exv10w5



 





Exhibit 10.5




Execution Copy




 





DISCOVER CARD EXECUTION NOTE TRUST




Issuer




and




U.S. BANK NATIONAL ASSOCIATION




Indenture Trustee




INDENTURE SUPPLEMENT




Dated as of July 26, 2007




for the DiscoverSeries Notes




to




INDENTURE




Dated as of July 26, 2007




 





 









 





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
	 	 	28	 
	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
	 	 	29	 
	Section 3.02. Available Subordinated Amounts and Usages
	 	 	73	 
	Section 3.03. Derivative Receipts
	 	 	104	 
	Section 3.04. Withdrawals from Interest Funding Subaccounts
	 	 	104	 
	Section 3.05. Withdrawals from Principal Funding Subaccounts
	 	 	105	 
	Section 3.06. Payments on Foreign Currency Notes
	 	 	106	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	Early Redemption Events and Other Provisions Relating to Special Allocations of Principal
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. Early Redemption Events
	 	 	107	 
	Section 4.02. Variable Accumulation Period
	 	 	109	 
	Section 4.03. Calculation of Targeted Prefunding Deposit
	 	 	110	 
	Section 4.04. Calculation of Prefunding Excess Amounts
	 	 	112	 
	Section 4.05. Receivables Sale
	 	 	113	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	Issuer Accounts and Investments
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Issuer Accounts
	 	 	114	 






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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 Noteholders’ Monthly Statement






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     THIS 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 July 26,
2007.



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”; and



     (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.



     “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




     (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



2









 









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 Subaccount” means any subaccount to the Accumulation Reserve Account
established for a particular Tranche of Notes pursuant to Section 5.01.



     “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.



3









 





     “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 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



4









 







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.



     “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.



5









 










     “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.)



     “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.



6









 





     “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 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.



7









 






     “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.



     “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.



8









 





     “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 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.



     “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.



9









 





     “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.)



     “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.



10









 





     “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.



     “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.



11









 





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



     “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.



     “DCMT Pooling and Servicing Agreement” means that certain Amended and Restated Pooling and
Servicing Agreement dated as of November 3, 2004 by and between Discover Bank, as master servicer,
servicer and seller and U.S. Bank National Association, as trustee, as the same may be amended,
supplemented, restated, amended and restated, replaced or otherwise modified from time to time.



     “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.



12









 





     “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 15th 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,
	 
	 	(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 




13









 






	 	 	 	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.



     “Indenture” means the Indenture dated as of July 26, 2007 between the Issuer and Indenture
Trustee, as the same may be amended, supplemented, restated, amended and restated, replaced or
otherwise modified from time to time.



     “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



14









 







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.



     “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,



15









 






     (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




     (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



16









 







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.



     “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




17









 












     (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;




     (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.



18









 





     “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.



     “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.



19









 





     “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 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.



     “Seller” with respect to the DCMT means Discover Bank and any additional seller specified in
the DCMT Pooling and Servicing Agreement, and with respect to any other Master Trust shall have the
meaning set forth in the applicable Pooling and Servicing Agreement.



     “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.



20









 





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



     “Series 2007-CC Supplement” means the Series 2007-CC Supplement to the DCMT Pooling and
Servicing Agreement dated as of July 26, 2007, as the same may be amended, supplemented, restated,
amended and restated, replaced or otherwise modified from time to time.



     “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).




     “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



21









 






	 	•	 	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 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.



22









 





     “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, 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 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



23









 






     (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,




	 	(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),




24









 












     (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, 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


25









 






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 or Class C Notes, in the form attached hereto as Exhibit A, B or C, 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, as the same may be amended, supplemented,
restated, amended and restated, replaced or otherwise modified from time to time.



     “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;



     (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;



26









 





     (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 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



27









 







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 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;



28









 





     (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 the 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 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.



29









 





          (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




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




30









 












	 	(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.




          (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




31









 












	 	(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
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





32









 




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.




          (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


33









 






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 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


34









 






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 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)





35









 




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 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





36









 





          (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)




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




37









 






	 	 	 	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






	 	(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


38









 







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.




          (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.




39









 








          (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
	 
	 	(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


40









 






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 (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



41









 








Nominal Liquidation
Amount of all Tranches of DiscoverSeries Notes, each as of the first day of 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),


42









 







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.




       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





43









 





	 	•	 	Class B Usage of Class C Notes





          (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





          (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





44









 






	 	(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 




45









 






	 	 	 	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)




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)




46









 






	 	 	 	(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






	 	(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





          (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),




47









 







	 	(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)



48









 




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 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).




49









 





          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





          (39) Class B Interest Allocation Shortfall from Class C Principal. For each Tranche of Class
B Notes, an amount equal to the least of




50









 









	 	(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






51









 







	 	 	 	
(Adjustments for Application of Class D Principal to Class B
Interest Allocation Shortfall)



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).



52









 






          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).




          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





53









 






	 	•	 	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 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




54









 









	 	(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.




          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




55









 






	 	•	 	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





          (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 




56









 






	 	 	 	(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 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)).







57









 





          (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.




          (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, 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



58









 






	 	(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 Class C Notes, and
deposited into the applicable Class C Reserve Subaccount for such Tranche.




          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




59









 






	 	•	 	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 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.



60









 





          (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 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



61









 






	 	(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 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



62









 







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 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)





63









 









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)




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,


64









 






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.




          (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),




65









 






	 	(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.




          (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),




66









 






	 	(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)




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


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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)




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


68









 






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)




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


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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)




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


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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 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



71









 






	 	(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.



          (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


72









 






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;



               (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);



73









 





               (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.



          (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):



74









 





               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).





               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




75









 






	 	(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).





          (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):



77









 





               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




78









 






	 	(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).





               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):



79









 





               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).





               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




80









 






	 	(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
	 
	 	(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




81









 






	 	(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 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




82









 






	 	(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.



               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.



83









 





          (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
	 
	 	(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



84









 







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
	 
	 	(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).




85









 











               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.





               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




86









 






	 	(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.





               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




87









 






	 	 	 	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 (34) of the Cash Flows.



          (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 (35) 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




88









 






	 	 	 	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.





          (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




89









 






	 	(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.



          (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



90









 







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.





          (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.




91









 











               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.





               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




92









 






	 	 	 	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.





               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




93









 






	 	 	 	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.





               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:



94









 






	 	(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.





          (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




95









 






	 	(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.



               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




96









 






	 	(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




97









 






	 	(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.





               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




98









 






	 	(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.





               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



99









 







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.



          (27) Adjustments for Targeted Deposit to Class C Reserve Subaccounts from Series Finance
Charge Amounts. The Calculation Agent shall make the following adjustments after giving effect to
step (53) of the Cash Flows (Targeted Deposit to Class C Reserve Subaccounts 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 lesser of






	 	(i)	 	the aggregate
Series Finance Charge Amounts deposited into the Class C
Reserve Account pursuant to step (53) 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 deposited into the Class C
Reserve Account pursuant to step (53) of the Cash Flows
and




100









 






	 	(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.





               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 deposited into the Class C Reserve Account
pursuant to step (53) 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




101









 






	 	 	 	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).





               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




102









 






	 	(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 (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.



103









 





               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.



     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



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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 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



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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.



          (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.



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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
preceding Distribution Dates 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”);



          (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 Bank 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 Bank 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



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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 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.



108









 





     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 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 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%.



     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 applicable Note Rating
Agencies shall have advised the Calculation Agent on behalf of the Issuer that such delay in the



109









 







commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche 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 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.




110









 












(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.




(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.




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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 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).



112









 





     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.




          (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




113









 






	 	 	 	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.



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)



114









 







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; and each Tranche of Class D Notes will have its own
Subaccount within the Class D Reserve Account. 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 Eligible
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]




115









 







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 Trustee 	 
	 
	 	 	 
	 	By:  	                                                     /s/  Jennifer A. Luce
 	 
	 	 	Name:  	Jennifer A. Luce 	 
	 	 	Title:  	Sr. Financial Services Officer 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee

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




 









 





[FORM OF]




 





DISCOVER CARD EXECUTION NOTE TRUST




Issuer




and




U.S. BANK NATIONAL ASSOCIATION




Indenture Trustee




CLASS A(          -     ) TERMS DOCUMENT




Dated as of [                    ]




to




INDENTURE SUPPLEMENT




Dated as of [                    ], 2007




for the DiscoverSeries Notes




to




INDENTURE




Dated as of [                    ], 2007




 





 









 





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

	 	 	8	 
	Section 1.04.
	 	Limitations on Liability

	 	 	8	 
	Section 1.05.
	 	Governing Law

	 	 	8	 
	Section 1.06.
	 	Counterparts

	 	 	9	 
	Section 1.07.
	 	Ratification of Indenture and Indenture Supplement

	 	 	9	 
	 	 	 
	 	 	 	 
	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]

	 	 	10	 
	[Section 2.04.
	 	Notification of LIBOR]

	 	 	10	 
	Section 2.05.
	 	Payments of Interest and Principal

	 	 	11	 
	Section 2.06.
	 	Form of Delivery of Class A(          -     ) Notes; Depository;
Denominations

	 	 	11	 
	Section 2.07.
	 	Delivery and Payment for the Class A(          -     ) Notes

	 	 	11	 
	[Section 2.08.
	 	Targeted Deposits to the Accumulation Reserve Account]

	 	 	11	 
	Section 2.09.
	 	Additional Issuances of Notes

	 	 	12	 






Exhibit




Exhibit A                      [Form of] Class A Note                              




 









 





     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 4.02 of the Indenture Supplement, the Accumulation
Amount shall be determined in accordance with the definition of “Accumulation Amount” in the
Indenture Supplement.]



     [“Accumulation Commencement Date” means [                     ], 20[      ], or such later date as the Calculation
Agent on behalf of the Issuer determines in accordance with Section 4.02 of the Indenture
Supplement.]



     [“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 4.02 of the Indenture Supplement, 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 the 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
4.02 of the Indenture Supplement)
and any following Distribution Date

	 	No condition.






2









 






	 	 	 
	(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
4.02 of the Indenture Supplement)
and any following Distribution Date

	 	The three-month rolling average
Excess Spread Percentage is less
than 4%.
	 
	 	 
	(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
4.02 of the Indenture Supplement)
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
4.02 of the Indenture Supplement)
and any following Distribution Date

	 	The three-month rolling average
Excess Spread Percentage is less
than 2%.]






     “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.



3









 





     “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 the Distribution Date in [                 
              ], 20[  ].



     “Indenture” means the Indenture dated as of [                    ], 2007 between the Issuer and Indenture
Trustee, as the same may be amended, supplemented, restated, amended and restated, replaced or
otherwise modified from time to time.



     “Indenture Supplement” means the Indenture Supplement dated as of [                    ] for the
DiscoverSeries Notes, by and between the Issuer and the Indenture Trustee, as the same may be
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.



     [“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, any
Issuance Date specified in the Notice of Additional Issuance delivered thereunder.



     “Legal Maturity Date” means the first Business Day following the Distribution Date in [                     ],
20[    ].



     [“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



4









 







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 Determination Date” means the second LIBOR Business Day immediately preceding the
commencement of an Interest Accrual Period.]



     [“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.]



     [“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.



     “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;



5









 







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



     (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




     (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 D Notes” means, for the Class A(          -     ) Notes for any
date of determination, zero, subject to adjustment in accordance with Section 2.02.



     “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.



     [“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, [AAA] with respect to Standard &
Poors, [Aaa] with respect to Moody’s and [AAA] 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.



6









 





     [“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; provided, however, that if such designation is of a lesser amount, the
applicable Note Rating Agencies shall have provided prior written confirmation that a Ratings
Effect will not occur with respect to such change.]



     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 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;



     (c) this Terms Document 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 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 (A) asserting the invalidity of
this Terms Document, (B) seeking to prevent the consummation of any of the transactions
contemplated by this Terms Document or (C) seeking any determination or ruling which in the
Issuer’s judgment would materially and adversely affect the performance by the



7









 







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 Indenture, 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, 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 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.



8









 




     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 A(          -     ) Notes




     Section 2.01.
 Creation and Designation.

      There is hereby created a Tranche of Class A Notes to
be issued pursuant to 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 change the Required Subordinated Percentage of Class B Notes
or the Required Subordinated Percentage of Class C 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. On any date, the
Issuer may change the Required Subordinated Amount of Class D Notes for the Class A(          -     ) Notes
(though not below zero) and may add such definitions and other terms and make such additional
amendments to this Terms Document as shall be necessary to determine such Required Subordinated
Amount of Class D 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 and such other amendments will not result in a Ratings Effect for any Tranche of
Outstanding DiscoverSeries Notes; provided, however, that at any time the Class D Notes are or will
be held by Discover Bank or any of its



9









 







affiliates, the Required Subordinated Amount of Class D Notes for these Class A(          -     ) Notes
may not be increased above zero.



     (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.]




     [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, by facsimile transmission or electronic
transmission, notification of LIBOR for the following Interest Accrual Period.]



10









 





     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 1101 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 $[100,000] 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



11









 







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.]



     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; and




     (b) no Class A(          -     ) Adverse Event has occurred and is continuing.



     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.



[Remainder of page intentionally blank; signature page follows]




12









 




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]	 	 

















 






[FORM OF]




 





DISCOVER CARD EXECUTION NOTE TRUST




Issuer




and




U.S. BANK NATIONAL ASSOCIATION




Indenture Trustee




CLASS B(          -     ) TERMS DOCUMENT




Dated as of [                    ]




to




INDENTURE SUPPLEMENT




Dated as of [                    ], 2007




for the DiscoverSeries Notes




to




INDENTURE




Dated as of [                    ], 2007




 





 









 





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
	 	 	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

	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
	 	 	11	 
	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]
	 	 	12	 
	Section 2.09.	 	Additional Issuances of Notes
	 	 	12	 






Exhibit




Exhibit A                     [Form of] Class B Note                              





 









 





     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 4.02 of the Indenture Supplement, the Accumulation
Amount shall be determined in accordance with the definition of “Accumulation Amount” in the
Indenture Supplement.]



     [“Accumulation Commencement Date” means [ ], 20[ ], or such later date as the Calculation
Agent on behalf of the Issuer determines in accordance with Section 4.02 of the Indenture
Supplement.]



     [“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 4.02 of the Indenture Supplement, 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 the 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
4.02 of the Indenture Supplement)
and any

	 	No condition.






2









 






	 	 	 
	Distribution Date:	 	Condition:
	following Distribution Date




(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
4.02 of the Indenture Supplement)
and any following Distribution Date

	 	The three-month rolling average
Excess Spread Percentage is less
than 4%.
	 
	 	 
	(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
4.02 of the Indenture Supplement)
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
4.02 of the Indenture Supplement)
and any following Distribution Date

	 	The three-month rolling average
Excess Spread Percentage is less
than 2%.]






     “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



3









 





     (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



     (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.



     “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 the Distribution Date in [ ], 20[].



     “Indenture” means the Indenture dated as of [                    ], 2007 between the Issuer and Indenture
Trustee, as the same may be amended, supplemented, restated, amended and restated, replaced or
otherwise modified from time to time.



     “Indenture Supplement” means the Indenture Supplement dated as of [                      ] for the
DiscoverSeries Notes, by and between the Issuer and the Indenture Trustee, as the same may be
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.



     [“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.]



     “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



4









 







Section 2.09, any
Issuance Date specified in the Notice of Additional Issuance delivered thereunder.



     “Legal Maturity Date” means the first Business Day following the Distribution Date in [___],
20[___].



     [“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 Determination Date” means the second LIBOR Business Day immediately preceding the
commencement of an Interest Accrual Period.]



     [“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.]



     [“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.



     “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].



5









 






     “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;



     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, zero, subject to adjustment in accordance with Section 2.02.



     “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.



     [“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, [A] with respect to Standard & Poors,
[A2] with respect to Moody’s and [A] 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



6









 







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; provided, however, that if such designation is of a
lesser amount, the applicable Note Rating Agencies shall have provided prior written
confirmation that a Ratings Effect will not occur with respect to such change.]



     “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.



     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 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;



     (c) this Terms Document 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 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



7









 





     (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 Terms Document, (B) seeking to prevent the consummation of any of the transactions
contemplated by this Terms Document 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 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 Indenture, 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, any Beneficiary,
the Depositor, any Master Servicer or any Servicer or any of their respective



8









 







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 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 change the Required Subordinated Percentage of Class C Notes
(Encumbered) or the Required Subordinated Percentage of Class C 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.
On any date, the Issuer may change the Required Subordinated Amount of Class D Notes for the Class
B(___-___) Notes (though not below zero)



9









 







and may add such definitions and other terms and make such additional amendments to this Terms
Document as shall be necessary to determine such Required Subordinated Amount of Class D 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 and such other
amendments will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes;
provided, however, that at any time the Class D Notes are or will be held by Discover Bank or any
of its affiliates, the Required Subordinated Amount of Class D Notes for these Class B(____-____)
Notes may not be increased above zero.



     (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.



10









 






     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, 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 1101 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. 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 $[100,000] 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.



11









 





     [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;
	 
	 	(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; and




     (b) no Class B(___-___) Adverse Event has occurred and is continuing.



     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.



12









 





[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]	 	 

















 







[FORM OF]


 

 

 

DISCOVER CARD EXECUTION NOTE TRUST




Issuer




and




U.S. BANK NATIONAL ASSOCIATION




Indenture Trustee




CLASS C(___-___) TERMS DOCUMENT




Dated as of [___]




to




INDENTURE SUPPLEMENT




Dated as of [___], 2007




for the DiscoverSeries Notes




to




INDENTURE




Dated as of [___], 2007




 

 


 









 








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

	 	 	6	 
	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 C(___-___) Notes
	 	 	 	 
	 
	 	 	 	 
	Section 2.01. Creation and Designation

	 	 	9	 
	Section 2.02. Adjustments to Required Subordinated 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 C(___-___) Notes; Depository; Denominations

	 	 	10	 
	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	 
	 
	 	 	 	 
	Exhibit
	 	 	 	 
	 
	 	 	 	 
	Exhibit A [Form of] Class C Note
	 	 	 	 






 









 





     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 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 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 4.02 of the Indenture Supplement, the Accumulation
Amount shall be determined in accordance with the definition of “Accumulation Amount” in the
Indenture Supplement.]



     [“Accumulation Commencement Date” means [ ], 20[ ], or such later date as the Calculation
Agent on behalf of the Issuer determines in accordance with Section 4.02 of the Indenture
Supplement.]



     [“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 4.02 of the Indenture Supplement, 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 the 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
4.02 of the Indenture Supplement)
and any

	 	No condition.






2









 






	 	 	 
	Distribution Date:	 	Condition:
	following Distribution Date
	 	 
	 
	 	 
	(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
4.02 of the Indenture Supplement)
and any following Distribution Date

	 	The three-month rolling average
Excess Spread Percentage is less
than 4%.
	 
	 	 
	(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
4.02 of the Indenture Supplement)
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
4.02 of the Indenture Supplement)
and any following Distribution Date

	 	The three-month rolling average
Excess Spread Percentage is less
than 2%.]






     “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.



3









 





     “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 the following table (or if
more than one conditions were in effect on the immediately preceding Distribution Date, the
largest percentage).



	 	 	 	 	 
	Condition:	 	 	 
	The three-month rolling average Excess Spread Percentage is:	 	Class C Reserve Account Percentage:	 
	(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.
	 	 	[          ]	%






     “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 the Distribution Date in [                     ], 20[].



     “Indenture” means the Indenture dated as of [                    ], 2007 between the Issuer and Indenture
Trustee, as the same may be amended, supplemented, restated, amended and restated, replaced or
otherwise modified from time to time.



     “Indenture Supplement” means the Indenture Supplement dated as of [                    ] for the
DiscoverSeries Notes, by and between the Issuer and the Indenture Trustee, as the same may be
amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to
time.



4









 





     “Initial Dollar Principal Amount” means $[                     ], or such higher amount as is specified in any
Notice of Additional Issuance under Section 2.09.



     [“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, any
Issuance Date specified in the Notice of Additional Issuance delivered thereunder.



     “Legal Maturity Date” means the first Business Day following the Distribution Date in [                     ],
20[ ].



     [“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 Determination Date” means the second LIBOR Business Day immediately preceding the
commencement of an Interest Accrual Period.]



     [“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.]



5









 





     [“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.



     “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, zero, 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, [BBB] with respect to Standard &
Poors, [Baa2] with respect to Moody’s and [BBB] 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; provided, however, that if such designation is of a lesser amount, the
applicable Note Rating Agencies shall have provided prior written confirmation that a Ratings
Effect will not occur with respect to such change.]



     Section 1.02.
Representations and Warranties of Issuer.

      The Issuer represents and warrants
that:



6









 





     (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 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;



     (c) this Terms Document 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 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 (A) asserting the invalidity of
this Terms Document, (B) seeking to prevent the consummation of any of the transactions
contemplated by this Terms Document 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 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 Indenture, and has taken all necessary action to authorize the execution, delivery and
performance by it of this Terms Document; and



7









 





     (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, 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 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




8










 




Indenture Supplement and this Terms Document shall be read, taken and construed as one and the
same instrument.




ARTICLE II




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 the Indenture and the Indenture Supplement to be known as the “DiscoverSeries
Class C(_____-___)
Notes.”


     Section 2.02. Adjustments to Required Subordinated Amount.



     (a) On any date, the Issuer may change the Required Subordinated Amount of Class D Notes for
the Class C(_____-___) Notes (though not below zero) and may add such definitions and other terms and
make such additional amendments to this Terms Document as shall be necessary to determine such
Required Subordinated Amount of Class D 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 and such other amendments will not result in a Ratings Effect for any
Tranche of Outstanding DiscoverSeries Notes; provided, however, that at any time the Class D Notes
are or will be held by Discover Bank or any of its affiliates, the Required Subordinated Amount of
Class D Notes for these Class C(_____-___) Notes may not be increased above zero.



     (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.



     [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


9









 






	 	(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, 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 1101 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.



     Section 2.06. Form of Delivery of Class C(_____-___) Notes; Depository; Denominations.



10









 





     (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. 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 $[100,000] 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




11









 






	 	(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.




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; and




     (b) no Class C(_____-___) Adverse Event has occurred and is continuing.



     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.



[Remainder of page intentionally blank; signature page follows]




12









 




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] 	 
	 




 









 





Exhibit D




Form of Noteholders’ Monthly Statement




Discover Card Execution Note Trust




DiscoverSeries Monthly Statement




			
	 	 	 
	Distribution Date:                      ___, ___
	 	Month Ending:                      ___, ___





Pursuant to the Indenture dated as of [                    ] (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 Indenture Supplement dated as of [                    ] 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 [               ] filed on [          ].
	 
	 	 
	Indenture Supplement

	 	As Exhibit [     ] to the [               ] filed on [          ].







	1.	 	Interest to be paid on this Distribution Date:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	interest paid on	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	this Distribution	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	Date per $1000	 
	 	 	 	 	 	 	LIBOR	 	 	 	 	 	 	 	 	 	 	Number of Days	 	 	interest paid on	 	 	of Outstanding	 
	 	 	 	 	 	 	Determination	 	 	Interest	 	 	 	 	 	 	in the Interest	 	 	this Distribution	 	 	Dollar Principal	 
	Tranche	 	CUSIP Number	 	 	Date	 	 	Payment Date	 	 	Interest Rate	 	 	Accrual Period	 	 	Date	 	 	Amount	 
	Class A(    -  )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class A(    -  )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class A(    -  )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Class A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class B(    -  )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class B(    -  )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class B(    -  )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Class B
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	interest paid on	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	this Distribution	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	Date per $1000	 
	 	 	 	 	 	 	LIBOR	 	 	 	 	 	 	 	 	 	 	Number of Days	 	 	interest paid on	 	 	of Outstanding	 
	 	 	 	 	 	 	Determination	 	 	Interest	 	 	 	 	 	 	in the Interest	 	 	this Distribution	 	 	Dollar Principal	 
	Tranche	 	CUSIP Number	 	 	Date	 	 	Payment Date	 	 	Interest Rate	 	 	Accrual Period	 	 	Date	 	 	Amount	 
	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:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	Amount of	 	 	Total amount of	 
	 	 	 	 	 	 	 	 	 	 	Shortfall in	 	 	principal paid	 	 	principal paid	 	 	principal paid	 
	 	 	 	 	 	 	Scheduled	 	 	scheduled	 	 	on this	 	 	per $1000 of	 	 	through this	 
	 	 	 	 	 	 	principal	 	 	principal	 	 	Distribution	 	 	Stated Principal	 	 	Distribution	 
	Tranche	 	CUSIP Number	 	 	payments	 	 	payments	 	 	Date	 	 	Amount	 	 	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(    -  )]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[Class D(    -  )]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[Class D(    -  )]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[Total Class D]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






D-2









 







	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)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Adjusted	 	 	 	 
	 	 	 	 	 	 	Outstanding	 	 	Outstanding	 	 	Nominal	 
	 	 	Stated Principal	 	 	Dollar Principal	 	 	Dollar Principal	 	 	Liquidation	 
	Tranche	 	Amount	 	 	Amount	 	 	Amount	 	 	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
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






D-3









 







	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)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Increase due to	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	withdrawals of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Prefunding	 	 	Increase due to	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Nominal	 	 	 	 	 	 	Excess	 	 	reimbursement	 	 	 	 	 	 	Increases and	 	 	Reductions due	 	 	Reductions due	 	 	Nominal	 
	 	 	Liquidation	 	 	Increase due to	 	 	Amounts from	 	 	of Nominal	 	 	Reductions due	 	 	reductions due	 	 	to reallocation	 	 	to deposits into	 	 	Liquidation	 
	 	 	Amount as of	 	 	Accretion of	 	 	Principal	 	 	Liquidation	 	 	to allocation of	 	 	to reallocation	 	 	of Series	 	 	Principal	 	 	Amount	 
	 	 	the beginning of	 	 	Principal for	 	 	Funding	 	 	Amount	 	 	charged-off	 	 	of charged-off	 	 	Principal	 	 	Funding	 	 	as of the end of	 
	Tranche	 	Due Period	 	 	Discount Notes	 	 	Subaccount	 	 	Deficits	 	 	receivables	 	 	receivables	 	 	Amounts	 	 	Subaccount	 	 	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
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






D-4









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Cumulative	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	unreimbursed	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Nominal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Liquidation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tranche	 	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
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







D-5









 






	5.	 	Targeted Deposits to Principal Funding Subaccounts with respect to this Distribution
Date:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Shortfalls in	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Targeted deposit to Principal Funding	 	 	targeted deposit	 	 	 	 	 	 	Amounts	 	 	Prefunding	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subaccount	 	 	to Principal	 	 	 	 	 	 	withdrawn from	 	 	Excess	 	 	 	 	 	 	Income earned	 
	 	 	Beginning	 	 	Amount	 	 	 	 	 	Funding	 	 	 	 	 	 	Principal	 	 	Amounts	 	 	 	 	 	 	on funds on	 
	 	 	Principal	 	 	scheduled to be	 	 	 	 	 	Subaccount with	 	 	Actual deposit	 	 	Funding	 	 	withdrawn from	 	 	Ending Principal	 	 	deposit in	 
	 	 	Funding	 	 	deposited on	 	 	 	 	 	respect to this	 	 	to Principal	 	 	Subaccount for	 	 	Principal	 	 	Funding	 	 	Principal	 
	 	 	Subaccount	 	 	this Distribution	 	Previous	 	 	Distribution	 	 	Funding	 	 	payment to	 	 	Funding	 	 	Subaccount	 	 	Funding	 
	Tranche	 	balance	 	 	Date	 	shortfalls	 	 	Date	 	 	Subaccount	 	 	Noteholders	 	 	Subaccount	 	 	balance	 	 	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
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






D-6









 








	6.	 	Prefunding with respect to this Distribution Date:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Prefunding	 	 	 	 	 	 	 
	 	 	 	 	 	 	Prefunded	 	 	 	 	 	 	Excess Amounts	 	 	Actual deposit	 	 	 	 
	 	 	Beginning	 	 	amount applied	 	 	 	 	 	 	withdrawn from	 	 	to Principal	 	 	 	 
	 	 	balance of	 	 	to scheduled	 	 	Targeted	 	 	Principal	 	 	Funding	 	 	Ending balance	 
	 	 	prefunded	 	 	principal	 	 	Prefunding	 	 	Funding	 	 	Subaccount for	 	 	of prefunded	 
	Tranche	 	deposits	 	 	deposits	 	 	Deposits	 	 	Subaccount	 	 	prefunding	 	 	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:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Shortfalls in 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Targeted deposit to
Interest Funding Subaccount with	 	 	targeted deposit
to Interest	 	 	 	 	 	 	Amounts	 	 	 	 	 	 	 	 
	 	 	Beginning	 	 	 respect to this Distribution Date	 	 	Funding	 	 	 	 	 	 	withdrawn from	 	 	 	 	 	 	Income earned	 
	 	 	Interest	 	 	Interest accrued	 	 	 	 	 	 	Total targeted	 	 	Subaccount	 	 	Actual deposit	 	 	Interest Funding	 	 	Ending Interest	 	 	on funds on	 
	 	 	Funding	 	 	during monthly	 	 	 	 	 	 	deposit to	 	 	with respect to	 	 	to Interest	 	 	Subaccount for	 	 	Funding	 	 	deposit in	 
	 	 	Subaccount	 	 	interest accrual	 	 	Previous	 	 	Interest Funding	 	 	this Distribution	 	 	Funding	 	 	payment to	 	 	Subaccount	 	 	Interest Funding	 
	Tranche	 	balance	 	 	period	 	 	shortfalls	 	 	Subaccount	 	 	Date	 	 	Subaccount	 	 	Noteholders	 	 	balance	 	 	Subaccount	 
	Class A(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class A(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class A(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Class A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






D-7









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Targeted deposit to Interest
 Funding Subaccount with	 	 	Shortfalls in
targeted deposit
to Interest	 	 	 
	 	 	Amounts
	 	 	 	 
	 	 	Beginning	 	 	 respect to  this Distribution Date	 	 	Funding	 	 	 	 	 	withdrawn from	 	 	 	 	 	 	Income earned	 
	 	 	Interest	 	 	Interest accrued	 	 	 	 	 	 	Total targeted	 	 	Subaccount	 	 	Actual deposit	 	 	Interest Funding	 	 	Ending Interest	 	 	on funds on	 
	 	 	Funding	 	 	during monthly	 	 	 	 	 	 	deposit to	 	 	with respect to	 	 	to Interest	 	 	Subaccount for	 	 	Funding	 	 	deposit in	 
	 	 	Subaccount	 	 	interest accrual	 	 	Previous	 	 	Interest Funding	 	 	this Distribution	 	 	Funding	 	 	payment to	 	 	Subaccount	 	 	Interest Funding	 
	Tranche	 	balance	 	 	period	 	 	shortfalls	 	 	Subaccount	 	 	Date	 	 	Subaccount	 	 	Noteholders	 	 	balance	 	 	Subaccount	 
	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
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







	8.	 	Deposits to and Withdrawals from Class C Reserve Subaccounts:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amounts	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	withdrawn from	 	 	 	 	 	 	 	 	 	 	Income earned	 
	 	 	Beginning	 	 	Targeted deposit	 	 	Actual deposit	 	 	Class C Reserve	 	 	Excess amounts	 	 	Ending Class C	 	 	on funds on	 
	 	 	Class C Reserve	 	 	to Class C	 	 	to Class C	 	 	Subaccount for	 	 	withdrawn from	 	 	Reserve	 	 	deposit in Class	 
	 	 	Subaccount	 	 	Reserve	 	 	Reserve	 	 	application to	 	 	Class C Reserve	 	 	Subaccount	 	 	C Reserve	 
	Tranche	 	balance	 	 	Subaccount	 	 	Subaccount	 	 	Class C Notes	 	 	Subaccount	 	 	balance	 	 	Subaccount	 
	Class C(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class C(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class C(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Class C
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






D-8









 




[9. To be included only following issuance of Class D notes: Deposits to and Withdrawals
from Class D Reserve Subaccounts:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amounts	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	withdrawn from	 	 	 	 	 	 	 	 	 	 	Income earned	 
	 	 	Beginning	 	 	Targeted deposit	 	 	Actual deposit	 	 	Class D Reserve	 	 	Excess amounts	 	 	Ending Class D	 	 	on funds on	 
	 	 	Class D Reserve	 	 	to Class D	 	 	to Class D	 	 	Subaccount for	 	 	withdrawn from	 	 	Reserve	 	 	deposit in Class	 
	 	 	Subaccount	 	 	Reserve	 	 	Reserve	 	 	application to	 	 	Class D Reserve	 	 	Subaccount	 	 	D Reserve	 
	Tranche	 	balance	 	 	Subaccount	 	 	Subaccount	 	 	Class D Notes	 	 	Subaccount	 	 	balance	 	 	Subaccount	 
	Class D(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class D(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class D(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Class D
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






]


10. Deposits to and Withdrawals from Accumulation Reserve Subaccounts:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amounts	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	withdrawn from	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Accumulation	 	 	 	 	 	 	 	 	 	 	Income earned	 
	 	 	Beginning	 	 	 	 	 	 	Actual deposit	 	 	Reserve	 	 	Excess amounts	 	 	Ending	 	 	on funds on	 
	 	 	Accumulation	 	 	Targeted deposit	 	 	to	 	 	Subaccount for	 	 	withdrawn from	 	 	Accumulation	 	 	deposit in	 
	 	 	Reserve	 	 	to Accumulation	 	 	Accumulation	 	 	use as Series	 	 	Accumulation	 	 	Reserve	 	 	Accumulation	 
	 	 	Subaccount	 	 	Reserve	 	 	Reserve	 	 	Finance Charge	 	 	Reserve	 	 	Subaccount	 	 	Reserve	 
	Tranche	 	balance	 	 	Subaccount	 	 	Subaccount	 	 	Amounts	 	 	Subaccount	 	 	balance	 	 	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
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






D-9









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amounts	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	withdrawn from	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Accumulation	 	 	 	 	 	 	 	 	 	 	Income earned	 
	 	 	Beginning	 	 	 	 	 	 	Actual deposit	 	 	Reserve	 	 	Excess amounts	 	 	Ending	 	 	on funds on	 
	 	 	Accumulation	 	 	Targeted deposit	 	 	to	 	 	Subaccount for	 	 	withdrawn from	 	 	Accumulation	 	 	deposit in	 
	 	 	Reserve	 	 	to Accumulation	 	 	Accumulation	 	 	use as Series	 	 	Accumulation	 	 	Reserve	 	 	Accumulation	 
	 	 	Subaccount	 	 	Reserve	 	 	Reserve	 	 	Finance Charge	 	 	Reserve	 	 	Subaccount	 	 	Reserve	 
	Tranche	 	balance	 	 	Subaccount	 	 	Subaccount	 	 	Amounts	 	 	Subaccount	 	 	balance	 	 	Subaccount	 
	[Class D(  - )]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[Class D(  - )]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[Class D(  - )]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[Total Class D]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







	11.	 	Class A: Required Subordinated Amount; Available Subordinated Amount; Usage:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Required Subordinated Amount of	Available Subordinated Amount of	 	 	 	 
	 	 	Class B Notes	 	 	 Class B Notes	 	 	Usage of Class B	 
	 	 	As of last	 	 	As of current	 	 	As of last	 	 	As of current	 	 	As of last	 	 	As of current	 
	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 
	Tranche	 	Date	 	 	Date	 	 	Date	 	 	Date	 	 	Date	 	 	Date	 
	Class A(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class A(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class A(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Class A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Required Subordinated Amount of 	Available Subordinated Amount of 	 	 	 	 
	 	 	Class C Notes	 	 	Class C Notes	 	 	Usage of Class C	 
	 	 	As of last	 	 	As of current	 	 	As of last	 	 	As of current	 	 	As of last	 	 	As of current	 
	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 
	Tranche	 	Date	 	 	Date	 	 	Date	 	 	Date	 	 	Date	 	 	Date	 
	Class A(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class A(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class A(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Class A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






[To be included only following issuance of Class D notes:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Required Subordinated Amount of 	Available Subordinated Amount of 	 	 	 	 
	 	 	Class D Notes	 	 	Class D Notes	 	 	Usage of Class D	 
	 	 	As of last	 	 	As of current	 	 	As of last	 	 	As of current	 	 	As of last	 	 	As of current	 
	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 
	Tranche	 	Date	 	 	Date	 	 	Date	 	 	Date	 	 	Date	 	 	Date	 
	Class A(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class A(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class A(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Class A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





]



D-10









 





12. Class B: Required Subordinated Amount; Available Subordinated Amount; Usage:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Required Subordinated Amount of 	Available Subordinated Amount of 	 	 	 	 
	 	 	Class C Notes	 	 	Class C Notes	 	 	Usage of Class C	 
	 	 	As of last	 	 	As of current	 	 	As of last	 	 	As of current	 	 	As of last	 	 	As of current	 
	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 
	Tranche	 	Date	 	 	Date	 	 	Date	 	 	Date	 	 	Date	 	 	Date	 
	Class B(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class B(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class B(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Class B
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






[To be included only following issuance of Class D notes:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Required Subordinated Amount of	Available Subordinated Amount of 	 	 	 	 
	 	 	 Class D Notes	 	 	Class D Notes	 	 	Usage of Class D	 
	 	 	As of last	 	 	As of current	 	 	As of last	 	 	As of current	 	 	As of last	 	 	As of current	 
	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 
	Tranche	 	Date	 	 	Date	 	 	Date	 	 	Date	 	 	Date	 	 	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 	Available Subordinated Amount of 	 	 	 	 
	 	 	Class D Notes	 	 	Class D Notes	 	 	Usage of Class D	 
	 	 	As of last	 	 	As of current	 	 	As of last	 	 	As of current	 	 	As of last	 	 	As of current	 
	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 	 	Distribution	 
	Tranche	 	Date	 	 	Date	 	 	Date	 	 	Date	 	 	Date	 	 	Date	 
	Class C(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class C(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class C(  - )
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Class C
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






]



D-11









 









	14.	 	Excess Spread Triggers:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	For the preceding	 	 	For the second preceding	 	 	Three-month average for	 
	 	 	For this Distribution Date	 	 	Distribution Date	 	 	Distribution Date	 	 	this Distribution Date	 
	Excess Spread Amount 1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Spread Percentage 2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[Group Excess Spread] 3
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[Group Excess Spread Percentage] 4
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[Interchange Subgroup Excess Spread] 5
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[Interchange Subgroup Excess Spread
Percentage] 6
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







	15.	 	Excess Spread Early Redemption Event: [Yes/No]





U.S. BANK NATIONAL ASSOCIATION,




as Indenture Trustee




	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 




 







	1	 	The Excess Spread Amount means, generally, with respect to the DiscoverSeries of 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 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





D-12









 






	 	(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.






	2	 	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.
	 
	3 	 	The Group Excess Spread is the sum of the series excess spreads for each series, including each subseries, in the group to
which the Series 2007-CC Collateral Certificate belongs. With respect to series other than Series 2007-CC, the “series
excess spread” generally means






	 	(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; and minus
	 
	 	(z)	 	for so long as not all outstanding series of certificates are eligible for allocations of interchange, the amount of
interchange allocated to such series of certificates if the series excess spread for such series is otherwise positive;
provided that if deducting interchange would make the series excess spread for such series of certificates negative,
then the series excess spread will be deemed to be zero.






	 	 	With respect to Series 2007-CC, the “series excess spread” generally means the Excess Spread Amount for the DiscoverSeries
notes. See item 14 and footnote 1.
	 
	 	 	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.
	 
	4	 	The Group Excess Spread Percentage generally means 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 as of the beginning of the
related Due Period.
	 
	5	 	The Interchange Subgroup Excess Spread means the sum of




D-13









 












	 	(x)	 	all amounts available to be deposited into the master trust’s interchange reallocation account for all series to which
interchange is allocated and
	 
	 	(y)	 	the Interchange Subgroup Allocable Group Excess Spread, which is






	 	o	 	if the Group Excess Spread is greater than or equal to zero,
the Group Excess Spread multiplied by the Interchange
Subgroup Excess Allocation Percentage (the sum of the investor interest in receivables for each master trust series
that is allocated interchange, divided by the sum of the investor interest in receivables for all master trust
series) and
	 
	 	o	 	if the Group Excess Spread is less than zero, the Group
Excess Spread multiplied by the Interchange Subgroup
Shortfall Allocation Percentage (the sum of the series excess spreads for all master trust series allocated
interchange for which the series excess spread was negative,
divided by the sum of the series excess spreads for all
master trust series for which the series excess spread was negative).






	 	 	The Interchange Subgroup 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 and any series of master trust certificates not entitled to
allocations of interchange is outstanding.
	 
	6	 	The Interchange Subgroup Excess Spread Percentage means the
Interchange Subgroup Excess Spread, multiplied by twelve and
divided by the investor interest in receivables for all series of master trust certificates that are allocated interchange
at the beginning of the related Due Period.






D-14