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 December 22, 2015 

for the DiscoverSeries Notes 
 to

 AMENDED AND RESTATED INDENTURE 

Dated as of December 22, 2015 
  

 
  












 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 [the Benchmark]	  	 	10	 
			
	 Section 2.05
	 	Payments of Interest and Principal	  	 	10	 
			
	 Section 2.06
	 	Form of Delivery of Class B ( - ) Notes; Depository; Denominations	  	 	10	 
			
	 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	 
			
	 Section 2.12
	 	Seller’s Interest to Be Included in the Monthly Statement	  	 	13	 
			
	 Section 2.13
	 	Duties of the Indenture Trustee	  	 	13	 


  
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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 adjusted 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.] 

[“Benchmark” means, [insert floating rate benchmark.]] 

“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 

  
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 (b) the Nominal Liquidation Amount of all Tranches of Class B Notes in the
DiscoverSeries, multiplied by 
 (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 December 22, 2015, 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 December 22, 2015, for the
DiscoverSeries Notes, 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.] 

  
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 [“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 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 [ ]. 

[“Note Interest Rate” means, for any Interest Accrual Period, [the Benchmark for such Interest Accrual Period] [+/-]
[                ]% per annum, calculated on the basis of [the actual number of days elapsed] [twelve 30-day months] and a 360-day year[; provided, that if the sum of [the Benchmark for such Interest Accrual Period] [+/-] [___]% for such Interest Accrual Period is less than 0.00%, then the Note Interest Rate for such Interest Accrual
Period will be deemed to be 0.00%.]] 
 “Notice of Additional Issuance” has the meaning set forth in Section 2.09
hereof. 
 “Regulation RR” means Regulation RR (Credit Risk Retention) promulgated by the Securities and Exchange
Commission to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act. 
 “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 Benchmark 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 [the Benchmark] will be [the Benchmark] 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 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; 

  
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 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. 
 “Required Subordinated Percentage of
Class D Notes (Unencumbered)” means for the Class B ( — ) Notes, [ ]%, subject to adjustment in accordance with Section 2.02. 

“Seller’s Interest” means, at any time, a “seller’s interest” as defined in, and calculated in accordance
with, Regulation RR. 
 “Seller’s Interest Measurement Date” means the last day of each calendar month. 

“Specified Rating” means, for the Class B(—) Notes, [ ] with respect to [Moody’s], [ ] with respect to
[Standard and 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 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 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; 

  
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 (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. 
 (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. 

  
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 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. 
 (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. 

  
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 Section 2.03 [Interest Payment]. [For the first Interest Payment Date,
[                ], the amount of interest due with respect to the Class B ( — ) Notes is $[•].] For each Interest Payment Date [following the first
Interest Payment Date for any Class B(    -    ) Note], 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 [the Benchmark]. [Insert provisions for determining the floating rate benchmark.]] 

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.] 

(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. 

  
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 (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 $[•] and integral multiples of $[•] 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 Section 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; 
 (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 

  
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 (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 Period related to the
Expected Maturity Date for the Class B(    -    ) Notes. To the extent that the Calculation Agent has previously delayed the commencement of the Accumulation Commencement Date pursuant to this
Section 2.11, the Calculation Agent may subsequently accelerate the commencement of the Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11. Any adjustments by the Calculation Agent on behalf of
the Issuer to the Accumulation Commencement Date shall be made no later than the earlier to occur of (x) the first day of the initial Due Period of the proposed Accumulation Period (after giving effect to the current adjustment and all prior
adjustments to the commencement of the Accumulation Period pursuant to this Section 2.11) and (y) the last day of the Due Period immediately preceding the first Due Period of the currently scheduled Accumulation Period (after giving effect
to any prior adjustments in the commencement of the Accumulation Period pursuant to this Section 2.11). 

  
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 The Calculation Agent on behalf of the Issuer shall cause any such adjustment 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, (x) the adjustment to 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) and, (y) if such
adjustment is an acceleration of the commencement of the Accumulation Period for the Class B(    -    ) Notes, the resulting Accumulation Period for the
Class B(    -    ) Notes is the shortest Accumulation Period for the Class B(    -    ) Notes that 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 adjustment is permitted under the Series 2007-CC 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 any such adjustment in the commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. 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 adjusted pursuant
to this Section 2.11. 
 Section 2.12 Seller’s Interest to Be Included in the Monthly Statement. The Issuer shall
cause the Master Servicer to include the amount of the Seller’s Interest as of the Seller’s Interest Measurement Date on each investor certificateholder’s monthly statement delivered pursuant to the Series 2007-CC Supplement. 
 Section 2.13 Duties of the Indenture Trustee. For the avoidance of
doubt, the Indenture Trustee undertakes to perform only such duties as are specifically set forth in the Indenture, the Indenture Supplement, the Pooling and Servicing Agreement, any Series Supplement and this Agreement and as such shall have no
obligation or responsibility to monitor or enforce compliance with Regulation RR, nor shall be liable to any Person for any violation of Regulation RR; provided that nothing in this Section 2.13 shall alter the Indenture Trustee’s duties,
obligations or standard of care as set forth in the Indenture or any Indenture Supplement. It is understood and acknowledged that the Indenture Trustee has not provided any advice with respect to the acquisition of the Class B Notes, and has no
financial interest in the acquisition of such Class B Notes. 
 [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]