable Note Rating Agency that such replacement and such other amendments will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

Section 2.03 [Interest Payment]. For each Interest Payment Date, the amount of interest due with respect to the Class A(    -    ) Notes shall be an amount equal to

(i) (A) a fraction, the numerator of which is [the actual number of days in the related Interest Accrual Period] [30] and the denominator of which is 360, times

(B) the Note Interest Rate in effect with respect to such related Interest Accrual Period, times

(ii) the Outstanding Dollar Principal Amount of the Class A(    -    ) Notes determined as of the first date of such related Interest Accrual Period, plus

any Class A Tranche Interest Allocation Shortfall for such Class A(    -    ) Notes for the immediately preceding Distribution Date, together with interest thereon at the Note Interest Rate in effect with respect to such related Interest Accrual Period, calculated on the basis of [the actual number of days in the related Interest Accrual Period] [twelve 30-day months] and a 360-day year.]

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Section 2.04 [Notification of LIBOR]. On each LIBOR Determination Date, the Indenture Trustee shall send to the Issuer, the Beneficiary, each applicable Master Servicer and any stock exchange on which the Class A(    -    ) Notes are then listed (if the rules of such exchange so require), by facsimile transmission or electronic transmission, notification of LIBOR for the following Interest Accrual Period.]

Section 2.05 Payments of Interest and Principal.

(a) [The Issuer will cause interest to be paid on each Interest Payment Date and principal to be paid on the Expected Maturity Date; provided, however, that it shall not be an Event of Default if principal is not paid in full on such Expected Maturity Date unless funds for such payment have been allocated in accordance with Section 3.01 of the Indenture Supplement; and provided, further, that if a Class A(    -    ) Adverse Event has occurred and is continuing, principal will instead be payable in monthly installments on each Principal Payment Date for the Class A(    -    ) Notes in accordance with Sections 3.01 and 3.05 of the Indenture Supplement. All payments of interest and principal on the Class A(    -    ) Notes shall be made as set forth in Section 1102 of the Indenture.]

(b) The right of the Class A(    -    ) Noteholders to receive payments from the Issuer will terminate on the Class A(    -    ) Termination Date.

(c) All payments of principal, interest or other amounts to the Class A(    -    ) Noteholders will be made pro rata based on the Stated Principal Amount of their Class A(    -    ) Notes.

Section 2.06 Form of Delivery of Class A(    -    ) Notes; Depository; Denominations.

(a) The Class A(    -    ) Notes shall be delivered in the form of a Global Note which shall be a Registered Note as provided in Section 204 of the Indenture. The form of the Class A(    -    ) Notes is attached hereto as Exhibit A.

(b) The Depository for the Class A(    -    ) Notes shall be The Depository Trust Company, and the Class A(    -    ) Notes shall initially be registered in the name of Cede & Co., its nominee.

(c) The Class A(    -    ) Notes will be issued in minimum denominations of $[200,000] and integral multiples of $[1,000] in excess of that amount.

Section 2.07 Delivery and Payment for the Class A(    -    ) Notes. The Issuer shall execute and deliver the Class A(    -    ) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class A(    -    ) Notes when authenticated, each in accordance with Sections 203 and 303 of the Indenture.

Section 2.08 [Targeted Deposits to the Accumulation Reserve Account. The deposit targeted to be made to the Accumulation Reserve Subaccount for the Class A(    -    ) Notes for any Due Period during the Accumulation Reserve Funding Period will be an amount equal to the Targeted Accumulation Reserve Subaccount Deposit minus any amount on deposit in the Accumulation Reserve Subaccount for the Class A(    -    ) Notes.]

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Section 2.09 Additional Issuances of Notes. Subject to clauses (ii), (iii), (iv) and (v) of Sections 2.02 and Section 2.03 of the Indenture Supplement, the Issuer may issue additional Class A(    -    ) Notes, so long as the following conditions precedent are satisfied:

(a) the Issuer shall have given the Indenture Trustee written notice of such issuance of additional Class A(    -    ) Notes (the “Notice of Additional Issuance”) at least one (1) Business Day in advance of the Issuance Date thereof, which notice shall include:

(i) the Issuance Date of such additional Class A(    -    ) Notes;

(ii) the amount of such additional Class A(    -    ) Notes being offered and the resulting Initial Dollar Principal Amount and Stated Principal Amount of Class A(    -    ) Notes;

(iii) the date from which interest on such additional Class A(    -    ) Notes will accrue (which may be a date prior to the date of issuance thereof);

(iv) the first Interest Payment Date on which interest will be paid on such additional Class A(    -    ) Notes; and

(v) any other terms that the Issuer set forth in such notice of issuance of additional Class A(    -    ) Notes to clarify the rights of Holders of such additional Class A(    -    ) Notes or the effect of such issuance of additional Class A(    -    ) Notes on any calculations to be made with respect to the Class A(    -    ) Notes, Class A, or the Issuer.

All such terms shall be incorporated into and form a part of this Terms Document on and after the effective date of such Class A(    -    ) Notes;

(b) no Class A(    -    ) Adverse Event has occurred and is continuing; and

(c) either (i) the issuance of such additional Class A(    -    ) Notes would be treated as part of the same issue as the outstanding Class A(    -    ) Notes under Treasury Regulation Sections 1.1275-1(f)(1) or 1.1275-2(k) or (ii) such additional Class A(    -    ) Notes are not issued with “original issue discount” for purposes of Section 1273 of the Code.

The Issuer shall not have to satisfy the conditions set forth in Section 310 of the Indenture in connection with an issuance of additional Class A(    -    ) Notes so long as such conditions were satisfied or waived in connection with the initial issuance of Class A(    -    ) Notes;

provided, however, that the Issuer shall have to deliver to the Indenture Trustee a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance.

Section 2.10 [Designation of Additional Amounts to be included in the Excess Spread Amount for the DiscoverSeries Notes]. At any time that any outstanding Series of certificates issued by the Master Trust provides that the Series Principal Collections allocated to such Series will be deposited into the Group Finance Charge Collections Reallocation Account for the Master Trust to the extent necessary for application to cover shortfalls for other Series issued by

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the Master Trust, an amount equal to (x) all Series Principal Collections allocated to such Series, multiplied by (y) a fraction, the numerator of which is the sum of the Nominal Liquidation Amounts for each outstanding Tranche of the DiscoverSeries Notes (including the Class A(    -    ) Notes) and the denominator of which is (i) the Aggregate Investor Interest for the Master Trust minus (ii) the sum of the Series Investor Interests for all such Series that provide that the Series Principal Collections allocated to such Series will be so deposited, is hereby designated to be included in the Excess Spread Amount and shall be treated as Series Finance Charge Amounts for the DiscoverSeries.]

Section 2.11 [Variable Accumulation Period]. Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period for the Class A(    -    ) Notes and determine a new Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that the Accumulation Period shall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class A(    -    ) Notes. Any such delay by the Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to any prior delay in the commencement of the Accumulation Period pursuant to this Section 2.11).

The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period for the Class A(    -    ) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date and the Accumulation Period Length shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such delay in the commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such delay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(    -    ) Notes is delayed pursuant to this Section 2.11.]

[Remainder of page intentionally blank; signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly executed, all as of the day and year first above written.

DISCOVER CARD EXECUTION NOTE TRUST,
as Issuer
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:

[Signature Page to Class A(    -    ) Terms Document]

EX-4.8

Exhibit 4.8

[FORM OF]

DISCOVER CARD EXECUTION NOTE TRUST

Issuer

and

U.S. BANK NATIONAL ASSOCIATION

Indenture Trustee

CLASS B (    -    ) TERMS DOCUMENT

Dated as of [                    ]

to

SECOND AMENDED AND RESTATED INDENTURE SUPPLEMENT

Dated as of [            ], 20[    ]

for the DiscoverSeries Notes

to

AMENDED AND RESTATED INDENTURE

Dated as of [            ], 20[    ]

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
Section 1.01	Definitions		1
Section 1.02	Representations and Warranties of Issuer		7
Section 1.03	Representations and Warranties of Indenture Trustee		8
Section 1.04	Limitations on Liability		8
Section 1.05	Governing Law		9
Section 1.06	Counterparts		9
Section 1.07	Ratification of Indenture and Indenture Supplement		9
ARTICLE II	THE CLASS B (    -    ) NOTES		9
Section 2.01	Creation and Designation		9
Section 2.02	Adjustments to Required Subordinated Percentages and Amount		9
Section 2.03	[Interest Payment]		10
Section 2.04	[Notification of LIBOR]		10
Section 2.05	Payments of Interest and Principal		10
Section 2.06	Form of Delivery of Class B (    -    ) Notes; Depository; Denominations		11
Section 2.07	Delivery and Payment for the Class B (    -    ) Notes		11
Section 2.08	[Targeted Deposits to the Accumulation Reserve Account]		11
Section 2.09	Additional Issuances of Notes		11
Section 2.10	[Designation of Additional Amounts to be included in the Excess Spread Amount for the DiscoverSeries Notes]		12
Section 2.11	[Variable Accumulation Period]		12

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THIS CLASS B(    -    ) TERMS DOCUMENT (this “Terms Document”), by and between DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of [                    ].

Pursuant to this Terms Document, the Issuer shall create a new Tranche of Class B Notes of the DiscoverSeries and shall specify the principal terms thereof.

ARTICLE I

Definitions and Other Provisions of General Application

Section 1.01 Definitions. For all purposes of this Terms Document, 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 include the plural as well as the singular;

(2) all other terms used herein which are defined in the Indenture Supplement or the Indenture, either directly or by reference therein, have the meanings assigned to them therein;

(3) 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;

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

(5) in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture Supplement or the Indenture, the terms and provisions of this Terms Document shall be controlling, but solely with respect to the Class B (    -    ) Notes;

(6) each capitalized term defined herein shall relate only to the Class B (    -    ) Notes and no other Tranche of Notes issued by the Issuer;

(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 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 Amount” means $[        ]; provided, however, if the commencement of the Accumulation Period is delayed in accordance with Section 2.11 hereof, the Accumulation Amount shall be determined in accordance with the definition of “Accumulation Amount” in the Indenture Supplement.]

[“Accumulation Commencement Date” means [            ], [        ], or such later date as the Calculation Agent on behalf of the Issuer determines in accordance with Section 2.11 hereof.]

[“Accumulation Period” has the meaning set forth in the Indenture Supplement.]

[“Accumulation Period Length” means [                    ] months; provided, however, if the commencement of the Accumulation Period is delayed in accordance with Section 2.11 hereof, the Accumulation Period Length shall be determined in accordance with the definition of “Accumulation Period Length” in the Indenture Supplement.]

[“Accumulation Reserve Funding Period” shall not apply if the Calculation Agent on behalf of the Issuer notifies the Indenture Trustee that it expects the Accumulation Period Length to be adjusted to one (1) month, and otherwise shall mean a period commencing on the first Distribution Date on which a condition in the right column of the following table was in effect on the immediately preceding Distribution Date, if such Distribution Date is a Distribution Date described in the corresponding left column of the following table, and ending on the Distribution Date immediately preceding the earlier to occur of:

(x) the Expected Maturity Date for the Class B (    -    ) Notes and

(y) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class B (    -    ) Notes is paid in full.

Distribution Date:	Condition:
(a) The Distribution Date occurring three (3) calendar months prior to the first scheduled Distribution Date of the Accumulation Period (as adjusted in accordance with Section 2.11 hereof) and any following Distribution Date	No condition
(b) The Distribution Date occurring [four (4)] calendar months prior to the first scheduled Distribution Date of the Accumulation Period (as adjusted in accordance with Section 2.11 hereof) and any following Distribution Date	The three-month rolling average Excess Spread Percentage is less than 4%.

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(c) The Distribution Date occurring [six (6)] calendar months prior to the first scheduled Distribution Date of the Accumulation Period (as adjusted in accordance with Section 2.11 hereof) and any following Distribution Date	The three-month rolling average Excess Spread Percentage is less than 3%.
(d) The Distribution Date occurring [twelve (12)] calendar months prior to the first scheduled Distribution Date of the Accumulation Period (as adjusted in accordance with Section 2.11 hereof) and any following Distribution Date	The three-month rolling average Excess Spread Percentage is less than 2%.

provided, however, if at any point the Accumulation Reserve Funding Period has not commenced because no condition requiring funding has occurred or the Calculation Agent has determined that the Accumulation Period Length will be shortened to one (1) month, and subsequently a condition requiring funding occurs and the Calculation Agent determines that the Accumulation Period Length will not be so shortened, the Accumulation Reserve Funding Period shall commence on the following Distribution Date.]

“Class B (    -    ) Adverse Event” means the occurrence of any of the following: (a) an Early Redemption Event with respect to the Class B (    -    ) Notes or (b) an Event of Default and acceleration of the Class B (    -    ) Notes; provided, however, that if the only such event to have occurred is an Excess Spread Early Redemption Event for which an Excess Spread Early Redemption Cure has occurred, a Class B (    -    ) Adverse Event shall not be treated as continuing from and after the date of such cure.

“Class B (    -    ) Note” means any Note, in the form set forth in Exhibit A hereto, designated therein as a Class B (    -    ) Note and duly executed and authenticated in accordance with the Indenture.

“Class B (    -    ) Noteholder” means a Person in whose name a Class B (    -    ) Note is registered in the Note Register.

“Class B (    -    ) Termination Date” means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class B (    -    ) Notes is paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant to Article VI thereof.

“Encumbered Amount” means, for the Class B (    -    ) Notes, an amount equal to

(a) the Nominal Liquidation Amount of the Class B (    -    ) Notes, divided by

(b) the Nominal Liquidation Amount of all Tranches of Class B Notes in the DiscoverSeries, multiplied by

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(c) the aggregate Required Subordinated Amount of Class B Notes for all Tranches of Class A Notes in the DiscoverSeries with a Required Subordinated Amount of Class B Notes greater than zero.

“Encumbered Required Subordinated Amount of Class C Notes” means, for the Class B (    -    ) Notes, an amount equal to the product of

(a) the Encumbered Amount for the Class B (    -    ) Notes, and

(b) the Required Subordinated Percentage of Class C Notes (Encumbered) for the Class B (    -    ) Notes.

“Encumbered Required Subordinated Amount of Class D Notes” means, for the Class B (    -    ) Notes, an amount equal to the product of

(a) the Encumbered Amount for the Class B (    -    ) Notes and

(b) the Required Subordinated Percentage of Class D Notes (Encumbered) for the Class B (    -    ) Notes.

[“Excess Spread Percentage” for any Distribution Date means a fraction, the numerator of which is the Excess Spread Amount for such Distribution Date multiplied by 12 and the denominator of which is the sum of the Nominal Liquidation Amounts of all Tranches of DiscoverSeries Notes as of the first day of the related Due Period.]

“Expected Maturity Date” means [                    ].

“Indenture” means the Amended and Restated Indenture dated as of [        ], 20[    ] between the Issuer and Indenture Trustee, as such agreement may be further amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

“Indenture Supplement” means the Second Amended and Restated Indenture Supplement dated as of [            ], 20[    ], for the DiscoverSeries Notes, by and between the Issuer and the Indenture Trustee, as the same may be further amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

“Initial Dollar Principal Amount” means $[        ], or such higher amount as is specified in any Notice of Additional Issuance under Section 2.09 hereof.

[“Interest Accrual Period” means, with respect to any Interest Payment Date, the period from and including the previous Interest Payment Date (or, in the case of the first Interest Payment Date for any Class B (    -    ) Note, from and including the applicable Issuance Date) to but excluding such Interest Payment Date.]

[“Interest Payment Date” means the fifteenth day of each [month] commencing in [                    ], or if such fifteenth day is not a Business Day, the next succeeding Business Day.]

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“Issuance Date” means [                     ] with respect to all Class B (    -    ) Notes issued on the date hereof and, with respect to any additional Class B(    -    ) Notes issued pursuant to Section 2.09 hereof, any Issuance Date specified in the Notice of Additional Issuance delivered thereunder.

“Legal Maturity Date” means [                     ].

[“LIBOR” means, with respect to any LIBOR Determination Date, the rate for deposits in United States dollars with a duration comparable to the relevant Interest Accrual Period which appears on Reuters Screen LIBOR01 as of 11:00 a.m., London time, on such day. If such rate does not appear on Reuters Screen LIBOR01, the rate will be determined by the Indenture Trustee on the basis of the rates at which deposits in United States dollars are offered by major banks in the London interbank market, selected by the Indenture Trustee, at approximately 11:00 a.m., London time, on such day to prime banks in the London interbank market with a duration comparable to the relevant Interest Accrual Period commencing on that day. The Indenture Trustee will request the principal London office of at least four banks to provide a quotation of its rate. If at least two such quotations are provided, the rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that day will be the arithmetic mean of the rates quoted by four major banks in New York City, selected by the Trustee, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks with a duration comparable to the relevant Interest Accrual Period commencing on that day. If LIBOR with respect to a LIBOR Determination Date is not determined pursuant to the foregoing, LIBOR with respect to such LIBOR Determination Date will be LIBOR with respect to the immediately prior LIBOR Determination Date.]

[“LIBOR Business Day,” if applicable, shall mean a day other than a Saturday or a Sunday on which banking institutions in both the City of London, England and in New York, New York are not required or authorized by law to be closed.]

[“LIBOR Determination Date” means the second LIBOR Business Day immediately preceding the commencement of an Interest Accrual Period.]

[“Note Interest Rate” means [LIBOR] [+/-] [     ]% per annum, calculated on the basis of [the actual number of days elapsed] [twelve 30-day months] and a 360-day year.]

“Notice of Additional Issuance” has the meaning set forth in Section 2.09 hereof.

“Required Daily Deposit Target Finance Charge Amount” means, for any day in a Due Period, an amount equal to the Class B Tranche Interest Allocation for the related Distribution Date[; provided, however, that for purposes of determining the Required Daily Deposit Target Finance Charge Amount on any day on which the Class B Tranche Interest Allocation cannot be determined because [the LIBOR Determination Date] for the applicable Interest Accrual Period has not yet occurred, the Required Daily Deposit Target Finance Charge Amount shall be the Class B Tranche Interest Allocation determined based on a pro forma calculation made on the assumption that [LIBOR] will be [LIBOR] for the applicable period determined on the first day of such calendar month, multiplied by 1.25].

“Required Daily Deposit Target Principal Amount” means, for any day in a Due Period, (i) if such Due Period is in [the Accumulation Period for the Class B (    -    ) Notes, the

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Accumulation Amount], (ii) if such day is on or after the occurrence and during the continuance of a Class B (    -    ) Adverse Event, the Nominal Liquidation Amount of the Class B (    -    ) Notes, and (iii) in all other circumstances, zero.

“Required Subordinated Amount of Class C Notes” means, for the Class B (    -    ) Notes for any date of determination, an amount equal to the sum of

(a) the Unencumbered Required Subordinated Amount of Class C Notes for such Class B (    -    ) Notes and

(b) the Encumbered Required Subordinated Amount of Class C Notes for such Class B (    -    ) Notes;

provided, however, that for any date of determination on or after the occurrence and during the continuation of a Class B (    -    ) Adverse Event, the Required Subordinated Amount of Class C Notes for the Class B (    -    ) Notes will be the greater of

(x) the amount determined above for such date of determination and

(y) the amount determined above for the date immediately prior to the date on which such Class B (    -    ) Adverse Event shall have occurred.

“Required Subordinated Amount of Class D Notes” means, for the Class B (    -    ) Notes for any date of determination, an amount equal to the sum of

(a) the Unencumbered Required Subordinated Amount of Class D Notes for such Class B (    -    ) Notes and

(b) the Encumbered Required Subordinated Amount of Class D Notes for such Class B (    -    ) Notes;

provided, however, that for any date of determination on or after the occurrence and during the continuation of a Class B (    -    ) Adverse Event, the Required Subordinated Amount of Class D Notes for the Class B (    -    ) Notes will be the greater of

(x) the amount determined above for such date of determination and

(y) the amount determined above for the date immediately prior to the date on which the Class B (    -    ) Adverse Event shall have occurred.

“Required Subordinated Percentage of Class C Notes (Encumbered)” means, for the Class B (    -    ) Notes, [     ]%, subject to adjustment in accordance with Section 2.02.

“Required Subordinated Percentage of Class C Notes (Unencumbered)” means, for the Class B (    -    ) Notes, [     ]%, subject to adjustment in accordance with Section 2.02.

“Required Subordinated Percentage of Class D Notes (Encumbered)” means, for the Class B (    -    ) Notes, [     ]%, subject to adjustment in accordance with Section 2.02.

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“Required Subordinated Percentage of Class D Notes (Unencumbered)” means for the Class B (    -    ) Notes, [     ]%, subject to adjustment in accordance with Section 2.02.

[“Reuters Screen LIBOR01” means the display page currently so designated on the Reuters Screen (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).]

“Specified Rating” means, for the Class B(    -    ) Notes, [                     ] with respect to [Moody’s], [                     ] with respect to [Standard & Poor’s] and [                 ] with respect to [Fitch].

“Stated Principal Amount” means $[         ] or such higher amount as is specified in any Notice of Additional Issuance under Section 2.09.

[“Targeted Accumulation Reserve Subaccount Deposit” means, with respect to any Distribution Date during the Accumulation Reserve Funding Period, an amount equal to (i) [0.5]% of the Outstanding Dollar Principal Amount of the Class B (    -    ) Notes as of the close of business on the last day of the related Due Period or (ii) any other amount designated by the Calculation Agent on behalf of the Issuer.]

“Unencumbered Amount” means, for the Class B (    -    ) Notes, an amount equal to the Nominal Liquidation Amount of the Class B ( - ) Notes minus the Encumbered Amount for the Class B (    -    ) Notes.

“Unencumbered Required Subordinated Amount of Class C Notes” means, for the Class B (    -    ) Notes, an amount equal to the product of

(a) the Unencumbered Amount for the Class B (    -    ) Notes and

(b) the Required Subordinated Percentage of Class C Notes (Unencumbered) for the Class B (    -    ) Notes.

“Unencumbered Required Subordinated Amount of Class D Notes” means, for the Class B (    -    ) Notes, an amount equal to the product of

(a) the Unencumbered Amount for the Class B (    -    ) Notes and

(b) the Required Subordinated Percentage of Class D Notes (Unencumbered) for the Class B (    -    ) Notes.

Section 1.02 Representations and Warranties of Issuer. The Issuer represents and warrants 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 Terms Document and to perform the terms and provisions hereof;

(b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust

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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 Terms Document 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 Terms Document 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 Terms Document 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 (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) 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 Terms Document or the validity or enforceability of this Terms Document.

Section 1.03 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 Terms Document, and has taken all necessary action to authorize the execution, delivery and performance by it of this Terms Document; and

(c) this Terms Document has been duly executed and delivered by the Indenture Trustee.

Section 1.04 Limitations on Liability.

(a) It is expressly understood and agreed by the parties hereto that (i) this Terms Document 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

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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 Terms Document 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 Terms Document or any related documents.

(b) None of the Indenture Trustee, the Owner Trustee, the Calculation Agent, the 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 Terms Document, and recourse may be had solely to the Collateral pledged to secure these Class B (    -    ) Notes under the Indenture, the Indenture Supplement and this Terms Document.

Section 1.05 Governing Law. THIS TERMS DOCUMENT 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 1.06 Counterparts. This Terms Document may be executed in any number of counterparts, each of which when so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.

Section 1.07 Ratification of Indenture and Indenture Supplement. As supplemented by this Terms Document, each of the Indenture and the Indenture Supplement is in all respects ratified and confirmed and the Indenture as supplemented by the Indenture Supplement and this Terms Document shall be read, taken and construed as one and the same instrument.

ARTICLE II

The Class B (    -    ) Notes

Section 2.01 Creation and Designation. There is hereby created a Tranche of Class B Notes to be issued pursuant to this Terms Document, the Indenture and the Indenture Supplement to be known as the “DiscoverSeries Class B (    -    ) Notes.”

Section 2.02 Adjustments to Required Subordinated Percentages and Amount.

(a) On any date, the Issuer may, at the direction of the Beneficiary, change the Required Subordinated Percentage of Class C Notes (Encumbered), the Required Subordinated Percentage of Class C Notes (Unencumbered), the Required Subordinated Percentage of Class D Notes (Encumbered), and the Required Subordinated Percentage of Class D Notes (Unencumbered), in each case for the Class B (    -    ) Notes, without the consent of any Noteholders; provided that the Issuer has received written confirmation from each applicable Note Rating Agency that the change in such percentage will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

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(b) On any date, the Issuer may, at the direction of the Beneficiary, replace all or a portion of the Required Subordinated Amount of Class C Notes or the Required Subordinated Amount of Class D Notes, in each case for the Class B (    -    ) Notes with a different form of credit enhancement (including, without limitation, a cash collateral account, a letter of credit, a reserve account, a surety bond, an insurance policy or a collateral interest, or any combination thereof) and may add such definitions and other terms and make such additional amendments to this Terms Document as shall be necessary for such replacement without the consent of any Noteholders, provided that the Issuer has received written confirmation from each applicable Note Rating Agency that such replacement and such other amendments will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

Section 2.03 [Interest Payment]. For each Interest Payment Date, the amount of interest due with respect to the Class B (    -    ) Notes shall be an amount equal to

(i) (A) a fraction, the numerator of which is [the actual number of days in the related Interest Accrual Period] [30] and the denominator of which is 360, times

(B) the Note Interest Rate in effect with respect to such related Interest Accrual Period, times

(ii) the Outstanding Dollar Principal Amount of the Class B (    -    ) Notes determined as of the first date of such related Interest Accrual Period, plus

any Class B Tranche Interest Allocation Shortfall for such Class B (    -    ) Notes for the immediately preceding Distribution Date, together with interest thereon at the Note Interest Rate in effect with respect to such related Interest Accrual Period, calculated on the basis of [the actual number of days in the related Interest Accrual Period] [twelve 30-day months] and a 360-day year.]

Section 2.04 [Notification of LIBOR]. On each LIBOR Determination Date, the Indenture Trustee shall send to the Issuer, the Beneficiary, each applicable Master Servicer and any stock exchange on which the Class B (    -    ) Notes are then listed (if the rules of such exchange so require), by facsimile transmission or electronic transmission, notification of LIBOR for the following Interest Accrual Period.]

Section 2.05 Payments of Interest and Principal.

(a) [The Issuer will cause interest to be paid on each Interest Payment Date and principal to be paid on the Expected Maturity Date; provided, however, that it shall not be an Event of Default if principal is not paid in full on such Expected Maturity Date unless funds for such payment have been allocated in accordance with Section 3.01 of the Indenture Supplement; and provided, further, that if a Class B (    -    ) Adverse Event has occurred and is continuing, principal will instead be payable in monthly installments on each Principal Payment Date for the Class B (    -    ) Notes in accordance with Sections 3.01 and 3.05 of the Indenture Supplement. All payments of interest and principal on the Class B (    -    ) Notes shall be made as set forth in Section 1102 of the Indenture.]

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(b) The right of the Class B (    -    ) Noteholders to receive payments from the Issuer will terminate on the Class B (    -    ) Termination Date.

(c) All payments of principal, interest or other amounts to the Class B (    -    ) Noteholders will be made pro rata based on the Stated Principal Amount of their Class B (    -    ) Notes.

Section 2.06 Form of Delivery of Class B (    -    ) Notes; Depository; Denominations.

(a) The Class B (    -    ) Notes shall be delivered in the form of a [Global Note which shall be a Registered Note as provided in Section 204 of the Indenture] [definitive Registered Note as provided in Section 201 of the Indenture]. The form of the Class B (    -    ) Notes is attached hereto as Exhibit A.

(b) [The Depository for the Class B (    -    ) Notes shall be The Depository Trust Company, and the Class B (    -    ) Notes shall initially be registered in the name of Cede & Co., its nominee.]

(c) The Class B (    -    ) Notes will be issued in minimum denominations of $[200,000] and integral multiples of $[1,000] in excess of that amount.

Section 2.07 Delivery and Payment for the Class B (    -    ) Notes. The Issuer shall execute and deliver the Class B (    -    ) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class B (    -    ) Notes when authenticated, each in accordance with Sections 203 and 303 of the Indenture.

Section 2.08 [Targeted Deposits to the Accumulation Reserve Account]. The deposit targeted to be made to the Accumulation Reserve Subaccount for the Class B (    -    ) Notes for any Due Period during the Accumulation Reserve Funding Period will be an amount equal to the Targeted Accumulation Reserve Subaccount Deposit minus any amount on deposit in the Accumulation Reserve Subaccount for the Class B (    -    ) Notes.]

Section 2.09 Additional Issuances of Notes. Subject to clauses (ii), (iii), (iv) and (v) of Sections 2.02 and Section 2.03 of the Indenture Supplement, the Issuer may issue additional Class B (    -    ) Notes, so long as the following conditions precedent are satisfied:

(a) the Issuer shall have given the Indenture Trustee written notice of such issuance of additional Class B(    -    ) Notes (the “Notice of Additional Issuance”) at least one (1) Business Day in advance of the Issuance Date thereof, which notice shall include:

(i) the Issuance Date of such additional Class B (    -    ) Notes;

(ii) the amount of such additional Class B (    -    ) Notes being offered and the resulting Initial Dollar Principal Amount and Stated Principal Amount of Class B(    -    ) Notes;

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(iii) the date from which interest on such additional Class B (    -    ) Notes will accrue (which may be a date prior to the date of issuance thereof);

(iv) the first Interest Payment Date on which interest will be paid on such additional Class B (    -    ) Notes; and

(v) any other terms that the Issuer set forth in such notice of issuance of additional Class B (    -    ) Notes to clarify the rights of Holders of such additional Class B(    -    ) Notes or the effect of such issuance of additional Class B (    -    ) Notes on any calculations to be made with respect to the Class B (    -    ) Notes, Class B, or the Issuer.

All such terms shall be incorporated into and form a part of this Terms Document on and after the effective date of such Class B (    -    ) Notes;

(b) no Class B (    -    ) Adverse Event has occurred and is continuing; and

(c) [either (i) the issuance of such additional Class B (    -    ) Notes would be treated as part of the same issue as the outstanding Class B (    -    ) Notes under Treasury Regulation Sections 1.1275-1(f)(1) or 1.1275-2(k) or (ii) such additional Class B (    -    ) Notes are not issued with “original issue discount” for purposes of Section 1273 of the Code].

The Issuer shall not have to satisfy the conditions set forth in Section 310 of the Indenture in connection with an issuance of additional Class B (    -    ) Notes so long as such conditions were satisfied or waived in connection with the initial issuance of Class B (    -    ) Notes; provided, however, that the Issuer shall have to deliver to the Indenture Trustee a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance.

Section 2.10 [Designation of Additional Amounts to be included in the Excess Spread Amount for the DiscoverSeries Notes]. At any time that any outstanding Series of certificates issued by the Master Trust provides that the Series Principal Collections allocated to such Series will be deposited into the Group Finance Charge Collections Reallocation Account for the Master Trust to the extent necessary for application to cover shortfalls for other Series issued by the Master Trust, an amount equal to (x) all Series Principal Collections allocated to such Series, multiplied by (y) a fraction, the numerator of which is the sum of the Nominal Liquidation Amounts for each outstanding Tranche of the DiscoverSeries Notes (including the Class B (    -    ) Notes and the denominator of which is (i) the Aggregate Investor Interest for the Master Trust minus (ii) the sum of the Series Investor Interests for all such Series that provide that the Series Principal Collections allocated to such Series will be so deposited, is hereby designated to be included in the Excess Spread Amount and shall be treated as Series Finance Charge Amounts for the DiscoverSeries.]

Section 2.11 [Variable Accumulation Period]. Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period for the Class B (    -    ) Notes and determine a new Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that the Accumulation Period shall commence no later than the first day of the Due

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Period related to the Expected Maturity Date for the Class B (    -    ) Notes. Any such delay by the Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to any prior delay in the commencement of the Accumulation Period pursuant to this Section 2.11).

The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period for the Class B (    -    ) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date and the Accumulation Period Length shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such delay in the commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such delay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B (    -    ) Notes is delayed pursuant to this Section 2.11.]

[Remainder of page intentionally blank; signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly executed, all as of the day and year first above written.

DISCOVER CARD EXECUTION NOTE
TRUST, as Issuer
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:

[Signature Page to Class B (    -    ) Terms Document]

EX-4.9

Exhibit 4.9

[FORM OF]

DISCOVER CARD EXECUTION NOTE TRUST

Issuer

and

U.S. BANK NATIONAL ASSOCIATION

Indenture Trustee

CLASS C(    -    ) TERMS DOCUMENT

Dated as of [                    ]

to

SECOND AMENDED AND RESTATED INDENTURE SUPPLEMENT

Dated as of [            ], 20[    ]

for the DiscoverSeries Notes

to

AMENDED AND RESTATED INDENTURE

Dated as of [            ], 20[    ]

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01	Definitions		1
Section 1.02	Representations and Warranties of Issuer		7
Section 1.03	Representations and Warranties of Indenture Trustee		8
Section 1.04	Limitations on Liability		8
Section 1.05	Governing Law		9
Section 1.06	Counterparts		9
Section 1.07	Ratification of Indenture and Indenture Supplement		9
ARTICLE 2 THE CLASS C(    -    ) NOTES
Section 2.01	Creation and Designation		9
Section 2.02	Adjustments to Required Subordinated Percentages and Amount		9
Section 2.03	[Interest Payment]		10
Section 2.04	[Notification of LIBOR]		10
Section 2.05	Payments of Interest and Principal		10
Section 2.06	Form of Delivery of Class C(    -    ) Notes; Depository; Denominations		11
Section 2.07	Delivery and Payment for the Class C(    -    ) Notes		11
Section 2.08	[Targeted Deposits to the Accumulation Reserve Account]		11
Section 2.09	Additional Issuances of Notes		11
Section 2.10	[Designation of Additional Amounts to be included in the Excess Spread Amount for the DiscoverSeries Notes]		12
Section 2.11	[Variable Accumulation Period]		12

-i-

THIS CLASS C(    -    ) TERMS DOCUMENT (this “Terms Document”), by and between DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of [                    ].

Pursuant to this Terms Document, the Issuer shall create a new Tranche of Class C Notes of the DiscoverSeries and shall specify the principal terms thereof.

ARTICLE 1

Definitions and Other Provisions of General Application

Section 1.01 Definitions. For all purposes of this Terms Document, 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 include the plural as well as the singular;

(2) all other terms used herein which are defined in the Indenture Supplement or the Indenture, either directly or by reference therein, have the meanings assigned to them therein;

(3) 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;

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

(5) in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture Supplement or the Indenture, the terms and provisions of this Terms Document shall be controlling, but solely with respect to the Class C(    -    ) Notes;

(6) each capitalized term defined herein shall relate only to the Class C(    -    ) Notes and no other Tranche of Notes issued by the Issuer;

(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 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 Amount” means $[        ]; provided, however, if the commencement of the Accumulation Period is delayed in accordance with Section 2.11 hereof, the Accumulation Amount shall be determined in accordance with the definition of “Accumulation Amount” in the Indenture Supplement.]

[“Accumulation Commencement Date” means [            ], [        ], or such later date as the Calculation Agent on behalf of the Issuer determines in accordance with Section 2.11 hereof.]

[“Accumulation Period” has the meaning set forth in the Indenture Supplement.]

[“Accumulation Period Length” means [                    ] months; provided, however, if the commencement of the Accumulation Period is delayed in accordance with Section 2.11 hereof, the Accumulation Period Length shall be determined in accordance with the definition of “Accumulation Period Length” in the Indenture Supplement.]

[“Accumulation Reserve Funding Period” shall not apply if the Calculation Agent on behalf of the Issuer notifies the Indenture Trustee that it expects the Accumulation Period Length to be adjusted to one (1) month, and otherwise shall mean a period commencing on the first Distribution Date on which a condition in the right column of the following table was in effect on the immediately preceding Distribution Date, if such Distribution Date is a Distribution Date described in the corresponding left column of the following table, and ending on the Distribution Date immediately preceding the earlier to occur of:

(x) the Expected Maturity Date for the Class C(    -    ) Notes and

(y) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class C(    -    ) Notes is paid in full.

Distribution Date:	Condition:
(a) The Distribution Date occurring three (3) calendar months prior to the first scheduled Distribution Date of the Accumulation Period (as adjusted in accordance with Section 2.11 hereof) and any following Distribution Date	No condition.
(b) The Distribution Date occurring [four (4)] calendar months prior to the first scheduled Distribution Date of the Accumulation Period (as adjusted in accordance with Section 2.11 hereof) and any following Distribution Date	The three-month rolling average Excess Spread Percentage is less than 4%.
(c) The Distribution Date occurring [six (6)]	The three-month rolling average Excess

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calendar months prior to the first scheduled Distribution Date of the Accumulation Period (as adjusted in accordance with Section 2.11 hereof) and any following Distribution Date	Spread Percentage is less than 3%.
d) The Distribution Date occurring [twelve (12)] calendar months prior to the first scheduled Distribution Date of the Accumulation Period (as adjusted in accordance with Section 2.11 hereof) and any following Distribution Date	The three-month rolling average Excess Spread Percentage is less than 2%.

provided, however, if at any point the Accumulation Reserve Funding Period has not commenced because no condition requiring funding has occurred or the Calculation Agent has determined that the Accumulation Period Length will be shortened to one (1) month, and subsequently a condition requiring funding occurs and the Calculation Agent determines that the Accumulation Period Length will not be so shortened, the Accumulation Reserve Funding Period shall commence on the following Distribution Date.]

“Class C(    -    ) Adverse Event” means the occurrence of any of the following: (a) an Early Redemption Event with respect to the Class C(    -    ) Notes or (b) an Event of Default and acceleration of the Class C(    -    ) Notes; provided, however, that if the only such event to have occurred is an Excess Spread Early Redemption Event for which an Excess Spread Early Redemption Cure has occurred, a Class C(    -    ) Adverse Event shall not be treated as continuing from and after the date of such cure.

“Class C(    -    ) Note” means any Note, in the form set forth in Exhibit A hereto, designated therein as a Class C(    -    ) Note and duly executed and authenticated in accordance with the Indenture.

“Class C(    -    ) Noteholder” means a Person in whose name a Class C(    -    ) Note is registered in the Note Register.

“Class C(    -    ) Termination Date” means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class C(    -    ) Notes is paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant to Article VI thereof.

[“Class C Reserve Account Percentage” means, for any Distribution Date on which a condition in the left column of the following table was in effect on the immediately preceding Distribution Date, the percentage in the corresponding right column of

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the following table (or if more than one conditions were in effect on the immediately preceding Distribution Date, the largest percentage).

Condition:	Class C Reserve Account Percentage:
The three-month rolling average Excess Spread Percentage is:
(a)    4.50% or greater	0%
(b)    4.00% to 4.49%	[    ]%
(c)    3.50% to 3.99%	[    ]%
(d)    3.00% to 3.49%	[    ]%
(e)    2.50% to 2.99%	[    ]%
(f)     2.00% to 2.49%	[    ]%
(g)    less than 2.00%, or	[    ]%
an Early Redemption Event or Event of Default for the Class C(    -    ) Notes has occurred and is continuing.]

“Encumbered Amount” means, for the Class C(    -    ) Notes, an amount equal to

(a) the Nominal Liquidation Amount of the Class C(    -    ) Notes, divided by

(b) the Nominal Liquidation Amount of all Tranches of Class C Notes in the DiscoverSeries, multiplied by

(c) the sum of (i) the aggregate Required Subordinated Amount of Class C Notes for all Tranches of Class A Notes in the DiscoverSeries with a Required Subordinated Amount of Class B Notes equal to zero and a Required Subordinated Amount of Class C Notes greater than zero and (ii) the aggregate Required Subordinated Amount of Class C Notes for all Tranches of Class B Notes in the DiscoverSeries with a Required Subordinated Amount of Class C Notes greater than zero.

“Encumbered Required Subordinated Amount of Class D Notes” means, for the Class C(    -    ) Notes, an amount equal to the product of

(a) the sum of (1) the aggregate Required Subordinated Amount of Class D Notes for all Tranches of Class A Notes in the DiscoverSeries with a Required Subordinated Amount of Class D Notes greater than zero, plus (2) the aggregate Unencumbered Required Subordinated Amount of Class D Notes for all Tranches of Class B Notes in the DiscoverSeries with an Unencumbered Required Subordinated Amount of Class D Notes greater than zero, multiplied by

(b) a percentage equivalent to a fraction, the numerator of which is the Nominal Liquidation Amount of the Class C(    -     ) Notes, and the denominator of which is the Nominal Liquidation Amount of all Tranches of Class C Notes in the DiscoverSeries.

[“Excess Spread Percentage” for any Distribution Date means a fraction, the numerator of which is the Excess Spread Amount for such Distribution Date multiplied by 12 and the denominator of which is the sum of the Nominal Liquidation Amounts of all Tranches of DiscoverSeries Notes as of the first day of the related Due Period.]

4

“Expected Maturity Date” means [                    ].

“Indenture” means the Indenture dated as of [            ], 20[    ] between the Issuer and Indenture Trustee, as such agreement may be further amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

“Indenture Supplement” means the Second Amended and Restated Indenture Supplement dated as of [            ], 20[    ], for the DiscoverSeries Notes, by and between the Issuer and the Indenture Trustee, as the same may be further amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

“Initial Dollar Principal Amount” means $[        ], or such higher amount as is specified in any Notice of Additional Issuance under Section 2.09 hereof.

[“Interest Accrual Period” means, with respect to any Interest Payment Date, the period from and including the previous Interest Payment Date (or, in the case of the first Interest Payment Date for any Class C(    -    ) Note, from and including the applicable Issuance Date) to but excluding such Interest Payment Date.]

[“Interest Payment Date” means the fifteenth day of each [month] commencing in [                    ], or if such fifteenth day is not a Business Day, the next succeeding Business Day.]

“Issuance Date” means [                    ] with respect to all Class C(    -    ) Notes issued on the date hereof and, with respect to any additional Class C(    -    ) Notes issued pursuant to Section 2.09 hereof, any Issuance Date specified in the Notice of Additional Issuance delivered thereunder.

“Legal Maturity Date” means [                    ].

[“LIBOR” means, with respect to any LIBOR Determination Date, the rate for deposits in United States dollars with a duration comparable to the relevant Interest Accrual Period which appears on Reuters Screen LIBOR01 as of 11:00 a.m., London time, on such day. If such rate does not appear on Reuters Screen LIBOR01, the rate will be determined by the Indenture Trustee on the basis of the rates at which deposits in United States dollars are offered by major banks in the London interbank market, selected by the Indenture Trustee, at approximately 11:00 a.m., London time, on such day to prime banks in the London interbank market with a duration comparable to the relevant Interest Accrual Period commencing on that day. The Indenture Trustee will request the principal London office of at least four banks to provide a quotation of its rate. If at least two such quotations are provided, the rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that day will be the arithmetic mean of the rates quoted by four major banks in New York City, selected by the Trustee, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks with a duration comparable to the relevant Interest Accrual Period commencing on that day. If LIBOR with respect to a LIBOR Determination Date is not determined pursuant to the foregoing, LIBOR with respect to such LIBOR Determination Date will be LIBOR with respect to the immediately prior LIBOR Determination Date.]

5

[“LIBOR Business Day,” if applicable, shall mean a day other than a Saturday or a Sunday on which banking institutions in both the City of London, England and in New York, New York are not required or authorized by law to be closed.]

[“LIBOR Determination Date” means the second LIBOR Business Day immediately preceding the commencement of an Interest Accrual Period.]

[“Note Interest Rate” means [LIBOR] [+/-] [    ]% per annum, calculated on the basis of [the actual number of days elapsed] [twelve 30-day months] and a 360-day year.]

“Notice of Additional Issuance” has the meaning set forth in Section 2.09 hereof.

“Required Daily Deposit Target Finance Charge Amount” means, for any day in a Due Period, an amount equal to the Class C Tranche Interest Allocation for the related Distribution Date[; provided, however, that for purposes of determining the Required Daily Deposit Target Finance Charge Amount on any day on which the Class C Tranche Interest Allocation cannot be determined because [the LIBOR Determination Date] for the applicable Interest Accrual Period has not yet occurred, the Required Daily Deposit Target Finance Charge Amount shall be the Class C Tranche Interest Allocation determined based on a pro forma calculation made on the assumption that [LIBOR] will be [LIBOR] for the applicable period determined on the first day of such calendar month, multiplied by 1.25].

“Required Daily Deposit Target Principal Amount” means, for any day in a Due Period, (i) if such Due Period is in [the Accumulation Period for the Class C(    -    ) Notes, the Accumulation Amount], (ii) if such day is on or after the occurrence and during the continuance of a Class C(    -    ) Adverse Event, the Nominal Liquidation Amount of the Class C(    -    ) Notes, and (iii) in all other circumstances, zero.

“Required Subordinated Amount of Class D Notes” means, for the Class C(    -    ) Notes for any date of determination, an amount equal to the sum of

(a) the Unencumbered Required Subordinated Amount of Class D Notes for such Class C(    -    ) Notes and

(b) the Encumbered Required Subordinated Amount of Class D Notes for such Class C(    -    ) Notes;

provided, however, that for any date of determination on or after the occurrence and during the continuation of a Class C(    -    ) Adverse Event, the Required Subordinated Amount of Class D Notes for the Class C(    -    ) Notes will be the greater of

(x) the amount determined above for such date of determination and

(y) the amount determined above for the date immediately prior to the date on which the Class C(    -    ) Adverse Event shall have occurred.

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“Required Subordinated Percentage of Class D Notes (Unencumbered)” means for the Class C(    -    ) Notes, [    ]%, subject to adjustment in accordance with Section 2.02.

[“Reuters Screen LIBOR01” means the display page currently so designated on the Reuters Screen (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).]

“Specified Rating” means, for the Class C(    -    ) Notes, [                    ] with respect to [Moody’s], [                    ] with respect to [Standard & Poor’s] and [                    ] with respect to [Fitch].

“Stated Principal Amount” means $[        ] or such higher amount as is specified in any Notice of Additional Issuance under Section 2.09.

[“Targeted Accumulation Reserve Subaccount Deposit” means, with respect to any Distribution Date during the Accumulation Reserve Funding Period, an amount equal to (i) [0.5]% of the Outstanding Dollar Principal Amount of the Class C(    -    ) Notes as of the close of business on the last day of the related Due Period or (ii) any other amount designated by the Calculation Agent on behalf of the Issuer.]

“Unencumbered Amount” means, for the Class C(    -    ) Notes, an amount equal to the Nominal Liquidation Amount of the Class C(    -    ) Notes minus the Encumbered Amount for the Class C(    -    ) Notes.

“Unencumbered Required Subordinated Amount of Class D Notes” means, for the Class C(    -    ) Notes, an amount equal to the product of

(a) the Unencumbered Amount for the Class C(    -    ) Notes and

(b) the Required Subordinated Percentage of Class D Notes (Unencumbered) for the Class C(    -    ) Notes.

Section 1.02 Representations and Warranties of Issuer. The Issuer represents and warrants 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 Terms Document and to perform the terms and provisions hereof;

(b) the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company 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 Terms Document 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;

7

(d) to the best of the Issuer’s knowledge, this Terms Document 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 Terms Document 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 (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) 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 Terms Document or the validity or enforceability of this Terms Document.

Section 1.03 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 Terms Document, and has taken all necessary action to authorize the execution, delivery and performance by it of this Terms Document; and

(c) this Terms Document has been duly executed and delivered by the Indenture Trustee.

Section 1.04 Limitations on Liability.

(a) It is expressly understood and agreed by the parties hereto that (i) this Terms Document 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 Terms Document 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 Terms Document or any related documents.

8

(b) None of the Indenture Trustee, the Owner Trustee, the Calculation Agent, the 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 Terms Document, and recourse may be had solely to the Collateral pledged to secure these Class C(    -    ) Notes under the Indenture, the Indenture Supplement and this Terms Document.

Section 1.05 Governing Law. THIS TERMS DOCUMENT 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 1.06 Counterparts. This Terms Document may be executed in any number of counterparts, each of which when so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.

Section 1.07 Ratification of Indenture and Indenture Supplement. As supplemented by this Terms Document, each of the Indenture and the Indenture Supplement is in all respects ratified and confirmed and the Indenture as supplemented by the Indenture Supplement and this Terms Document shall be read, taken and construed as one and the same instrument.

ARTICLE 2

The Class C(    -    ) Notes

Section 2.01 Creation and Designation. There is hereby created a Tranche of Class C Notes to be issued pursuant to this Terms Document, the Indenture and the Indenture Supplement to be known as the “DiscoverSeries Class C(    -    ) Notes.”

Section 2.02 Adjustments to Required Subordinated Percentages and Amount.

(a) On any date, the Issuer may, at the direction of the Beneficiary, change the Required Subordinated Percentage of Class D Notes (Unencumbered) for the Class C(    -    ) Notes, without the consent of any Noteholders; provided that the Issuer has received written confirmation from each applicable Note Rating Agency that the change in such percentage will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

(b) On any date, the Issuer may, at the direction of the Beneficiary, replace all or a portion of the Required Subordinated Amount of Class D Notes for the Class C(    -    ) Notes with a different form of credit enhancement (including, without limitation, a cash collateral account, a letter of credit, a reserve account, a surety bond, an insurance policy or a collateral interest, or any combination thereof) and may add such definitions and other terms and make such additional amendments to this Terms Document as shall be necessary for such replacement without the consent of any Noteholders, provided that the Issuer has received written confirmation from each applicable Note Rating Agency that such replacement and such other amendments will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

9

Section 2.03 [Interest Payment]. For each Interest Payment Date, the amount of interest due with respect to the Class C(    -    ) Notes shall be an amount equal to

(i) (A) a fraction, the numerator of which is [the actual number of days in the related Interest Accrual Period] [30] and the denominator of which is 360, times

(B) the Note Interest Rate in effect with respect to such related Interest Accrual Period, times

(ii) the Outstanding Dollar Principal Amount of the Class C(    -    ) Notes determined as of the first date of such related Interest Accrual Period, plus

any Class C Tranche Interest Allocation Shortfall for such Class C(    -    ) Notes for the immediately preceding Distribution Date, together with interest thereon at the Note Interest Rate in effect with respect to such related Interest Accrual Period, calculated on the basis of [the actual number of days in the related Interest Accrual Period] [twelve 30-day months] and a 360-day year.]

Section 2.04 [Notification of LIBOR]. On each LIBOR Determination Date, the Indenture Trustee shall send to the Issuer, the Beneficiary, each applicable Master Servicer and any stock exchange on which the Class C(    -    ) Notes are then listed (if the rules of such exchange so require), by facsimile transmission or electronic transmission, notification of LIBOR for the following Interest Accrual Period.]

Section 2.05 Payments of Interest and Principal.

(a) [The Issuer will cause interest to be paid on each Interest Payment Date and principal to be paid on the Expected Maturity Date; provided, however, that it shall not be an Event of Default if principal is not paid in full on such Expected Maturity Date unless funds for such payment have been allocated in accordance with Section 3.01 of the Indenture Supplement; and provided, further, that if a Class C(    -    ) Adverse Event has occurred and is continuing, principal will instead be payable in monthly installments on each Principal Payment Date for the Class C(    -    ) Notes in accordance with Sections 3.01 and 3.05 of the Indenture Supplement. All payments of interest and principal on the Class C(    -    ) Notes shall be made as set forth in Section 1102 of the Indenture.]

(b) The right of the Class C(    -    ) Noteholders to receive payments from the Issuer will terminate on the Class C(    -    ) Termination Date.

(c) All payments of principal, interest or other amounts to the Class C(    -    ) Noteholders will be made pro rata based on the Stated Principal Amount of their Class C(    -    ) Notes.

10

Section 2.06 Form of Delivery of Class C(    -    ) Notes; Depository; Denominations.

(a) The Class C(    -    ) Notes shall be delivered in the form of a [Global Note which shall be a Registered Note as provided in Section 204 of the Indenture] [definitive Registered Note as provided in Section 201 of the Indenture]. The form of the Class C(    -    ) Notes is attached hereto as Exhibit A.

(b) [The Depository for the Class C(    -    ) Notes shall be The Depository Trust Company, and the Class C(    -    ) Notes shall initially be registered in the name of Cede & Co., its nominee.]

(c) The Class C(    -    ) Notes will be issued in minimum denominations of $[200,000] and integral multiples of $[1,000] in excess of that amount.

Section 2.07 Delivery and Payment for the Class C(    -    ) Notes. The Issuer shall execute and deliver the Class C(    -    ) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class C(    -    ) Notes when authenticated, each in accordance with Sections 203 and 303 of the Indenture.

Section 2.08 [Targeted Deposits to the Accumulation Reserve Account]. The deposit targeted to be made to the Accumulation Reserve Subaccount for the Class C(    -    ) Notes for any Due Period during the Accumulation Reserve Funding Period will be an amount equal to the Targeted Accumulation Reserve Subaccount Deposit minus any amount on deposit in the Accumulation Reserve Subaccount for the Class C(    -    ) Notes.]

Section 2.09 Additional Issuances of Notes. Subject to clauses (ii), (iii), (iv) and (v) of Sections 2.02 and Section 2.03 of the Indenture Supplement, the Issuer may issue additional Class C(    -    ) Notes, so long as the following conditions precedent are satisfied:

(a) the Issuer shall have given the Indenture Trustee written notice of such issuance of additional Class C(    -    ) Notes (the “Notice of Additional Issuance”) at least one (1) Business Day in advance of the Issuance Date thereof, which notice shall include:

(i) the Issuance Date of such additional Class C(    -    ) Notes;

(ii) the amount of such additional Class C(    -    ) Notes being offered and the resulting Initial Dollar Principal Amount and Stated Principal Amount of Class C(    -    ) Notes;

(iii) the date from which interest on such additional Class C(    -    ) Notes will accrue (which may be a date prior to the date of issuance thereof);

(iv) the first Interest Payment Date on which interest will be paid on such additional Class C(    -    ) Notes; and

(v) any other terms that the Issuer set forth in such notice of issuance of additional Class C(    -    ) Notes to clarify the rights of Holders of such additional Class C(    -    ) Notes or the effect of such issuance of additional Class C(    -    ) Notes on any calculations to be made with respect to the Class C(    -    ) Notes, Class C, or the Issuer.

11

All such terms shall be incorporated into and form a part of this Terms Document on and after the effective date of such Class C(    -    ) Notes;

(b) no Class C(    -    ) Adverse Event has occurred and is continuing; and

(c) [either (i) the issuance of such additional Class C(    -    ) Notes would be treated as part of the same issue as the outstanding Class C(    -    ) Notes under Treasury Regulation Sections 1.1275-1(f)(1) or 1.1275-2(k) or (ii) such additional Class C(    -    ) Notes are not issued with “original issue discount” for purposes of Section 1273 of the Code].

The Issuer shall not have to satisfy the conditions set forth in Section 310 of the Indenture in connection with an issuance of additional Class C(    -    ) Notes so long as such conditions were satisfied or waived in connection with the initial issuance of Class C(    -    ) Notes; provided, however, that the Issuer shall have to deliver to the Indenture Trustee a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance.

Section 2.10 [Designation of Additional Amounts to be included in the Excess Spread Amount for the DiscoverSeries Notes]. At any time that any outstanding Series of certificates issued by the Master Trust provides that the Series Principal Collections allocated to such Series will be deposited into the Group Finance Charge Collections Reallocation Account for the Master Trust to the extent necessary for application to cover shortfalls for other Series issued by the Master Trust, an amount equal to (x) all Series Principal Collections allocated to such Series, multiplied by (y) a fraction, the numerator of which is the sum of the Nominal Liquidation Amounts for each outstanding Tranche of the DiscoverSeries Notes (including the Class C(    -    ) Notes and the denominator of which is (i) the Aggregate Investor Interest for the Master Trust minus (ii) the sum of the Series Investor Interests for all such Series that provide that the Series Principal Collections allocated to such Series will be so deposited, is hereby designated to be included in the Excess Spread Amount and shall be treated as Series Finance Charge Amounts for the DiscoverSeries.]

Section 2.11 [Variable Accumulation Period]. Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period for the Class C(    -    ) Notes and determine a new Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that the Accumulation Period shall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class C(    -    ) Notes. Any such delay by the Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to any prior delay in the commencement of the Accumulation Period pursuant to this Section 2.11).

The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated

12

Principal Amounts, the delay in the commencement of the Accumulation Period for the Class C(    -    ) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date and the Accumulation Period Length shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such delay in the commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such delay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class C(    -    ) Notes is delayed pursuant to this Section 2.11.]

[Remainder of page intentionally blank; signature page follows]

13

IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly executed, all as of the day and year first above written.

DISCOVER CARD EXECUTION NOTE
TRUST, as Issuer
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:

[Signature Page to Class C(    -    ) Terms Document]

EX-4.11

Exhibit 4.11

[FORM OF] DISCOVERSERIES CLASS A(    -    ) NOTE

[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 TO 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.]

THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, 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 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, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT.

THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.

1

REGISTERED	$        *
No.	CUSIP NO.

DISCOVER CARD EXECUTION NOTE TRUST

[Floating Rate] [    %] [Discount]

DISCOVERSERIES CLASS A(    -    ) NOTE

DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to [CEDE & CO.], or registered assigns, subject to the following provisions, a principal sum of $[        ] payable on the [[            ,        ] Payment Date (the “Expected Maturity Date”)], except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the [[            ,        ] Payment Date (the “Legal Maturity Date”). [Interest will accrue on this Note at the rate of [Floating Rate] [    %] per annum, as more specifically set forth in the Class A(    -    ) Terms Document dated as of [            ], [        ] (the “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date from and including the previous Interest Payment Date (or, in the case of the first Interest Payment Date for any Class A(    -    ) Notes, from and including the applicable Issuance Date) to but excluding such Interest Payment Date. Interest will be computed on the basis of [the actual number of days elapsed] [twelve 30-day months] and a 360-day year [(or, in the case of the first Interest Payment Date, based on the actual number of days elapsed and a 360-day year, assuming the month of issuance has 30 days)].] [Principal will accrete on this note at a rate of [    %] per annum, as more specifically set forth in the Terms Document.] Such principal of [and interest on] this Note shall be paid in the manner specified on the reverse hereof.

The principal [and interest] may be payable monthly, and may be payable earlier or later than the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale.

The principal of [and interest on] this Note [is] [are] payable in [such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts].

The Initial Dollar Principal Amount of the Class A(    -    ) Notes is $[        ].

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, Indenture Supplement or the Terms Document referred to on the reverse hereof, or be valid or obligatory for any purpose.

* Denominations of $[100,000] and in integral multiples of $[1,000] in excess thereof.

2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

DISCOVER CARD EXECUTION NOTE TRUST, as Issuer
By:	WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee
By:
Name:
Title:
Date:

3

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

US BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee

By:

Name:

Title:

Date:

4

[REVERSE OF NOTE]

This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its [Floating Rate] [    %] [Discount] Class A(    -    ) DiscoverSeries Notes (herein called the “Class A(    -    ) Notes”), all issued under an Amended and Restated Indenture dated as of [            ], 20[        ] (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of [            ], 20[    ] (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class A(    -    ) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class A(    -    ) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document.

The Class B Notes, the Class C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement.

The Class A(    -    ) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement.

Principal of the Class A(    -    ) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof except as otherwise provided in the Indenture or the Indenture Supplement.

As described above, the entire unpaid principal amount of this Class A(    -    ) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Class A(    -    ) Notes shall be due and payable on the date on which an Event of Default relating to the Class A(    -    ) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class A(    -    ) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes.

On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption.

5

Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes.

On each Payment Date, the Paying Agent shall distribute to each Holder of Class A(    -    ) Notes of record on the related Record Date (except for the final distribution with respect to this Class A(    -    ) Note) such Holder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class A Notes.

Payments of [interest on this Class A(    -    ) Note due and payable on each Payment Date, together with] any installment of principal, if any, to the extent not in full payment of this Class A((    -    ) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class A((    -    ) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class A((    -    ) Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class A((    -    ) Note be submitted for notation of payment. Any reduction in the principal amount of this Class A((    -    ) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class A((    -    ) Note and of any Class A((    -    ) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A((    -    ) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class A(    -    ) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

As provided in the Indenture and subject to certain limitations set forth therein [and as set forth in the first legend on the face hereof], the transfer of this Class A(    -    ) Note may be registered on the Note Register upon surrender of this Class A(    -    ) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class A(    -    ) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated

6

transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A(    -    ) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class A(    -    ) Note or, in the case of a Note Owner, a beneficial interest in a Class A(    -    ) Note, covenants and agrees that by accepting the benefits of the Indenture 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 of, 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, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement.

Prior to the due presentment for registration of transfer of this Class A(    -    ) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class A(    -    ) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A(    -    ) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A(    -    ) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class A(    -    ) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class A(    -    ) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Class A(    -    ) Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

7

The Class A(    -    ) Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS CLASS A(    -    ) NOTE AND THE 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.

No reference herein to the Indenture and no provision of this Class A(    -    ) Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of [and interest on] this Class A(    -    ) Note at the times, place, and rate, and in the coin or currency herein prescribed.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Class A(    -    ) Note by the acceptance hereof agrees that, except as expressly provided in the Indenture and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class A(    -    ) Note.

8

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:
	Signature Guaranteed:	*

* NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

9

EX-4.12

Exhibit 4.12

[FORM OF] DISCOVERSERIES CLASS B(    -    ) NOTE

[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 TO 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.]

THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, 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 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, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT.

THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.

DISTRIBUTIONS OF PRINCIPAL AND INTEREST TO THE HOLDER OF THIS CLASS B NOTE ARE SUBORDINATE TO THE PAYMENT ON EACH DISTRIBUTION DATE OF PRINCIPAL OF AND INTEREST ON THE CLASS A NOTES OF THE DISCOVERSERIES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE AND INDENTURE SUPPLEMENT REFERRED TO HEREIN.

REGISTERED	$        *
No.	CUSIP NO.

DISCOVER CARD EXECUTION NOTE TRUST

[Floating Rate] [    %] [Discount]

DISCOVERSERIES CLASS B(    -    ) NOTE

DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to [CEDE & CO.], or registered assigns, subject to the following provisions, a principal sum of $[        ] payable on the [[            ,        ] Payment Date (the “Expected Maturity Date”)], except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the [[            ,        ] Payment Date (the “Legal Maturity Date”). [Interest will accrue on this Note at the rate of [Floating Rate] [    %] per annum, as more specifically set forth in the Class B(    -    ) Terms Document dated as of [            ], [            ] (the “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date from and including the previous Interest Payment Date (or, in the case of the first Interest Payment Date for any Class B(    -    ) Notes, from and including the applicable Issuance Date) to but excluding such Interest Payment Date. Interest will be computed on the basis of [the actual number of days elapsed] [twelve 30-day months] and a 360-day year [(or, in the case of the first Interest Payment Date, based on the actual number of days elapsed and a 360-day year, assuming the month of issuance has 30 days)].] [Principal will accrete on this note at a rate of [    %] per annum, as more specifically set forth in the Terms Document.] Such principal of [and interest on] this Note shall be paid in the manner specified on the reverse hereof.

The principal [and interest] may be payable monthly, and may be payable earlier or later than the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale.

Series Principal Amounts allocated to these Class B(    -    ) Notes will be applied first to pay shortfalls in interest on Class A Notes, then to pay any shortfalls in Series Servicing Fees allocable to the DiscoverSeries, and then to make Targeted Principal Deposits to the Principal Funding Subaccounts for Class A Notes, including Targeted Prefunding Deposits, before being applied to make Targeted Principal Deposits to the Principal Funding Subaccounts of Subordinate Notes, including these Class B(    -    ) Notes. Principal will not be paid on these Class B(    -    ) Notes prior to their Legal Maturity Date unless the Class A Usage of Class B Notes is zero for all Tranches of Class A Notes of the DiscoverSeries and the required level of subordination for the Class A Notes of the DiscoverSeries is available after giving effect to such payment.

The principal of [and interest on] this Note [is] [are] payable in [such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts].

The Initial Dollar Principal Amount of the Class B(    -    ) Notes is $[        ].

The Stated Principal Amount of the Class B(    -    ) Notes is $[        ].

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, Indenture Supplement or the Terms Document referred to on the reverse hereof, or be valid or obligatory for any purpose.

* Denominations of $[100,000] and in integral multiples of $[1,000] in excess thereof.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

DISCOVER CARD EXECUTION NOTE TRUST, as Issuer
By:	WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee
By:
Name:
Title:
Date:

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

US BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee

By:

Name:

Title:

Date:

[REVERSE OF NOTE]

This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its [Floating Rate] [     %] [Discount] Class B(    -    ) DiscoverSeries Notes (herein called the “Class B(    -    ) Notes”), all issued under an Amended and Restated Indenture dated as of [            ], 20[    ] (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of [            ], 20[    ] (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class B(    -    ) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class B(    -    ) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document.

The Class A Notes, the Class C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class B Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement.

The Class B(    -    ) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement.

The Class B(    -    ) Notes are subordinated in right of payment of principal and interest to the Class A Notes and provide loss protection to the Class A Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Notes may be applied to pay the Class A Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal of the Class B(    -    ) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof except as otherwise provided in the Indenture or the Indenture Supplement.

As described above, the entire unpaid principal amount of this Class B(    -    ) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Class B(    -    ) Notes shall be due and payable on the date on which an Event of Default relating to the Class B(    -    ) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class B(    -    ) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes.

On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar

Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption.

Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes.

On each Payment Date, the Paying Agent shall distribute to each Holder of Class B(    -    ) Notes of record on the related Record Date (except for the final distribution with respect to this Class B(    -    ) Note) such Holder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class B Notes.

Payments of [interest on this Class B(    -    ) Note due and payable on each Payment Date, together with] any installment of principal, if any, to the extent not in full payment of this Class B(    -    ) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class B(    -    ) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class B(    -    ) Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class B(    -    ) Note be submitted for notation of payment. Any reduction in the principal amount of this Class B(    -    ) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class B(    -    ) Note and of any Class B(    -    ) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class B(    -    ) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class B(    -    ) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

As provided in the Indenture and subject to certain limitations set forth therein [and as set forth in the first legend on the face hereof], the transfer of this Class B(    -    ) Note may be registered on the Note Register upon surrender of this Class B(    -    ) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a

member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class B(    -    ) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class B(    -    ) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class B (    -    ) Note or, in the case of a Note Owner, a beneficial interest in a Class B(    -    ) Note, covenants and agrees that by accepting the benefits of the Indenture 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 of, 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, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement.

Prior to the due presentment for registration of transfer of this Class B(    -    ) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class B(    -    ) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class B(    -    ) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 662/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class B(    -    ) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class B(    -    ) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class B(    -    ) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Class B(    -    ) Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Class B(    -    ) Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS CLASS B    -    ) NOTE AND THE 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.

No reference herein to the Indenture and no provision of this Class B(    -    ) Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of [and interest on] this Class B(    -    ) Note at the times, place, and rate, and in the coin or currency herein prescribed.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Class B(    -    ) Note by the acceptance hereof agrees that, except as expressly provided in the Indenture and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class B(    -    ) Note.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		*
	Signature Guaranteed:

* NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

EX-4.13

Exhibit 4.13

[FORM OF] DISCOVERSERIES CLASS C(    -    ) NOTE

[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 TO 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.]

THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, 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 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, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT.

THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.

DISTRIBUTIONS OF PRINCIPAL AND INTEREST TO THE HOLDER OF THIS CLASS C NOTE ARE SUBORDINATE TO THE PAYMENT ON EACH DISTRIBUTION DATE OF PRINCIPAL OF AND INTEREST ON THE CLASS A NOTES AND THE CLASS B NOTES OF THE DISCOVERSERIES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE AND INDENTURE SUPPLEMENT REFERRED TO HEREIN.

REGISTERED	$         *
No.	CUSIP NO.

DISCOVER CARD EXECUTION NOTE TRUST

[Floating Rate] [    %] [Discount]

DISCOVERSERIES CLASS C(    -    ) NOTE

DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to [CEDE & CO.], or registered assigns, subject to the following provisions, a principal sum of $[        ] payable on the [[            ,         ] Payment Date (the “Expected Maturity Date”)], except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the [[            ,         ] Payment Date (the “Legal Maturity Date”). [Interest will accrue on this Note at the rate of [Floating Rate] [    %] per annum, as more specifically set forth in the Class C(    -    ) Terms Document dated as of [            ], [        ] (the “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date from and including the previous Interest Payment Date (or, in the case of the first Interest Payment Date for any Class C(    -    ) Notes, from and including the applicable Issuance Date) to but excluding such Interest Payment Date. Interest will be computed on the basis of [the actual number of days elapsed] [twelve 30-day months] and a 360-day year [(or, in the case of the first Interest Payment Date, based on the actual number of days elapsed and a 360-day year, assuming the month of issuance has 30 days)].] [Principal will accrete on this note at a rate of [    %] per annum, as more specifically set forth in the Terms Document.] Such principal of [and interest on] this Note shall be paid in the manner specified on the reverse hereof.

The principal [and interest] may be payable monthly, and may be payable earlier or later than the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale.

Series Principal Amounts allocated to these Class C(    -    ) Notes will be applied first to pay shortfalls in interest on Class A Notes and Class B Notes, then to pay any shortfalls in Series Servicing Fees allocable to the DiscoverSeries, and then to make Targeted Principal Deposits to the Principal Funding Subaccounts for Class A Notes and Class B Notes, including Targeted Prefunding Deposits, before being applied to make Targeted Principal Deposits to the Principal Funding Subaccounts of Subordinate Notes, including these Class C(    -    ) Notes. Principal will not be paid on these Class C(    -    ) Notes prior to their Legal Maturity Date unless each of the Class A Usage of Class C Notes and the Class B Usage of Class C Notes is zero for all Tranches of Class A Notes and Class B Notes of the DiscoverSeries and the required level of subordination for the Class A Notes and Class B Notes of the DiscoverSeries is available after giving effect to such payment.

The principal of [and interest on] this Note [is] [are] payable in [such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts].

The Initial Dollar Principal Amount of the Class C(    -    ) Notes is $[        ].

The Stated Principal Amount of the Class C(    -    ) Notes is $[        ].

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, Indenture Supplement or the Terms Document referred to on the reverse hereof, or be valid or obligatory for any purpose.

* Denominations of $[100,000] and in integral multiples of $[1,000] in excess thereof.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

DISCOVER CARD EXECUTION NOTE TRUST,
as Issuer
By	WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee
By:
Name:
Title:
Date:

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

US BANK NATIONAL ASSOCIATION,

  not in its individual capacity but solely as   Indenture Trustee

By:

Name:

Title:

Date:                     

[REVERSE OF NOTE]

This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its [Floating Rate] [    %] [Discount] Class C(    -    ) DiscoverSeries Notes (herein called the “Class C(    -    ) Notes”), all issued under an Amended and Restated Indenture dated as of [            ], 20[    ] (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of [            ], 20[    ] (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C(    -    ) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class C(    -    ) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document.

The Class A Notes, the Class B Notes and the Class D Notes of the DiscoverSeries and other tranches of Class C Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement.

The Class C(    -    ) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement.

The Class C(    -    ) Notes are subordinated in right of payment of principal and interest to the Class A Notes and the Class B Notes and provide loss protection to the Class A Notes and Class B Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal Amounts allocable to the Notes may be applied to pay the Class A Interest Allocation and the Class B Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in the Indenture Supplement. Principal of the Class C(    -    ) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof except as otherwise provided in the Indenture or the Indenture Supplement.

As described above, the entire unpaid principal amount of this Class C(    -    ) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Class C(    -    ) Notes shall be due and payable on the date on which an Event of Default relating to the Class C(    -    ) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class C(    -    ) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes.

On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption.

Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes.

On each Payment Date, the Paying Agent shall distribute to each Holder of Class C(    -    ) Notes of record on the related Record Date (except for the final distribution with respect to this Class C(    -    ) Note) such Holder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class C Notes.

Payments of [interest on this Class C(    -    ) Note due and payable on each Payment Date, together with] any installment of principal, if any, to the extent not in full payment of this Class C(    -    ) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class C(    -    ) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class C(    -    ) Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be CEDE & CO.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class C(    -    ) Note be submitted for notation of payment. Any reduction in the principal amount of this Class C(    -    ) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class C(    -    ) Note and of any Class C(    -    ) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C(    -    ) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class C(    -    ) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

As provided in the Indenture and subject to certain limitations set forth therein [and as set forth in the first legend on the face hereof], the transfer of this Class C(    -    ) Note may be registered on the Note Register upon surrender of this Class C(    -    ) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such

signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class C(    -    ) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C(    -    ) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class C(    -    ) Note or, in the case of a Note Owner, a beneficial interest in a Class C(    -    ) Note, covenants and agrees that by accepting the benefits of the Indenture 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 of, 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, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement.

Prior to the due presentment for registration of transfer of this Class C(    -    ) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class C(    -    ) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C(    -    ) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class C(    -    ) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class C(    -    ) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class C(    -    ) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Class C(    -    ) Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Class C(    -    ) Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS CLASS C(    -    ) NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401OF 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.

No reference herein to the Indenture and no provision of this Class C(    -    ) Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of [and interest on] this Class C(    -    ) Note at the times, place, and rate, and in the coin or currency herein prescribed.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Class C(    -    ) Note by the acceptance hereof agrees that, except as expressly provided in the Indenture and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class C(    -    ) Note.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:
	Signature Guaranteed:

* NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

EX-5.1

Exhibit 5.1

	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, Illinois 60606-4637
September 9, 2015
	Main Tel (312) 782-0600
	Main Fax (312) 701-7711
Discover Funding LLC	www.mayerbrown.com
12 Read’s Way
New Castle, Delaware 19720

Re: Discover Funding LLC, Discover Card Execution Note Trust, DiscoverSeries Notes

Registration Statement on Form SF-3

We have acted as special counsel for Discover Funding LLC, a Delaware limited liability company (“Discover Funding”), and Discover Card Execution Note Trust (the “Note Issuance Trust”), in connection with the issuance of asset-backed notes secured by a beneficial interest in a pool of receivables arising under certain revolving credit card accounts (the “Notes”). The term “Notes” shall include any additional amounts of such securities registered by the Note Issuance Trust pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”) in connection with the offering contemplated by the Registration Statement. The Notes of a particular class or tranche will be issued pursuant to an Indenture, an Indenture Supplement and a Terms Document, each between the Note Issuance Trust, as Issuer, and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), a form of each of which is filed as an exhibit to the Registration Statement, as amended, on Form SF-3, filed with the Securities and Exchange Commission on the date hereof (the “Registration Statement”), together with a form of prospectus (the “Prospectus”). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned to them in the Registration Statement.

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Notes.

We have examined an executed copy of the above captioned Registration Statement, the forms and executed documents filed as exhibits to, or incorporated by reference into, the Registration Statement and such other documents as we have deemed necessary for the purposes of this opinion (collectively, the “Transaction Documents”). We are familiar with the proceedings taken by Discover Funding in connection with the authorization of the issuance and sale of the Notes, and have examined such documents and such questions of law and fact as we have deemed necessary in order to express the opinion hereinafter stated.

We are opining herein as to the effect on the subject transactions of only United States federal law, the laws of the State of New York (excluding any municipal laws), the banking laws of the State of Delaware and the Delaware Statutory Trust Act and we express no opinion with respect to the applicability thereto or the effect thereon of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state.

Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia

and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

MAYER BROWN LLP

Discover Funding LLC

Discover Card Execution Note Trust

Page 2

We have assumed for the purposes of the opinions set forth below that the Notes will be issued in Tranches created as described in the Registration Statement and that the Notes will, at Discover Funding’s direction, be sold by the Note Issuance Trust for reasonably equivalent consideration.

In rendering the opinions set forth herein, we have relied upon and assumed:

A. The genuineness of all signatures, the authenticity of all writings submitted to us as originals, the conformity to original writings of all copies submitted to us as certified or photostatic copies, and the legal competence and capacity of all natural persons;

B. The truth and accuracy of all certificates and representations, writings and records reviewed by us and referred to above, including the representations and warranties made in the Transaction Documents, in each case with respect to the factual matters set forth therein;

C. The Indenture and Indenture Supplement with respect to the DiscoverSeries Notes and the Terms Document with respect to each class or tranche of Notes that is executed and delivered will be in substantially the form we have examined, the transactions contemplated to occur under such document do in fact occur in accordance with the terms thereof and the Notes will be sold as described in the Registration Statement; and

D. There are no other agreements or understandings, whether oral or written, among any or all of the parties that would alter the agreements set forth in the Transaction Documents.

On the basis of the foregoing examination and assumptions, and upon consideration of applicable law, it is our opinion that the Notes are in proper form, and when executed, authenticated and delivered as specified in the Indenture and delivered against the payment of consideration specified in an underwriting agreement between the Note Issuance Trust, Discover Funding and the applicable underwriter for a class or tranche of Notes will be legal and binding obligations of the Note Issuance Trust, enforceable against the Note Issuance Trust in accordance with their terms.

Our opinion set forth above is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and by the discretion of the court before which any proceeding therefore may be brought.

MAYER BROWN LLP

Discover Funding LLC

Discover Card Execution Note Trust

Page 3

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name therein without admitting we are “experts” within the meaning of the Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement or this exhibit.

Very truly yours,

/s/ Mayer Brown LLP

MAYER BROWN LLP

EX-5.2

Exhibit 5.2

	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, Illinois 60606-4637
September 9, 2015
	Main Tel (312) 782-0600
	Main Fax (312) 701-7711
Discover Funding LLC	www.mayerbrown.com
12 Read’s Way
New Castle, Delaware 19720

Re: Discover Card Master Trust I, Series 2007-CC

Registration Statement on Form SF-3, Credit Card Pass-Through Certificate

We have acted as special counsel for Discover Funding LLC, a Delaware limited liability company (“Discover Funding”), in connection with the registration by Discover Card Master Trust I (the “Trust”) of the Series 2007-CC Collateral Certificate (the “Certificate”). The Certificate was issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement dated as of June 4, 2010, as amended and supplemented on or prior to the date hereof (the “2010 Pooling and Servicing Agreement”), as supplemented by the series supplement related to the Certificate, as amended by the Amendment to Specified Series Supplements dated as of June 4, 2010, (the “Series 2007-CC Series Supplement”). A form of the Third Amended and Restated Pooling and Servicing Agreement will be filed as Exhibit 4.2 of the Registration Statement (defined below) (the “Pooling and Servicing Agreement”), and will be supplemented by the Amended and Restated Series Supplement related to the Certificate, a form of which will be filed as Exhibit 4.3 of the Registration Statement (the “Series Supplement”), each by and between Discover Bank, as Master Servicer and Servicer, Discover Funding, as Depositor, and U.S. Bank National Association, as Trustee (the “Trustee”), and pursuant to a registration statement on Form SF-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”), and the related form of prospectus included therein (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Certificate.

We have examined an executed copy of the above captioned Registration Statement, the 2010 Pooling and Servicing Agreement and the Series 2007-CC Series Supplement, forms of the Pooling and Servicing Agreement and the Series Supplement and such other documents as we have deemed necessary for the purposes of this opinion (collectively, the “Transaction Documents”). We are familiar with the proceedings taken by Discover Funding and the Trust in connection with the authorization of the issuance of the Certificate, and have examined such documents and such questions of law and fact as we have deemed necessary in order to express the opinion hereinafter stated.

Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia

and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

MAYER BROWN LLP

Discover Funding LLC

Discover Card Master Trust I

Page 2

We are opining herein as to the effect on the subject transactions of only United States federal law, the laws of the State of New York (excluding any municipal laws), the banking laws of the State of Delaware and the Delaware Statutory Trust Act and we express no opinion with respect to the applicability thereto or the effect thereon of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state.

In rendering the opinions set forth herein, we have relied upon and assumed:

A. The genuineness of all signatures, the authenticity of all writings submitted to us as originals, the conformity to original writings of all copies submitted to us as certified or photostatic copies, and the legal competence and capacity of all natural persons;

B. The truth and accuracy of all certificates and representations, writings and records reviewed by us and referred to above, including the representations and warranties made in the Transaction Documents, in each case with respect to the factual matters set forth therein;

C. (a) That each of the 2010 Pooling and Servicing Agreement and the Series 2007-CC Series Supplement has been duly authorized, executed and delivered by the Trustee and all documents required to be executed and delivered in connection with the issuance and sale of the Certificate have been so executed and delivered by properly authorized persons, (b) the genuineness of all signatures and the legal capacity of all natural persons, (c) that the 2010 Pooling and Servicing Agreement and the Series 2007-CC Series Supplement constitute legally valid and binding obligations of the Trustee, enforceable against it in accordance with their respective terms;

D. Each of the Pooling and Servicing Agreement and the Series Supplement with respect to the Certificate that is executed and delivered will be in substantially the form we have examined; and

E. There are no other agreements or understandings, whether oral or written, among any or all of the parties that would alter the agreements set forth in the Transaction Documents.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Certificate is validly issued, fully paid and nonassessable, enforceable in accordance with its terms and entitled to the benefits of the 2010 Pooling and Servicing Agreement and the Series 2007-CC Series Supplement, and that it will continue to be enforceable in accordance with its terms upon execution of the Pooling and Servicing Agreement and the Series Supplement.

Our opinion set forth above is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and by the discretion of the court before which any proceeding therefore may be brought.

MAYER BROWN LLP

Discover Funding LLC

Discover Card Master Trust I

Page 3

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name therein without admitting we are “experts” within the meaning of the Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement or this exhibit.

Very truly yours,

/s/ Mayer Brown LLP

MAYER BROWN LLP

EX-8.1

Exhibit 8.1

	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, Illinois 60606-4637
September 9, 2015
	Main Tel (312) 782-0600
	Main Fax (312) 701-7711
Discover Funding LLC	www.mayerbrown.com
12 Read’s Way
New Castle, Delaware 19720

Re: Discover Card Execution Note Trust, DiscoverSeries Notes; Registration Statement on Form SF-3

We have acted as special tax counsel for Discover Funding LLC, a Delaware limited liability company (“Discover Funding”), and Discover Card Execution Note Trust (the “Note Issuance Trust”), in connection with the above captioned registration statement, together with the exhibits and any amendments thereto (the “Registration Statement”) and a representative form of prospectus (the “Prospectus”) filed by Discover Funding with the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1933, as amended (the “Act”), registering asset-backed notes secured by a beneficial interest in a pool of receivables arising under certain revolving credit card accounts (the “Notes”). The Notes will be issued pursuant to an Indenture, Indenture Supplement and Terms Document, in each case substantially in the form of Exhibits 4.11, 4.12, and 4.13, to the Registration Statement. You have requested our opinion as special tax counsel concerning the statements in the Prospectus under the captions and “Prospectus Summary—Tax Treatment” and “U.S. Federal Income Tax Considerations.” Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Prospectus.

Our opinion is based on our examination of (i) the Prospectus, (ii) the form of Indenture, the form of Indenture Supplement, the form of Pooling and Servicing Agreement and the form of Terms Document filed with the Registration Statement on the date hereof and (iii) such other documents, instruments and information as we considered necessary.

Our opinion is also based on (i) the assumption that neither U.S. Bank National Association, as the indenture trustee nor any affiliate thereof will become either the servicer or the delegee of the servicer; (ii) the assumption that all agreements relating to the creation of the Note Issuance Trust and the issuance and sale of the Notes will remain in full force and effect; (iii) the assumption that all agreements and documents required to be executed and delivered in connection with the issuance and sale of the Notes will be so executed and delivered by properly authorized persons in substantial conformity with the drafts thereof as described in the Prospectus, and the transactions contemplated to occur under such agreements and documents in fact occur in accordance with the terms thereof; and (iv) currently applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and

Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia

and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

Mayer Brown LLP

Page 2

existing judicial decisions. This opinion is subject to the explanations and qualifications set forth under the captions “Prospectus Summary—Tax Treatment” and “U.S. Federal Income Tax Considerations” in the Prospectus. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein.

While the tax description does not purport to discuss all possible federal income tax ramifications of the purchase, ownership and disposition of the Notes, particularly to U.S. purchasers subject to special rules under the Internal Revenue Code of 1986, as amended, based on the foregoing, as of the date hereof, we hereby adopt and confirm the statements set forth under the captions “Prospectus Summary—Tax Treatment” and “U.S. Federal Income Tax Consequences” in the Prospectus, which discuss the federal income tax consequences of the purchase, ownership and disposition of the Notes. There can be no assurance, however, that the tax conclusions presented therein will not be successfully challenged by the IRS, or significantly altered by new legislation, changes in IRS positions or judicial decisions, any of which challenges or alterations may be applied retroactively with respect to completed transactions.

Our opinion set forth above is based upon the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, current administrative rulings, judicial decisions and other applicable authorities, all as in effect on the date of such opinion. All of the foregoing authorities are subject to change or new interpretation, both prospectively and retroactively, and such changes or interpretation, as well as the changes in the facts as they have been represented to us or assumed by us, could affect our opinion. Our opinion does not foreclose the possibility of a contrary determination by the Internal Revenue Service (the “IRS”) or by a court of competent jurisdiction, or of a contrary position by the IRS or Treasury Department in regulations or rulings issued in the future.

Mayer Brown LLP

Page 3

We hereby consent to the use of our name therein and to the filing of this letter as part of the Registration Statement, and to the references to this firm under the caption “U.S. Federal Income Tax Considerations” in the Prospectus, without admitting we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement.

Very truly yours,

/s/ Mayer Brown LLP

MAYER BROWN LLP

REN/SDG

EX-10.3

EXHIBIT 10.3

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

DISCOVER CARD EXECUTION NOTE TRUST,

as Issuer

DISCOVER BANK,

as Master Servicer and Servicer

and

[                    ],

as Asset Representations Reviewer

Dated as of [            ], 20[    ]

TABLE OF CONTENTS

		Page
ARTICLE I          USAGE AND DEFINITIONS			1
Section 1.1.	Usage and Definitions		1
Section 1.2.	Additional Definitions		1
ARTICLE II         ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER			3
Section 2.1.	Engagement; Acceptance		3
Section 2.2.	Confirmation of Status		3
ARTICLE III       ASSET REPRESENTATIONS REVIEW PROCESS			3
Section 3.1.	Review Notices		3
Section 3.2.	Identification of Subject Receivables		3
Section 3.3.	Review Materials		3
Section 3.4.	Performance of Reviews		4
Section 3.5.	Review Reports		4
Section 3.6.	Review Representatives		5
Section 3.7.	Dispute Resolution		5
Section 3.8.	Limitations on Review Obligations		5
ARTICLE IV       ASSET REPRESENTATIONS REVIEWER			6
Section 4.1.	Representations and Warranties		6
Section 4.2.	Covenants		7
Section 4.3.	Fees and Expenses		8
Section 4.4.	Limitation on Liability		8
Section 4.5.	Indemnification by Asset Representations Reviewer		8
Section 4.6.	Indemnification of Asset Representations Reviewer		8
Section 4.7.	Inspections of Asset Representations Reviewer		9
Section 4.8.	Delegation of Obligations		10
Section 4.9.	Confidential Information		10
Section 4.10.	Personally Identifiable Information		11
ARTICLE V         RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRESENTATIONS REVIEWER			13
Section 5.1.	Eligibility Requirements for Asset Representations Reviewer		13
Section 5.2.	Resignation and Removal of Asset Representations Reviewer		13
Section 5.3.	Successor Asset Representations Reviewer		14
Section 5.4.	Merger, Consolidation or Succession		14
ARTICLE VI       OTHER AGREEMENTS			14
Section 6.1.	Independence of Asset Representations Reviewer		14
Section 6.2.	No Petition		15
Section 6.3.	Limitation of Liability of Owner Trustee		15
Section 6.4.	Termination of Agreement		15

i

TABLE OF CONTENTS

(continued)

		Page
ARTICLE VII     MISCELLANEOUS PROVISIONS			15
Section 7.1.	Amendments		15
Section 7.2.	Assignment; Benefit of Agreement; Third Party Beneficiaries		16
Section 7.3.	Notices		16
Section 7.4.	GOVERNING LAW		16
Section 7.5.	Submission to Jurisdiction		17
Section 7.6.	WAIVER OF JURY TRIAL		17
Section 7.7.	No Waiver; Remedies		17
Section 7.8.	Severability		17
Section 7.9.	Headings		17
Section 7.10.	Counterparts		17
Schedule A — Representations and Warranties, Review Materials and Tests

ii

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [            ], 20[    ] (this “Agreement”), among DISCOVER CARD EXECUTION NOTE TRUST (the “Issuer”), a Delaware statutory trust, as Issuer, DISCOVER BANK, a Delaware banking corporation, as Master Servicer and Servicer, and [                    ] (the “Asset Representations Reviewer”), a [                    ], as Asset Representations Reviewer.

BACKGROUND

In connection with that certain credit card securitization program sponsored by Discover Bank, Discover Bank transferred Receivables arising in the Accounts to Discover Funding LLC. Discover Funding LLC (“Discover Funding” transferred those Receivables to Discover Card Master Trust I in exchange for a collateral certificate representing a 100% beneficial interest in those Receivables (the “2007-CC Collateral Certificate”). Discover Funding LLC transferred the 2007-CC Collateral Certificate to the Issuer.

The Issuer has granted a security interest in the 2007-CC Collateral Certificate to U.S. Bank, N.A., as indenture trustee (the “Indenture Trustee”), for the benefit of the Secured Parties, as security for the Notes issued by the Issuer under the Indenture.

The Issuer has determined to engage the Asset Representations Reviewer to perform reviews of compliance of Discover Bank and Discover Funding with respect to the representations and warranties made by Discover Bank and Discover Funding LLC with respect to certain Receivables.

The parties agree as follows.

ARTICLE I

USAGE AND DEFINITIONS

Section 1.1. Usage and Definitions. Capitalized terms used but not defined in this Agreement shall have the meaning (if any) specified in the Pooling and Servicing Agreement (including any supplement thereto) and, if not otherwise defined therein, shall have the meaning specified in the Indenture (including any supplement thereto).

Section 1.2. Additional Definitions. The following terms have the meanings given below:

“Asset Representations Review” means the performance by the Asset Representations Reviewer of the testing procedures for each Test and each Subject Receivable according to Section 3.4.

“Confidential Information” has the meaning stated in Section 4.9(b).

“Depositor” means Discover Funding LLC.

“Information Recipients” has the meaning stated in Section 4.9(a).

“Indemnified Parties” has the meaning stated in Section 4.6(a).

“Indenture” means that certain Amended and Restated Indenture, dated as of [            ], 20[    ], by and between the Issuer and the Indenture Trustee, as such agreement may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

“Issuer PII” has the meaning stated in Section 4.10(a).

“Note” has the meaning given to such term in the Indenture.

“Personally Identifiable Information” or “PII” has the meaning stated in Section 4.10(a).

“Pooling and Servicing Agreement” means the Third Amended and Restated Pooling and Servicing Agreement, dated as of [            ], 20[    ], among Discover Bank, as Master Servicer and Servicer, the Depositor, and U.S. Bank, N.A., as Trustee, as such agreement may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

“Rating Agency Condition” has the meaning given to such term in the Indenture.

“Review Fee” has the meaning stated in Section 4.3(b).

“Review Materials” means, for an Asset Representations Review and a Subject Receivable, the documents and other materials for each Test listed under “Review Materials” in Schedule A or any additional documents or other materials that the Asset Representations Reviewer may reasonably request.

“Review Report” means, for an Asset Representations Review, the report of the Asset Representations Reviewer prepared according to Section 3.5.

“Review Satisfaction Date” means the date on which the Holders have voted to cause the Asset Representations Reviewer to conduct an Asset Representations Review pursuant to Section 715 of the Indenture.

“Subject Receivables” means, for any Asset Representations Review, all Receivables which are 60-Day Delinquent Receivables as of the last day of the calendar month prior to the related Review Satisfaction Date; provided that, any Receivable which becomes a repurchased Receivable after the Review Satisfaction Date will no longer be a Subject Receivable.

“Test” has the meaning stated in Section 3.4(a).

“Test Complete” has the meaning stated in Section 3.4(c).

“Test Fail” has the meaning stated in Section 3.4(a).

“Test Pass” has the meaning stated in Section 3.4(a).

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ARTICLE II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

Section 2.1. Engagement; Acceptance. The Issuer engages [                    ] to act as the Asset Representations Reviewer for the Issuer. [                    ] accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms in this Agreement.

Section 2.2. Confirmation of Status. The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Receivables for compliance with the representations and warranties under the Transaction Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Transaction Documents.

ARTICLE III

ASSET REPRESENTATIONS REVIEW PROCESS

Section 3.1. Review Notices. On receipt of a Review Notice from the Master Servicer according to Section 715 of the Indenture, the Asset Representations Reviewer will start an Asset Representations Review. The Asset Representation Reviewer will have no obligation to start an Asset Representations Review until a Review Notice is received.

Section 3.2. Identification of Subject Receivables. Within [    ] Business Days after receipt of a Review Notice, the Master Servicer will deliver to the Asset Representations Reviewer and the Indenture Trustee a list of the Accounts related to the Subject Receivables.

Section 3.3. Review Materials.

(a) Access to Review Materials. The Servicer will give the Asset Representations Reviewer access to the Review Materials for all of the Subject Receivables within [    ] Business Days after receipt of the Review Notice in one or more of the following ways: (i) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access, (ii) by providing originals or photocopies of documents relating to the Receivables at one of the properties of the Servicer or (iii) in another manner agreed by the Servicer and the Asset Representations Reviewer. The Servicer shall redact or remove Personally Identifiable Information from the Review Materials without changing the meaning or usefulness of the Review Materials for the Asset Representations Review.

(b) Missing or Insufficient Review Materials. If any of the Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than [    ] Business Days before completing the Asset Representations Review, and the Servicer will have [    ] Business Days to give the Asset Representations Reviewer access to such missing Review Materials or other documents or information to correct the insufficiency. If the missing or insufficient Review Materials have not been provided by the Servicer within [    ] Business Days, the parties agree that each Subject Receivable subject to the applicable Test(s) will have a Test Fail for the related Test(s) and the Test(s) will be considered completed and the Review Report will indicate the reason for the Test Fail.

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Section 3.4. Performance of Reviews.

(a) Test Procedures. For an Asset Representations Review, the Asset Representations Reviewer will perform for the Subject Receivables the procedures listed under “Tests” in Schedule A for each representation and warranty (each, a “Test”), using the Review Materials listed for each such Test in Schedule A. For each Test, the Asset Representations Reviewer will determine in its reasonable judgment if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”). The Asset Representations Reviewer will use such determination for all Subject Receivables that are subject to the same Test.

(b) Review Period. The Asset Representations Reviewer will complete the Review of all of the Subject Receivables within [    ] Business Days after the Review Satisfaction Date. However, if additional Review Materials are provided to the Asset Representations Reviewer under Section 3.3(b), the Asset Representations Review period will be extended for an additional [    ] Business Days.

(c) Completion of Asset Representations Review for Certain Subject Receivables. Following the delivery of the list of the Subject Receivables and before the delivery of the Review Report by the Asset Representations Reviewer, the Master Servicer may notify the Asset Representations Reviewer if a Subject Receivable is paid in full by the Obligor or purchased by Discover Bank or the Depositor according to the Pooling and Servicing Agreement. On receipt of notice, the Asset Representations Review of such Receivables will be considered complete (a “Test Complete”). In this case, the Review Report will indicate a Test Complete for such Receivables and the related reason.

(d) Previously Reviewed Receivable. If any Test was performed in a prior Asset Representations Review, the Asset Representations Reviewer will not perform such Test again, but will include the results of such previous Tests in the Review Report for the current Asset Representations Review.

(e) Termination of Asset Representations Review. If an Asset Representations Review is in process and all Outstanding Notes of the Issuer will be paid in full on the next Distribution Date, the Master Servicer will notify the Asset Representations Reviewer and the Indenture Trustee no less than ten days before that Payment Date. On receipt of notice, the Asset Representations Reviewer will terminate the Asset Representations Review immediately and will have no obligation to deliver a Review Report.

Section 3.5. Review Reports. Within [    ] Business Days after the end of the Asset Representations Review period under Section 3.4(b), the Asset Representations Reviewer will deliver to the Issuer, the Master Servicer, the Depositor and the Indenture Trustee a Review Report indicating for the Subject Receivables whether there was a Test Pass or a Test Fail for each Test, or whether the Subject Receivables were assigned a Test Complete and the related reason. The Review Report will contain a summary of the Asset Representations Review results, which may (in whole or in part) be included in the Issuer’s Form 10-D report for the Due Period in which the Review Report is received. The Asset Representations Reviewer will ensure that the Review Report does not contain any Issuer PII.

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Section 3.6. Review Representatives.

(a) Master Servicer Representative. The Master Servicer will designate one or more representatives who will be available to assist the Asset Representations Reviewer in performing the Asset Representations Review, including responding to requests and answering questions from the Asset Representations Reviewer about access to Review Materials on the Master Servicer’s systems, obtaining missing or insufficient Review Materials and/or providing clarification of any Review Materials or Tests.

(b) Servicer Representative. The Servicer will designate one or more representatives who will be available to assist the Asset Representations Reviewer in performing the Asset Representations Review, including responding to requests and answering questions from the Asset Representations Reviewer about access to Review Materials on the Servicer’s systems, obtaining missing or insufficient Review Materials and/or providing clarification of any Review Materials or Tests. The representatives designated by the Servicer pursuant to this Section 3.6(b) may be the same individuals designated as representatives of the Master Servicer pursuant to Section 3.6(a).

(c) Asset Representations Reviewer Representative. The Asset Representations Reviewer will designate one or more representatives who will be available to the Issuer, the Master Servicer, the Servicer, the Depositor and the Indenture Trustee during the performance of an Asset Representations Review.

(d) Questions About Review. The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions or requests for clarification of any Review Report from the Issuer, the Indenture Trustee, the Depositor, the Master Servicer or the Servicer until the earlier of (i) the payment in full of all of the Outstanding Notes of the Issuer and (ii) one year after the delivery of the Review Report. The Asset Representations Reviewer will have no obligation to respond to questions or requests for clarification from Noteholders or any other Person and will direct such Persons to submit written questions or requests to the Indenture Trustee.

Section 3.7. Dispute Resolution. The Asset Representations Reviewer agrees and acknowledges that any Review Report may be used by the Issuer, the Depositor, the Servicer or the Master Servicer in any dispute resolution proceeding. No additional fees or reimbursement of expenses shall be paid to the Asset Representations Reviewer regarding such use of any Review Report.

Section 3.8. Limitations on Review Obligations.

(a) Review Process Limitations. The Asset Representations Reviewer will have no obligation:

(i) to determine whether a Delinquency Trigger has occurred or whether the required percentage of Noteholders has voted to direct a Review under the Indenture, and may rely on the information in any Review Notice delivered to the Asset Representations Reviewer;

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(ii) to determine which Receivables are subject to an Asset Representations Review, and may rely on the lists of Subject Receivables provided by the Master Servicer;

(iii) to obtain or confirm the validity of the Review Materials;

(iv) to obtain missing or insufficient Review Materials from any party or any other source;

(v) to take any action or cause any other party to take any action under the Receivables Sale and Contribution Agreement or the Pooling and Servicing Agreement or otherwise to enforce any remedies against Discover Bank or the Depositor, as applicable, for breaches of representations or warranties about the Subject Receivables; or

(vi) to determine the reason for the delinquency of any Receivable, the creditworthiness of any Obligor, the overall quality of any Receivable or the compliance by the Master Servicer or the Servicer with its covenants with respect to the servicing of the Receivable.

(b) No Testing Procedure Limitations. In addition to performing the testing procedures listed under “Tests” in Schedule A, the Asset Representations Reviewer may perform additional procedures on the Subject Receivables or request additional information about the Subject Receivables that it determines in good faith to be material to the Asset Representations Review.

ARTICLE IV

ASSET REPRESENTATIONS REVIEWER

Section 4.1. Representations and Warranties. The Asset Representations Reviewer represents and warrants to the Issuer as of the Closing Date:

(a) Organization and Qualification. The Asset Representations Reviewer is duly organized and validly existing as a [            ] in good standing under the laws of [            ]. The Asset Representations Reviewer is qualified as a foreign [            ] in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(b) Power, Authority and Enforceability. The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

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(c) No Conflicts and No Violation. The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (A) conflict with, or be a breach or default under, any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Asset Representations Reviewer is a debtor or guarantor, (B) result in the creation or imposition of any Lien on any of the properties or assets of the Asset Representations Reviewer under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument, (C) violate the organizational documents of the Asset Representations Reviewer or (D) violate any law or, to the Asset Representations Reviewer’s knowledge, any order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(d) No Proceedings. To the Asset Representations Reviewer’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties (A) asserting the invalidity of this Agreement, (B) seeking to prevent the completion of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

(e) Eligibility. The Asset Representations Reviewer meets the eligibility requirements in Section 5.1.

Section 4.2. Covenants. The Asset Representations Reviewer covenants and agrees that:

(a) Eligibility. It will notify the Issuer, the Depositor and the Master Servicer promptly if it no longer meets the eligibility requirements in Section 5.1.

(b) Review Systems; Personnel. It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Subject Receivable and the related Review Materials to be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Asset Representations Reviews as required by this Agreement.

(c) Maintenance of Review Materials. It will maintain copies of any Review Materials, Review Reports and other documents relating to an Asset Representations Review, including internal correspondence and work papers, for a period of two years after the termination of this Agreement, after such time all such documents shall be destroyed.

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Section 4.3. Fees and Expenses.

(a) [Monthly][Annual] Fee. Discover Bank will pay the Asset Representations Reviewer, as compensation for agreeing to act as the Asset Representations Reviewer under this Agreement, [a monthly][an annual] fee of $[        ]. The [monthly][annual] fee will be paid as agreed in this Section 4.3(a) by Discover Bank until this Agreement is terminated.

(b) Review Fee. Following the completion of an Asset Representations Review and the delivery to Discover Bank, the Depositor and the Indenture Trustee of the Review Report, or the termination of an Asset Representations Review according to Section 3.4(e), and the delivery to the Master Servicer of a detailed invoice, the Asset Representations Reviewer will be entitled to a fee of [$[●] for each Account containing a Subject Receivable][$[●] per hour][insert any other rate agreed upon by the Asset Representations Reviewer and Discover Bank] (the “Review Fee”). However, no Review Fee will be charged for any Tests that were performed in a prior Asset Representations Review or for any Asset Representations Review in which no Tests were completed prior to the Asset Representations Reviewer being notified of a termination of the Asset Representations Review according to Section 3.4(e). Discover Bank will pay the Review Fee to the Asset Representations Reviewer according to the terms of the detailed invoice from the Asset Representations Reviewer.

(c) Reimbursement of Travel Expenses. If the Master Servicer or the Servicer provides access to the Review Materials at one of its properties, Discover Bank will reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Asset Representations Review upon receipt of a detailed invoice.

Section 4.4. Limitation on Liability. The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment. However, the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement. In no event will the Asset Representations Reviewer be liable for special, indirect or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.

Section 4.5. Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Depositor, the Master Servicer, the Servicer, the Owner Trustee, the Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all costs, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Section 4.6. Indemnification of Asset Representations Reviewer.

(a) Indemnification. Discover Bank will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “Indemnified Person”), for all costs, expenses, losses, damages and liabilities resulting from the performance of its

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obligations under this Agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement.

(b) Proceedings. Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a), notify Discover Bank of the Proceeding. Discover Bank may participate in and assume the defense and settlement of a Proceeding at its expense. If Discover Bank notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as Discover Bank assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, Discover Bank will not be liable for legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of Discover Bank and an Indemnified Person. If there is a conflict, Discover Bank will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding may be made without the approval of Discover Bank and the Indemnified Person, which approval will not be unreasonably withheld.

(c) Survival of Obligations. The Discover Bank’s obligations under this Section 4.6 will survive the resignation or removal of the Asset Representations Reviewer and the termination of this Agreement.

(d) Repayment. If Discover Bank makes any payment under this Section 4.6 and the Indemnified Person later collects any of the amounts for which the payments were made to it from others, the Indemnified Person will promptly repay the amounts to the Discover Bank.

Section 4.7. Inspections of Asset Representations Reviewer. The Asset Representations Reviewer agrees that, with reasonable prior notice not more than once during any year, it will permit authorized representatives of the Issuer, the Master Servicer, the Servicer or the Depositor, during the Asset Representations Reviewer’s normal business hours, to examine and review the books of account, records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer’s obligations under this Agreement, (b) payments of fees and expenses of the Asset Representations Reviewer for its performance and (c) a claim made by the Asset Representations Reviewer under this Agreement. In addition, the Asset Representations Reviewer will permit the Issuer’s, the Master Servicer’s, the Servicer’s or the Depositor’s representatives to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer’s officers and employees. Each of the Issuer, the Master Servicer, the Servicer and the Depositor will, and will cause its authorized representatives to, hold in confidence the information except if disclosure may be required by law or if the Issuer, the Master Servicer, the Servicer or the Depositor reasonably determines that it is required to make the disclosure under this Agreement or the other Transaction Documents. The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and materials for a period of at least two years after the termination of its obligations under this Agreement.

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Section 4.8. Delegation of Obligations. The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the parties to this Agreement, which may be withheld in such party’s sole discretion.

Section 4.9. Confidential Information.

(a) Treatment. The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence and under the terms and conditions of this Section 4.9, and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information. The Confidential Information will not, without the prior consent of the Issuer, the Master Servicer and the Servicer, be disclosed or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including legal counsel (collectively, the “Information Recipients”) other than for the purposes of performing Asset Representations Reviews of Subject Receivables or performing its obligations under this Agreement. The Asset Representations Reviewer agrees that it will not, and will cause its Affiliates to not (i) purchase or sell securities issued by Discover Bank or the Issuer or their Affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications or similar communications.

(b) Definition. “Confidential Information” means oral, written and electronic materials (irrespective of its source or form of communication) furnished before, on or after the date of this Agreement to the Asset Representations Reviewer for the purposes contemplated by this Agreement, including:

(i) lists of Subject Receivables and any related Review Materials;

(ii) origination and servicing guidelines, policies and procedures, and form contracts; and

(iii) notes, analyses, compilations, studies or other documents or records prepared by the Master Servicer or the Servicer, which contain information supplied by or on behalf of the Master Servicer, the Servicer or their respective representatives.

However, Confidential Information will not include information that (A) is or becomes generally available to the public other than as a result of disclosure by the Information Recipients, (B) was available to, or becomes available to, the Information Recipients on a non-confidential basis from a Person or entity other than the Issuer, the Master Servicer or the Servicer before its disclosure to the Information Recipients who, to the knowledge of the Information Recipient is not bound by a confidentiality agreement with the Issuer, the Master Servicer or the Servicer and is not prohibited from transmitting the information to the Information Recipients, (C) is independently developed by the Information Recipients without the use of the Confidential Information, as shown by the Information Recipients’ files and records or other evidence in the Information Recipients’ possession or (D) the Issuer, the Master Servicer or the Servicer provides permission to the applicable Information Recipients to release.

(c) Protection. The Asset Representations Reviewer will use best efforts to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information, including

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those measures that it takes to protect its own confidential information. The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional requirements in Section 4.10.

(d) Disclosure. If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information. However, before a required disclosure, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, will use its best efforts to provide the Issuer, the Master Servicer and the Servicer with notice of the requirement and will cooperate, at Discover Bank’s expense, in the Issuer’s, the Master Servicer’s and the Servicer’s pursuit of a proper protective order or other relief for the disclosure of the Confidential Information. If the Issuer, the Master Servicer or the Servicer is unable to obtain a protective order or other proper remedy by the date that the information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose.

(e) Responsibility for Information Recipients. The Asset Representations Reviewer will be responsible for a breach of this Section 4.9 by its Information Recipients.

(f) Violation. The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Issuer, the Master Servicer or the Servicer and each of the Issuer, the Master Servicer and the Servicer may seek injunctive relief in addition to legal remedies. If an action is initiated by the Issuer, the Master Servicer or the Servicer to enforce this Section 4.9, the prevailing party will be entitled to reimbursement of costs and expenses, including reasonable attorney’s fees, incurred by it for the enforcement.

Section 4.10. Personally Identifiable Information.

(a) Definitions. “Personally Identifiable Information” or “PII” means information in any format about an identifiable individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual. “Issuer PII” means PII furnished by the Issuer, the Master Servicer, the Servicer or their Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.

(b) Use of Issuer PII. The Issuer does not grant the Asset Representations Reviewer any rights to Issuer PII. None of the Issuer, the Master Servicer or the Servicer intend to share, provide or supply any Issuer PII to the Asset Representations Reviewer. However, if the Asset Representations Reviewer receives any Issuer PII, the Asset Representations Reviewer will immediately (i) notify the Master Servicer and (ii) indefeasibly delete and destroy such Issuer PII. Notwithstanding the foregoing, the Asset Representations Reviewer must comply with all laws applicable to PII, Issuer PII and the Asset Representations Reviewer’s business, including any legally required codes of conduct, including those relating to privacy, security and data protection. The Asset Representations Reviewer will implement and maintain reasonable and

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appropriate practices, procedures and systems, including administrative, technical and physical safeguards to (i) protect the security, confidentiality and integrity of Issuer PII, (ii) ensure against anticipated threats or hazards to the security or integrity of Issuer PII, (iii) protect against unauthorized access to or use of Issuer PII and (iv) otherwise comply with its obligations under this Agreement. These safeguards include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection and data transmission protection) and physical security measures.

(c) Additional Limitations. In addition to the use and protection requirements described in Section 4.10(b), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements:

(i) The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII. The Asset Representations Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel who may access Issuer PII on the proper deletion of and protection of Issuer PII.

(ii) The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the prior consent of the Issuer.

(d) Notice of Breach. The Asset Representations Reviewer will notify the Issuer and the Master Servicer promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Issuer PII, if any, and, where applicable, immediately take action to prevent any further breach.

(e) Disposal of Issuer PII. Except where return or disposal is prohibited by applicable law, promptly on receipt of, any Issuer PII in any medium the Asset Representations Reviewer will destroy such Issuer PII in a manner that prevents its recovery or restoration without charge to the Issuer.

(f) Compliance; Modification. The Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset Representations Reviewer’s compliance with this Section 4.10. The Asset Representations Reviewer and the Issuer agree to modify this Section 4.10 as necessary from time to time for either party to comply with applicable law.

(g) Audit of Asset Representations Reviewer. The Asset Representations Reviewer will permit the Issuer and the Master Servicer and their authorized representatives to audit the Asset Representations Reviewer’s compliance with this Section 4.10 during the Asset Representations Reviewer’s normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances necessitate additional audits. Each of the Issuer and the Master Servicer agrees to make reasonable efforts to schedule any audit described in this Section 4.10 with the inspections described in Section 4.7. The Asset Representations Reviewer will also permit each of the Issuer and the Master Servicer during normal business hours on reasonable advance written notice to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer’s obligations under this Agreement.

(h) Affiliates and Third Parties. If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing an Asset Representations Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.10, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party will be entitled to enforce the PII related terms of this Section 4.10 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

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ARTICLE V

RESIGNATION AND REMOVAL;

SUCCESSOR ASSET REPRESENTATIONS REVIEWER

Section 5.1. Eligibility Requirements for Asset Representations Reviewer. The Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Depositor, the Master Servicer, the Servicer, the Indenture Trustee, the Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not Affiliated with a Person that was, engaged by the Sponsor or any Underwriter to perform any due diligence on the Receivables.

Section 5.2. Resignation and Removal of Asset Representations Reviewer.

(a) No Resignation of Asset Representations Reviewer. The Asset Representations Reviewer will not resign as Asset Representations Reviewer unless (a) the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1 or (b) upon determination that the performance of its duties under this Agreement is no longer permissible under applicable law. The Asset Representations Reviewer will deliver a notice of its resignation to the Issuer and the Master Servicer, together with an Opinion of Counsel supporting its determination.

(b) Removal of Asset Representations Reviewer. If any of the following events occur, Discover Bank, by notice to the Asset Representations Reviewer, may remove the Asset Representations Reviewer and terminate its rights and obligations under this Agreement:

(i) the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1;

(ii) the Asset Representations Reviewer breaches any of its representations, warranties, covenants or obligations in this Agreement; or

(iii) an Insolvency Event of the Asset Representations Reviewer occurs.

(c) Notice of Resignation or Removal. Discover Bank will notify the Issuer, the Depositor and the Indenture Trustee of any resignation or removal of the Asset Representations Reviewer.

(d) Continue to Perform After Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective, and the Asset Representations Reviewer will continue to perform its obligations under this Agreement, until a successor Asset Representations Reviewer has accepted its engagement according to Section 5.3(b).

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Section 5.3. Successor Asset Representations Reviewer.

(a) Engagement of Successor Asset Representations Reviewer. Following the resignation or removal of the Asset Representations Reviewer, the Master Servicer will engage a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.1.

(b) Effectiveness of Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective until the successor Asset Representations Reviewer has executed and delivered to the Issuer and the Master Servicer an agreement accepting its engagement and agreeing to perform the obligations of the Asset Representations Reviewer under this Agreement or entering into a new agreement with the Issuer on substantially the same terms as this Agreement.

(c) Transition and Expenses. If the Asset Representations Review resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer. The Asset Representations Reviewer will pay the reasonable expenses of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer, the Master Servicer or the successor Asset Representations Reviewer.

Section 5.4. Merger, Consolidation or Succession. Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the business of the Asset Representations Reviewer, if that Person meets the eligibility requirements in Section 5.1, will be the successor to the Asset Representations Reviewer under this Agreement. Such Person will execute and deliver to the Issuer and the Master Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law).

ARTICLE VI

OTHER AGREEMENTS

Section 6.1. Independence of Asset Representations Reviewer. The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuer, the Depositor, the Master Servicer, the Servicer, the Trustee, the Owner Trustee or the Indenture Trustee for the manner in which it accomplishes the performance of its obligations under this Agreement. Unless authorized by the Issuer, the Owner Trustee or the Indenture Trustee, the Asset Representations Reviewer will have no authority to act for or represent the Issuer and will not be considered an agent of the Issuer, the Depositor, the Master Servicer, the Servicer, the Trustee, the Owner Trustee or the Indenture Trustee. Nothing in this Agreement will make the Asset Representations Reviewer and any of the Issuer, the Owner Trustee or the Indenture Trustee members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

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Section 6.2. No Petition. Each of the parties, by entering into this Agreement, agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against (i) the Depositor, (ii) the Issuer or (iii) any Master Trust, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law. This Section 6.2 will survive the termination of this Agreement.

Section 6.3. Limitation of Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (i) this Agreement 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 Agreement or any related documents.

Section 6.4. Termination of Agreement. This Agreement will terminate, except for the obligations under Section 4.6 or as otherwise stated in this Agreement, on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (b) the date the Issuer is terminated under the Trust Agreement.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1. Amendments.

(a) This Agreement only can be modified in a written document executed by the parties hereto. Notwithstanding anything to the contrary in this Agreement, so long as any Note is outstanding, this Agreement may not be modified, altered, supplemented or amended unless (a) such amendment shall not, as evidenced by an opinion of counsel or officer’s certificate, materially and adversely affect the interests of the holders of any outstanding Note or (b) the Rating Agency Condition is satisfied with respect to such amendment except: (i) to clarify an ambiguity, correct an error or correct or supplement any term of this Agreement that may be defective or inconsistent with the other terms of this Agreement or to provide for, or facilitate the acceptance of this Agreement by, a successor Asset Representations Reviewer or (ii) to convert or supplement any provision in a manner consistent with the intent of this Agreement.

(b) Notice of Amendments. The Master Servicer will notify the Rating Agencies in advance of any amendment. Promptly after the execution of an amendment, the Master Servicer will deliver a copy of the amendment to the Rating Agencies.

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Section 7.2. Assignment; Benefit of Agreement; Third Party Beneficiaries.

(a) Assignment. Except as stated in Section 5.4, this Agreement may not be assigned by the Asset Representations Reviewer without the consent of the Issuer and the Master Servicer.

(b) Benefit of Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns. The Indenture Trustee, for the benefit of the Noteholders, will be a third-party beneficiary of this Agreement entitled to enforce this Agreement against the Asset Representations Reviewer and the Master Servicer. No other Person will have any right or obligation under this Agreement.

Section 7.3. Notices.

(a) Delivery of Notices. All notices, requests, demands, consents, waivers or other communications to or from the parties must be in writing and will be considered given:

(i) on delivery or, for a letter mailed by registered first class mail, postage prepaid, three days after deposit in the mail;

(ii) for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(iii) for an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv) for an electronic posting to a password-protected website to which the recipient has access, on delivery (without the requirement of confirmation of receipt) of an email to that recipient stating that the electronic posting has occurred.

(b) Notice Addresses. Any notice, request, demand, consent, waiver or other communication will be delivered or addressed to (i) (a) in the case of the Issuer, 12 Read’s Way, New Castle, Delaware 19720, Attention: Secretary, telecopy (302) 323-7393 and email as separately provided by the Issuer to the other parties to this Agreement, (b) in the case of Discover Bank, 12 Read’s Way, New Castle, Delaware 19720, Attention: Secretary, telecopy (302) 323-7393 and email as separately provided by Discover Bank to the other parties to this Agreement and (c) in the case of the Asset Representation Reviewer, [                    ], telecopy [                    ] and email as separately provided by the Asset Representations Reviewer to the other parties to this Agreement; or, (ii) as to each party, at such other address or email as shall be designated by such party in a written notice to each other party.

Section 7.4. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

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Section 7.5. Submission to Jurisdiction. Each party submits to the nonexclusive jurisdiction of any federal or state court in the state of Delaware for legal proceedings relating to this Agreement. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding has been brought in an inconvenient forum.

Section 7.6. WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDING RELATING TO THIS AGREEMENT.

Section 7.7. No Waiver; Remedies. No party’s failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver. No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy. The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under law.

Section 7.8. Severability. If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.

Section 7.9. Headings. The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 7.10. Counterparts. This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one document.

[Remainder of Page Left Blank]

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EXECUTED BY:

DISCOVER CARD EXECUTION NOTE TRUST,
as Issuer
By: Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:
DISCOVER BANK,
as Master Servicer and Servicer
By:
	Name:
	Title:
[                    ],
as Asset Representations Reviewer
By:
	Name:
	Title:

[Signature Page to Asset Representations Review Agreement]

Schedule A

Representations and Warranties, Review Materials and Tests

Representations and Warranty Review Materials Tests

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Edwin J. Janis

U.S. Bank National Association

190 South LaSalle Street

Chicago, Illinois 60603

(312) 332-7456

(Name, address and telephone number of agent for service)

DISCOVER CARD EXECUTION NOTE TRUST

(Issuer with respect to the Notes)

DISCOVER CARD MASTER TRUST I

(Issuing entity in respect of the Series 2007-CC Collateral Certificate)

Delaware	51-0020270
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

12 Read’s Way New Castle, Delaware	19720
(Address of Principal Executive Offices)	(Zip Code)

DiscoverSeries Notes

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of June 30, 2015 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinois on the 8th of September, 2015.

By:	/s/ Edwin J. Janis
	Edwin J. Janis
	Vice President

3

Exhibit 2

	Office of the Comptroller of the Currency
		Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

	IN TESTIMONY WHEREOF, today, July 3, 2015, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	Comptroller of the Currency

4

Exhibit 3

	Office of the Comptroller of the Currency
		Washington, DC 20219

CERTIFICATION OF FIDUCIARY POWERS

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

	IN TESTIMONY WHEREOF, today, July 3, 2015, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	Comptroller of the Currency

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: September 8, 2015

By:	/s/ Edwin J. Janis
	Edwin J. Janis
	Vice President

6

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2015

($000’s)

	6/30/2015
Assets
Cash and Balances Due From Depository Institutions	$	17,896,807
Securities		102,874,924
Federal Funds		53,692
Loans & Lease Financing Receivables		252,013,047
Fixed Assets		4,310,148
Intangible Assets		13,076,832
Other Assets		23,776,797
Total Assets	$	414,002,247
Liabilities
Deposits	$	307,828,983
Fed Funds		1,465,991
Treasury Demand Notes		0
Trading Liabilities		885,507
Other Borrowed Money		46,539,645
Acceptances		0
Subordinated Notes and Debentures		3,650,000
Other Liabilities		11,984,151
Total Liabilities	$	372,354,277
Equity
Common and Preferred Stock		18,200
Surplus		14,266,400
Undivided Profits		26,502,086
Minority Interest in Subsidiaries		861,284
Total Equity Capital	$	41,647,970
Total Liabilities and Equity Capital	$	414,002,247

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EX-99.36

Exhibit 99.36

OFFICER’S CERTIFICATE

I, [Name of Chief Executive Officer of the Depositor], certify as of [the date of the final prospectus] that:

1. I have reviewed the prospectus, dated [●], 20[●], relating to the Discover Card Execution Note Trust Class [    ](20[    ]-[    ] notes (the “securities”) and am familiar with, in all material respects, the following: the characteristics of the securitized assets underlying the offering (the “securitized assets”), the structure of the securitization, and all material underlying transaction agreements as described in the prospectus;

2. Based on my knowledge, the prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading;

3. Based on my knowledge, the prospectus and other information included in the registration statement of which it is a part fairly present, in all material respects, the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of the securities, including the risks relating to the securitized assets that would affect the cash flows available to service payments or distributions on the securities in accordance with their terms; and

4. Based on my knowledge, taking into account all material aspects of the characteristics of the securitized assets, the structure of the securitization, and the related risks as described in the prospectus, there is a reasonable basis to conclude that the securitization is structured to produce, but is not guaranteed by this certification to produce, expected cash flows at times and in amounts to service scheduled payments of interest and the ultimate repayment of principal on the securities (or other scheduled or required distributions on the securities, however denominated) in accordance with their terms as described in the prospectus.

5. The foregoing certifications are given subject to any and all defenses available to me under the federal securities laws, including any and all defenses available to an executive officer that signed the registration statement of which the prospectus referred to in this certification is part.

By:
Name:	[Chief Executive Officer of the Depositor]
Title:	Chief Executive Officer of Discover Funding LLC