Exhibit 4.1

 

DISCOVER CARD EXECUTION NOTE TRUST

TRUST AGREEMENT

Dated as of July 2, 2007

between

DISCOVER BANK,

as Beneficiary and

WILMINGTON TRUST COMPANY ,

as Owner Trustee

 

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			1
Section 1.01 Definitions			1
ARTICLE II. ORGANIZATION; DECLARATION OF TRUST BY THE OWNER TRUSTEE			5
Section 2.01 Formation of Trust; Name			5
Section 2.02 Transfer of Property to Trust; Initial Capital Contribution of Trust Estate			6
Section 2.03 Purposes and Powers; Trust To Operate as a Limited Purpose Entity			6
Section 2.04 Appointment of Owner Trustee			8
Section 2.05 Declaration of Trust			8
Section 2.06 Title to Trust Estate			9
Section 2.07 Nature of Interest in the Trust Estate			9
Section 2.08 Continuation of Trust; Principal Office of Owner Trustee			9
Section 2.09 Tax Matters			9
Section 2.10 Fiscal Year			9
Section 2.11 Closing			9
Section 2.12 Books and Records			9
Section 2.13 Limitation on Liability of Beneficiary and Others			10
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE BENEFICIARY			10
Section 3.01 Representations and Warranties of the Beneficiary			10
ARTICLE IV. DISTRIBUTIONS OF FUNDS			11
Section 4.01 Distribution of Funds			11
Section 4.02 Payments from Trust Estate Only			11
Section 4.03 Method of Payment			11
Section 4.04 Establishment of Account			11
ARTICLE V. DUTIES OF THE OWNER TRUSTEE			12
Section 5.01 Action Upon Instructions			12
Section 5.02 No Duty to Act Under Certain Circumstances			13
Section 5.03 No Duties Except Under Specified Agreements or Instructions			13
Section 5.04 Trust Operation			14
Section 5.05 Execution of Documents			15

TABLE OF CONTENTS
(continued)

		Page
ARTICLE VI. CONCERNING THE TRUSTEE BANK			15
Section 6.01 Acceptance of Trust and Duties			15
Section 6.02 Furnishing of Documents			17
Section 6.03 No Representations and Warranties as to the Trust Estate			17
Section 6.04 Signature of Periodic Filings			17
Section 6.05 Reliance; Advice of Counsel			17
Section 6.06 Not Acting in Individual Capacity			17
Section 6.07 Representations and Warranties			18
ARTICLE VII. TERMINATION OF TRUST AGREEMENT			18
Section 7.01 Termination of Trust Agreement			19
ARTICLE VIII. SUCCESSOR OWNER TRUSTEES, CO-TRUSTEES AND SEPARATE OWNER TRUSTEES			19
Section 8.01 Resignation and Removal of the Owner Trustee; Appointment of Successors			19
Section 8.02 Transfer Procedures			19
Section 8.03 Qualification of Owner Trustee			20
Section 8.04 Co-trustees and Separate Owner Trustees			20
ARTICLE IX. AMENDMENTS			20
Section 9.01 Amendments			20
ARTICLE X. BENEFICIAL INTERESTS AND CERTIFICATES			21
Section 10.01 Issuance of Trust Certificates			21
Section 10.02 Beneficial Interest; Prohibitions on Transfer			22
Section 10.03 Lost or Destroyed Trust Certificate			22
ARTICLE XI. COMPENSATION OF TRUSTEE BANK AND INDEMNIFICATION			23
Section 11.01 Trustee Bank Fees and Expenses			23
Section 11.02 Indemnification			23
ARTICLE XII. MISCELLANEOUS			24
Section 12.01 Conveyance by the Owner Trustee is Binding			24
Section 12.02 Instructions; Notices			24
Section 12.03 Severability			25

TABLE OF CONTENTS
(continued)

		Page
Section 12.04 Limitation of Liability			25
Section 12.05 Separate Counterparts			25
Section 12.06 Successors and Assigns			25
Section 12.07 Headings			26
Section 12.08 Governing Law			26
Section 12.09 Nonpetition Covenants			26
Section 12.10 No Recourse			26
Section 12.11 Acceptance of Terms of Agreement			26
ARTICLE XIII. COMPLIANCE WITH REGULATION AB			27
Section 13.01 Intent of the Parties; Reasonableness			27
Section 13.02 Additional Representations and Warranties of the Trustee Bank			27
Section 13.03 Information to Be Provided by the Owner Trustee			27

EXHIBITS

EXHIBIT A FORM OF TRUST CERTIFICATE			A-1
EXHIBIT B CERTIFICATE OF TRUST OF DISCOVER CARD EXECUTION NOTE TRUST			B-1
EXHIBIT C FORM OF TRUSTEE BANK’S LITIGATION CERTIFICATE			C-1

     TRUST AGREEMENT, dated as of July 2, 2007, between DISCOVER BANK, a Delaware banking corporation, as Beneficiary (“ Discover Bank ”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as owner trustee (the “ Owner Trustee ”) for DISCOVER CARD EXECUTION NOTE TRUST (the “ Note Issuance Trust ”).

     WHEREAS, the parties desire to form the Note Issuance Trust as a Delaware statutory trust pursuant to the Delaware Statutory Trust Act;

     NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I.

DEFINITIONS

     Section 1.01 Definitions . For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

     (a) the terms defined in this Article have the meanings assigned to them in this Article I , and include the plural as well as the singular;

     (b) all other terms used herein which are defined in the Indenture either directly or by reference therein, have the meanings assigned to them therein;

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

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

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

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

     “ Affiliate ” is defined in the Indenture.

     “ Agreement ” means this Trust Agreement for the Discover Card Execution Note Trust, as the same may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

     “ Beneficial Interest ” means the undivided beneficial interest of the Beneficiary in the assets of the Note Issuance Trust.

     “ Beneficiary ” means Discover Bank, as beneficial owner of the Note Issuance Trust, and each Permitted Affiliate Transferee under Section 10.02 .

     “ Beneficiary Trust Account ” means the account established by the Owner Trustee in the name and on behalf of the Note Issuance Trust in accordance with Section 4.04 .

     “ Business Day ” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are required or permitted by law to be closed in the following jurisdictions: (v) New York, New York, (w) the County of New Castle, Delaware, (x) the city in which the Corporate Trust Office is located, (y) St. Paul, Minnesota or (z) the city in which the principal executive office of any Seller with respect to any Master Trust is located.

     “ Certificate of Trust ” means the Certificate of Trust of the Note Issuance Trust in the form attached hereto as Exhibit B which will be filed for the Note Issuance Trust pursuant to Section 3810(a) of the Delaware Statutory Trust Act.

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

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

     “ Collateral Account Control Agreement ” means the Collateral Account Control Agreement, to be dated as of the date of the first issuance of Notes by the Note Issuance Trust, between the Note Issuance Trust, the Indenture Trustee and U.S. Bank National Association as securities intermediary, substantially in the form set forth as Exhibit 4.16 to the Registration Statement, as the same may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

     “ Collateral Certificate Transfer Agreement ” means the Collateral Certificate Transfer Agreement, to be dated as of the date of the first issuance of Notes by the Note Issuance Trust, between Discover Bank and the Note Issuance Trust, substantially in the form set forth as Exhibit 4.15 to the Registration Statement, as the same may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

     “ Corporate Trust Office ” is defined in the Indenture.

     “ Commission ” is defined in the Indenture.

     “ Delaware Statutory Trust Act ” means Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. §§ 3801, et seq ., as amended from time to time, and any successor statute thereto.

     “ Deliveries ” is defined in Section 12.02 .

     “ Disqualification Event ,” with respect to the Owner Trustee, means (a) the bankruptcy, insolvency or dissolution of the Owner Trustee, (b) the occurrence of the date of resignation of the Owner Trustee, as set forth in a notice of resignation given pursuant to Section 8.01 , (c) the delivery to the Owner Trustee of the instrument of removal referred to in Section 8.01 (or, if such instrument specifies a later effective date of removal, the occurrence of such later date), or (d) failure of the Owner Trustee to qualify under the requirements of Section 8.03 .

     “ Fitch ” is defined in the Indenture.

     “ Governmental Authority ” means any governmental department, commission, board, bureau, agency, court or other instrumentality of any nation, state, province, territory, commonwealth, municipality or other political subdivision thereof having jurisdiction over the Person in question.

     “ Indemnified Person ” is defined in Section 11.02 .

     “ Indenture ” means the Indenture, to be dated as of the date of the first issuance of Notes by the Note Issuance Trust, between the Note Issuance Trust and the Indenture Trustee, in substantially the form set forth as Exhibit 4.7 to the Registration Statement, as the same may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, including by Indenture Supplement for the issuance of Series of Notes.

     “ Indenture Supplement ” is defined in the Indenture.

     “ Indenture Trustee ” means U.S. Bank National Association, not in its individual capacity but solely as Indenture Trustee under the Indenture, and each successor Indenture Trustee under such Indenture, or such other party identified as the Indenture Trustee within the Indenture.

     “ Issuer Certificate ” is defined in the Indenture.

     “ Issuer Tax Opinion ” is defined in the Indenture.

     “ Master Trust ” is defined in the Indenture.

     “ Master Trust Tax Opinion ” is defined in the Indenture.

     “ Master Trust Trustee ” is defined in the Indenture.

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

     “ Moody’s ” is defined in the Indenture.

     “ Note ” is defined in the Indenture.

     “ Note Rating Agency ” is defined in the Indenture.

     “ Noteholder ” is defined in the Indenture.

     “ Outstanding Dollar Principal Amount ” is defined in the Indenture.

     “ Owner Trustee ” means Wilmington Trust Company, not in its individual capacity but solely as owner trustee under this Agreement (unless otherwise specified herein), and each successor trustee under Article VIII , in its capacity as owner trustee hereunder, and each co-trustee under and to the extent provided in Section 8.04 , in its capacity as owner trustee hereunder.

     “ Payment Date ” is defined in the Indenture.

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

     “ Periodic Filing ” means any filing or submission that the Note Issuance Trust is required to make with any federal, state or local authority or regulatory agency.

     “ Permitted Affiliate Transferee ” is defined in Section 10.02 .

     “ Pooling and Servicing Agreement ” is defined in the Indenture.

     “ Ratings Effect ” is defined in the Indenture.

     “ Registration Statement ” means Amendment No. 1 to the Registration Statement on Form S-3 of Discover Bank as Depositor, Discover Card Master Trust I as the issuing entity of the collateral certificate and the Note Issuance Trust as the issuing entity of the Notes, Registration Statement Nos. 333-141703 and 333-141703- 01, as filed with the Commission on June 7, 2007.

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

     “ Secretary of State ” means the Office of the Secretary of State of the State of Delaware.

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

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

     “ Seller ” means Discover Bank and its successors and assigns, and any other Seller designated in any applicable Pooling and Servicing Agreement or other applicable transfer or pooling agreement.

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

     “ Standard & Poor’s ” is defined in the Indenture.

     “ Terms Document ” is defined in the Indenture.

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

     “ Transaction Documents ” means the Indenture, any Indenture Supplement thereto, any Terms Document thereto, the Collateral Certificate Transfer Agreement, the Collateral Account Control Agreement, the Trust Certificate, the Certificate of Trust and other documents delivered in connection herewith and therewith.

     “ Trust ” means the statutory trust created by this Agreement and the filing of the Certificate of Trust with the Secretary of State and continued hereby.

     “ Trust Certificate ” is defined in Section 10.01 .

     “ Trust Estate ” is defined in Section 2.05 .

     “ Trustee Bank ” means Wilmington Trust Company in its individual capacity, each bank appointed as successor Owner Trustee under Article VIII in its individual capacity and each bank appointed as co-trustee under and to the extent provided in Section 8.04 in its individual capacity.

     “ UCC ” means the Uniform Commercial Code as in effect in the State of Delaware and any other applicable jurisdiction.

ARTICLE II.

ORGANIZATION;
DECLARATION OF TRUST BY THE OWNER TRUSTEE

     Section 2.01 Formation of Trust; Name . The Note Issuance Trust is hereby formed, and is hereby named “Discover Card Execution Note Trust”, under which name the Owner Trustee or the Beneficiary may conduct any activities and business of the Note Issuance Trust

contemplated hereby, execute contracts and other instruments on behalf of the Note Issuance Trust and sue and be sued on behalf of the Note Issuance Trust.

     Section 2.02 Transfer of Property to Trust; Initial Capital Contribution of Trust Estate . The Beneficiary hereby assigns, grants and transfers over to the Owner Trustee, as of the date hereof, $1.00. The Owner Trustee hereby acknowledges receipt in trust from the Beneficiary, as of the date hereof, of the foregoing contribution, which constitutes the initial Trust Estate.

     Section 2.03 Purposes and Powers; Trust To Operate as a Limited Purpose Entity .

     (a) The purpose of the Note Issuance Trust is to engage solely in a program of receiving transfers of assets comprising the Trust Estate, owning the Trust Estate, issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Note Issuance Trust may and shall have the power and authority to:

     (i) accept transfers of any assets comprising all or a portion of the Trust Estate and hold the Trust Estate;

     (ii) from time to time, in connection with its issuance of Notes, to enter into the Indenture, any Indenture Supplement thereto, and any Terms Document thereto, and to grant a security interest in the Trust Estate and grant a security interest in collateral accounts, collections accounts, funding accounts, reserve accounts, payment accounts and other trust accounts established under the Indenture, in each case consistent with the direction of the Beneficiary;

     (iii) from time to time authorize and approve the issuance of, and issue, Series, Classes or Tranches of Notes pursuant to the Indenture without limitation to aggregate amounts, the terms of which shall be determined by the Beneficiary, together with any registration statements, underwriting or similar agreements, prospectuses, offering memoranda or other documents necessary to permit the offering and sale of such notes on terms and conditions approved by the Beneficiary or the qualification of the Indenture under applicable law;

     (iv) from time to time receive payments and proceeds with respect to the Trust Estate and the Indenture and either invest or distribute those payments and proceeds, in each case as required by the terms of this Agreement and the Indenture;

     (v) from time to time make deposits to and withdrawals from collateral accounts, collections accounts, funding accounts, reserve accounts, payment accounts and other trust accounts established under the Indenture;

     (vi) from time to time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements;

     (vii) from time to time make payments on the Notes;

     (viii) from time to time accept transfers of additional collateral to be included in the Trust Estate;

          (ix) from time to time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Note Issuance Trust being party to any of the agreements contemplated in clauses (i) through (viii) above;

          (x) execute, deliver and perform the Transaction Documents and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in Section 2.03(b) );

          (xi) issue the Trust Certificate to the Beneficiary in accordance with Section 10.01 ; and

          (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Beneficiary.

In connection with any of the foregoing, the Note Issuance Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing.

     (b) The Note Issuance Trust, and each of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, on behalf of the Note Issuance Trust, are hereby authorized and shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, purchase agreements, private placement agreements, dealer agreements, issuing and paying agency agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, liquidity facilities, terms documents, notes, security agreements, and other agreements and instruments as are consistent with the purposes of the Note Issuance Trust. Without limiting the generality of the foregoing, the Note Issuance Trust, and each of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, on behalf of the Note Issuance Trust, are specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Note Issuance Trust including:

          (i) the Transaction Documents and each Issuer Certificate;

          (ii) the Notes;

          (iii) each interest rate, basis or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Note Issuance Trust and a counterparty to manage interest rate or currency risk relating to the Notes;

          (iv) the Trust Certificate;

          (v) any documents relating to listing securities on the Luxembourg Stock Exchange, the Irish Stock Exchange or another applicable exchange; and

          (vi) any other document necessary or desirable in connection with the fulfillment of the purposes of the Note Issuance Trust described in, and pursuant to, Section 2.03(a) .

     The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, on behalf of the Note Issuance Trust, to execute and deliver other agreements, documents, instruments and securities or to take other actions on behalf of the Note Issuance Trust in connection with the fulfillment of the purposes of the Note Issuance Trust described in, and pursuant to, Section 2.03(a) .

     (c) Each of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Note Issuance Trust, is hereby authorized and shall have the power to execute and file any Periodic Filings on behalf of the Note Issuance Trust.

     (d) Each of the Owner Trustee and the Beneficiary, on behalf of the Note Issuance Trust, is authorized to appoint calculation agents, notification agents and other agents (which may be the Beneficiary, the Owner Trustee, the Indenture Trustee or any affiliate thereof) to notify any Master Trust servicer or trustee of issuances of Notes, increases in any collateral certificate, and amounts due under or to be reallocated from or to the Notes, and to make any other determinations with respect to the application of funds under any indenture.

     (e) Each of the Owner Trustee and the Beneficiary will at all times maintain any books, records and accounts of the Note Issuance Trust separate and apart from those of any other Person, and each of the Beneficiary and the Owner Trustee will cause the Note Issuance Trust to hold itself out as being a Person separate and apart from any other Person.

     (f) The Note Issuance Trust will not engage in any business or own any assets unrelated to the purposes of the Note Issuance Trust.

     Section 2.04 Appointment of Owner Trustee . The Beneficiary hereby appoints Wilmington Trust Company as Owner Trustee of the Note Issuance Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein and, to the extent not inconsistent with this Agreement, in the Delaware Statutory Trust Act.

     Section 2.05 Declaration of Trust . The Owner Trustee hereby declares that it will hold the contribution described in Section 2.02 , and the other documents and assets described in Section 2.03 , together with any payments, proceeds or income of any kind from such documents or assets or any other source and any other property transferred, assigned, set over, pledged or otherwise conveyed to, and held by, the Note Issuance Trust pursuant to this Agreement, the Indenture or any Assignment of Additional Assets thereunder (collectively, the “ Trust Estate ”), upon the trust set forth herein and for the sole use and benefit of the Beneficiary. It is the intention of the parties hereto that the Note Issuance Trust constitute a statutory trust under the Delaware Statutory Trust Act and that this Agreement constitute the governing instrument of

such statutory trust. The parties hereto agree that they will take no action contrary to the foregoing intention. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Delaware Statutory Trust Act with respect to accomplishing the purposes of the Note Issuance Trust.

     Section 2.06 Title to Trust Estate . Title to all of the Trust Estate will be vested in the Note Issuance Trust as a separate legal entity until this Agreement terminates pursuant to Article VII ; provided , however , that if the laws of any jurisdiction require that title to any part of the Trust Estate be vested in the trustees of a trust, then title to that part of the Trust Estate will be deemed to be vested in the Owner Trustee or any co-trustee or separate trustee, as the case may be, appointed pursuant to Article VIII .

     Section 2.07 Nature of Interest in the Trust Estate . The Beneficiary will not have any legal title to or right to possession of any part of the Trust Estate.

     Section 2.08 Continuation of Trust; Principal Office of Owner Trustee . The Owner Trustee will file the Certificate of Trust with the Secretary of State and will maintain the Owner Trustee’s principal office in the State of Delaware. Nothing herein, however, shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments will be received by the Note Issuance Trust only in Delaware or New York and payments will be made by the Note Issuance Trust only from Delaware or New York, unless otherwise specified with respect to any Collateral Certificates or Notes in the related Indenture Supplement or Terms Document. The Note Issuance Trust will be located in Delaware and administered in Delaware and New York.

     Section 2.09 Tax Matters . The parties hereto intend that, for income and franchise tax purposes, the Note Issuance Trust will be treated as a security device and disregarded as an entity and its assets shall be treated as owned in whole by the Beneficiary, and the parties hereto will file all their tax returns in a manner consistent with that intent unless otherwise required by a taxing authority. Except as otherwise expressly provided herein, any tax elections required or permitted to be made by the Note Issuance Trust under the Code or otherwise will be made by the Beneficiary. The Note Issuance Trust will not elect to be treated as a corporation for any tax purpose.

     Section 2.10 Fiscal Year . The fiscal year of the Note Issuance Trust will end on the last day of November of each year.

     Section 2.11 Closing . The transfer, assignment, set-over, pledge and conveyance of the Trust Estate and the initial issuance of Notes will take place at the offices of Latham & Watkins LLP, Sears Tower Suite 5800, 233 S. Wacker, Chicago, IL 60606.

     Section 2.12 Books and Records . The Beneficiary agrees to record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) required to be filed with respect to the Trust Estate assigned by the Beneficiary pursuant to this Agreement, meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary under the applicable UCC to perfect the transfer, assignment, set-over, pledge and conveyance of the Trust Estate to the Note Issuance Trust, and to deliver a

file-stamped copy of such financing statements or amendments or other evidence of such filings to the Note Issuance Trust (excluding such amendments, which shall be delivered promptly after filing).

     Section 2.13 Limitation on Liability of Beneficiaries and Others . Any Beneficiary and any director or officer or employee or agent of such Beneficiary may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. To the extent permitted by applicable law, any Beneficiary, in its capacity as such, shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability. The Beneficiary shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

ARTICLE III.

REPRESENTATIONS AND
WARRANTIES OF THE BENEFICIARY

     Section 3.01 Representations and Warranties of the Beneficiary . The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement that:

     (a) The Beneficiary has been duly incorporated and is validly existing as a Delaware banking corporation, and has full corporate power and authority to execute and deliver this Agreement and any other documents related hereto to which it is a party and to perform the terms and provisions hereof and thereof.

     (b) The execution, delivery and performance of this Agreement by the Beneficiary and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by all necessary corporate action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Incorporation or By-Laws of the Beneficiary, and do not and will not conflict with or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property that is material to it, or to the best of the Beneficiary’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Agreement and the other Transaction Documents to which the Beneficiary is a party are the valid, binding and enforceable obligations of the Beneficiary, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles.

     (c) To the best of the knowledge of the Beneficiary, there are no proceedings or investigations pending against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary (i) asserting the invalidity of this Agreement or any of the Transaction Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this

Agreement or any of the Transaction Documents, (iii) seeking any determination or ruling which in the Beneficiary’s judgment would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents.

ARTICLE IV.

DISTRIBUTIONS OF FUNDS

     Section 4.01 Distribution of Funds . All funds received by the Note Issuance Trust to the extent not encumbered by the Indenture and otherwise available for distribution (or if encumbered by the Indenture, which have been released by the relevant parties benefiting from such encumbrance) will be distributed to the Beneficiary, including without limitation interest and earnings (net of losses and investment expenses) on funds on deposit in the Collections Account in accordance with Section 403(e) of the Indenture and funds specified to be payable to the Beneficiary under step (78) ( Allocation of Series Finance Charge Amounts ) of Section 3.01 , Section 3.04(5) and Section 3.05(5) of the Indenture Supplement for the DiscoverSeries Notes.

     Section 4.02 Payments from Trust Estate Only . All payments to be made by the Note Issuance Trust under this Agreement will be made only from the income and the capital proceeds derived from the Trust Estate and only to the extent that the Note Issuance Trust will have received income or capital proceeds from the Trust Estate. The Beneficiary agrees that it will look solely to the income and capital proceeds derived from the Trust Estate (to the extent available for payment as herein provided) and that, except as specifically provided herein, the Owner Trustee will not be subject to any liability in its individual capacity under this Agreement to the Beneficiary or to any other Person.

     Section 4.03 Method of Payment . All amounts payable to the Beneficiary pursuant to this Agreement will be paid by the Owner Trustee on behalf of the Note Issuance Trust to the Beneficiary or a nominee therefor in such manner as the Beneficiary may from time to time designate in written instructions to the Owner Trustee. All funds received by the Owner Trustee on behalf of the Note Issuance Trust not later than 2:00 p.m. (New York City time) on a Business Day will be applied by the Owner Trustee on that Business Day. Funds received after that time will be applied on the next following Business Day.

     Section 4.04 Establishment of Account . The Beneficiary hereby authorizes the Owner Trustee to establish and maintain an account in the name and on behalf of the Note Issuance Trust, into which all funds received by the Owner Trustee on behalf of the Note Issuance Trust shall be deposited. Such account shall be designated the Beneficiary Trust Account.

ARTICLE V.

DUTIES OF THE OWNER TRUSTEE

     Section 5.01 Action Upon Instructions .

     (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only. Accordingly, subject to Section 5.01(b) and 5.01(c) the Beneficiary will direct the Owner Trustee in the management of the Note Issuance Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article V . Notwithstanding any other provision of this Agreement, the Owner Trustee shall not take any action including but not limited to the execution of any documents, certificates or other instruments (other than the Transaction Documents and any documents, certificates or other instruments attached thereto or contemplated thereby), unless it receives written instructions from the Beneficiary.

     (b) The Owner Trustee will take such action or actions as may be specified in any instructions delivered in accordance with Section 5.01(a) ; provided , however , that the Owner Trustee will not be required to take any such action if the Trustee Bank will have been advised by counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Note Issuance Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in liability on the part of the Trustee Bank, unless the Trustee Bank will have received additional indemnification or security satisfactory to the Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action.

     (c) The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement, nor will the Owner Trustee be obligated to follow any such direction.

     (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to be in the best interests of the Beneficiary, and will have no liability to any Person for such action or inaction.

     (e) The Owner Trustee will, subject to this Section 5.01 , act in accordance with the instructions given to it by the Beneficiary pursuant to Section 5.01(a) , and to the extent the

Owner Trustee acts in good faith in accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person.

     Section 5.02 No Duty to Act Under Certain Circumstances . Notwithstanding anything contained herein to the contrary, neither the Trustee Bank nor the Owner Trustee, except a Trustee Bank authorized as co-trustee, will be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action would (i) require the consent, approval, authorization or order of, the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Trustee Bank; or (iii) subject the Trustee Bank to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Trustee Bank or the Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be at the reasonable expense of the Beneficiary) to determine whether any action required to be taken pursuant to this Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee may, or if instructed to do so by the Beneficiary, shall, appoint an additional trustee pursuant to Section 8.04 hereof to proceed with such action.

     Section 5.03 No Duties Except Under Specified Agreements or Instructions .

     (a) The Owner Trustee will not have any duty or obligation to manage, control, use, make any payment in respect of, register, record, insure, inspect, sell, dispose of, create, maintain or perfect any security interest or title in or otherwise deal with any part of the Trust Estate, prepare, file or record any document or report (including any tax related filing for any holder of Notes), or to otherwise take or refrain from taking any action under, or in connection with, this Agreement, the Note Issuance Trust or any document contemplated hereby to which the Note Issuance Trust or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in written instructions from the Beneficiary received pursuant to Section 5.01 ; and no implied duties or obligations will be read into this Agreement against the Owner Trustee. Unless otherwise directed by the Beneficiary in accordance with Section 5.01(a) , the Owner Trustee shall have no obligation or duty to take any action the Note Issuance Trust is authorized and empowered to take pursuant to Section 2.03(a) . The Trustee Bank nevertheless agrees that it will, in its individual capacity and at its own cost and expense, promptly take all action as may be necessary to discharge any lien, pledge, security interest or other encumbrance on any part of the Trust Estate which results from actions by or claims against the Trustee Bank not related to the Note Issuance Trust or the Owner Trustee’s ownership of any part of the Trust Estate.

     (b) The Owner Trustee agrees that it will not manage, control, use, lease, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to, or the authority conferred upon, the Owner Trustee pursuant to this Agreement, or (ii) in accordance with the express terms hereof or with written instructions from the Beneficiary pursuant to Section 5.01 . Unless otherwise directed by the Beneficiary in accordance with Section 5.01(a) , the Owner Trustee shall not be required to perform any obligations or duties of the

Note Issuance Trust under the Indenture, which duties and obligations shall be the sole responsibility of the Beneficiary.

     Section 5.04 Trust Operation . The operations of the Note Issuance Trust will be conducted in accordance with the following standards:

     (a) the Note Issuance Trust will conduct its own affairs in its own name through the Owner Trustee or the Beneficiary, or any agent appointed by either of them in accordance with this Agreement;

     (b) the Note Issuance Trust will not commingle its assets with those of the Beneficiary or any Affiliate of the Beneficiary;

     (c) the Note Issuance Trust will not own any asset or property other than the Trust Estate;

     (d) the Note Issuance Trust will have its own principal executive and administrative office or space through which its business is conducted (which, however, may be within the premises of and leased from the Beneficiary) separate from that of the Beneficiary;

     (e) the Note Issuance Trust will maintain books and records and bank accounts separate from those of any other person, except as contemplated by the Transaction Documents;

     (f) the Note Issuance Trust will pay its own liabilities out of its own funds;

     (g) the Note Issuance Trust will endeavor to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

     (h) the Note Issuance Trust will not incur debt except in connection with the purposes set forth in Section 2.03 of this Agreement;

     (i) the Note Issuance Trust will maintain an “arms-length relationship” with the Beneficiary;

     (j) the Note Issuance Trust will use telephone numbers separate from those of the Beneficiary;

     (k) the Note Issuance Trust will not pledge its assets for the benefit of any other Person, except as contemplated under the Indenture;

     (l) the Note Issuance Trust will hold itself out as a separate legal entity and correct any known misunderstanding regarding its separate identity;

     (m) the Note Issuance Trust will not engage, directly or indirectly, in any business or purposes other than those set forth in Section 2.03 of this Agreement;

     (n) the Note Issuance Trust will not enter into any transactions with any other Person other than authorized under or incidental to the Transaction Documents (which authorized transactions include without limitation any transactions or agreements contemplated by Section 2.03(b) of this Agreement);

     (o) the Note Issuance Trust will not guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of others; and

     (p) the Note Issuance Trust will use stationery through which all business correspondence and communication are conducted separate from those of the Beneficiary, and any forms of checks used by the Note Issuance Trust or that will be used by the Note Issuance Trust shall identify the Note Issuance Trust as the payor thereunder.

     Section 5.05 Execution of Documents . The Owner Trustee will, at the written direction of the Beneficiary, execute and deliver on behalf of the Note Issuance Trust such instruments, agreements and certificates contemplated hereby to which the Note Issuance Trust is a party (such direction to be conclusively evidenced by the Owner Trustee’s execution and delivery of such documents to, and acceptance by, the Beneficiary). The Beneficiary hereby instructs the Owner Trustee to execute, on behalf of the Note Issuance Trust, the Transaction Documents to which the Note Issuance Trust is a party and any documents, certificates or other instruments attached thereto or contemplated thereby.

ARTICLE VI.

CONCERNING THE TRUSTEE BANK

     Section 6.01 Acceptance of Trust and Duties . The Trustee Bank accepts the trust hereby created and agrees to perform the same but only upon the terms of this Agreement. The Trustee Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable under any circumstances in its individual capacity, except (i) for its own willful misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.07 , (iii) for the failure by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a) , or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation:

     (a) The Trustee Bank will not be personally liable for any error of judgment made in good faith by an authorized officer of the Owner Trustee so long as the same will not constitute gross negligence, bad faith or willful misconduct;

     (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary;

     (c) No provision of this Agreement or any Transaction Document will require the Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the

performance of any of its rights or powers hereunder, if the Trustee Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it, including such advances as the Trustee Bank may reasonably request;

     (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Note Issuance Trust;

     (e) The Trustee Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Beneficiary or with respect to any agreement entered into by the Note Issuance Trust;

     (f) Under no circumstances will the Trustee Bank be personally responsible or liable for the action or inaction of the Beneficiary, nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary’s duties hereunder or of any other Person acting for or on behalf of the Note Issuance Trust;

     (g) In no event shall the Trustee Bank be personally liable for special, consequential or punitive damages unless such damages result from its willful misconduct, bad faith or gross negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or provided to the Trustee Bank by, any other Person unless the Trustee Bank has actual knowledge that such information is incorrect;

     (h) The Trustee Bank shall not be personally liable for the default or misconduct of the Indenture Trustee under any of the Transaction Documents or otherwise, and the Trustee Bank shall have no obligation or liability to perform the obligations of the Note Issuance Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture; and

     (i) The Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.

     Section 6.02 Furnishing of Documents . The Owner Trustee will furnish to the Beneficiary, within a reasonable time under the circumstances after receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee with respect to the Note Issuance Trust or the Trust Estate.

     Section 6.03 No Representations and Warranties as to the Trust Estate . The Owner Trustee makes no representation or warranty as to, and shall not be liable for, the title, value, condition, design, operation, merchantability or fitness for use of the Trust Estate (or any part thereof) or any other representation or warranty, express or implied, whatsoever with respect to the Trust Estate (or any part thereof) except that the Owner Trustee, in its individual capacity, hereby represents and warrants to the Beneficiary that it will comply with the last sentence of Section 5.03(a) .

     Section 6.04 Signature of Periodic Filings . The Beneficiary will sign on behalf of the Note Issuance Trust any Periodic Filings of the Note Issuance Trust.

     Section 6.05 Reliance; Advice of Counsel . The Owner Trustee will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s certificate of the relevant party as to such fact or matter, and such officer’s certificate will constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Note Issuance Trust, the Owner Trustee may, at the expense of the Note Issuance Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

     Section 6.06 Not Acting in Individual Capacity . Except as provided in this Article VI , in accepting the trust hereunder the Trustee Bank acts solely as Owner Trustee hereunder and not in its individual capacity; and all Persons having any claim against the Note Issuance Trust or the Owner Trustee, whether by reason of the transactions contemplated by this Agreement or otherwise, will look only to the Trust Estate (or a part thereof, as the case may be) for payment or satisfaction thereof, except as specifically provided in this Article VI .

     Section 6.07 Representations and Warranties . The Trustee Bank, other than a Trustee Bank appointed as a co-trustee, hereby represents and warrants to the Beneficiary that:

     (a) The Trustee Bank is a Delaware banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware. The Trustee Bank has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

     (b) The Trustee Bank has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.

     (c) Neither the execution nor the delivery by it of this Agreement, the performance by it of its obligations under this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by the Trustee Bank with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on the Trustee Bank, or constitute any default under its charter documents or by-laws or any indenture, mortgage, lease, license, contract, agreement or instrument to which the Trustee Bank is a party or by which the Trustee Bank or any of the Trustee Bank’s properties may be bound.

     (d) The Trustee Bank complies with all of the requirements of Chapter 38, Title 12 of the Delaware Code relating to the qualification of a trustee of a Delaware statutory trust.

ARTICLE VII.

TERMINATION OF TRUST AGREEMENT

     Section 7.01 Termination of Trust Agreement .

     (a) The Note Issuance Trust shall dissolve upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the Delaware Statutory Trust Act. Any money or other property held as part of the Trust Estate following such distribution shall be distributed to the Beneficiary. The bankruptcy, insolvency, receivership, conservatorship, dissolution, termination or incapacity of the Beneficiary shall not (x) operate to terminate this Agreement or the Note Issuance Trust, or (y) entitle the Beneficiary’s legal representatives to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Note Issuance Trust or Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

     (b) The Beneficiary shall not be entitled to revoke or terminate the Note Issuance Trust.

     (c) Upon completion of the winding up of the Note Issuance Trust in accordance with the Delaware Statutory Trust Act, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Delaware Statutory Trust Act and thereupon the Note Issuance

Trust and this Agreement (other than Article XI ) shall terminate; provided , however , that any terms of this Agreement that by their terms purport to survive such termination (including, without limitation, Sections 11.02, 12.04, 12.09 and 12.10 ), shall continue in full force and effect.

ARTICLE VIII.

SUCCESSOR OWNER TRUSTEES, CO-TRUSTEES
AND SEPARATE OWNER TRUSTEES

     Section 8.01 Resignation and Removal of the Owner Trustee; Appointment of Successors . The Owner Trustee may resign at any time without cause by giving at least thirty (30) days prior written notice to the Beneficiary. The Beneficiary may remove the Owner Trustee at any time without cause upon the delivery to the Owner Trustee of a written instrument of removal. No such removal or resignation shall become effective until a successor Owner Trustee, however appointed, becomes vested as Owner Trustee hereunder pursuant to Section 8.02 . Upon the occurrence of a Disqualification Event with respect to the Owner Trustee, the Beneficiary shall remove the Owner Trustee and appoint a successor Owner Trustee by an instrument signed by the Beneficiary. If a successor Owner Trustee has not been appointed within 30 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or the Beneficiary may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor Owner Trustee has been appointed as above provided. Any successor Owner Trustee so appointed by such court will immediately and, except as provided in Section 8.02 below, without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such court. The Beneficiary will notify the Note Rating Agencies promptly after the resignation or removal of the Owner Trustee and promptly after the appointment of a successor Owner Trustee.

     Section 8.02 Transfer Procedures . Any successor Owner Trustee, however appointed, will execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment, and such other documents of transfer as may be necessary, and thereupon such successor Owner Trustee, without further act, will become vested with all the estates, properties, rights, powers, duties and trust of the predecessor Owner Trustee in the trust hereunder with like effect as if originally named an Owner Trustee herein and the predecessor Owner Trustee will be fully discharged of its duties and obligations to serve as Owner Trustee hereunder. The predecessor Owner Trustee shall promptly deliver to the successor Owner Trustee all documents, statements and monies held by it under this Agreement. The successor Owner Trustee shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

     Section 8.03 Qualification of Owner Trustee . Any Owner Trustee will at all times (i) be a trust company or a banking corporation under the laws of its state of incorporation or a national banking association, having all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on a trust business in the State of Delaware, (ii) comply with Section 3807 (and any other applicable Section) of the Delaware Statutory Trust Act, (iii) have a combined capital and surplus of not less than $50,000,000 (or

have its obligations and liabilities irrevocably and unconditionally guaranteed by an affiliated Person having a combined capital and surplus of at least $50,000,000) and (iv) have (or have a parent which has) a rating of at least Baa3 by Moody’s, at least BBB- by Standard & Poor’s or, if not rated, otherwise satisfactory to each Note Rating Agency.

     Section 8.04 Co-trustees and Separate Owner Trustees . Whenever the Owner Trustee or the Beneficiary shall deem it necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or bring any suit with respect to the Trust Estate, or whenever the Owner Trustee or the Beneficiary shall be advised by counsel satisfactory to them that such action is necessary or prudent, the Owner Trustee and the Beneficiary shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other actions, necessary or proper to appoint one or more Persons either as co-trustee or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as a separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof, and such rights or duties, as may be necessary or desirable, all for such period and under such terms and conditions as are satisfactory to the Owner Trustee and the Beneficiary. In case a Disqualification Event shall occur with respect to any such co-trustee or separate trustee, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee.

ARTICLE IX.

AMENDMENTS

     Section 9.01 Amendments .

     (a) This Agreement may be amended from time to time, by a written instrument executed by the Owner Trustee, at the written direction of the Beneficiary, and the Beneficiary, without the consent or the entitlement to vote of the Indenture Trustee or any Noteholders, so long as the Beneficiary has received written confirmation from Moody’s, Standard & Poor’s, Fitch and any other rating agency that rates at least 25% of the Outstanding Dollar Principal Amount of the Notes that such amendment will not cause a Ratings Effect; provided , however , that such amendment will not significantly change the permitted activities of the Note Issuance Trust as set forth in Section 2.03 . The Owner Trustee shall not be responsible for determining whether any such amendment to this Agreement will significantly change the permitted activities of the Note Issuance Trust as set forth in Section 2.03 .

     (b) This Agreement may also be amended from time to time, by a written instrument executed by the Owner Trustee, at the written direction of the Beneficiary, and the Beneficiary, so long as the Beneficiary has received written confirmation from each Note Rating Agency that such amendment will not cause a Ratings Effect, in the case of a significant change to the permitted activities of the Note Issuance Trust as set forth in Section 2.03(a) , with the consent of holders of a majority of the Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such change, voting as a single class (such majority to be calculated without taking into account the Outstanding Dollar Principal Amount represented by

any Note beneficially owned by any Beneficiary or any Affiliate or agent of any Beneficiary); provided , however , that, without the consent of the holders of all of the Notes then outstanding, no such amendment shall reduce the aforesaid percentage of the Outstanding Dollar Principal Amount of the Notes, the holders of which are required to consent to any such amendment.

     (c) Promptly after the execution of any such amendment or consent, the Beneficiary, on behalf of the Note Issuance Trust, shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each Note Rating Agency.

     (d) It shall not be necessary for the consent of the Noteholders pursuant to this Section 9.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

     (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State.

     (f) The Owner Trustee shall be entitled to receive, and shall be fully protected in relying upon, an officer’s certificate of the Beneficiary to the effect that the conditions to such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

ARTICLE X.

BENEFICIAL INTERESTS AND CERTIFICATES

     Section 10.01 Issuance of Trust Certificates .

     (a) Promptly following the execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “ Trust Certificate ”) evidencing the Beneficiary’s Beneficial Interest in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement.

     (b) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate.

     (c) The Owner Trustee will maintain at its office referred to in Section 2.08 , or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder.

     (d) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust

Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.

     Section 10.02 Beneficial Interest; Prohibitions on Transfer .

     (a) The Beneficial Interest will initially be beneficially owned by Discover Bank. Transfers of all or a portion of the Beneficial Interest and the Trust Certificate may be made between Discover Bank and any other Person who is an Affiliate of Discover Bank (a “ Permitted Affiliate Transferee ”) upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Interest to any other Person, except to any Permitted Affiliate Transferee. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Master Trust Trustee and the Owner Trustee, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void.

     (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Interest substantially as follows:

“THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.”

     (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Interest and the Trust Certificate complies with the Securities Act.

     Section 10.03 Lost or Destroyed Trust Certificate . If the Trust Certificate shall become mutilated, destroyed, lost or stolen, the Owner Trustee on behalf of the Note Issuance Trust will, upon the written request of the Beneficiary, and compliance with all applicable terms of this paragraph, execute and deliver to such holder in replacement thereof a new Trust Certificate dated the same date as on the Trust Certificate so mutilated, destroyed, lost or stolen. If the Trust Certificate being replaced has been mutilated, destroyed, lost or stolen, the Beneficiary will furnish to the Owner Trustee such security or indemnity as may be reasonably required by the

Owner Trustee to save the Owner Trustee harmless from any damage, loss or liability in connection with such Trust Certificate, and the Owner Trustee may require from the Beneficiary payment of a sum to reimburse the Owner Trustee for, or to provide funds for, the payment of any costs, fees and expenses and any tax or other governmental charge in connection therewith and any charges paid or payable by the Owner Trustee.

ARTICLE XI.

COMPENSATION OF TRUSTEE BANK AND INDEMNIFICATION

     Section 11.01 Trustee Bank Fees and Expenses . The Beneficiary will pay to the Trustee Bank all fees and other charges described in a separate fee agreement dated as of the date hereof between the Beneficiary and the Trustee Bank promptly when due thereunder and reimburse the Trustee Bank for all other reasonable out-of-pocket costs and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with its acting as Owner Trustee of the Note Issuance Trust. Except to the extent specifically provided in Section 703 of the Indenture, payment of such fees and expenses will not be a recourse obligation of the Note Issuance Trust and will not be payable out of the Trust Estate.

     Section 11.02 Indemnification . To the fullest extent permitted by law, the Beneficiary hereby agrees, whether or not any of the transactions contemplated by this Agreement will be consummated, to assume liability for, and hereby indemnifies, protects, saves and keeps harmless the Trustee Bank and its officers, directors, successors, assigns, legal representatives, agents and servants (each an “ Indemnified Person ”), from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other Person) in any way relating to or arising out of this Agreement or any other related documents or the enforcement of any of the terms of any thereof, the administration of the Trust Estate or the action or inaction of the Owner Trustee, or the Trustee Bank under this Agreement, except, in any such case, to the extent that any such liabilities, obligations, losses, damages, penalties, claims, actions, investigations, proceedings, costs, expenses and disbursements are the result of any of the matters described in the third sentence of Section 6.01 ; provided , however , that the Beneficiary shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Person’s own willful misconduct, bad faith or gross negligence, or (ii) the inaccuracy of any representation or warranty contained in Section 6.07 made by the Indemnified Person.

     In case any such action, investigation or proceeding will be brought involving an Indemnified Person, the Beneficiary will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Trustee Bank will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable counsel fees and expenses of such counsel will be paid by the Beneficiary. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section 11.02 , the Trustee Bank’s choice of legal counsel shall be subject to the approval of the Beneficiary, which approval shall not be unreasonably withheld.

     Except to the extent specifically provided in Section 703 of the Indenture, the payment of such indemnified amounts will not be a recourse obligation of the Note Issuance Trust and will not be payable out of the Trust Estate.

     The indemnification set forth herein will survive the termination of this Agreement and the resignation or removal of the Trustee Bank.

ARTICLE XII.

MISCELLANEOUS

     Section 12.01 Conveyance by the Owner Trustee is Binding . Any sale or other conveyance of any part of the Trust Estate by the Owner Trustee on behalf of the Note Issuance Trust made pursuant to the terms of this Agreement will bind the Beneficiary and will be effective to transfer or convey all beneficial interest of the Owner Trustee and the Beneficiary in and to such part of the Trust Estate, as the case may be. No purchaser or other grantee will be required to inquire as to the authorization, necessity, expediency or regularity of such sale or conveyance or as to the application of any sale or other proceeds with respect thereto by the Owner Trustee or the officers.

     Section 12.02 Instructions; Notices . All instructions, notices, requests or other communications (“ Deliveries ”) desired or required to be given under this Agreement will be in writing and will be sent by (a) certified or registered mail, return receipt requested, postage prepaid, (b) national prepaid overnight delivery service, (c) telecopy or other facsimile transmission, (d) electronic mail or (e) personal delivery, with receipt acknowledged in writing, to the following addresses:

	(i)		if to Discover Bank:
			Discover Bank 12 Read’s Way New Castle, Delaware 19720 Attention: Secretary Facsimile: (302) 323-7393 E-mail: discoversecuritzation@discoverfinancial.com
	(ii)		if to the Owner Trustee:
			Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: Corporate Trust Administration Fax: (302) 636-4140 E-mail: jluce@wilmingtontrust.com

     All Deliveries will be deemed given when actually received or refused by the party to whom the same is directed (except to the extent sent by certified or registered mail, return receipt requested, postage prepaid, in which event such Deliveries will be deemed given three days after the date of mailing and except to the extent sent by telecopy or other facsimile transmission, in which event such Deliveries will be deemed given when answer back is received). Either party may designate a change of address or supplemental address by notice to the other party, given at least fifteen (15) days (or such shorter period of time as such other party shall agree to) before such change of address is to become effective.

     Section 12.03 Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable any provision hereof in any other jurisdiction.

     Section 12.04 Limitation of Liability .

     (a) To the fullest extent permitted by applicable law, neither the Beneficiary nor any officer, director, employee, agent, partner, shareholder, trustee or principal of the Beneficiary, the Note Issuance Trust or any Person owning, directly or indirectly, any legal or beneficial interest in the Beneficiary, will have any liability or obligation with respect to the Note Issuance Trust or the performance of this Agreement or any other agreement, document or instrument executed by the Note Issuance Trust, and the creditors of the Note Issuance Trust and all other Persons will look solely to the Trust Estate for the satisfaction of any claims with respect thereto. The foregoing limitation of liability is subject to Section 12.06 and is in addition to, and not exclusive of, any limitation of liability applicable to the Persons referred to above by operation of law. The provisions of this Section 12.04 shall survive the termination of this Agreement and the resignation or removal of the Trustee Bank.

     (b) All agreements entered into by the Note Issuance Trust under which the Note Issuance Trust would have any material liability will contain an exculpatory provision substantially to the following effect ( provided , however , that the failure of any agreement to contain such an exculpatory provision shall not be deemed nor construed as evidence that a contrary result is intended):

Neither any trustee nor any beneficiary of Discover Card Execution Note Trust nor any of their respective officers, directors, employers or agents will have any liability with respect to this agreement, and recourse may be had solely to the assets of Discover Card Execution Note Trust with respect thereto.

     Section 12.05 Separate Counterparts . This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

     Section 12.06 Successors and Assigns . All covenants and agreements contained herein will be binding upon, and inure to the benefit of, the Owner Trustee and its successors and assigns and the Beneficiary and its successors and permitted assigns, all as herein provided. Any

request, notice, direction, consent, waiver or other instrument or action by the Beneficiary will bind the successors and assigns of the Beneficiary.

     Section 12.07 Headings . The headings of the various Sections herein are for convenience of reference only and will not limit any of the terms or provisions herein.

     Section 12.08 Governing Law . THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.

     Section 12.09 Nonpetition Covenants . To the fullest extent permitted by applicable law, notwithstanding any prior termination of the Note Issuance Trust or this Agreement, the Owner Trustee and the Beneficiary, by its acceptance of the Beneficial Interest, shall not at any time with respect to the Note Issuance Trust or any applicable Master Trust acquiesce, petition or otherwise invoke or cause the Note Issuance Trust or any applicable Master Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Note Issuance Trust or any applicable Master Trust under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Note Issuance Trust or any applicable Master Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Note Issuance Trust or any applicable Master Trust; provided , that this Section 12.09 shall not operate to preclude any remedy described in Article VII of the Indenture. The provisions of this Section 12.09 shall survive the termination of this Agreement and the resignation or removal of the Trustee Bank.

     Section 12.10 No Recourse . The holder of the Trust Certificate by accepting the Trust Certificate acknowledges that the Trust Certificate does not represent an interest in or obligation of the Beneficiary, the Owner Trustee (in its individual capacity), the Indenture Trustee or any Affiliate thereof, and no recourse may be had against such parties or their assets, or against the assets pledged under the Indenture. The provisions of this Section 12.10 shall survive the termination of this Agreement and the resignation or removal of the Trustee Bank.

     Section 12.11 Acceptance of Terms of Agreement . THE RECEIPT AND ACCEPTANCE OF THE TRUST CERTIFICATE BY THE BENEFICIARY, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE BENEFICIARY OF ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST THAT THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND THE BENEFICIARY.

ARTICLE XIII.

COMPLIANCE WITH REGULATION AB

     Section 13.01 Intent of the Parties; Reasonableness . Discover Bank as the Beneficiary and the Trustee Bank acknowledge and agree that the purpose of this Article XIII is to facilitate compliance by Discover Bank with the provisions of Regulation AB and related rules and regulations of the Commission. Discover Bank shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than Discover Bank’s compliance with the Securities Act, the Securities Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Trustee Bank agrees to cooperate in good faith with any reasonable request by Discover Bank for information regarding the Trustee Bank which is required in order to enable Discover Bank to comply with the provisions of Regulation AB as it relates to the Trustee Bank or to the Trustee Bank’s obligations under this Agreement. Terms used in this Article XIII that are defined in Regulation AB but are not defined in Section 1.01 of this Agreement shall have the meanings ascribed to them in Regulation AB.

     Section 13.02 Additional Representations and Warranties of the Trustee Bank . The Trustee Bank shall be deemed to represent to Discover Bank, as of the date on which information is provided under Section 1503 of the Indenture that, except as disclosed in writing to Discover Bank prior to such date to the best of its knowledge: (i) neither the execution, delivery and performance by the Trustee Bank of this Agreement or any of the Transaction Documents, the performance by the Trustee Bank of its obligations under this Agreement or any of the Transaction Documents nor the consummation of any of the transactions by the Trustee Bank contemplated thereby, is in violation of any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Trustee Bank is a party or by which it is bound, which violation would have a material adverse effect on the Trustee Bank’s ability to perform its obligations under this Agreement or any of the Transaction Documents, or of any judgment or order applicable to the Trustee Bank; and (ii) there are no proceedings pending or threatened against the Trustee Bank in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Trustee Bank to enter into this Agreement or any of the Transaction Documents or to perform its obligations under this Agreement or any of the Transaction Documents.

     Section 13.03 Information to Be Provided by the Owner Trustee .

     (a) The Trustee Bank shall (i) on or before the fifth Business Day of each month, provide to Discover Bank, in writing, such information regarding the Trustee Bank as is requested for the purpose of compliance with Item 1117 of Regulation AB, including but not limited to a letter addressed to Discover Bank in substantially the form (with appropriate insertions) of Exhibit C hereto, and (ii) as promptly as practicable following notice to or discovery by the Trustee Bank of any changes to such information, provide to Discover Bank, in writing, such updated information.

     (b) The Trustee Bank shall (i) in connection with any Securitization Transaction which requires a prospectus, prospectus supplement, offering memorandum or related documents, provide to Discover Bank such information regarding the Trustee Bank as is requested and within the timeframe as is reasonably requested for purposes of compliance with Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Trustee Bank of any material changes to such previously provided information or to the business operations of the Trustee Bank, provide to Discover Bank, in writing (with a copy to Moody’s in the case of clause (C) below), such updated information, and such other information as may be reasonably requested for purposes of satisfying Exchange Act reporting obligations of the Note Issuance Trust. Such information shall include, at a minimum:

          (A) the Trustee Bank’s name and form of organization;

          (B) a description of the extent to which the Trustee Bank has had prior experience serving as a trustee for asset-backed securities transactions involving credit card receivables;

          (C) a description of any affiliation between the Trustee Bank and any of the following parties to a Securitization Transaction, as such parties are identified by name to the Trustee Bank by Discover Bank in writing at least three Business Days in advance of such Securitization Transaction:

	(1)		the sponsor;
	(2)		any depositor;
	(3)		the issuing entity;
	(4)		any servicer;
	(5)		any trustee;
	(6)		any originator;
	(7)		any significant obligor;
	(8)		any enhancement or support provider; and
	(9)		any other material transaction party.

In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding between the Trustee Bank and any of the above specified parties that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from such Securitization Transaction, the Agreement and any of the Transaction Documents that currently exists or that existed during the past two years, and that is material to an investor’s understanding of the asset-backed securities.

     With respect to the information required to be provided under this Section 13.03 , the Trustee Bank shall not be required to provide such information in the event that there has been no change to the information previously provided by the Trustee Bank to Discover Bank but shall at Discover Bank’s request confirm that there has been no change. In connection with each Report on Form 10-K with respect to the Notes and each Report on Form 10-D with respect to the Notes filed by or on behalf of Discover Bank, the Trustee Bank shall be deemed to represent and warrant, as of February 13 ^th of each year for the Report on Form 10-K and as of the related Payment Date for each Report on Form 10-D, that any information previously provided by the Trustee Bank under this Article XIII is materially correct and does not have any material omissions unless the Trustee Bank has provided an update to such information.

[Signature Page to Follow]

     IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be duly executed as of the day and year first above written.

		DISCOVER BANK
		By:		/s/ Michael F. Rickert   Name: Michael F. Rickert Title: Vice President, Chief Financial Officer and Treasurer
		WILMINGTON TRUST COMPANY
		By:		/s/ Jeanne M. Oller   Name: Jeanne M. Oller Title: Senior Financial Services Officer

[Signature Page to the Trust Agreement for Discover Card Execution Note Trust]

EXHIBIT A

[FORM OF] TRUST CERTIFICATE

THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS.

DISCOVER CARD EXECUTION NOTE TRUST

TRUST CERTIFICATE

(This Certificate does not represent an interest in or obligation of Discover Bank or any of its affiliates, except to the extent described below.)

     THIS CERTIFIES THAT Discover Bank is the registered beneficial owner of one hundred percent (100%) of the beneficial interest in Discover Card Execution Note Trust (the “ Note Issuance Trust ”), a Delaware statutory trust created by Discover Bank, a Delaware banking corporation (“ Discover Bank ”).

     The Note Issuance Trust was created and exists pursuant to (i) the filing of the Certificate of Trust with the Secretary of State of the State of Delaware and (ii) the Trust Agreement for the Discover Card Execution Note Trust, dated as of July 2, 2007 (the “ Trust Agreement ”), between Discover Bank, as Beneficiary, and Wilmington Trust Company, as owner trustee (the “ Owner Trustee ”). To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement as specified in Section 1.01 .

     This Certificate is the duly authorized Certificate evidencing a beneficial interest in the Note Issuance Trust (herein called the “ Certificate ”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Beneficiary by virtue of the acceptance hereof assents and by which the Beneficiary is bound.

     Notwithstanding any prior termination of the Trust Agreement, the Beneficiary, by its acceptance of this Certificate, covenants and agrees that, to the fullest extent permitted by applicable law, it shall not at any time with respect to the Note Issuance Trust or any applicable Master Trust, acquiesce, petition or otherwise invoke or cause the Note Issuance Trust or any applicable Master Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Note Issuance Trust or any applicable Master Trust under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar

official of the Note Issuance Trust or any applicable Master Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Note Issuance Trust or any applicable Master Trust.

     Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Certificate shall not entitle the Holder hereof to any benefit under the Trust Agreement or any Transaction Document or be valid for any purpose.

     THIS CERTIFICATE AND THE TRUST AGREEMENT WILL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY CONFLICT-OF-LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE BENEFICIARY SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Note Issuance Trust and not in its individual capacity pursuant to the Trust Agreement, has caused this Certificate to be issued by the Note Issuance Trust as of the date hereof.

		DISCOVER CARD EXECUTION NOTE TRUST
		By:		Wilmington Trust Company, not in its
				individual capacity but solely as Owner
				Trustee
		By:
				Name:
				Title:

Date: ____ __, 200_

ANNEX I to EXHIBIT A

Registered Owner and address:

Discover Bank
12 Read’s Way
New Castle, Delaware 19720

Tax Identification Number: 51-0020270

EXHIBIT B

CERTIFICATE OF TRUST OF
DISCOVER CARD EXECUTION NOTE TRUST

     THIS Certificate of Trust of Discover Card Execution Note Trust (the “ Note Issuance Trust ”) has been duly executed and is being filed by Wilmington Trust Company, as owner trustee, to create a statutory trust under the Delaware Statutory Trust Act (12 Del. C. , § 3801 et seq .).

     1. Name. The name of the statutory trust created hereby is Discover Card Execution Note Trust.

     2. Delaware Trustee. The name and business address of the owner trustee of the Note Issuance Trust in the State of Delaware are Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attn: Corporate Trust Administration.

     3. Effective Date. This Certificate of Trust shall be effective on July 2, 2007.

     IN WITNESS WHEREOF, the undersigned, has executed this Certificate of Trust in accordance with Section 3811(a) of the Delaware Statutory Trust Act.

		Wilmington Trust Company, not in its individual
		capacity but solely as Owner Trustee
		By:
				Name:
				Title:

EXHIBIT C

FORM OF TRUSTEE BANK’S LITIGATION CERTIFICATE
DISCOVER CARD EXECUTION NOTE TRUST

     The undersigned, a [                      ] of Wilmington Trust Company (the “ Trustee Bank ”), a banking corporation organized under the laws of the Delaware, DOES HEREBY CERTIFY as follows:

     To my knowledge, during the calendar month preceding the calendar month of the date hereof[, except as set forth on Exhibit A hereto,] no legal proceeding (including proceedings of governmental authorities) against the Trustee Bank or against the property of the Trustee Bank that is material to security holders of any series of Notes issued by Discover Card Execution Note Trust, was initiated, terminated or experienced any developments that are material to such security holders.

     IN WITNESS WHEREOF, the undersigned has caused this Certificate to be duly executed this [___] day of [                      ], [___].

		By:
				Name:
				Title:

Exhibit 4.2

Execution Copy

DISCOVER BANK
Master Servicer, Servicer and Seller

and

U.S. BANK NATIONAL ASSOCIATION
Trustee

on behalf of the Certificateholders

THIRD AMENDMENT TO AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
dated as of November 3, 2004

DISCOVER CARD MASTER TRUST I

Dated as of
July 26, 2007

     This THIRD AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (this “ Amendment ”), dated as of July 26, 2007, is entered into by and between DISCOVER BANK, a Delaware banking corporation (formerly Greenwood Trust Company), as Master Servicer, Servicer and Seller (“ Discover Bank ”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (formerly First Bank National Association, successor trustee to Bank of America Illinois, formerly Continental Bank, National Association), as Trustee (the “ Trustee ”).

          WHEREAS, Discover Bank and the Trustee entered into that certain Pooling and Servicing Agreement dated as of October 1, 1993, as amended, which was restated in its entirety by that certain Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, by and between Discover Bank and the Trustee, relating to Discover Card Master Trust I, as amended by that certain First Amendment to Amended and Restated Pooling and Servicing Agreement and Global Amendment to Certain Series Supplements thereto, dated as of January 4, 2006, and that certain Second Amendment to Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2006, (as amended, the “ Agreement ”); and

          WHEREAS, pursuant to Sections 13.01(a)(ii) of the Agreement, Discover Bank and the Trustee desires to amend Sections 6.06 and 11.02 of the Agreement, in a manner that shall not adversely affect in any material respect the interests of the Holders of any Class of any Series currently outstanding, in contemplation of one or more Series that will issue only collateral certificates to an entity or entities that will issue securities supported by, among other things, such collateral certificates.

          NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, each party agrees as follows for the benefit of the other parties and for the benefit of the Certificateholders:

          1. Definitions . Unless otherwise specified, capitalized terms used in this Amendment shall have the same meanings ascribed to them in the Agreement.

          2. Amendments to the Agreement .

          (a) Effective as of the date hereof Section 6.06 of the Pooling and Servicing Agreement is amended by replacing paragraph (a) thereof with the following paragraph:

“(a) The Sellers may direct the Trustee to issue, from time to time, one or more Series subject to the conditions described below (each such issuance, a “New Issuance”). The Sellers may effect a New Issuance by notifying the Trustee, in writing, at least three days in advance of the date upon which the New Issuance is to occur. Any notice of the New Issuance shall state the designation of any Series to be issued on the date of the New Issuance and, with respect to each such Series: (i) its Series Initial Investor Interest, (ii) the Certificate Rate of each Class or Subclass, if applicable, of such Series; (iii) its Payment Dates and the date from which interest shall accrue; (iv) its Series Termination Date and (v) any other terms that the Sellers set forth in such notice of a New Issuance; provided ,

however , that any notice of a New Issuance with respect to any Series that issues only collateral certificates to an entity or entities that will issue securities supported by, among other things, such collateral certificates, shall, in lieu of stating the information in clauses (i) through (v) above, attach a copy of the Series Supplement therefor, in a form substantially agreed upon by the Sellers, the Master Servicer, the Servicers and the Trustee. On the date of the New Issuance, the Trustee shall authenticate and deliver any such Series only upon satisfaction of the following conditions: (a) Discover Bank on behalf of the Holder of the Seller Certificate shall have delivered to the Trustee a Series Supplement executed by the Sellers, the Master Servicer, the Servicers and the Trustee that specifies the terms of such Series, (b) the Sellers shall have delivered to the Trustee written confirmation from the Rating Agencies that the New Issuance will not result in the reduction or withdrawal of the ratings of any Class of any Series then outstanding rated by each Rating Agency, (c) the Sellers shall have delivered to the Trustee and the Rating Agencies (A) with respect to each New Issuance, an opinion of counsel dated as of the date of such New Issuance to the effect that, although not free from doubt, the Investor Certificates of such New Issuance will be treated as indebtedness of the Sellers for federal income and Delaware (and any other state where substantial servicing activities are conducted by an Additional Seller with respect to Accounts serviced by such Additional Seller, or by Discover Bank if there is a substantial change from Discover Bank’s present servicing activity, if any, in such state) state income or franchise tax purposes; provided , however , such opinion shall not be required for any New Issuance with respect to any Series that issues only collateral certificates to an entity or entities that will issue securities supported by, among other things, such collateral certificates, and (B) with respect to each New Issuance other than the New Issuance related to the first Series issued by the Trust, an opinion of counsel dated as of the date of such New Issuance to the effect that such New Issuance will not adversely affect the conclusion set forth in any prior opinion of counsel delivered pursuant to this clause (c) as to the treatment of the Investor Certificates of any such prior Series as indebtedness of the Sellers or as to the treatment of the Trust as a mere security device and (d) Discover Bank on behalf of the Holder of the Seller Certificate shall not be required to designate Additional Accounts or convey Participation Interests to the Trust pursuant to Section 2.10(a) as a result of such New Issuance. The Series Supplement with respect to any New Issuance may modify or amend the terms of this Agreement, provided , that such modifications or amendments shall apply solely with respect to such Series. Upon satisfaction of such conditions, the Trustee shall issue, as provided in Section 6.06(d), such Series of Investor Certificates dated as of the date of the New Issuance.”

          (b) Effective as of the date hereof Section 11.02(c) of the Pooling and Servicing Agreement is amended by replacing paragraph (c) thereof with the following paragraph:

“(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any Series Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders (or, for any Series that issues only collateral certificates to an entity or entities that will issue securities supported by, among other things, such collateral certificates, to the holders of such securities, if the documents governing the terms of such securities so provide) pursuant to the provisions of this Agreement or any Series Supplement, unless such Certificateholders (or the holders of such securities, as applicable) shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; provided, however, that nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of any Master Servicer Termination Event or any Servicer Termination Event (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement or any Series Supplement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs;”

          (c) Effective as of the date hereof Section 13.04 of the Pooling and Servicing Agreement is amended by replacing the entire section with the following paragraph:

     “Section 13.04 Governing Law; Exclusive Forum . Except as otherwise specifically provided herein (including the provisions of any Series Supplement making an election under the Delaware Asset-Backed Securities Facilitation Act, which Act is specifically intended to apply hereto), this Agreement and the Certificates shall be construed in accordance with the internal laws of the State of New York without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Each of Discover Bank and the Trustee hereby irrevocably consents and agrees that any legal or equitable action or proceeding brought by it arising under or in connection with the Agreement, as amended, the Indenture (as amended, the “Indenture”) dated as of July 26, 2007, between the Note Issuance Trust and U.S. Bank National Association as Indenture Trustee, the Series 2007-CC Collateral Certificate Transfer Agreement, the Series 2007-CC Collateral Certificate or the Notes (each as defined in the Indenture) shall be brought exclusively in any federal or state court in the State of Delaware, and hereby irrevocably waives, and agrees not to assert in any action or proceeding brought against Discover Bank or the Trustee, any claim that it is not personally subject to the jurisdiction of any such court.

          3. Effect Upon the Agreement . Except as specifically set forth herein, the Agreement shall remain in full force and effect and is hereby ratified and confirmed.

          4. Incorporation by Reference . The provisions of Sections 13.04 (Governing Law), 13.07 (Severability of Provisions), 13.10 (Further Assurances), 13.12 (Counterparts) and 13.13 (Third Party Beneficiaries) of the Agreement shall be incorporated into this Amendment,

3

           mutatis mutandis , as if references to “this Agreement” in the Agreement were references to this Amendment.

[Remainder of page intentionally blank; signature page follows]

      IN WITNESS WHEREOF, Discover Bank and the Trustee have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.

		DISCOVER BANK, as Master Servicer, Servicer and Seller
		By:		/s/ Michael F. Rickert
		Name:		Michael F. Rickert
		Title:		Vice President, Chief Financial Officer and Treasurer
		U.S. BANK NATIONAL ASSOCIATION, as Trustee
		By:		/s/ Patricia M. Child
		Name:		Patricia M. Child
		Title:		Vice President

Signature Page to Third Amendment
to Amended and Restated Pooling and Servicing Agreement

Exhibit 4.3

Execution Copy

DISCOVER BANK

Master Servicer, Servicer and Seller

and

U.S. BANK NATIONAL ASSOCIATION

Trustee

on behalf of the Certificateholders

SERIES SUPPLEMENT

Dated as of July 26, 2007

to

AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

Dated as of November 3, 2004, as amended

DISCOVER CARD MASTER TRUST I

SERIES 2007-CC

TABLE OF CONTENTS

		Page
SECTION 1. Definitions			1
SECTION 2. Subordination			10
SECTION 3. Representations and Warranties of the Sellers			10
SECTION 4. Representations, Warranties and Covenants of Discover Bank as Master Servicer and Servicer			11
SECTION 5. Representations and Warranties of Other Servicers			12
SECTION 6. Representations, Warranties and Covenants of the Trustee			12
SECTION 7. Authentication of Certificates			13
SECTION 8. Establishment and Administration of Investor Accounts			13
SECTION 9. Allocations of Collections			14
SECTION 10. Servicing Compensation			21
SECTION 11. Investor Certificateholders’ Monthly Statement			21
SECTION 12. Purchase of Notes; Sales of Receivables			21
SECTION 13. Ratification of Pooling and Servicing Agreement			22
SECTION 14. Counterparts			22
SECTION 15. Governing Law			22
SECTION 16. Intention of Parties			22
SECTION 17. Amendment for Sale Accounting Purposes			22
SECTION 18. Election Under Delaware Asset-Backed Securities Facilitation Act			23
SECTION 19. Increases to Series Investor Interest			23
SECTION 20. Amendments for Additional Collateral Certificates			24

EXHIBITS

EXHIBIT A: Form of Series 2007-CC Investor Certificate

EXHIBIT B: Form of Certificateholders’ Monthly Statement

DISCOVER CARD MASTER TRUST I
SERIES 2007-CC INVESTOR CERTIFICATE

          This Series of Master Trust Certificates is established pursuant to Section 6.06 of that certain Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, as amended, by and between DISCOVER BANK, a Delaware banking corporation (“Discover Bank”), as Master Servicer, Servicer and Seller and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as Trustee (the “Pooling and Servicing Agreement”). The Pooling and Servicing Agreement and this series supplement, by and among the Master Servicer, the Servicer, the Seller and the Trustee (the “Series Supplement”) together establish the series of Master Trust Certificates to be known as the DISCOVER CARD MASTER TRUST I, SERIES 2007-CC COLLATERAL CERTIFICATE (“Series 2007-CC”). Series 2007-CC is an Interchange Series that is a member of Group One of the Discover Card Master Trust I and is eligible for reallocations to and from other Series in Group One. (For purposes of any Series Supplement for any other Series that requires that Interchange Series be so designated in their Series Term Sheet, this introductory paragraph shall constitute the Series Terms Sheet for this Series. For purposes of any Series Supplement for any other Series that allocates payments sequentially by Class, the entire Series Investor Interest of this Series shall constitute Class A.)

          In consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the other parties and for the benefit of the Investor Certificateholder:

     SECTION 1. Definitions.

          (a) Capitalized terms not otherwise defined in this Series Supplement shall have the meanings ascribed to them in the Pooling and Servicing Agreement. Capitalized terms that refer to a Series refer to Series 2007-CC unless the context otherwise requires. For purposes of determining any amount or making any calculation hereunder, such amount or calculation, (i) if specified to be as of the first day of any Due Period, shall (a) include any increase in the Series Investor Interest occurring during such Due Period as if such increase had occurred on the first day of such Due Period and (b) give effect to any payments, deposits or other allocations made on the Distribution Date related to the prior Due Period; and (ii) if specified to be as of the close of business on the last day of any Due Period, shall give effect to any reduction to the Series Investor Interest as a result of payments, deposits or allocations made on the related Distribution Date.

          (b) The following terms have the definitions set forth below with respect to Series 2007-CC, unless the context otherwise clearly requires:

     “ Accumulation Period ” with respect to any Note, shall have the meaning set forth in the applicable Indenture Supplement.

     “ Additional Collateral Certificate ” shall have the meaning set forth in the Indenture.

     “ Calculation Agent ” shall have the meaning set forth in the Indenture.

     “ Charge-offs ” shall have the meaning set forth in the Indenture.

     “ Class A Cumulative Investor Charged-Off Amount ” on any Distribution Date, shall have the meaning set forth in step (21) ( Allocation from the DCMT Group One Finance Charge

Collections Reallocation Account ) of Section 3.01 of the Indenture Supplement for the DiscoverSeries, as adjusted pursuant to Sections 9(b)(7) and 9(b)(10) and, as applicable, with respect to each other Series of Investor Certificates then outstanding, shall have the meaning set forth in the applicable Series Supplement.

     “ Class A Principal Distribution Amount Shortfall ” shall have the meaning set forth in step (64) ( Allocation from the DCMT Group One Principal Collections Reallocation Account for Principal Shortfalls other than Prefunding Shortfalls ) of Section 3.01 of the Indenture Supplement for the DiscoverSeries, as adjusted pursuant to Section 9(b)(15) and, as applicable, with respect to each other Series of Investor Certificates then outstanding, shall have the meaning set forth in the applicable Series Supplement.

     “ Class A Required Amount Shortfall ” on any Distribution Date, shall have the meaning set forth in step (9) ( Allocation from the DCMT Group One Finance Charge Collections Reallocation Account ) of Section 3.01 of the Indenture Supplement for the DiscoverSeries, as adjusted pursuant to Section 9(b)(6) and 9(b)(9) and, as applicable, with respect to each other Series of Investor Certificates then outstanding, shall have the meaning set forth in the applicable Series Supplement.

     “ Class Invested Amount ” shall mean the Series Invested Amount.

     “ Clean-Up Call Amount ” shall have the meaning set forth in Section 12(a).

     “ Controlled Liquidation Period ” shall mean any period in which the Targeted Principal Deposit minus the Targeted Prefunding Deposit for any series, class or Tranche of Notes is greater than zero.

     “ Discover Bank ” shall have the meaning set forth in the recitals hereto.

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

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

     “ Early Redemption Event ” shall have the meaning set forth in the Indenture.

     “ Event of Default ” shall have the meaning set forth in the Indenture.

     “ Excess Spread Amount ” shall have the meaning set forth in the applicable Indenture Supplement.

     “ Finance Charge Allocation Amount ” with respect to any series, class or Tranche of Notes, shall have the meaning set forth in the Indenture.

     “ Finance Charge Amounts ” shall have the meaning set forth in the Indenture.

     “ Group Excess Spread ” shall mean, for any Distribution Date, the sum of the Series Excess Spreads for each Series (including the Series established hereby) that is a member of the same Group as the Series established hereby, in each case for such Distribution Date.

     “ Group Finance Charge Collections Reallocation Account ” shall have the meaning specified in Section 8.

     “ Group Interchange Reallocation Account ” shall have the meaning specified in Section 8.

     “ Group Principal Collections Reallocation Account ” shall have the meaning specified in Section 8.

     “ Indenture ” shall mean that certain Indenture, dated as of July 26, 2007, by and between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, as such agreement may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

     “ Indenture Supplement ” shall mean, with respect to the DiscoverSeries Notes, that certain Indenture Supplement, dated as of July 26, 2007, by and between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, as such agreement may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time or, as applicable, with respect to any other series of Notes issued by Discover Card Execution Note Trust, the applicable indenture supplement entered into pursuant to the Indenture relating to such series, as such agreement may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

     “ Indenture Trustee ” shall have the meaning set forth in the Indenture.

     “ Initial Dollar Principal Amount ” with respect to any class or Tranche of Notes, shall have the meaning set forth in the applicable Indenture Supplement.

     “ Interchange Series ” shall mean this Series and each series issued by the Trust that indicates in its Series Supplement that it is an Interchange Series.

     “ Interchange Subgroup Allocable Group Excess Spread ” shall mean, if the Group Excess Spread is greater than or equal to zero, the product of the Group Excess Spread and the Interchange Subgroup Excess Allocation Percentage; and if the Group Excess Spread is less than zero, the product of the Group Excess Spread and the Interchange Subgroup Shortfall Allocation Percentage.

     “ Interchange Subgroup Excess Allocation Percentage ” shall mean a ratio, the numerator of which is the sum of the Series Investor Interest for each Interchange Series that is a member of the same Group as the Series established hereby (including the Series established hereby); and the denominator of which is the sum of the Series Investor Interests for each Series that is a member of the same Group as the Series established hereby (including each Interchange Series and the Series established hereby).

     “ Interchange Subgroup Excess Spread ” shall mean, for any Distribution Date, the sum of (x) all amounts available to be deposited into the Group Interchange Reallocation Account for all Interchange Series and (y) the Interchange Subgroup Allocable Group Excess Spread.

     “ Interchange Subgroup Shortfall Allocation Percentage ” shall mean a ratio, the numerator of which is the sum of the Series Excess Spread for each Interchange Series that is a member of the same Group as the Series established hereby (including, if applicable, the Series established hereby) for which the Series Excess Spread is less than zero; and the denominator of which is the sum of the Series Excess Spread for each Series that is a member of the same Group as the Series established hereby (including, if applicable, each Interchange Series and the Series established hereby) for which the Series Excess Spread is less than zero.

     “ Investor Accounts ” shall mean, in addition to Investor Accounts established pursuant to the Pooling and Servicing Agreement, the Series Collections Account, the Series Distribution Account, the Group Finance Charge Collections Reallocation Account, the Group Principal Collections Reallocation Account and the Group Interchange Reallocation Account.

     “ Investor Certificateholder ” shall mean, at any time, the holder or holders of the Series 2007-CC Collateral Certificate.

     “ Investor Servicing Fee ” shall mean, with respect to any Distribution Date, an amount equal to the product of the Investor Servicing Fee Percentage and the Series Investor Interest on the first day of the Due Period related to such Distribution Date (or in the case of the first Distribution Date for the Series established hereby, the Series Investor Interest on the Series Closing Date).

     “ Investor Servicing Fee Percentage ” shall mean 2.0% per annum calculated on the basis of a 360-day year of twelve 30-day months.

     “ Investor Servicing Fee Shortfall ” shall have the meaning specified in Section 9(b)(3).

     “ Monthly Interest Accrual Period” shall have the meaning set forth in the applicable Indenture Supplement.

     “ Nominal Liquidation Amount ” with respect to any series, class or Tranche of Notes, shall have the meaning set forth in the Indenture.

     “ Note Issuance Trust ” shall mean the Discover Card Execution Note Trust, formed pursuant to the Trust Agreement, dated as of July 2, 2007, by and between Discover Bank, as Beneficiary, and Wilmington Trust Company, as Owner Trustee, as such agreement may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

     “ Note Issuance Trust’s Annual Report Date ” shall have the meaning specified in Section 4(b).

     “ Notes ” shall mean any notes issued by the Note Issuance Trust under the Indenture and any applicable Indenture Supplement.

     “ Outstanding Dollar Principal Amount ” with respect to any series, class or Tranche of Notes, shall have the meaning set forth in the Indenture.

     “ Paying Agent ” shall mean the Corporate Trust Office of the Trustee.

     “ Pooling and Servicing Agreement ” shall have the meaning set forth in the recitals hereto.

     “ Prefunding Negative Spread ” shall have the meaning set forth in the applicable Indenture Supplement.

     “ Principal Allocation Amount ” with respect to any series, class or Tranche of Notes, shall have the meaning set forth in the Indenture.

     “ Principal Distribution Amount Shortfall” when used for purposes of any Series Supplement for any other Series in the Group to which the Series established hereby belongs, shall mean the Class A Principal Distribution Amount Shortfall.

     “ Required Daily Deposit ” shall have the meaning set forth in the Indenture.

     “ Revolving Period ” shall mean each Due Period, prior to the Series Termination Date, for which the Targeted Principal Deposit for the related Distribution Date for all series, classes or Tranches of Notes, as applicable, is zero.

     “ Series 2007-CC ” shall have the meaning set forth in the recitals hereto.

     “ Series 2007-CC Collateral Certificate ” shall mean the Investor Certificate created under this Series Supplement and issued to the Investor Certificateholder.

     “ Series 2007-CC Collateral Certificate Percentage ” shall have the meaning set forth in the Indenture.

     “ Series Charge-Off Allocation Percentage ” shall mean, with respect to any Distribution Date or any Trust Distribution Date, as applicable, the percentage equivalent of a fraction the numerator of which shall be the amount of the Series Investor Interest and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust and (ii) the Aggregate Investor Interest, in each case on the first day of the related Due Period.

     “ Series Closing Date ” shall mean July 26, 2007.

     “ Series Collections Account ” shall have the meaning specified in Section 8.

     “ Series Distribution Account ” shall have the meaning specified in Section 8.

     “ Series Excess Spread ” shall, with respect to the Series established hereby, for any Distribution Date (x) so long as the only collateral certificate owned by the Note Issuance Trust is the Series 2007-CC Collateral Certificate, mean the sum of the Excess Spread Amounts for the DiscoverSeries and each additional series of Notes issued under the Indenture; provided , however , that solely for purposes of determining the Group Excess Spread and the Interchange Subgroup Shortfall Allocation Percentage for this Series and any other Series in the Group to which this Series belongs, Series Excess Spread shall be the amount determined as set forth

above minus for so long as any Series that is not an Interchange Series is outstanding and the Series Excess Spread is positive, the lesser of Series Interchange or the amount determined as the Series Excess Spread without giving effect to this proviso; provided, that Series Excess Spread, for purposes of determining the Group Excess Spread and the Interchange Subgroup Shortfall Allocation Percentage, shall not be reduced below zero as a result of this proviso, if any, for such Distribution Date or (y) during any period when Additional Collateral Certificates are owned by the Note Issuance Trust, have the meaning set forth in the documents relating to such addition (provided that such documents are accepted and agreed to by the parties hereto); and with respect to each other Series of Investor Certificates then outstanding, shall have the meaning set forth in the applicable Series Supplement.

     “ Series Finance Charge Amounts ” shall, with respect to any series of Notes, have the meaning set forth in the applicable Indenture Supplement.

     “ Series Finance Charge Collections ” shall mean with respect to any day or any Distribution Date or Trust Distribution Date, as applicable, an amount equal to the product of (x) the Series Finance Charge Collections Allocation Percentage for the related Distribution Date and (y) the amount of Finance Charge Collections for such day or for the related Due Period, as applicable; provided, however , that Series Finance Charge Collections shall be increased by the lesser of (i) the amount of Series Prefunding Negative Spread, if any, for each series, class or Tranche of Notes, as applicable (without duplication) and (ii) an amount equal to the product of the total amount of Finance Charge Collections otherwise allocable to Discover Bank on behalf of the Holder of the Seller Certificate for the related Due Period and a fraction the numerator of which is the Series Invested Amount and the denominator of which is the Aggregate Invested Amount.

     “ Series Finance Charge Collections Allocation Percentage ” shall mean, with respect to any Distribution Date or any Trust Distribution Date, as applicable,

     (a) so long as an Early Redemption Event or an Event of Default is not then continuing with respect to any series, class or Tranche of Notes or an Amortization Event is not then continuing with respect to this Series 2007-CC, the percentage equivalent of a fraction the numerator of which shall be the amount of the Series Investor Interest on the first day of the related Due Period and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust on the first day of the related Due Period and (ii) the sum of the numerators used in calculating the components of the Series Percentage with respect to Finance Charge Collections for each Series then outstanding (including the Series established hereby) as of such Distribution Date or Trust Distribution Date, as applicable;

     (b) if an Early Redemption Event or an Event of Default for any series, class or Tranche of Notes issued by the Note Issuance Trust has occurred and is then continuing, the percentage equivalent of a fraction the numerator of which shall be the sum of the Finance Charge Allocation Amounts for each series, class or Tranche of Notes (without duplication) multiplied by the Series 2007-CC Collateral Certificate Percentage; and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust on the first day of the related Due Period and (ii) the sum of the numerators used in calculating the components of the Series Percentage with respect to Finance Charge Collections for each Series then outstanding (including the Series established hereby) as of such Distribution Date or Trust Distribution Date, as applicable; or

     (c) if an Amortization Event has occurred and is then continuing with respect to this Series 2007-CC, the percentage equivalent of a fraction, the numerator of which shall be the amount of the Series Investor Interest on the last day of the Due Period immediately preceding such Amortization Event, and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust on the first day of the related Due Period and (ii) the sum of the numerators used in calculating the components of the Series Percentage with respect to Finance Charge Collections for each Series then outstanding (including the Series established hereby) as of such Distribution Date or Trust Distribution Date, as applicable;

provided , however , in the event that clause (b) and clause (c) of this definition are both applicable (i.e., if an Early Redemption Event or an Event of Default for any series, class or Tranche of Notes issued by the Note Issuance Trust has occurred and is then continuing and an Amortization Event has occurred and is continuing), then the “Series Finance Charge Collections Allocation Percentage” shall be the higher of the amount determined in accordance with clause (b) and the amount determined in accordance with clause (c).

     “ Series Interchange ” shall mean, with respect to any Distribution Date or Trust Distribution Date, as applicable, an amount equal to the product of (x) the Series Interchange Allocation Percentage for the related Distribution Date and (y) Interchange for the related Due Period.

     “ Series Interchange Allocation Percentage ” shall mean, with respect to any Distribution Date or Trust Distribution Date, as applicable, the percentage equivalent of a fraction the numerator of which shall be the amount of the Series Investor Interest and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust and (ii) the Aggregate Investor Interest, in each case on the first day of the related Due Period.

     “ Series Invested Amount” shall mean the product of (x) the sum of the Outstanding Dollar Principal Amounts for all Notes and (y) the Series 2007-CC Collateral Certificate Percentage.

     “ Series Investor Charged-Off Amount ” shall mean, with respect to this Series for any Distribution Date, an amount equal to the product of (a) the Charged-Off Amount for such Distribution Date and (b) the Series Charge-Off Allocation Percentage.

     “ Series Investor Interest ” as of any date of determination shall (i) so long as the only collateral certificate owned by the Note Issuance Trust is the Series 2007-CC Collateral Certificate, mean an amount equal to the sum, without duplication, of the Nominal Liquidation Amounts for each series, class or Tranche of Notes then outstanding or (ii) during any period when Additional Collateral Certificates are owned by the Note Issuance Trust, have meaning set forth in the documents relating to such addition (provided that such documents are accepted and agreed to by the parties hereto).

     “ Series Minimum Principal Receivables Balance ” shall mean, with respect to the Series established hereby, on any date of determination (a) if no series, class or Tranche of Notes has a Targeted Principal Deposit that is greater than zero or no Amortization Event has occurred and is then continuing with respect to this Series 2007-CC, the Series Investor Interest on such date of determination, divided by 0.93, and (b)(i) if any series, class or Tranche of Notes has a Targeted Principal Deposit that is greater than zero, the sum of, without duplication, the Principal Allocation Amounts for each such series, class or Tranche, multiplied by the Series 2007-CC

Collateral Certificate Percentage, divided by 0.93 or (ii) if an Amortization Event has occurred and is continuing with respect to this Series 2007-CC, the Series Investor Interest as of the last day of the calendar month preceding the date of the occurrence of the Amortization Event, divided by 0.93 (in the event that clause (i) and clause (ii) are both applicable, then the “Series Minimum Principal Receivables Balance” shall be the higher of the amount determined in accordance with clause (i) and the amount determined in accordance with clause (ii)) divided by 0.93; provided , however , that Discover Bank on behalf of the Holder of the Seller Certificate may, upon 30 days’ prior notice to the Trustee and the Rating Agencies, reduce the Series Minimum Principal Receivables Balance by increasing the divisors set forth above, subject to the condition that Discover Bank on behalf of the Holder of the Seller Certificate shall have been notified by the Rating Agencies that such reduction would not result in the lowering or withdrawal of the rating of any Class of any Series then outstanding or of any series, class or Tranche of Notes then outstanding, and provided, further, that the divisors set forth above may not be increased to more than 0.98.

     “ Series Percentage ” shall mean, (a) for this Series with respect to Principal Collections, the “Series Principal Collections Allocation Percentage,” and for each other Series with respect to Principal Collections, shall have the meaning set forth in the applicable Series Supplement, and (b) for this Series with respect to Finance Charge Collections, the “Series Finance Charge Collections Allocation Percentage,” and for each other Series with respect to Finance Charge Collections, shall have the meaning set forth in the applicable Series Supplement.

     “ Series Prefunding Negative Spread ” shall mean the sum of the amounts of Prefunding Negative Spread for each Tranche of Notes multiplied by the Series 2007-CC Collateral Certificate Percentage.

     “ Series Principal Amounts ” with respect to any series of Notes, shall have the meaning set forth in the applicable Indenture Supplement.

     “ Series Principal Collections ” shall mean, with respect to any day or any Distribution Date or Trust Distribution Date, as applicable, an amount equal to the product of (x) the Series Principal Collections Allocation Percentage for the related Distribution Date and (y) the amount of Principal Collections for such day or for the related Due Period, as applicable.

     “ Series Principal Collections Allocation Percentage ” shall mean, with respect to any Distribution Date or any Trust Distribution Date, as applicable,

     (a) if no series, class or Tranche of Notes has a Targeted Principal Deposit that is greater than zero or an Amortization Event is not then continuing with respect to this Series 2007-CC, the percentage equivalent of a fraction the numerator of which shall be the amount of the Series Investor Interest on the first day of the related Due Period and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust on the first day of the related Due Period and (ii) the sum of the numerators used in calculating the components of the Series Percentage with respect to Principal Collections for each Series then outstanding (including the Series established hereby) as of such Distribution Date or Trust Distribution Date, as applicable;

     (b) if any series, class or Tranche of Notes has a Targeted Principal Deposit that is greater than zero, the percentage equivalent of a fraction, the numerator of which shall be the sum of the Principal Allocation Amounts for each series, class or Tranche of Notes (without duplication) multiplied by the Series 2007-CC Collateral Certificate Percentage; and the

denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust on the first day of the related Due Period and (ii) the sum of the numerators used in calculating the components of the Series Percentage with respect to Principal Collections for each Series then outstanding (including the Series established hereby) as of such Distribution Date or Trust Distribution Date, as applicable; or

     (c) if an Amortization Event has occurred and is then continuing with respect to this Series 2007-CC, the percentage equivalent of a fraction, the numerator of which shall be the amount of the Series Investor Interest on the last day of the Due Period immediately preceding such Amortization Event and the denominator of which shall be the greater of (i) the amount of Principal Receivables in the Trust on the first day of the related Due Period and (ii) the sum of the numerators used in calculating the components of the Series Percentage with respect to Principal Collections for each Series then outstanding (including the Series established hereby) as of such Distribution Date or Trust Distribution Date, as applicable;

provided , however , in the event that clause (b) and clause (c) of this definition are both applicable (i.e., if the Targeted Principal Deposit of any series, class or Tranche of Notes issued by the Note Issuance Trust is greater than zero and an Amortization Event has occurred and is then continuing), then the “Series Principal Collections Allocation Percentage” shall be the higher of the amount determined in accordance with clause (b) and the amount determined in accordance with clause (c).

     “ Series Required Principal Amount ” shall mean, with respect to each Distribution Date of any Controlled Liquidation Period, the product of (x) (i) if the related Due Period does not occur in February, 1.25 or (ii) if the related Due Period occurs in February, 1.05, and (y) the product of (A) the sum of the Targeted Principal Deposits minus the Targeted Prefunding Deposits for each Tranche of Notes for such Distribution Date and (B) the Series 2007-CC Collateral Certificate Percentage.

     “ Series Servicing Fee ” with respect to any series of Notes shall have the meaning set forth in the Indenture Supplement.

     “ Series Supplement ” shall have the meaning set forth in the recitals hereto or, as applicable, with respect to any other Series issued by the Trust, the series supplement(s) relating to such Series, as such agreement may be amended, restated or supplemented from time to time.

     “ Series Termination Date ” shall mean, unless extended by the parties hereto, July 1, 2028 or, if earlier, the date on which the Nominal Liquidation Amount for all series, classes and Tranches of Notes has been reduced to zero.

     “ Statement Date ” shall mean each Distribution Date, commencing in August 2007.

     “ Targeted Prefunding Deposit ” with respect to any series, class or Tranche of Notes shall have the meaning set forth in the applicable Indenture Supplement.

     “ Targeted Principal Deposit ” with respect to any series, class or Tranche of Notes shall have the meaning set forth in the applicable Indenture Supplement.

     “ Tranche ” shall have the meaning set forth in the Indenture.

     “ Transferred Assets ” shall have the meaning set forth in Section 18 hereto.

     “ Trustee ” shall have the meaning set forth in the recitals hereto.

     “ United States ” or “ U.S. ” shall mean the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

     “ Unscheduled Principal Distribution Amount Shortfall ” shall have the meaning set forth in step (65) ( Allocation from the DCMT Group One Principal Collections Reallocation Account for Prefunding Shortfalls ) of Section 3.01 of the Indenture Supplement for the DiscoverSeries and, as applicable, with respect to each other Series of Investor Certificates then outstanding, shall have the meaning set forth in the applicable Series Supplement.

     SECTION 2. Subordination .

          (a) No Subordination of Series . Series 2007-CC shall not be subordinated in right of payment to any other Series, whether currently outstanding or to be issued in the future. No other Series issued by the Trust may be subordinated in right of payment to Series 2007-CC.

     SECTION 3. Representations and Warranties of the Sellers . The representations and warranties of the Sellers contained in Section 2.04 of the Pooling and Servicing Agreement and the corresponding sections of any Assignment are true on and as of the date hereof and/or the date set forth in the Pooling and Servicing Agreement, as applicable. Each Seller also represents and warrants to the Trust as of the date hereof that:

          (a) The execution, delivery and performance of this Series Supplement by such Seller have been duly authorized by all necessary corporate action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Incorporation or By-Laws of such Seller, do not and will not conflict with, or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property which is material to it, or, to the best of such Seller’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Series Supplement is the valid, binding and enforceable obligation of such Seller, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles.

          (b) The Pooling and Servicing Agreement creates a valid and enforceable security interest (as defined in the applicable UCC) which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from such Seller, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles.

          (c) The Receivables constitute “accounts” within the meaning of Article 9 of the applicable UCC.

          (d) Each Seller has caused or will have caused, within ten days of the date of this Series Supplement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest

(as defined in the applicable UCC) in the Receivables conveyed to the Trustee under the Pooling and Servicing Agreement.

          (e) Other than the sale, transfer, assignment and conveyance of the Receivables to the Trust and the grant of a security interest therein pursuant to the Pooling and Servicing Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables.

          (f) The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables, other than any financing statement (i) relating to the interest of the Trust in the Receivables under the Pooling and Servicing Agreement or (ii) that has been terminated.

          (g) The Seller is not aware of any judgment or tax lien filings against it.

     The representations and warranties set forth in this Section 3 shall survive the transfer and assignment to the Trust of the Receivables transferred to the Trust by the Sellers. None of (i) compliance with the representations and warranties set forth in this Section 3, (ii) compliance with the representations and warranties set forth in Sections 2.04(d) and (e) of the Pooling and Servicing Agreement or (iii) compliance with the provisions of Section 13.02 of the Pooling and Servicing Agreement can be waived by the Trustee without the prior written consent of Standard & Poor’s.

     SECTION 4. Representations, Warranties and Covenants of Discover Bank as Master Servicer and Servicer .

          (a) Representations and Warranties . The representations and warranties of Discover Bank as the Master Servicer and as a Servicer contained in Section 3.04 of the Pooling and Servicing Agreement are true on and as of the date hereof. Discover Bank as Master Servicer and Servicer also represents and warrants to the Trust as of the date hereof that the execution, delivery and performance of this Series Supplement by Discover Bank have been duly authorized by all necessary corporate action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Incorporation or By-Laws of Discover Bank, do not and will not conflict with, or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property which is material to it, or, to the best of Discover Bank’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Series Supplement is the valid, binding and enforceable obligation of Discover Bank, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles.

          (b) Regulation AB Compliance . The Master Servicer and each Servicer agree that the provisions of Article XIV of the Pooling and Servicing Agreement shall be for the benefit of the Note Issuance Trust. Without limiting the foregoing, the Master Servicer and each Servicer agree that (i) they will make available to the depositor for the Note Issuance Trust, on or before the date on which the Note Issuance Trust is required to file its Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-K with the Commission (the “Note Issuance Trust’s Annual Report Date”), such assessments, attestations, compliance certificates and other materials consistent in scope with those provided to the Seller under Article

XIV, (ii) they will provide such additional information and disclosures as shall be necessary for any prospectus or other offering document for the Notes to comply with Regulation AB, consistent with the requirements of Article XIV, and (iii) they shall use their best efforts to cause any Servicing Participant used by them (directly or indirectly) for the benefit of the Sellers to comply with the provisions of this Section 4(b) to the same extent as if such Servicing Participant were the Master Servicer or the Servicer. The Master Servicer and each Servicer acknowledge that the depositor for the Note Issuance Trust or any other Person that will be responsible for signing the Sarbanes Certification on behalf of the Note Issuance Trust may rely on the certifications provided pursuant to this Section 4(b) in signing a Sarbanes Certification and filing such certification with the Commission.

     SECTION 5. Representations and Warranties of Other Servicers. The representations and warranties of each Servicer (other than Discover Bank), if any, contained in Section 3.05 of the Pooling and Servicing Agreement are true and correct on and as of the date hereof. Each such Servicer also represents and warrants to the Trust as of the date hereof that the execution, delivery and performance of this Series Supplement by such Servicer have been duly authorized by all necessary corporate action, do not require any approval or consent of any governmental agency or authority, do not and will not conflict with any material provision of the Certificate of Incorporation or By-Laws of such Servicer, do not and will not conflict with, or result in a breach which would constitute a material default under, any agreement for borrowed money binding upon or applicable to it or such of its property which is material to it, or, to the best of such Servicer’s knowledge, any law or governmental regulation or court decree applicable to it or such material property, and this Series Supplement is the valid, binding and enforceable obligation of such Servicer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles.

     SECTION 6. Representations, Warranties and Covenants of the Trustee.

          (a) Representations and Warranties . The representations and warranties of the Trustee contained in Section 11.16 of the Pooling and Servicing Agreement are true on and as of the date hereof. The Trustee also represents and warrants as of the date hereof that the Trustee has full power, authority and right to execute, deliver and perform this Series Supplement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Series Supplement, and this Series Supplement has been duly executed and delivered by the Trustee.

          (b) Regulation AB Compliance . The Trustee agrees that the provisions of Article XIV of the Pooling and Servicing Agreement shall be for the benefit of the Note Issuance Trust. Without limiting the foregoing, the Trustee agrees that (i) it will make available to the depositor for the Note Issuance Trust, on or before the Note Issuance Trust’s Annual Report Date, such assessments, attestations, compliance certificates and other materials consistent in scope with those provided to the Seller under Article XIV and (ii) it will provide such additional information and disclosures as shall be necessary for any prospectus or other offering document for the Notes to comply with Regulation AB, consistent with the requirements of Article XIV. The Trustee acknowledges that the depositor for the Note Issuance Trust or any other Person that will be responsible for signing the Sarbanes Certification on behalf of the Note Issuance Trust may rely on the certifications provided pursuant to this Section 6(b) in signing a Sarbanes Certification and filing such certification with the Commission.

     SECTION 7. Authentication of Certificates . Pursuant to the request of the Sellers, the Trustee shall cause the Series 2007-CC Collateral Certificate, in substantially the form of Exhibit A hereto, to be duly authenticated and delivered as of the Series Closing Date to or upon the order of the Sellers pursuant to Section 6.06 of the Pooling and Servicing Agreement. The Series 2007-CC Collateral Certificate shall be issued in fully registered form, without coupons.

     SECTION 8. Establishment and Administration of Investor Accounts .

          (a) The Series Distribution Account and Series Collections Account . The Trustee, for the benefit of the Certificateholders, shall cause to be established and maintained in the name of the Trust, with the corporate trust department of an office or branch of either the Trustee or a Qualified Institution, two non-interest bearing segregated trust accounts (the “Series Distribution Account”; and, for Collections, the “Series Collections Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Series Distribution Account and the Series Collections Account and in all proceeds thereof; provided, however, that all interest and earnings (less investment expenses) on funds on deposit in any such account shall be paid to the Holder of the Seller Certificate in accordance with Section 4.02(c) of the Pooling and Servicing Agreement. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Pooling and Servicing Agreement, the Master Servicer shall have the revocable power to instruct the Trustee to withdraw funds from the Series Distribution Account and the Series Collections Account for the purpose of carrying out the duties of the Master Servicer hereunder. The Master Servicer at all times shall maintain accurate records reflecting each transaction in the Series Distribution Account and the Series Collections Account. The Paying Agent also shall have the revocable authority to make withdrawals from the Series Distribution Account.

          (b) Reallocation Accounts . The Trustee, for the benefit of the Certificateholders, shall cause to be established and maintained in the name of the Trust, with the corporate trust department of an office or branch of either the Trustee or a Qualified Institution, three non-interest bearing segregated trust accounts for the Group of which the Series established hereby is a member (for reallocated Series Finance Charge Collections and similar amounts for other Series in the Group of which this Series is a member, the “Group Finance Charge Collections Reallocation Account,” for reallocated Series Principal Collections and amounts used to reimburse charge-offs for this Series and other Series in the Group of which this Series is a member, the “Group Principal Collections Reallocation Account” and for reallocated Series Interchange and similar amounts for other Series in the Group of which this Series is a member, the “Group Interchange Reallocation Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Group Finance Charge Collections Reallocation Account, the Group Principal Collections Reallocation Account and the Group Interchange Reallocation Account and in all proceeds thereof; provided, however, that all interest and earnings (less investment expenses) on funds on deposit in any such account shall be paid to the Holder of the Seller Certificate in accordance with Section 4.02(c) of the Pooling and Servicing Agreement. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Pooling and Servicing Agreement, the Master Servicer shall have the revocable power to instruct the Trustee to withdraw funds from the Group Finance Charge Collections Reallocation Account, the Group Principal Collections Reallocation Account and the Group Interchange Reallocation Account for the purpose of carrying out the duties of the Master Servicer hereunder.

The Master Servicer at all times shall maintain accurate records reflecting each transaction in the Group Finance Charge Collections Reallocation Account, the Group Principal Collections Reallocation Account and the Group Interchange Reallocation Account.

          (c) Transfer of Investor Accounts. If at any time any of the Investor Accounts established in Sections 8(a) and 8(b) is not being held by the Trustee and the institution holding such Investor Account ceases to be a Qualified Institution, the Master Servicer shall within 10 Business Days establish a new Investor Account (meeting any conditions specified in this Series Supplement with respect to such Investor Account) with a Qualified Institution and transfer any cash and/or any investments to such new Investor Account.

     SECTION 9. Allocations of Collections.

          (a) Deposits to Series Collections Account . On or before each Distribution Date, the Master Servicer shall direct the Trustee in writing to withdraw from the Group Collections Account and deposit into the Series Collections Account an amount equal to the sum of the Series Finance Charge Collections, the Series Principal Collections and the Series Interchange for the related Due Period.

          (b) Deposits . The Master Servicer shall, on or before each Distribution Date, direct the Trustee in writing that funds be paid or deposited in the following amounts, to the extent such funds are available and in the order of priority specified, to the account or Person indicated, in each case as set forth below.

               (1)  Series Finance Charge Collections and Series Interchange to Series Distribution Account . An amount equal to the sum of (x) Series Finance Charge Collections and (y) Series Interchange shall be withdrawn from the Series Collections Account and deposited into the Series Distribution Account.

               (2)  Series Principal Collections to Series Distribution Account . An amount equal to the Series Principal Collections shall be withdrawn from the Series Collections Account and deposited into the Series Distribution Account.

               (3)  Investor Servicing Fee from Series Distribution Account . An amount equal to the lesser of

	(x)		the Investor Servicing Fee and
	(y)		the portion of the Series Servicing Fee payable to the Master Servicer under step 7 ( Series Servicing Fees from Series Finance Charge Amounts ) of Section 3.01 of the Indenture Supplement for the DiscoverSeries (and any comparable step under any other Indenture Supplement, as applicable)

shall be withdrawn from the Series Distribution Account and paid to the Master Servicer. The amount by which the Investor Serving Fee exceeds the amount of such payment shall be the “Investor Servicing Fee Shortfall.”

               (4)  Reallocation to Group Finance Charge Collections Reallocation Account . An amount, if any, equal to the portion of Series Finance Charge Amounts for each series of Notes that are to be reallocated to the Group Finance Charge Collections Reallocation Account under step (56) ( Reallocation of Series Finance Charge Amounts to the DCMT Group One Finance Charge Collections Reallocation Account ) of Section 3.01 of the Indenture Supplement for the DiscoverSeries (and any comparable step under any other Indenture Supplement, as applicable) shall be withdrawn from the Series Distribution Account and deposited into the Group Finance Charge Collections Reallocation Account.

               (5)  Reallocation to Group Interchange Reallocation Account . An amount, if any, equal to the portion of Series Finance Charge Amounts for each series of Notes that are to be reallocated to the Group Interchange Reallocation Account under step (57) ( Reallocation of Series Finance Charge Amounts to the DCMT Group One Interchange Reallocation Account ) of Section 3.01 of the Indenture Supplement for the DiscoverSeries (and any comparable step under any other Indenture Supplement, as applicable) shall be withdrawn from the Series Distribution Account and deposited into the Group Interchange Reallocation Account.

               (6)  Reallocation from Group Finance Charge Collections Reallocation Account for Class A Required Amount Shortfall . An amount equal to the lesser of

	(x)		the Class A Required Amount Shortfall and
	(y)		the product of

	(1)		a fraction the numerator of which is the Class A Required Amount Shortfall for this Series and the denominator of which is the sum of the Class A Required Amount Shortfalls for this Series and the Class A Required Amount Shortfalls for all Classes designated as Class A of all other Series in the Group to which the Series established hereby belongs (after giving effect to provisions in the applicable Series Supplements substantially similar to the clauses preceding this clause (6)) and
	(2)		the amount on deposit in the Group Finance Charge Collections Reallocation Account before any withdrawals therefrom with respect to any other Series pursuant to a comparable clause in the applicable Series Supplements,

shall be withdrawn from the Group Finance Charge Collections Reallocation Account and deposited into the Series Distribution Account. The Class A Required Amount Shortfall shall be reduced by the amount of such deposit.

               (7)  Reallocation from Group Finance Charge Collections Reallocation Account for Class A Cumulative Investor Charged-Off Amount . An amount equal to the lesser of

	(x)		the Class A Cumulative Investor Charged-Off Amount and
	(y)		the product of

	(1)		a fraction the numerator of which is the Class A Cumulative Investor Charged-Off Amount for this Series and the denominator of which is the sum of the Class A Cumulative Investor Charged-Off Amounts for this Series and the Class A Cumulative Investor Charged-Off Amounts for all Classes designated as Class A of all other Series in the Group to which the Series established hereby belongs (after giving effect to provisions in the applicable Series Supplements substantially similar to the clauses preceding this clause (7)) and
	(2)		the amount on deposit in the Group Finance Charge Collections Reallocation Account before any withdrawals therefrom with respect to any other Series pursuant to a comparable clause in the applicable Series Supplements,

shall be withdrawn from the Group Finance Charge Collections Reallocation Account and deposited into the Series Distribution Account. The Class A Cumulative Investor Charged-Off Amount shall be reduced by the amount of such deposit.

               (8) Reallocation from Group Finance Charge Collections Reallocation Account for other Series . After the allocations set forth in clauses (6) and (7) are made, then (i) if there are one or more Subordinate Classes with respect to any other Series in the Group to which the Series established hereby belongs, the allocations set forth in other Series Supplements which are substantially similar to clauses (6) and (7) shall be made with respect to each other such Class, in alphabetical order, to the extent that funds are available pursuant to this clause (8) and (ii) following the allocations set forth in clause (i), any other allocations set forth in other Series Supplements with respect to funds on deposit in the Group Finance Charge Collections Reallocation Account shall be made in accordance with such Series Supplements, to the extent that funds are available pursuant to this clause (8). For purposes of calculating the amount to be withdrawn from the Group Finance Charge Collections Reallocation Account and paid to the Trustee as administrator of the Credit Enhancement for application in accordance with the Credit Enhancement Agreement, the Series Investor Interest of the Series established hereby shall be treated as zero.

               (9) Reallocation from Group Interchange Reallocation Account for Class A Required Amount Shortfall . An amount equal to the lesser of

	(x)		the Class A Required Amount Shortfall and
	(y)		the product of

(1)

a fraction the numerator of which is the Class A Required Amount Shortfall and the denominator of

			which is the sum of the Class A Required Amount Shortfalls for this Series and the Class A Required Amount Shortfall for all Classes designated as Class A of all other Interchange Series in the Group to which the Series established hereby belongs (after giving effect to provisions in the applicable Series Supplements substantially similar to the clauses preceding this clause (9)) and
	(2)		the amount on deposit in the Group Interchange Reallocation Account before any withdrawals therefrom with respect to any other Series pursuant to a comparable clause in the applicable Series Supplements,

shall be withdrawn from the Group Interchange Reallocation Account and deposited into the Series Distribution Account. The Class A Required Amount Shortfall shall be reduced by the amount of such deposit.

               (10) Reallocation from Group Interchange Reallocation Account for Class A Cumulative Investor Charged-Off Amount . An amount equal to the lesser of

	(x)		the Class A Cumulative Investor Charged-Off Amount and
	(y)		the product of

	(1)		a fraction the numerator of which is the Class A Cumulative Investor Charged-Off Amount for this Series and the denominator of which is the sum of the Class A Cumulative Investor Charged-Off Amounts for this Series and the Class A Cumulative Investor Charged-Off Amount for all Classes designated as Class A of all other Interchange Series in the Group to which the Series established hereby belongs (after giving effect to provisions in the applicable Series Supplements substantially similar to the clauses preceding this clause (10)) and
	(2)		the amount on deposit in the Group Interchange Reallocation Account before any withdrawals therefrom with respect to any other Series pursuant to a comparable clause in the applicable Series Supplements,

shall be withdrawn from the Group Interchange Reallocation Account and deposited into the Series Distribution Account. The Class A Cumulative Investor Charged-Off Amount shall be reduced by the amount of such deposit.

               (11) Reallocation from Group Interchange Reallocation Account for other Series. After the allocations set forth in clauses (9) and (10) are made, then (i) if there are

one or more Subordinate Classes with respect to any other Interchange Series in the Group to which the Series established hereby belongs, the allocations set forth in other Series Supplements which are substantially similar to the allocations set forth in clauses (9) and (10) shall be made with respect to each other such Class, in alphabetical order, to the extent that funds are available pursuant to this clause (11) and (ii) following the allocations set forth in clause (i), any other allocations set forth in other Series Supplements with respect to funds on deposit in the Group Interchange Reallocation Account shall be made in accordance with such Series Supplements, to the extent that funds are available pursuant to this clause (11). For purposes of calculating the amount to be withdrawn from the Group Interchange Reallocation Account and paid to the Trustee as administrator of the Credit Enhancement for application in accordance with the Credit Enhancement Agreement, the Series Investor Interest of the Series established hereby shall be treated as zero.

               (12) Investor Servicing Fee from Series Distribution Account after Reallocations . An amount equal to the lesser of

	(x)		the Investor Servicing Fee Shortfall after step (3) and
	(y)		the portion of the Series Servicing Fee payable to the Master Servicer under step 14 ( Series Servicing Fee Shortfall from Reallocated Finance Charge Amounts ) of Section 3.01 of the Indenture Supplement for the DiscoverSeries (and any comparable step under any other Indenture Supplement, as applicable),

shall be withdrawn from the Series Distribution Account and paid to the Master Servicer. The Investor Servicing Fee Shortfall shall be reduced by the amount of such payment.

               (13) Reallocation from Subordinated Notes Principal for Investor Servicing Fee Shortfall . An amount equal to the lesser of

	(x)		the Investor Servicing Fee Shortfall after step (12) and
	(y)		the portion of the Series Servicing Fee payable to the Master Servicer under each of steps (41) ( Series Servicing Fee Shortfall from Class D Principal ), (42) ( Series Servicing Fee Shortfall from Class C Principal ) and (43) ( Series Servicing Fee Shortfall from Class B Principal ), as applicable, of Section 3.01 of the Indenture Supplement for the DiscoverSeries (and any comparable steps under any other Indenture Supplement, as applicable)

shall be withdrawn from the Series Distribution Account and paid to the Master Servicer.

               (14) Reallocation to Group Principal Collections Reallocation Account . An amount, if any, equal to the portion of Series Principal Amounts for each series of Notes that are to be reallocated to the Group Principal Collections Reallocation Account under step (79) ( Reallocation of Series Principal Amounts to the DCMT Group One Principal Collections Reallocation Account ) of Section 3.01 of the Indenture Supplement for the DiscoverSeries (and any comparable step under any other Indenture Supplement, as applicable) shall be withdrawn

from the Series Distribution Account and deposited into the Group Principal Collections Reallocation Account.

               (15) Reallocation from Group Principal Collections Reallocation Account for Class A Principal Distribution Amount Shortfall . An amount equal to the lesser of

	(x)		the Class A Principal Distribution Amount Shortfall and
	(y)		the product of

	(1)		a fraction the numerator of which is the Class A Principal Distribution Amount Shortfall for this Series and the denominator of which is the sum of the Class A Principal Distribution Amount Shortfall for this Series and the Principal Distribution Amount Shortfalls allocable to all Class A Certificates of all other Series in the Group to which the Series established hereby belongs that are in their Accumulation Periods or Controlled Liquidation Periods, as applicable (after giving effect to provisions in the applicable Series Supplements substantially similar to the clauses preceding this clause (15)) and
	(2)		the amount on deposit in the Group Principal Collections Reallocation Account before any withdrawals therefrom with respect to any other Series pursuant to a comparable clause in the applicable Series Supplements,

shall be withdrawn from the Group Principal Collections Reallocation Account and deposited into the Series Distribution Account. The Class A Principal Distribution Amount Shortfall shall be reduced by the amount of such deposit.

               (16) Reallocation from Group Principal Collections Reallocation Account for other Series . After the allocations set forth in clause (15) are made, then (i) if there are one or more Subordinate Classes with respect to any other Series in the Group to which the Series established hereby belongs, the allocations set forth in other Series Supplements which are substantially similar to clause (15) shall be made with respect to each other such Class, in alphabetical order and (ii) following the allocations set forth in clause (i), any other allocations set forth in other Series Supplements with respect to funds on deposit in the Group Principal Collections Reallocation Account shall be made in accordance with such Series Supplements, to the extent that funds are available pursuant to this clause (16).

               (17) Reallocation from Group Principal Collections Reallocation Account for Unscheduled Principal Distribution Amount Shortfall . An amount equal to the lesser of

(x)

the Unscheduled Principal Distribution Amount Shortfall and

(y)

the product of

	(1)		a fraction the numerator of which is the Unscheduled Principal Distribution Amount Shortfall for this Series and the denominator of which is the sum of the Unscheduled Principal Distribution Amount Shortfall for this Series and the Unscheduled Principal Distribution Amount Shortfall for any other Series in the Group to which the Series established hereby belongs (after giving effect to provisions in the applicable Series Supplements substantially similar to the clauses preceding this clause (17)), and
	(2)		the amount on deposit in the Group Principal Collections Reallocation Account before any withdrawals therefrom with respect to any other Series pursuant to a comparable clause in the applicable Series Supplements,

shall be withdrawn from the Group Principal Collections Reallocation Account and deposited into the Series Distribution Account.

               (18) After all allocations from the Group Principal Collections Reallocation Account to be made pursuant to any other Series Supplement for any Series that is a member of the same Group of which the Series established hereby is a member have been made, the amount remaining on deposit in the Group Principal Collections Reallocation Account shall be withdrawn from the Group Principal Collections Reallocation Account and deposited into the Collections Account.

               (19) An amount equal to the portion of Series Principal Amounts for each series of Notes that are to be deposited into the Collections Account pursuant to step (80) ( Remaining Series Principal Amounts to Collections Account for the DCMT for Reinvestment in New Receivables ) of Section 3.01 of the Indenture Supplement for the DiscoverSeries (and any comparable step under any other Indenture Supplement, as applicable) shall be withdrawn from the Series Distribution Account and deposited into the Collections Account.

               (20) All remaining amounts in the Series Distribution Account shall be paid to the Indenture Trustee for application in accordance with the Indenture and each applicable Indenture Supplement.

               (21) After all other allocations have been provided for with respect to each Series then outstanding (whether or not such Series is a member of the same Group as the Series established hereby), the lesser of

	(x)		the amount of Seller Interest and
	(y)		the amount on deposit in the Collections Account

shall be paid to the Holder of the Seller Certificate. If, after such payment, any amounts remain on deposit in the Collections Account, such amounts shall remain in the Collections Account for allocation as Principal Collections on the next Trust Distribution Date.

     SECTION 10. Servicing Compensation . As compensation for its servicing activities hereunder and under the Pooling and Servicing Agreement and reimbursement of its expenses as set forth in Section 3.03 of the Pooling and Servicing Agreement (including, without limitation, its servicing activities as Calculation Agent under the Indenture), the Master Servicer shall be entitled to receive the Investor Servicing Fees with respect to the Series established hereby in respect of any Due Period (or portion thereof) prior to the earlier of the date on which the Series Investor Interest is reduced to zero and the Series Termination Date. The Investor Servicing Fees shall be paid to the Master Servicer on each Distribution Date pursuant to the terms hereof and the Indenture and each applicable Indenture Supplement.

     SECTION 11. Investor Certificateholders’ Monthly Statement . On each Statement Date, a statement substantially in the form of Exhibit B as prepared by the Trustee (based on information provided by the Master Servicer) setting forth the information listed thereon shall be available to the Investor Certificateholder and to any holder of Notes from the Trustee and each Paying Agent.

     SECTION 12. Purchase of Notes; Sales of Receivables .

          (a) The Indenture Supplement for the DiscoverSeries and any additional Indenture Supplement issued with respect to any Notes may provide that if, as of any Distribution Date (after giving effect to any payments calculated pursuant to Section 3.01 or an equivalent section of the applicable Indenture Supplement made on such Distribution Date), the Outstanding Dollar Principal Amount with respect to any series, class or Tranche of Notes is less than or equal to 5% of the Initial Principal Dollar Amount of each corresponding Tranche or Tranches of Notes, the Note Issuance Trust may elect to repurchase such series, class or Tranche of Notes. In the event of such election, the Calculation Agent shall request that Discover Bank, on behalf of the Holder of the Seller Certificate, purchase and cancel a portion of the Series Investor Interest equal to the product of (x) the Nominal Liquidation Amount of such series, class or Tranche of Notes and (y) the Series 2007-CC Collateral Certificate Percentage (such portion, the “Clean-Up Call Amount”) by depositing into the Series Distribution Account, on the immediately succeeding Distribution Date, an amount equal to the Clean-Up Call Amount. If Discover Bank on behalf of the Holder of the Seller Certificate deposits the Clean-Up Call Amount into the Series Distribution Account, the Master Servicer shall direct the Trustee in writing to withdraw the Clean-Up Call Amount from the Series Distribution Account and pay such amount to the Indenture Trustee for distribution in accordance with the applicable Indenture Supplement.

          (b) If there has been an Event of Default and acceleration of any series, class or Tranche of Notes under the Indenture, and the Indenture Trustee is directed to cause the sale of Receivables in accordance with Section 705 of the Indenture and the provisions of the applicable Indenture Supplement, or if the applicable Indenture Supplement otherwise authorizes the Indenture Trustee (in its discretion) to cause a sale and any conditions precedent thereto have been satisfied, the Indenture Trustee shall notify the Trustee of the amount of Receivables to be sold, which shall equal the Nominal Liquidation Amount of each affected series, class or Tranche, as applicable, plus accrued interest thereon multiplied by the Series 2007-CC Collateral

Certificate Percentage (the “Receivables Sale Amount”). Receivables (or interests therein) in an amount equal to the Receivables Sale Amount shall be sold on behalf of the Trust by an institution acceptable to the Trustee, the Indenture Trustee and the Master Servicer that is either (i) a nationally recognized investment bank, (ii) a nationally recognized commercial bank or (iii) any other institution whose regular business includes the sale of receivables similar to the Receivables in the Trust; provided, however, that in no event shall the amount of Receivables sold hereunder with respect to any series, class or Tranche, as applicable, exceed the product of (A) the aggregate amount of Receivables in the Trust and (B) a fraction the numerator of which is the product of the Nominal Liquidation Amount of such series, class or Tranche, as applicable, and the Series 2007-CC Collateral Certificate Percentage, and the denominator of which is the Aggregate Investor Interest, in each case, as of the close of business on the last day of the Due Period immediately preceding the month in which such Receivables sale occurs; and provided, further , the Receivables selected to be sold hereunder shall not be materially different from the Receivables remaining in the Trust as of such selection date and shall be selected at random from the Receivables. The proceeds (the “Receivables Sale Proceeds”) therefrom shall be paid to the Trust and immediately deposited into the Series Distribution Account and paid to the Indenture Trustee immediately following such deposit. Such payment shall be deemed to be the final distribution with respect to the affected Tranche. No Seller and no affiliate or agent of any Seller shall be permitted to bid for or purchase Receivables pursuant to this Section 12(b); provided , however , that an affiliate or agent of any Seller may act as selling institution for the sale as specified in the first sentence of this Section 12(b), so long as such affiliate or agent does not act as principal in connection with such sale.

     SECTION 13. Ratification of Pooling and Servicing Agreement . As supplemented and amended by this Series Supplement, the Pooling and Servicing Agreement is in all respects ratified and confirmed and the Pooling and Servicing Agreement as so supplemented by this Series Supplement shall be read, taken, and construed as one and the same instrument.

     SECTION 14. Counterparts . This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

     SECTION 15. Governing Law . This Series Supplement and all disputes arising out of or relating to it shall be construed in accordance with the internal laws of the State of New York, without reference to its conflict of law provisions that would result in the application of the law of any state other than New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

     SECTION 16. Intention of Parties . The parties intend the sale, transfer, assignment or conveyance of Receivables, Interchange and all proceeds thereof in connection herewith to be a sale of financial assets in connection with a securitization and an absolute transfer for all purposes (other than for federal, state and local income and franchise tax purposes). The parties intend the sale, transfer, assignment or conveyance of Receivables in connection herewith to be treated as a sale for accounting purposes.

     SECTION 17. Amendment for Sale Accounting Purposes . If any Seller determines that (i) an amendment to this Agreement or the Pooling and Servicing Agreement is necessary or desirable for such Seller to maintain or establish sale accounting treatment under then-applicable financial accounting standards, and (ii) such Seller cannot enter into such amendment pursuant to

Section 13.01 of the Pooling and Servicing Agreement without obtaining the consent of a specified percentage of Investor Certificateholders, then the Master Servicer, the Sellers, the Trustee and the Servicers may nonetheless enter into such amendment without obtaining the consent of any Certificateholder of any Investor Certificates of this Series so long as the Trustee shall have been advised by the Rating Agencies that such amendment will not result in the downgrading or withdrawal of the rating assigned to any Class of any Series then outstanding or the rating assigned to any series, class or Tranche of Notes then outstanding.

     Any such amendment may include, without limitation, any changes necessary to convert the Trust from a “one-tier” securitization structure to a “two-tier” securitization structure. Notwithstanding the foregoing, any Investor Certificateholder that acquires an Investor Certificate of this Series will be deemed to have consented to any such amendment for all purposes, including for purposes of calculating whether the requisite consent percentage, if any, under Section 13.01 of the Pooling and Servicing Agreement has been received for any amendment that requires such consent because of the lack of provisions comparable to this Section 17 in the Series Supplements for other Series then outstanding (except that Investor Certificates beneficially owned by any Seller or any affiliate or agent of any Seller will not be included in any such calculation).

     SECTION 18. Election Under Delaware Asset-Backed Securities Facilitation Act. Without limiting any other provisions of the Pooling and Servicing Agreement or this Series Supplement, the parties hereto agree that (a) the transactions contemplated hereby constitute a “securitization transaction” and (b) to the fullest extent permitted under applicable law, including without limitation, the Asset-Backed Securities Facilitation Act Delaware Code Ann. tit. 6, § 2701A et seq: (1) all right, title and interest to the Receivables, whether now existing or hereafter acquired, all monies due or to become due with respect thereto, all proceeds of such Receivables and all Interchange (the “Transferred Assets”), which have been transferred to the Trust in connection with the securitization transactions contemplated herein, shall be deemed to no longer be the property, assets or rights of the Seller; (2) the Seller, its creditors or, in any insolvency proceeding with respect to the Seller or the Seller’s property, a bankruptcy trustee, receiver, debtor, debtor in possession or similar person, shall have no rights, legal or equitable, whatsoever to reacquire, reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of the Seller any of the Transferred Assets; and (3) in the event of a bankruptcy, receivership or other insolvency proceeding with respect to the Seller or the Seller’s property, such Transferred Assets shall not be deemed to be part of the Seller’s property, assets, rights or estate.

     SECTION 19. Increases to Series Investor Interest . In connection with any issuance of Notes, Discover Bank shall transfer to the Note Issuance Trust an additional fractional undivided interest in the assets of the Trust as represented by an increase in the Series Investor Interest for the Series 2007-CC Collateral Certificate from time to time, subject to the satisfaction of the conditions described below:

     (a) The Calculation Agent shall have notified Discover Bank, as Holder of the Seller Certificate, of the issuance of such Notes and Discover Bank shall have notified the Calculation Agent of its intention to transfer to the Note Issuance Trust an additional fractional undivided interest in the assets of the Trust as represented by an increase in the Series Investor Interest in an amount equal to the product of (i) the Nominal Liquidation Amount of any Notes to be issued by the Note Issuance Trust and (ii) the percentage of the Nominal Liquidation Amount of such

Notes to be allocated to the Series 2007-CC Collateral Certificate, as determined by Discover Bank as beneficiary of the Note Issuance Trust;

     (b) Discover Bank, as Holder of the Seller Certificate, shall have received an amount equal to (i) the issuance proceeds received by the Note Issuance Trust in connection with the corresponding issuance of Notes, multiplied by the percentage of the Nominal Liquidation Amount of such Notes to be allocated to the Series 2007-CC Collateral Certificate, minus (ii) the sum of (x) any issuance expenses relating to such notes multiplied by the percentage of the Nominal Liquidation Amount of such Notes to be allocated to the Series 2007-CC Collateral Certificate and (y) any amounts required to be retained in any reserve account or subaccount for the Note Issuance Trust in connection with such issuance of Notes, multiplied by the percentage of the Nominal Liquidation Amount of such Notes to be allocated to the Series 2007-CC Collateral Certificate;

     (c) Discover Bank, as Holder of the Seller Certificate, shall have notified the Trustee, in writing, at least one business day in advance of the date upon which the Series Investor Interest is to be increased, which notice shall state the amount of such increase in the Series Investor Interest;

     (d) The Sellers shall have delivered to the Trustee written confirmation from the Rating Agencies that they will not, as a result of the increase, change the rating of any Class of any Series outstanding at the time of the increase; and

     (e) Discover Bank, on behalf of the holder of the Seller Certificate, shall not be required to designate Additional Accounts or convey a Participation interest to the Trust pursuant to Section 2.10(a) of the Pooling and Servicing Agreement as a result of such increase.

          Upon any increase in the Series Investor Interest the Trustee shall make appropriate entries in the certificate registrar for the Series 2007-CC Collateral Certificate in the amount of the increase.

     SECTION 20. Amendments for Additional Collateral Certificates . Concurrently with the effectiveness of any documents relating to the assignment of any Additional Collateral Certificates (or, if applicable, direct interests in pools of credit card receivables) to the Note Issuance Trust, the parties hereto may amend this agreement without notice to or the consent of any Investor Certificateholder (or the holders of any series, class or Tranche of Notes then outstanding) to the extent necessary to reflect any changes in the definitions of “Series Excess Spread” and “Series Investor Interest” set forth herein, and to otherwise reflect any allocations or other provision with respect to the Notes or such Additional Collateral Certificates (or, if applicable, direct interests in pools of credit card receivables) subject to the condition that Discover Bank on behalf of the Holder of the Seller Certificate shall have been notified by the Rating Agencies that such amendment would not result in the lowering or withdrawal of the rating of any Class of any Series then outstanding.

IN WITNESS WHEREOF, the Seller, the Master Servicer, the Servicer and the Trustee have caused this Series Supplement to be duly executed by their respective officers thereunto duly authorized as of the date and year first above written.

EXHIBIT A

Form of Series 2007-CC Investor Certificate

EXHIBIT B

Form of Investor Certificateholders’ Monthly Statement

Discover Card Master Trust I

Series 2007-CC Monthly Statement

Exhibit 4.4

Execution Copy

Collateral Certificate Transfer Agreement

     THIS COLLATERAL CERTIFICATE TRANSFER AGREEMENT (this “ Agreement ”), by and between DISCOVER BANK, a Delaware banking corporation, as Depositor (“ Discover Bank ”), and DISCOVER CARD EXECUTION NOTE TRUST (the “ Note Issuance Trust ”) is made and entered into as of July 26, 2007.

     All terms used herein which are defined in the Trust Agreement dated as of July 2, 2007 between Discover Bank and Wilmington Trust Company, as owner trustee (the “ Owner Trustee ”), the Indenture dated as of July 26, 2007 between the Note Issuance Trust and U.S. Bank National Association in its capacity as Indenture Trustee (the “ Indenture Trustee”) or the Indenture Supplement for the DiscoverSeries Notes (the “ Indenture Supplement ”) dated as of July 26, 2007 between the Note Issuance Trust and the Indenture Trustee, each as may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, either directly or by reference therein, have the meanings assigned to them therein.

     Section 1. Transfer and Consideration . In consideration of the Note Issuance Trust’s payment to Discover Bank of the net proceeds of the initial sale of Notes, Discover Bank does hereby transfer, assign, set over, pledge and otherwise convey to the Note Issuance Trust, without recourse (subject to the obligations herein), all right, title and interest of Discover Bank in and to the Series 2007-CC Collateral Certificate and the proceeds thereof. The Series 2007-CC Collateral Certificate is issued by the Discover Card Master Trust I (the “ Master Trust ”) pursuant to the Amended and Restated Pooling and Servicing Agreement, as amended (the “ Amended and Restated Pooling and Servicing Agreement ”) dated as of November 3, 2004 between Discover Bank and U.S. Bank National Association and the Series 2007-CC Supplement (the “ Series Supplement ”) thereto as of July 26, 2007 between Discover Bank and U.S. Bank National Association. The parties to this Agreement intend that the conveyance of the Series 2007-CC Collateral Certificate and the proceeds thereof pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. If, notwithstanding such intention, the conveyance of the Series 2007-CC Collateral Certificate from Discover Bank to the Note Issuance Trust shall ever be characterized as a secured loan and not a sale, this Agreement shall be deemed to constitute a security agreement within the meaning of the UCC, and the conveyance by Discover Bank provided for in this Agreement shall be deemed to be a grant by Discover Bank to the Note Issuance Trust of a security interest in and to all of Discover Bank’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Series 2007-CC Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, goods, money, investment property, deposit accounts, letters of credit and letter-of-credit rights consisting of, arising from, or relating to the Series 2007-CC Collateral Certificate, and the proceeds thereof, to secure the obligations of Discover Bank hereunder.

     Section 2. Acceptance by the Note Issuance Trust . The Note Issuance Trust hereby acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter created, conveyed to the Note Issuance Trust pursuant to Section 1.

     Section 3. Closing . The transfer, assignment, set over, pledge and conveyance of the Series 2007-CC Collateral Certificate shall take place at the offices of Latham & Watkins LLP, Sears Tower, Suite 5800, Chicago, IL 60606 on July 26, 2007; provided, however, that physical

delivery of the Series 2007-CC Collateral Certificate to the Note Issuance Trust shall occur in the State of New York.

     Section 4. Allocations . All allocations with respect to the Series 2007-CC Collateral Certificate shall be made in accordance with the terms of the Series Supplement and the Pooling and Servicing Agreement. All reinvestments of Principal Amounts by the Note Issuance Trust in the Series 2007-CC Collateral Certificate will be made in accordance with the Indenture, each Indenture Supplement thereto and the Series Supplement, as applicable.

     Section 5. Increases in the Series Investor Interest of the Series 2007-CC Collateral Certificate . If the Calculation Agent on behalf of the Note Issuance Trust requests a transfer of an additional fractional undivided interest in the assets of the Master Trust as represented by an increase in the Series Investor Interest of the Series 2007-CC Collateral Certificate pursuant to Section 19 of the Series Supplement in connection with any issuance of notes under the Indenture and an Indenture Supplement, and such additional fractional undivided interest in such assets is transferred in the form an increase in the Series Investor Interest of the Series 2007-CC Collateral Certificate, the Note Issuance Trust shall pay to Discover Bank the proceeds from the issuance of notes (net of underwriting discounts and commissions and any other offering expenses paid by the Note Issuance Trust, and the amount of deposits into certain reserve accounts required under Section 2.03 of the Indenture Supplement for the DiscoverSeries Notes or any similar provision of another Indenture Supplement) in exchange for such transfer.

     Section 6. Limitation on Liability .

     (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Owner Trustee not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained will be construed as creating any liability on the Owner Trustee individually or personally, to perform any covenant of the Issuer either expressed or implied herein, all such liability, if any, being expressly waived by the parties to this Agreement and by any Person claiming by, through or under them and (iv) under no circumstances will the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any related documents.

     (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 Agreement, and recourse may be had solely to the Collateral pledged to secure the DiscoverSeries Notes under the Indenture and the Indenture Supplement.

     Section 7. Governing Law; Exclusive Forum . THIS COLLATERAL CERTIFICATE TRANSFER AGREEMENT 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; PROVIDED, HOWEVER, THAT THE PARTIES AGREE THAT THE DELAWARE ASSET-BACKED SECURITIES FACILITATION ACT SHALL GOVERN ANY SECURITY INTEREST GRANTED UNDER SECTION 1 HEREOF. EACH OF DISCOVER BANK AND THE NOTE ISSUANCE TRUST HEREBY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL OR EQUITABLE ACTION OR PROCEEDING BROUGHT BY IT ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE POOLING AND SERVICING AGREEMENT, THE SERIES 2007-CC COLLATERAL CERTIFICATE, THE NOTES OR THE INDENTURE SHALL BE BROUGHT EXCLUSIVELY IN ANY FEDERAL OR STATE COURT IN THE STATE OF DELAWARE, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY ACTION OR PROCEEDING BROUGHT AGAINST DISCOVER BANK OR THE NOTE ISSUANCE TRUST, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT.

     Section 8. Election Under Delaware Asset-Backed Securities Facilitation Act . The parties hereto agree that (a) the transactions contemplated hereby constitute a “securitization transaction” and (b) to the fullest extent permitted under applicable law, including without limitation, the Asset-Backed Securities Facilitation Act Delaware Code Ann. tit. 6, § 2701A et seq: (1) all right, title and interest in and to the Series 2007-CC Collateral Certificate and the proceeds thereof, whether now existing or hereafter acquired (the “ Collateral Certificate Interests ”), which have been transferred to the Note Issuance Trust in connection with the securitization transactions contemplated herein, shall be deemed to no longer be the property, assets or rights of Discover Bank; (2) Discover Bank, its creditors or, in any insolvency proceeding with respect to Discover Bank or Discover Bank’s property, a bankruptcy trustee, receiver, debtor, debtor in possession or similar person, shall have no rights, legal or equitable, whatsoever to reacquire, reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of the Seller any of the Collateral Certificate Interests; and (3) in the event of a bankruptcy, receivership or other insolvency proceeding with respect to Discover Bank or Discover Bank’s property, such Collateral Certificate Interests shall not be deemed to be part of Discover Bank’s property, assets, rights or estate.

[Remainder of page intentionally blank; signature page follows]

     The parties hereto have each caused this Agreement to be duly executed, by their representative officers hereunder duly authorized all as of the day and year first above written.

DISCOVER BANK				DISCOVER CARD EXECUTION NOTE TRUST
				By:		Wilmington Trust Company,
						not in its individual capacity but solely as Owner Trustee
By:		/s/ Michael F. Rickert		By:		/s/ Jennifer A. Luce
		Name: Michael F. Rickert				Name: Jennifer A. Luce
		Title: Vice President, Chief Financial Officer and Treasurer				Title: Sr. Financial Services Officer

Exhibit 4.5

Execution Version

DISCOVER CARD EXECUTION NOTE TRUST

as Issuer

and

U.S. BANK NATIONAL ASSOCIATION

as Indenture Trustee

INDENTURE

dated as of July 26, 2007

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 101. Definitions			4
Section 102. Acts of Noteholders			26
Section 103. Notices, etc., to Indenture Trustee and Issuer			28
Section 104. Compliance Certificates and Opinions			28
Section 105. Notices to Noteholders; Waiver			28
Section 106. Conflict with Trust Indenture Act			29
Section 107. Effect of Headings and Table of Contents			29
Section 108. Successors and Assigns			29
Section 109. Severability of Provisions			30
Section 110. Benefits of Indenture			30
Section 111. Governing Law			30
Section 112. Counterparts			30
Section 113. Indenture Referred to in the Trust Agreement			30
ARTICLE II
NOTE FORMS
Section 201. Forms Generally			31
Section 202. Forms of Notes			31
Section 203. Authentication of Notes; Form of Indenture Trustee’s Certificate of Authentication			31
Section 204. Notes Issuable in the Form of a Global Note			31
Section 205. Temporary Global Notes and Permanent Global Notes			34
Section 206. Beneficial Ownership of Global Notes			35
Section 207. Notices to Depository			36

		Page
ARTICLE III
THE NOTES
Section 301. General Title; General Limitations; Issuable in Series; Terms of a Series, Class or Tranche of Notes			37
Section 302. Denominations			40
Section 303. Execution, Authentication and Delivery and Dating			40
Section 304. Temporary Notes			41
Section 305. Registration, Transfer and Exchange			41
Section 306. Mutilated, Destroyed, Lost and Stolen Notes			44
Section 307. Payment of Interest; Interest Rights Preserved; Withholding Taxes			45
Section 308. Persons Deemed Owners			45
Section 309. Cancellation			45
Section 310. New Issuances of Notes			45
Section 311. Specification of Required Subordinated Amount and other Terms with Respect to each Series, Class or Tranche of Notes			48
ARTICLE IV
ISSUER ACCOUNTS AND INVESTMENTS
Section 401. Collections			49
Section 402. Issuer Accounts			49
Section 403. Investment of Funds in the Issuer Accounts			50
ARTICLE V
COLLECTIONS, ALLOCATIONS, DEPOSITS AND PAYMENTS
Section 501. Collections and Allocations			53
Section 502. Allocations of Finance Charge Amounts and Charge-offs			53
Section 503. Allocations of Principal Amounts			53
Section 504. Allocations of the Servicing Fee			54
Section 505. Final Payment			54
Section 506. Payments within a Series, Class or Tranche			54
Section 507. Appointment of Calculation; Resignation or Removal of Calculation Agent			55
Section 508. Delegation of Duties of Calculation Agent			55

		Page
Section 509. Merger or Consolidation of, or Assumption of the Obligations of, the Calculation Agent			55
ARTICLE VI
SATISFACTION AND DISCHARGE; CANCELLATION OF NOTES HELD BY THE ISSUER OR THE BANK
Section 601. Satisfaction and Discharge of Indenture			57
Section 602. Application of Trust Money			57
Section 603. Cancellation of Notes Held by the Issuer or the Beneficiary			57
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 701. Events of Default			59
Section 702. Acceleration of Maturity; Rescission and Annulment			60
Section 703. Application of Money Collected			61
Section 704. Indenture Trustee May Elect to Hold the Collateral Certificate			62
Section 705. Sale of Collateral for Accelerated Notes			62
Section 706. Limitation on Suits			62
Section 707. Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse			62
Section 708. Restoration of Rights and Remedies			63
Section 709. Rights and Remedies Cumulative			63
Section 710. Delay or Omission Not Waiver			63
Section 711. Control by Noteholders			63
Section 712. Waiver of Past Defaults			64
Section 713. Undertaking for Costs			64
Section 714. Waiver of Stay or Extension Laws			64
ARTICLE VIII
THE INDENTURE TRUSTEE
Section 801. Duties of Indenture Trustee			65
Section 802. Notice of Defaults			66
Section 803. Certain Matters Affecting the Indenture Trustee			67

		Page
Section 804. Indenture Trustee Not Liable for Recitals in Notes			68
Section 805. Indenture Trustee May Own Notes			68
Section 806. Beneficiary to Pay Indenture Trustee’s Fees and Expenses			69
Section 807. Beneficiary Indemnification of Indenture Trustee			69
Section 808. Disqualification; Conflicting Interests			70
Section 809. Eligibility Requirements for Indenture Trustee			70
Section 810. Resignation or Removal of Indenture Trustee			70
Section 811. Successor Trustee			71
Section 812. Merger or Consolidation of Indenture Trustee			71
Section 813. Appointment of Co-Trustee or Separate Trustee			72
Section 814. Preferential Collection of Claims Against Issuer			73
Section 815. Appointment of Authenticating Agent			73
Section 816. Tax Returns			74
Section 817. Indenture Trustee May File Proofs of Claim			75
Section 818. Indenture Trustee May Enforce Claims Without Possession of Notes			75
Section 819. Suits for Enforcement			76
Section 820. Representations and Warranties of Indenture Trustee			76
Section 821. Maintenance of Office or Agency			76
Section 822. Requests for Agreement			77
ARTICLE IX
NOTEHOLDERS’ MEETINGS, LISTS, REPORTS BY INDENTURE TRUSTEE, ISSUER AND BENEFICIARY
Section 901. Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders			78
Section 902. Preservation of Information; Communications to Noteholders			78
Section 903. Reports by Indenture Trustee			79
Section 904. Meetings of Noteholders; Amendments and Waivers			80
Section 905. Reports by Issuer to the Commission			82
ARTICLE X
INDENTURE SUPPLEMENTS AND AMENDMENTS TO THE TRUST AGREEMENT AND POOLING AND SERVICE AGREEMENT
Section 1001. Supplemental Indentures and Amendments Without Consent of Noteholders			84

		Page
Section 1002. Supplemental Indentures with Consent of Noteholders			86
Section 1003. Execution of Amendments and Supplemental Indentures			88
Section 1004. Effect of Amendments and Supplemental Indentures			88
Section 1005. Conformity with Trust Indenture Act			88
Section 1006. Reference in Notes to Supplemental Indentures			88
Section 1007. Amendments to the Trust Agreement			88
Section 1008. Amendments to Pooling and Servicing Agreement			89
Section 1009. Deemed Consent to Combination of Master Trust and Issuer			90
ARTICLE XI
REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER
Section 1101. Representations and Warranties of Issuer			91
Section 1102. Payment of Principal and Interest			91
Section 1103. Maintenance of Office or Agency			92
Section 1104. Money for Note Payments to be Held in Trust			92
Section 1105. Statement as to Compliance			94
Section 1106. Legal Existence			94
Section 1107. Further Instruments and Acts			94
Section 1108. Compliance with Laws			95
Section 1109. Notice of Events of Default			95
Section 1110. Certain Negative Covenants			95
Section 1111. No Other Business			95
Section 1112. Rule 144A Information			95
Section 1113. Performance of Obligations			96
Section 1114. Issuer May Consolidate, Etc., Only on Certain Terms			96
Section 1115. Successor Substituted			98
Section 1116. Guarantees, Loans, Advances and Other Liabilities			98
Section 1117. Capital Expenditures			98
Section 1118. Restricted Payments			98
Section 1119. No Borrowing			99

		Page
ARTICLE XII
EARLY REDEMPTION OF NOTES
Section 1201. Applicability of Article			100
Section 1202. Cleanup Call			101
Section 1203. Notice			102
ARTICLE XIII
COLLATERAL
Section 1301. Collateral			103
Section 1302. Recording			103
Section 1303. Trust Indenture Act Requirements			104
Section 1304. Suits To Protect the Collateral			105
Section 1305. Powers Exercisable by Receiver or Indenture Trustee			105
Section 1306. Release of all Collateral			105
Section 1307. Opinions as to Collateral			106
Section 1308. Certain Commercial Law Representations and Warranties			106
Section 1309. Addition of Assets			107
ARTICLE XIV
MISCELLANEOUS
Section 1401. Custody of the Collateral			109
Section 1402. Noteholders’ Monthly Statement			109
Section 1403. Payment Instruction to Master Trust			109
Section 1404. No Petition			109
Section 1405. Trust Obligations			109
Section 1406. Limitations on Liability			110
Section 1407. Election Under Delaware Asset-Backed Securities Facilitation Act			110
Section 1408. Tax Treatment			111
Section 1409. Actions Taken by the Issuer			111
Section 1410. Alternate Payment Provisions			111
Section 1411. Final Distribution			111

		Page
Section 1412. Termination Distributions			112
Section 1413. Derivative Counterparty, Supplemental Credit Enhancement Provider and Supplemental Liquidity Provider as Third-Party Beneficiary			112
Section 1414. No Prohibited Transactions			112
ARTICLE XV
COMPLIANCE WITH REGULATION AB
Section 1501. Intent of the Parties; Reasonableness			113
Section 1502. Additional Representations and Warranties of the Indenture Trustee			113
Section 1503. Information to be Provided by the Indenture Trustee			113
Section 1504. Indenture Trustee’s Report on Assessment of Compliance and Attestation			115
ARTICLE XVI
SUBORDINATION
Section 1601. Subordination of Subordinate Notes			116

EXHIBITS

EXHIBIT A		ASSIGNMENT OF ADDITIONAL ASSETS
EXHIBIT B-1		FORM OF CLEARANCE SYSTEM CERTIFICATE TO BE GIVEN TO THE INDENTURE TRUSTEE BY EUROCLEAR OR CLEARSTREAM FOR DELIVERY OF DEFINITIVE NOTES IN EXCHANGE FOR A PORTION OF A TEMPORARY GLOBAL NOTE
EXHIBIT B-2		FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BY [ • ] WITH RESPECT TO REGISTERED NOTES SOLD TO QUALIFIED INSTITUTIONAL BUYERS
EXHIBIT B-3		FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BY A BENEFICIAL OWNER OF NOTES, OTHER THAN A QUALIFIED INSTITUTIONAL BUYER
EXHIBIT C		FORM OF COMPLIANCE CERTIFICATE
EXHIBIT D		FORM OF INDENTURE TRUSTEE’S LITIGATION CERTIFICATE
EXHIBIT E		SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
EXHIBIT F		FORM OF ANNUAL CERTIFICATION

          THIS INDENTURE between DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust organized under the laws of the State of Delaware (the “ Issuer ” or the “ Note Issuance Trust ”), having its principal office at 1100 N. Market Street Wilmington, Delaware 19890-0001, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, in its capacity as Indenture Trustee (the “ Indenture Trustee ”), is made and entered into as of July 26, 2007.

RECITALS OF THE ISSUER

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

GRANTING CLAUSE

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

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

          (ii) the Collections Account;

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

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

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

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

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

          (viii) all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit and letter-of-credit rights; and

          (ix) all proceeds of the foregoing.

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

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

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

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

AGREEMENTS OF THE PARTIES

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

LIMITED RECOURSE

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

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

ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          Section 101. Definitions . For all purposes of this Indenture and any Indenture Supplement, except as otherwise expressly provided or unless the context otherwise requires:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Assignment of Additional Assets ” means any and all documents necessary to pledge under this Indenture the interest in an Additional Collateral Certificate (or, if applicable, direct interests in pools of credit card receivables) and any other assets related thereto and comparable to assets described in the Granting Clause, including an assignment substantially in the form attached hereto as Exhibit A of this Indenture (with such additions or changes thereto as the Issuer and the Indenture Trustee, with the consent of the Beneficiary, shall deem appropriate).

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

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

          “ Bearer Note ” means a Note in bearer form.

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

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

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

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

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

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

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

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

          (b) any other amounts designated as “Series Investor Charged-Off Amounts,” “Charge-offs” or a comparable term under any Additional Collateral Certificate, any related

Series Supplement or an Assignment of Additional Assets for such Due Period, in each case to the extent allocated to the Issuer.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Dollar Note ” means a Note denominated in Dollars.

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

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

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

          “ Eligible Institution ” means (a) a depository institution (which may be the Indenture Trustee, the Owner Trustee or any affiliate thereof, but not Discover Bank or any

Affiliate thereof) organized under the laws of the United States of America or any one of the states thereof, including the District of Columbia (or any U.S. branch of a foreign bank), which at all times (i) has either (x) a long-term unsecured debt rating of A2 or better by Moody’s or (y) a certificate of deposit rating of P-1 by Moody’s, (ii) has either (x) a long-term unsecured debt rating of AA- by Standard & Poor’s or (y) a certificate of deposit rating of A-1+ by Standard & Poor’s, (iii) has either (x) if such institution is rated by Fitch, a long-term unsecured debt rating of A- by Fitch or (y) a certificate of deposit rating of F1 by Fitch and (iv) is a member of the FDIC or (b) any other institution that is reasonably acceptable to Moody’s, Standard & Poor’s and Fitch.

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

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

          “ Event of Default ” is defined in Section 701 .

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

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

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

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

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

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

          “ Expected Principal Payment Date ” means, with respect to any Series, Class or Tranche of Notes, the scheduled due date of any payment of principal on such Notes, as specified in the related Indenture Supplement, or if such day is not a Business Day, the next following Business Day, unless such day is in the next calendar month, in which case such Expected Principal Payment Date, unless otherwise specified in the related Indenture Supplement, will be the last Business Day of the current calendar month. The Expected Maturity Date for any Series, Class or Tranche of Notes shall also be an Expected Principal Payment Date for such Series, Class or Tranche.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Indenture Trustee ” means the Person named as the Indenture Trustee in the first paragraph of this Indenture until a successor Indenture Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “ Indenture Trustee ” means and includes each Person who is then an Indenture Trustee hereunder. If at any time there is more

than one such Person, “ Indenture Trustee ” as used with respect to the Notes of any Series, Class or Tranche means the Indenture Trustee with respect to Notes of that Series, Class or Tranche.

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

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

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

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

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

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

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

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

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

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

          “ Issuer Accounts ” means, collectively, the Collections Account and any Issuer Account established under Section 402 hereof or under any Indenture Supplement, including any Subaccounts thereof. For the avoidance of doubt, any account of the Issuer included in any

agreement purporting to establish the Indenture Trustee’s control (within the meaning of Sections 8-106, 9-104 or 9-106 of the UCC) over such account shall be an Issuer Account.

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

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

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

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

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

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

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

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

Certificate or related Master Trust, the master servicer and any successor servicer under any related Pooling and Servicing Agreement.

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

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

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

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

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

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

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

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

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

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

          “ Note Rating Agency ” means, with respect to any Outstanding Series, Class or Tranche of Notes, each nationally recognized statistical rating organization selected by the Issuer

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

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

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

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

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

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

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

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

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

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

          (d) any Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, or which will have been paid pursuant to

the terms of Section 306 (except with respect to any such Note as to which proof satisfactory to the Indenture Trustee is presented that such Note is held by a person in whose hands such Note is a legal, valid and binding obligation of the Issuer).

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

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

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

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

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

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

plus , in either case, without duplication, the amount of any increase in the Outstanding Dollar Principal Amount of such Series, Class or Tranche of Notes due to the issuance of additional Notes of such Series, Class or Tranche pursuant to Section 310 or the applicable Indenture Supplement. Notwithstanding the foregoing, with respect to any Class or Tranche of Notes for which a Receivables Sale has occurred, the Outstanding Dollar Principal Amount shall be zero.

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

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

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

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

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

          “ Permitted Investments ” means:

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

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

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

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

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

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

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

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

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

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

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

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

          “ Principal Allocation Amount ” with respect to any Series, Class or Tranche of Notes for any Due Period means the Nominal Liquidation Amount for such Series, Class or Tranche of Notes as of the first day of such Due Period; provided, however, that unless otherwise specified in the applicable Indenture Supplement, with respect to any Series, Class or Tranche of

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

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

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

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

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

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

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

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

          “ Proceeds ” means,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (b) with respect to each Additional Collateral Certificate,

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

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

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

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

Notwithstanding the foregoing, if at any time the Issuer, Discover Bank or any additional seller or depositor has obtained a letter of credit in the form and substance reasonably satisfactory to

the Indenture Trustee in an amount determined in accordance with the calculation above with respect to any Collateral Certificate, and has received written confirmation from each applicable Note Rating Agency that replacing the Required Daily Deposit for such Collateral Certificate with such letter of credit will not cause a Rating Effect, the Required Daily Deposit shall be zero.

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

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

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

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

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

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

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

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

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

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

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

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

          “ Series 2007-CC Collateral Certificate ” means the Series 2007-CC Collateral Certificate issued pursuant to, and all rights and benefits allocated to the Series 2007-CC

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

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

          “ Series 2007-CC Collateral Certificate Transfer Agreement ” means that certain agreement dated as of July 26, 2007, as the same may be amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time, pursuant to which Discover Bank conveyed the Series 2007-CC Collateral Certificate to the Issuer.

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

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

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

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

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

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

          “ Series Supplement ” means, for the Series 2007-CC Collateral Certificate, the Series 2007-CC Series Supplement, and for any other Collateral Certificate means, any series supplement to the applicable Pooling and Servicing Agreement under which such Collateral Certificate was issued, as set forth in the applicable Assignment of Additional Assets, as the same may be amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Trust Agreement ” means the Trust Agreement dated as of July 2, 2007 between the Discover Bank, as Beneficiary and Wilmington Trust Company, as Owner Trustee as the same may be amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

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

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

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

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

          “ U.S. Depository ” means, unless otherwise specified by the Issuer pursuant to Section 204 or 301 , with respect to Notes of any Tranche issuable or issued as a Global Note within the United States, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Securities Exchange Act, or other applicable statute or regulation.

          Section 102. Acts of Noteholders .

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

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

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

          (ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuer and the Indenture Trustee by any bank, trust company or recognized securities dealer, as depositary, wherever situated, satisfactory to the Issuer. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company or recognized securities dealer by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or

coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.

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

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

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

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

          (h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 301 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices.

          (i) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note

held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.

          Section 103. Notices, etc., to Indenture Trustee and Issuer . Any Action of Noteholders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Indenture Trustee by any Noteholder or by the Issuer will be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid or sent via facsimile transmission to the Indenture Trustee at its Corporate Trust Office, or the Issuer by the Indenture Trustee or by any Noteholder will be sufficient for every purpose hereunder (except as provided in Subsection 701(c) ) if in writing and mailed, first-class postage prepaid, to the Issuer addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Indenture Trustee by the Issuer.

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

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

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

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

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

          Section 105. Notices to Noteholders; Waiver .

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

affect the sufficiency of such notice with respect to other Noteholders and any notice that is mailed, sent by facsimile, sent by electronic transmission or delivered in the manner herein provided shall conclusively have been presumed to have been duly given.

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

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

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

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

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

          Section 106. Conflict with Trust Indenture Act . If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision will control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision will be deemed to apply to this Indenture as so modified or excluded, as the case may be.

          Section 107. Effect of Headings and Table of Contents . The Article and Section headings herein and the Table of Contents are for convenience only and will not affect the construction hereof.

          Section 108. Successors and Assigns . All covenants and agreements in this Indenture by the Issuer will bind its successors and assigns, whether so expressed or not. All covenants and agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents of the Indenture Trustee.

          Section 109. Severability of Provisions . In case any provision in this Indenture or in the Notes will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

          Section 110. Benefits of Indenture . Nothing in this Indenture or in any Notes, express or implied, will give to any Person, other than the parties hereto and their successors hereunder, any Authenticating Agent or Paying Agent, the Note Registrar, Derivative Counterparties (to the extent specified in the applicable Derivative Agreement), Supplemental Credit Enhancement Providers and Supplemental Liquidity Providers (each to the extent specified in the applicable Supplemental Credit Enhancement Agreement and Supplemental Liquidity Agreement, as applicable) and the Holders of Notes (or such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture.

          Section 111. Governing Law . THIS INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ANY CONFLICT OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.

          Section 112. Counterparts . This Indenture may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.

          Section 113. Indenture Referred to in the Trust Agreement . This is the Indenture referred to in the Trust Agreement.

[END OF ARTICLE I]

ARTICLE II

NOTE FORMS

          Section 201. Forms Generally . The Notes will have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or the applicable Indenture Supplement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be required to comply with applicable laws or regulations or with the rules of any securities exchange, or as may, consistently herewith, be determined by the Issuer, as evidenced by the Issuer’s execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

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

          Section 202. Forms of Notes . Each Note will be in one of the forms approved from time to time by or pursuant to an Indenture Supplement.

          Section 203. Authentication of Notes; Form of Indenture Trustee’s Certificate of Authentication . The Indenture Trustee will authenticate and deliver, upon the order of Discover Bank as Beneficiary of the Note Issuance Trust, the Notes of each Series, Class or Tranche, to be issued under any Indenture Supplement. The form of Indenture Trustee’s Certificate of Authentication for any Note issued pursuant to this Indenture will be substantially as follows:

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

		U.S. BANK NATIONAL ASSOCIATION,
		as Indenture Trustee,
		By:
				Authorized Signatory
		Dated:

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

          (a) If the Issuer establishes pursuant to Sections 202 and 301 that the Notes of a particular Series, Class or Tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Issuer will execute and the Indenture Trustee or its agent will, in accordance with Section 303 and the authentication order delivered to the Indenture Trustee or

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

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

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

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

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

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

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

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

          Section 205. Temporary Global Notes and Permanent Global Notes .

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

          (b) Unless otherwise provided in the applicable Indenture Supplement, exchanges of beneficial interests in or security entitlements to Temporary Global Notes for beneficial interests in or security entitlements to Permanent Global Notes will be made as provided in this clause. The Beneficiary will, upon its determination of the date of completion of the distribution of the Notes of such Series, Class or Tranche, so advise the Indenture Trustee, the Issuer, the Foreign Depository, and each foreign clearing agency forthwith. Without unnecessary delay, but in any event not prior to the Exchange Date, the Issuer will execute and deliver to the Indenture Trustee at the office of its designated agent outside the United States Permanent Global Notes in bearer or registered form (as specified in the applicable Indenture Supplement) in an aggregate principal amount equal to the Outstanding Dollar Principal Amount of such Series, Class or Tranche of Notes. Bearer Notes so issued and delivered may have coupons attached. The Temporary Global Note may be exchanged for an equal aggregate principal amount of Permanent Global Notes only on or after the Exchange Date. A United States Person may exchange its beneficial interest in or security entitlement to the Temporary Global Note only for an equal aggregate principal amount of Permanent Global Notes in registered form bearing the applicable legend set forth in the form of Registered Note attached to the applicable Indenture Supplement and having a minimum denomination of $500,000, which may be in temporary form if the Issuer so elects. The Issuer may waive the $500,000 minimum denomination requirement if it so elects. Upon any demand for exchange for Permanent Global Notes in accordance with this clause, the Issuer will cause the Indenture Trustee to authenticate and deliver the Permanent Global Notes to the Holder (x) outside the United States, in the case of Bearer Notes and (y) according to the instructions of the Holder, in the case of Registered Notes, but in either case only upon presentation to the Indenture Trustee of a written statement substantially in the form of Exhibit B-1 (or such other form as the Issuer may determine) with respect to the Temporary Global Note, or portion thereof being exchanged, signed by a foreign clearing agency or Foreign Depository and dated the Exchange Date or a subsequent date, to the effect that it has received in writing or by tested telex (i) in the case of beneficial ownership of the Temporary Global Note, or a portion thereof being exchanged, by a United States qualified institutional buyer pursuant to this clause, the certificate substantially in the form of Exhibit B-2 (or such other form as the Issuer may determine) signed by the beneficial owner which sold the relevant Notes or (ii) in all other cases, the certificate substantially in the form of Exhibit B-3 (or such other form as the Issuer may determine), the certificate referred to in this clause (ii) being dated on the earlier of the first payment of interest in respect of such Note and the date of the delivery of such Note in definitive form. Upon receipt of such certification, the Indenture

Trustee will cause the Temporary Global Note to be endorsed in accordance with clause (d). Any exchange as provided in this Section will be made free of charge to the Holders and the beneficial owners of the Temporary Global Note and to the beneficial owners of the Permanent Global Note issued in exchange, except that a Person receiving the Permanent Global Note must bear the cost of insurance, postage, transportation and the like in the event that such Person does not receive such Permanent Global Note in person at the offices of a foreign clearing agency or Foreign Depository.

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

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

          Section 206. Beneficial Ownership of Global Notes . Until definitive Notes have been issued to the applicable Noteholders pursuant to Section 204 or as otherwise specified in any applicable Indenture Supplement:

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

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

          For purposes of any provision of this Indenture requiring or permitting actions with the consent of, or at the direction of, Noteholders evidencing a specified percentage of the Outstanding Dollar Principal Amount of Outstanding Notes, such direction or consent may be given by Note Owners (acting through the clearing agency and the clearing agency’s

participants) owning interests in or security entitlements to Notes evidencing the requisite percentage of principal amount of Notes.

          Section 207. Notices to Depository . Whenever any notice or other communication is required to be given to Noteholders with respect to which book-entry Notes have been issued, unless and until Notes in definitive form will have been issued to the related Note Owners, the Indenture Trustee will give all such notices and communications to the applicable clearing agency or Depository.

[END OF ARTICLE II]

ARTICLE III

THE NOTES

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

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

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

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

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

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

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

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

     (i) the Series designation;

     (ii) the Stated Principal Amount of the Notes;

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

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

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

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

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

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

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

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

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

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

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

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

     (xv) any Events of Default or Early Redemption Events with respect to such Series, Class or Tranche of Notes, if not set forth herein, any cure provisions with respect to such events and any additions, deletions or other changes to the Events of

Default or Early Redemption Events set forth herein that will be applicable to such Series, Class or Tranche of Notes (including a provision making any Event of Default or Early Redemption Event set forth herein inapplicable to the Notes of that Series, Class or Tranche);

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          Section 302. Denominations . The Notes of each Series, Class or Tranche will be issuable in such denominations and currency as will be provided in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement. In the absence of any such provisions with respect to the Registered Notes of any Series, Class or Tranche, the Registered Notes of that Series, Class or Tranche will be issued in denominations of $100,000 and multiples of $1,000 in excess thereof. In the absence of any such provisions with respect to the Bearer Notes of any Series, Class or Tranche, the Bearer Notes of that Series, Class or Tranche will be issued in denominations of 1,000, 5,000, 50,000 and 100,000 units of the applicable currency.

          Section 303. Execution, Authentication and Delivery and Dating .

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

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

          (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon receipt of an authentication order in accordance with Section 203 above, authenticate and deliver such Notes as in this Indenture provided and not otherwise.

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

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

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

          Section 304. Temporary Notes .

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

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

          Section 305. Registration, Transfer and Exchange .

          (a) The Issuer will keep or cause to be kept a register (herein sometimes referred to as the “ Note Register ”) in which, subject to such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Registered Notes, or of Registered Notes of a particular Series, Class or Tranche, and for transfers of Registered Notes or of Registered Notes of such Tranche. Any such register will be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers will be available for inspection by the Indenture Trustee at the office or agency to be maintained by the Issuer as provided in Section 1103 .

          (b) Subject to Section 204 , upon surrender for transfer of any Registered Note of any Series, Class or Tranche at the office or agency of the Issuer in a Place of Payment, if the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, and, upon receipt

41

of such surrendered Note, the Indenture Trustee will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Notes of such Series, Class or Tranche of any authorized denominations, of a like aggregate Stated Principal Amount, Expected Maturity Date and Legal Maturity Date and of like terms.

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

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

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

          (f) Unless otherwise provided in the Note to be transferred or exchanged, no service charge will be made on any Noteholder for any transfer or exchange of Notes, but the Issuer may (unless otherwise provided in such Note) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes before the transfer or exchange will be complete, other than exchanges pursuant to Section 304 not involving any transfer.

          (g) None of the Issuer, the Note Registrar or the Indenture Trustee shall be required (i) to issue, register the transfer of or exchange any Notes of any Series, Class or Tranche during a period beginning at the opening of business 15 days before the day of selection of Notes of such Series, Class or Tranche to be redeemed and ending at the close of business on (A) if Notes of such Series, Class or Tranche are issuable only as Registered Notes, the day of the mailing of the relevant notice of redemption of Registered Notes of such Series, Class or Tranche so selected for redemption or (B) if Notes of the Series, Class or Tranche are issuable as Bearer Notes, the day of the first publication of the relevant notice of redemption or, if Notes of

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the Series, Class or Tranche are also issuable as Registered Notes and there is no publication, the mailing of the relevant notice of redemption or (ii) to register the transfer or exchange of any Notes or portions thereof so selected for redemption.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          Section 308. Persons Deemed Owners . Title to any Bearer Note, including any coupons appertaining thereto, shall pass by delivery. The Issuer, the Indenture Trustee, the Owner Trustee, the Beneficiary and any agent of the Issuer, the Indenture Trustee, the Owner Trustee or the Beneficiary may treat the Person who is proved to be the owner of such Note pursuant to Subsection 102(c) as the owner of such Note for the purpose of receiving payment of principal of and (subject to Section 307 ) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Indenture Trustee, the Owner Trustee, the Beneficiary, nor any agent of the Issuer, the Indenture Trustee, the Owner Trustee or the Beneficiary will be affected by notice to the contrary.

          Section 309. Cancellation . All Notes surrendered for payment, redemption, transfer, conversion or exchange will be cancelled by the Indenture Trustee, and, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and, if not already canceled, will be promptly canceled by it. No Note will be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture. The Indenture Trustee will dispose of all canceled Notes in accordance with its customary procedures and will deliver a certificate of such disposition to the Issuer.

          Section 310. New Issuances of Notes .

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

     (i) on or prior to the third Business Day before the date that the new issuance is to occur, the Issuer delivers to the Indenture Trustee notice of such new issuance; provided, however , that notice of the issuance of the Class B(2007-1) DiscoverSeries Notes and Class C(2007-1) DiscoverSeries Notes will not be required;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

47

are part of a Series, Class or Tranche of Notes, as applicable, for which all previously issued Notes in such Series, Class or Tranche have the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuer will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to any applicable Issuer Account will be increased proportionately to reflect the principal amount of the additional Notes.

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

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

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

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

[END OF ARTICLE III]

ARTICLE IV

ISSUER ACCOUNTS AND INVESTMENTS

          Section 401. Collections . Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance from any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture including, without limitation, all funds and other property payable to the Indenture Trustee in connection with the Collateral. The Indenture Trustee will hold all such money and property received by it as part of the Collateral and will apply it as provided in this Indenture.

          Section 402. Issuer Accounts .

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

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

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

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

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

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

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

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

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

such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the Indenture Trustee) (and other than fees and expenses of the securities intermediary relating to the applicable Issuer Account), (G) such agreement between such securities intermediary and the Indenture Trustee shall be governed by the laws of the State of New York, and (H) the State of New York shall be the securities intermediary’s jurisdiction for purposes of the UCC; provided, however, that any such Permitted Investment that would constitute an interest in a trust, partnership or limited liability company shall not be held in an Issuer Account with a securities intermediary but shall be delivered to the Indenture Trustee in the State of New York registered in the name of the Indenture Trustee or duly endorsed in blank.

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

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

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

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

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

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

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

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

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

[END OF ARTICLE IV]

ARTICLE V

COLLECTIONS, ALLOCATIONS, DEPOSITS AND PAYMENTS

          Section 501. Collections and Allocations . The Calculation Agent shall instruct the Indenture Trustee to apply all funds on deposit in the Collections Account as described in this Article V of the Indenture and in any Indenture Supplement for any Series, Class or Tranche of Notes.

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

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

               (i) the product of

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

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

               (ii) the product of

     (A) the Finance Charge Prefunding Negative Spread Amounts and

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

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

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

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

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

          (a) the Principal Amounts for such Due Period and

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

          Section 504. Allocations of the Servicing Fee .

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

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

     (i) the Servicing Fee for such Due Period and

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

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

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

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

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

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

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

          Section 507. Appointment of Calculation Agent; Resignation or Removal of Calculation Agent . Discover Bank is hereby appointed as Calculation Agent hereunder. The Calculation Agent shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Calculation Agent could take to make the performance of its duties hereunder permissible under applicable law. For purposes of the foregoing sentence, applicable law shall include, without limitation, any condition that relates to the activities of the Calculation Agent under any requirements of law and that, in the Calculation Agent’s reasonable judgment, must be satisfied in order for any affiliate of the Calculation Agent not otherwise treated as a bank holding company (or any similar designation under the Bank Holding Company Act of 1956, as said act may be amended from time to time) to avoid being treated as a bank holding company under the Bank Holding Company Act of 1956, as amended, or to avoid limitations under said act upon the activities in which the Calculation Agent or any affiliate of the Calculation Agent may engage. Any such determination permitting the resignation of the Calculation Agent shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or a successor Calculation Agent, as applicable, shall have assumed the responsibilities and obligations of the Calculation Agent hereunder. The successor Calculation Agent shall be (i) for any Collateral Certificate, the successor Master Servicer under the related Pooling and Servicing Agreement, and (ii) for the Note Issuance Trust, the successor Master Servicer under the DCMT Pooling and Servicing Agreement. If any successor Master Servicer shall decline to assume the responsibilities and obligations of the Calculation Agent hereunder, the Indenture Trustee shall appoint a Calculation Agent. If the Indenture Trustee is unable to appoint a successor Calculation Agent, the Indenture Trustee may petition a court of competent jurisdiction for the appointment of a successor Calculation Agent.

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

          Section 509. Merger or Consolidation of, or Assumption of the Obligations of, the Calculation Agent . Nothing in this Indenture shall prevent any consolidation or merger of the Calculation Agent with or into any other corporation, or any consolidation or merger of any other corporation with or into the Calculation Agent, or any sale or transfer of all or substantially all of the property and assets of the Calculation Agent to any other corporation lawfully entitled to acquire the same; provided, however, that, so long as Notes are outstanding hereunder, the Calculation Agent covenants and agrees that any such consolidation, merger, sale or transfer shall be upon the condition that the due and punctual performance and observance of all the terms, covenants and conditions of this Indenture to be kept or performed by the Calculation Agent shall, by an agreement supplemental hereto, executed and delivered to the Indenture Trustee, be assumed by the corporation (if other than the Calculation Agent) formed by or resulting from any such consolidation or merger, or which shall have received the transfer of all or substantially all of the property and assets of the Calculation Agent, just as fully and

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effectually as if such successor corporation had been the original party of the first part hereto; and in the event of any such sale or transfer the predecessor Calculation Agent may be dissolved, wound up and liquidated at any time thereafter. The Calculation Agent shall notify the applicable Note Rating Agencies of any consolidation, merger or transfer of all or substantially all of its property or assets pursuant to this Section 509.

[END OF ARTICLE V]

ARTICLE VI

SATISFACTION AND DISCHARGE; CANCELLATION OF NOTES
HELD BY THE ISSUER OR THE BANK

          Section 601. Satisfaction and Discharge of Indenture . This Indenture will cease to be of further effect with respect to any Series, Class or Tranche of Notes (except as to any surviving rights of transfer or exchange of Notes of that Series, Class or Tranche expressly provided for herein or in the form of Note for that Series, Class or Tranche), and the Indenture Trustee, on demand of and at the expense of the Issuer, will execute proper instruments acknowledging satisfaction and discharge of this Indenture as to that Series, Class or Tranche, when:

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

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

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

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

          Section 602. Application of Trust Money . All money and obligations deposited with the Indenture Trustee pursuant to Sections 601 or 603 and all money received by the Indenture Trustee in respect of such obligations will be held in trust and applied by it, in accordance with the provisions of the Series, Class or Tranche of Notes in respect of which it was deposited and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Indenture Trustee may determine, to the Persons entitled thereto, of the principal and interest for whose payment that money and obligations have been deposited with or received by the Indenture Trustee.

          Section 603. Cancellation of Notes Held by the Issuer or any Beneficiary . If the Issuer, the Depositor or any of their Affiliates holds any Notes, that Holder may, subject to any provisions of a related Indenture Supplement limiting the repayment of such Notes, by notice

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from that Holder to the Indenture Trustee, cause the Notes to be repaid and canceled, whereupon the Notes will no longer be Outstanding.

[END OF ARTICLE VI]

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

          Section 701. Events of Default . “ Event of Default ,” wherever used herein, means with respect to any Series, Class or Tranche of Notes any one of the following events (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is either expressly stated to be inapplicable to a particular Series, Class or Tranche or specifically deleted or modified in the applicable Indenture Supplement creating such Series, Class or Tranche of Notes or in the form of Note for such Series, Class or Tranche:

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

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

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

          (d) (i) the Issuer shall file a petition or commence a proceeding (A) to take advantage of any bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B)

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

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

          Section 702. Acceleration of Maturity; Rescission and Annulment .

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

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

          (c) If an Event of Default described in clause (d) of Section 701 occurs and is continuing, then the Outstanding Dollar Principal Amount of all the Notes then Outstanding of all Series, Classes and Tranches and all interest accrued or principal accreted and unpaid (if any)

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thereon will automatically be and become immediately due and payable by the Issuer, without notice or demand to any Person, and the Issuer will automatically and immediately be obligated to pay off the Notes.

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

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

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

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

          Section 703. Application of Money Collected . Any money or other property collected by the Indenture Trustee with respect to a Series, Class or Tranche of Notes pursuant to this Article VII will be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Notes of such Series, Class or Tranche and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

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

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

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

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          Section 704. Indenture Trustee May Elect to Hold the Collateral Certificate . Following an acceleration of any Series, Class or Tranche of Notes, the Indenture Trustee may elect to continue to hold any Collateral Certificate, refrain from directing a Receivables Sale and apply distributions on such a Collateral Certificate in accordance with the regular distribution provisions pursuant to Article V of this Indenture and the allocation provisions of the applicable Indenture Supplement, except that principal will be paid on the accelerated Series, Class or Tranche of Notes to the extent funds are received and allocated to the accelerated Series, Class or Tranche, and payment is permitted by the subordination provisions of the accelerated Series, Class or Tranche.

          Section 705. Sale of Collateral for Accelerated Notes . In the case of a Series, Class or Tranche of Notes that has been accelerated following an Event of Default, the Indenture Trustee may, and at the direction of the Majority Holders of that Series, Class or Tranche of Notes will, cause the Issuer to sell Collateral as provided in the related Indenture Supplement (which may include a direction to any Master Trust Trustee to sell receivables supporting any Collateral Certificate).

          Section 706. Limitation on Suits . No Holder of any Note of any Series, Class or Tranche will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee or similar official, or for any other remedy hereunder, unless:

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

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

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

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

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

          Section 707. Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse . Notwithstanding any other provisions in this Indenture, the Holder of any Note will have the right, which is absolute and unconditional, to receive payment of the

62

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

          Section 708. Restoration of Rights and Remedies . If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Issuer, the Indenture Trustee and the Noteholders will, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders will continue as though no such proceeding had been instituted.

          Section 709. Rights and Remedies Cumulative . No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy will, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other appropriate right or remedy.

          Section 710. Delay or Omission Not Waiver . No delay or omission of the Indenture Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

          Section 711. Control by Noteholders . The Majority Holders of any affected Series, Class or Tranche will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to the Notes of such Series, Class or Tranche, provided that:

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

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

          Section 712. Waiver of Past Defaults . Holders of more than 66 ² / ₃ % of the Outstanding Dollar Principal Amount of any Series, Class or Tranche may on behalf of the Holders of all the Notes of such Series, Class or Tranche waive any past default hereunder or under the related Indenture Supplement with respect to such Series, Class or Tranche and its consequences, except a default not theretofore cured:

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

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

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

          Section 713. Undertaking for Costs . All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof will be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section will not apply to any suit instituted by the Indenture Trustee, to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 25% in Outstanding Dollar Principal Amount of the Outstanding Notes of any Series, Class or Tranche to which the suit relates, or to any suit instituted by any Noteholders for the enforcement of the payment of the principal of or interest on any Note on or after the applicable Legal Maturity Date expressed in such Note.

          Section 714. Waiver of Stay or Extension Laws . The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

[END OF ARTICLE VII]

ARTICLE VIII

THE INDENTURE TRUSTEE

           Section 801. Duties of Indenture Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

          Section 802. Notice of Defaults

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

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

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

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

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

          Section 803. Certain Matters Affecting the Indenture Trustee. Except as otherwise provided in Section 801 :

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

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

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

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

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

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

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

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

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

          Section 804. Indenture Trustee Not Liable for Recitals in Notes. The Indenture Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Notes (other than the certificate of authentication on the Notes). Except as set forth in Section 820 , the Indenture Trustee makes no representations as to the validity or sufficiency of this Indenture or any Indenture Supplement or of the Notes (other than the certificate of authentication on the Notes) or of any Collateral Certificate or related document. The Indenture Trustee shall not be accountable for the use or application by the Issuer of any of the Notes or the proceeds of such Notes, or for the use or application of any funds paid to the Holder of the Seller Certificate in respect of any Collateral Certificate or any deficiency in amounts deposited in any Issuer Accounts by the Issuer.

          Section 805. Indenture Trustee May Own Notes. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes with the same rights with respect to such Notes as it would have if it were not the Indenture Trustee.

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          Section 806. Beneficiary to Pay Indenture Trustee’s Fees and Expenses. Discover Bank, as Beneficiary, covenants and agrees to pay to the Indenture Trustee from time to time, and the Indenture Trustee shall be entitled to receive, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Indenture Trustee, and Discover Bank, as Beneficiary, will pay or reimburse the Indenture Trustee (without reimbursement from any Issuer Account or otherwise) upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any of the provisions of this Indenture or any Indenture Supplement (including the reasonable fees and expenses of its agents and counsel) except any such expense, disbursement or advance as may arise from its negligence or bad faith. Discover Bank’s obligations, as Beneficiary, under this Section shall survive the termination of the Note Issuance Trust and the resignation or removal of the Indenture Trustee. Notwithstanding the foregoing, if following an Event of Default for any Notes Discover Bank, as Beneficiary, fails to or is unable to pay such reasonable compensation or to reimburse the Indenture Trustee for such reasonable expenses, disbursements and advances, the Indenture Trustee shall have a claim against the Issuer for such amounts subject to the priority set forth in Section 703 .

          Section 807. Beneficiary Indemnification of Indenture Trustee. Discover Bank, as Beneficiary, will indemnify and hold harmless the Indenture Trustee for any loss, liability, expense, damage or injury (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or other expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) that may be imposed on, incurred by or asserted at any time against the Indenture Trustee (whether or not indemnified against by other parties) incurred by reason of its acceptance of the appointment hereunder. Discover Bank, as Beneficiary, shall also indemnify and hold harmless the Indenture Trustee from and against any loss, liability, expense, damage or injury (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or other expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) that may be imposed on, incurred by or asserted at any time against the Indenture Trustee (whether or not indemnified against by other parties) arising out of any acts or omissions of Discover Bank, as Beneficiary, or the Issuer, as applicable, hereunder including, without limitation, acts or omissions of Discover Bank, as Beneficiary (including in its roles as Calculation Agent and Depositor) relating to the administration of the Note Issuance Trust, the collection of payments due under the Notes, the preparation of reports and other information with respect to the Notes or the Note Issuance Trust, the execution and delivery of any documents relating to the Notes or the Note Issuance Trust, and the registration or filing of any document with the Commission, the Internal Revenue Service or any other securities or tax authority of any jurisdiction with respect to the Notes or the Note Issuance Trust; provided, however, that Discover Bank, as Beneficiary, shall not indemnify the Indenture Trustee to the extent any such loss, liability, expense, damage or injury results from fraud, negligence, breach of fiduciary duty or willful misconduct by the Indenture Trustee or from action taken by the Indenture Trustee at the request of the Noteholders. Discover Bank’s obligations, as Beneficiary, under this Section shall survive the termination of the Note Issuance Trust and the resignation or removal of the Indenture Trustee. Notwithstanding the foregoing, if following an Event of Default for any Notes Discover Bank, as Beneficiary, fails to or is unable to provide such

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indemnification to the Indenture Trustee, the Indenture Trustee shall have a claim against the Issuer for such amounts subject to the priority set forth in Section 703 .

          Section 808. Disqualification; Conflicting Interests . If the Indenture Trustee has or will acquire a conflicting interest within the meaning of the Trust Indenture Act, the Indenture Trustee will, if so required by the Trust Indenture Act, either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. Nothing herein will prevent the Indenture Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act.

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

          Section 810. Resignation or Removal of Indenture Trustee.

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

          (b) If at any time the Indenture Trustee:

(i)

shall cease to be eligible in accordance with the provisions of Section 809 hereof and shall fail to resign after written request therefor by the Issuer; or

	(ii)		the Indenture Trustee fails to comply with Section 310(b) of the Trust Indenture Act with respect to any Series, Class or Tranche of Notes after written request therefor by the Issuer or by any Noteholder who has been a bona fide Holder of a Note of that Series, Class or Tranche for at least six (6) months; or
	(iii)		if at any time the Indenture Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
			then the Issuer may remove the Indenture Trustee and promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor trustee.

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

     Section 811. Successor Trustee.

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

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

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

          Section 812. Merger or Consolidation of Indenture Trustee. Any Person into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any Person succeeding to the corporate trust business of the Indenture

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Trustee, shall be the successor of the Indenture Trustee hereunder, provided such corporation shall be eligible under the provisions of Section 809 hereof, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Indenture Trustee shall promptly notify each Note Rating Agency of the occurrence of any such event.

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

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

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

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

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

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

          (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 813 . Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately,

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as may be provided therein, subject to all the provisions of this Indenture and any Indenture Supplement, specifically including every provision of this Indenture or any Indenture Supplement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee and a copy thereof given to the Issuer and the Note Rating Agencies.

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

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