exv4w11



 





Exhibit 4.11




[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
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






]



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	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





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	 	(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




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	 	(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