AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

Exhibit 4.4

DISCOVER BANK

Master Servicer, Servicer and Seller

and

U.S. BANK NATIONAL ASSOCIATION

Trustee

on behalf of the Certificateholders

SERIES SUPPLEMENT

Dated as of May 3, 2007

to

AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

Dated as of November 3, 2004, as amended

Subseries 1

$1,100,000,000 Class A, Subseries 1 Certificates

$57,895,000 Class B, Subseries 1 Certificates

Subseries 2

$500,000,000 Class A, Subseries 2 Certificates

$26,316,000 Class B, Subseries 2 Certificates

DISCOVER CARD MASTER TRUST I

SERIES 2007-3 CERTIFICATES

TABLE OF CONTENTS

i

EXHIBITS

ii

DISCOVER CARD MASTER TRUST I
SERIES 2007-3 CERTIFICATES

          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"). This SERIES TERM SHEET and the ANNEX attached hereto, by and among the Master Servicer, the Servicers, the Sellers and the Trustee, constitute the SERIES SUPPLEMENT (the "Series Supplement"). The Pooling and Servicing Agreement and this Series Supplement together establish the Series of Master Trust Certificates to be known as the DISCOVER CARD MASTER TRUST I, SERIES 2007-3 CERTIFICATES.

          This Series is comprised of two Subseries (as such term is defined in Section 1(b) of the Annex attached hereto), each of which shall be treated as a separate Series of the Discover Card Master Trust I, as more fully set forth in the definition of "Subseries." The Subseries of the Discover Card Master Trust I, Series 2007-3 shall be known as "Subseries 1" and "Subseries 2."

SERIES TERM SHEET

SUBSERIES 1

1

2

3

4

5

6

SUBSERIES 2

7

8

9

10

11

12

13

     IN WITNESS WHEREOF, the Sellers, the Master Servicer, the Servicers 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.

ANNEX

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

     SECTION 1. Definitions

     (a) Capitalized terms not otherwise defined in this Series Supplement (including the Series Term Sheet) shall have the meanings ascribed to them in the Pooling and Servicing Agreement. Capitalized terms that refer to a Series refer to the Series established hereby or a Subseries, if any, established in the Series Term Sheet of this Series Supplement specifying that such Subseries is to be treated as a separate Series herein and under the Pooling and Servicing Agreement and all of the other Series Supplements of Discover Card Master Trust I. Capitalized terms that refer to a Class refer to a Class of the Series or Subseries, if any, established hereby, as applicable, unless the context otherwise clearly requires.

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

     " Accumulation Amount ," if applicable for this Series, shall have the meaning set forth in the Series Term Sheet; provided, however, that such amount may be adjusted pursuant to Section 23 or 31, and with respect to any other Series in the Group to which the Series established hereby belongs, "Accumulation Amount" shall have the meaning specified in the Series Supplement for such Series.

     " Accumulation Commencement Date," if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Accumulation Period ," if applicable for this Series, shall have the meaning set forth in the Series Term Sheet, and with respect to any other Series in the Group to which the Series established hereby belongs, "Accumulation Period" shall have the meaning specified in the Series Supplement for such Series.

     " Additional Credit Support Amount " shall have the meaning set forth in the Series Term Sheet.

     " Additional Subordinated Amount " shall have the meaning set forth in the Series Term Sheet.

     " Alternative Credit Support Election " shall mean an election made by the Sellers pursuant to Section 12.

     " Amortization Commencement Date " shall mean the date on which an Amortization Event is deemed to occur pursuant to Section 9.01 of the Pooling and Servicing Agreement or Section 20 hereof, as applicable.

     " Amortization Event " shall mean any event specified in Section 9.01 of the Pooling and Servicing Agreement or in Section 20 and 21 hereof.

     " Amortization Period " shall mean the period from, and including, the Amortization Commencement Date to, and including, the earlier of (i) the date of the final distribution to Investor Certificateholders of the Series established hereby and (ii) the Series Termination Date. The first Distribution Date of the Amortization Period shall be the Distribution Date in the calendar month following the Amortization Commencement Date.

     " Available Class A Credit Enhancement Amount ," if applicable, shall have the meaning set forth in the Series Term Sheet. Notwithstanding the foregoing, the Available Class A Credit Enhancement Amount for any Distribution Date shall not exceed the Maximum Class A Credit Enhancement Amount for such Distribution Date.

     " Available Class B Credit Enhancement Amount " shall mean, with respect to the first Distribution Date, the Stated Class B Credit Enhancement Amount, and, thereafter, shall mean the amount available to be drawn under the Credit Enhancement with respect to the Available Class B Credit Enhancement Amount from time to time, which on any date of determination shall be equal to the Available Class B Credit Enhancement Amount for the immediately preceding Distribution Date minus the amount of all Credit Enhancement Drawings with respect to the Available Class B Credit Enhancement Amount on or since such immediately preceding Distribution Date, plus the amount of all payments made to the Trustee as administrator of the Credit Enhancement with respect to the Available Class B Credit Enhancement Amount pursuant to Section 9 plus, following an Effective Alternative Credit Support Election, the Additional Credit Support Amount and, plus, following a Supplemental Credit Enhancement Event, the Supplemental Credit Enhancement Amount plus following an increase in the Series Investor Interest pursuant to Section 31, the Increased Credit Enhancement Amount; provided, however, that from and after the Fully Funded Date, if any, the Available Class B Credit Enhancement Amount shall equal zero. Notwithstanding the foregoing, the Available Class B Credit Enhancement Amount for any Distribution Date shall not exceed the Maximum Class B Credit Enhancement Amount for such Distribution Date.

     " Available Shared Credit Enhancement Amount ," if applicable, shall mean, with respect to the first Distribution Date, the Stated Shared Credit Enhancement Amount, and, thereafter, shall mean the amount available to be drawn under the Credit Enhancement with respect to the Available Shared Credit Enhancement Amount from time to time, which on any date of determination shall be equal to the Available Shared Credit Enhancement Amount for the immediately preceding Distribution Date minus the amount of all Credit Enhancement Drawings with respect to the Available Shared Credit Enhancement Amount on or since such immediately preceding Distribution Date, and plus the amounts of all payments made to the Trustee as administrator of the Credit Enhancement with respect to the Available Shared Credit Enhancement Amount pursuant to Section 9. Notwithstanding the foregoing, the Available Shared Credit Enhancement Amount for any Distribution Date shall not exceed the Maximum Shared Credit Enhancement Amount for such Distribution Date.

     " Available Subordinated Amount ," if there is a Subordinate Class with respect to Class A, shall mean, on a Distribution Date, the sum of

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          (a) (i) with respect to the first Distribution Date, the Initial Subordinated Amount or (ii) with respect to any other Distribution Date, the Available Subordinated Amount after giving effect to all adjustments on the prior Distribution Date; and

          (b) the amount of Series Excess Servicing;

as such amount may be (x) reduced pursuant to the provisions of Section 9 to take into account (i) the amount of Class A and Class B Excess Servicing used to reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount of Class B Excess Servicing used to reduce the Class A Required Amount Shortfall, (iii) the amount of the Class B Subordinated Payment and (iv) the amount of any reduction in the Class B Investor Interest resulting from the reimbursement of the Class A Cumulative Investor Charged-Off Amount, in each case for such Distribution Date, and (y) increased pursuant to the provisions of Section 9 to take into account the application of amounts on deposit in the Group Finance Charge Collections Reallocation Account and Group Interchange Reallocation Account (i) to reduce the Class B Required Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off Amount and (iii) to increase the Available Class B Credit Enhancement Amount, in each case for such Distribution Date; provided, however, that from and after the Fully Funded Date, if any, the Available Subordinated Amount will equal zero.

Upon the occurrence of a Supplemental Credit Enhancement Event, the Available Subordinated Amount will be increased by the Supplemental Subordinated Amount. In addition, on the first Distribution Date following an Effective Alternative Credit Support Election, the Available Subordinated Amount shall be increased by the Additional Subordinated Amount. On the date of an increase in the Series Investor Interest pursuant to Section 31, the Available Subordinated Amount shall be increased by the Increased Issuance Subordinated Amount. In no event, however, shall the Available Subordinated Amount exceed (i) through the last Distribution Date preceding an Effective Alternative Credit Support Election, the Initial Subordinated Amount plus the Supplemental Subordinated Amount and the Increased Issuance Subordinated Amount and (ii) thereafter, the sum of the Initial Subordinated Amount, the Supplemental Subordinated Amount, the Increased Issuance Subordinated Amount and the Additional Subordinated Amount.

     " Calculation Period, " if applicable, shall have the meaning specified in the applicable interest rate cap agreement.

     " Cedel " shall mean Clearstream Banking.

     " Certificate Interest " shall mean, for any Class for any Interest Payment Date, the product of (a) the Class Invested Amount for such Class for such Interest Payment Date and (b) a fraction the numerator of which is (1) with respect to each Class that has no Subclasses, the Certificate Rate for such Class or (2) with respect to each Class that has two or more Subclasses, the Class Weighted Average Certificate Rate, and the denominator of which is (x) if the relevant Certificate Rate is to be calculated on the basis of the actual number of days elapsed and a 360-day year, 360 divided by the actual number of days from and including the immediately preceding Interest Payment Date (or, in the case of the first Interest Payment Date, from and

3

including the Series Closing Date) to but excluding the current Interest Payment Date or (y) if the relevant Certificate Rate is to be calculated on the basis of a 360-day year of twelve 30-day months, twelve divided by the number of Distribution Dates from and including the preceding Interest Payment Date to but excluding the current Interest Payment Date (or, in the case of the first Interest Payment Date, 360 divided by the number of days from and including the Series Closing Date to but excluding the 15th day of the month in which current Interest Payment Date occurs, assuming 30-day months); provided, that , if an increase in the Series Investor Interest has been made pursuant to Section 31 on or prior to such Interest Payment Date but during the calendar month in which such Interest Payment Date occurred, the Class Invested Amount for each Class for such Interest Payment Date shall be deemed to exclude the portion of the Class Invested Amount represented by Investor Certificates issued in connection with such increase and such Investor Certificates shall only bear interest from such Interest Payment Date; and provided, further , that if an increase in the Series Investor Interest has been made pursuant to Section 31 during the related Interest Accrual Period but prior to the calendar month in which such Interest Payment Date occurred, any Investor Certificates so issued shall bear interest from the prior Interest Payment Date (or, in the case of the first Interest Payment Date, from the Series Closing Date).

     " Certificate Principal " shall mean, with respect to each Class, the principal payable in respect of such Class of Investor Certificates.

     " Certificate Rate, " with respect to any Class or Subclass, shall mean the certificate rate set forth in the Series Term Sheet with respect to such Class or Subclass, as such rate may be adjusted as of the beginning of each Interest Accrual Period, if applicable; provided, however, that the Certificate Rate for any Class or Subclass that does not have a fixed Certificate Rate shall not exceed the Class Cap Rate or Class Maximum Rate, as applicable, for such Class or Subclass; and provided, further, that any interest on the Investor Certificates (including any interest accrued with respect to any Class Deficiency Amount) shall be payable or distributed to the Investor Certificateholders only to the extent permitted by applicable law.

     " Class A Cash Collateral Credit Enhancement " shall mean Credit Enhancement available in the Credit Enhancement Account for the benefit of the Class A Investor Certificates.

     " Class Alternative Deficiency Amount " shall mean, with respect to each Class, on any Payment Date, the Class Deficiency Amount that would have been calculated for such Class on such Payment Date if the aggregate unreimbursed Investor Losses on such Payment Date equaled zero.

     " Class B Available Collections " shall mean, if there is a Subordinated Class with respect to Class A, with respect to any Distribution Date, an amount equal to the sum (i) Class B Available Finance Charge Collections for such Distribution Date and (ii) Class B Principal Collections for such Distribution Date.

     " Class B Available Finance Charge Collections " shall mean, if there is a Subordinate Class with respect to Class A, with respect to any Distribution Date, an amount equal to the sum

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of Class B Finance Charge Collections, Class B Investment Income, if applicable, and Class B Interchange in each case for the related Due Period (less Class B Excess Servicing).

     " Class Cap Rate, " if applicable, shall mean, with respect to a Class or Subclass that does not have a fixed or maximum Certificate Rate, the rate that is specified as such in the Series Term Sheet and in the Class Interest Rate Cap with respect to such Class or Subclass.

     " Class Charge-Off Reimbursement Amount " shall mean, with respect to any Class with respect to any Distribution Date, the total amount by which the Class Cumulative Investor Charged-Off Amount for such Class is reduced on such Distribution Date pursuant to Section 9.

     " Class Cumulative Investor Charged-Off Amount " with respect to each Class for any Distribution Date, shall mean the sum of the Class Investor Charged-Off Amounts for such Class for all preceding Due Periods that have not been reimbursed pursuant to Section 9 prior to such Distribution Date, plus the Class Investor Charged-Off Amount for such Class for the Due Period related to such Distribution Date, as adjusted pursuant to Section 9 on such Distribution Date. The Class Cumulative Investor Charged-Off Amount with respect to each Class initially shall be zero.

     " Class Deficiency Amount " shall mean, with respect to each Class, on any Payment Date, the amount, if any, by which (a) the sum of (i) Certificate Interest for such Class accrued since the immediately preceding Payment Date, (ii) if, since the immediately preceding Payment Date and prior to the current Payment Date, a Reimbursed Loss Event has occurred, the sum of (A) the Reimbursed Loss Interest for each previous Distribution Date since the last Distribution Date on which Investor Losses for such Class equaled zero and (B) the Reimbursed Loss Interest Gross-up Amount for each previous Distribution Date since the last Distribution Date on which the aggregate amount of unreimbursed Investor Losses for such Class equaled zero, (iii) the Class Deficiency Amount on the immediately preceding Payment Date, and (iv) the Class Deficiency Amount on the immediately preceding Payment Date multiplied by the product of (A) a fraction the numerator of which is the weighted average of the Certificate Rates or of the Class Weighted Average Certificate Rates, as applicable, for such Class for the relevant Due Periods and the denominator of which is (x) if the relevant Certificate Rate is to be calculated on the basis of the actual number of days elapsed and a 360-day year, 360 divided by the actual number of days from and including the immediately preceding Distribution Date to but excluding the current Distribution Date or (y) if the relevant Certificate Rate is to be calculated on the basis of a 360-day year of twelve 30-day months, twelve and (B) the number of Distribution Dates from and including the preceding Payment Date to but excluding the current Payment Date exceeds (b) the amount deposited since the immediately preceding Payment Date into the Series Interest Funding Account pursuant to Section 10(a)(2)(A).

     " Class Excess Servicing " shall mean, with respect to each Class, on any Distribution Date, the positive difference, if any, between (i) the sum of Class Finance Charge Collections for the related Due Period, Class Investment Income for the related Due Period, if any, and Class Interchange for the related Due Period, if any, and (ii) the Class Required Amount.

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     " Class Expected Final Payment Date " with respect to each Class, if applicable, shall mean the date designated as such in the Series Term Sheet.

     " Class Final Maturity Date " with respect to each Class, if applicable, shall mean the date designated as such in the Series Term Sheet.

     " Class Finance Charge Collections " shall mean, with respect to any Class, with respect to any day or any Distribution Date or Trust Distribution Date, as applicable, an amount equal to the product of (x) the Class Percentage with respect to Finance Charge Collections 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 Class Finance Charge Collections for each Class shall be increased by the lesser of (i) the amount of Class Investment Shortfall for such Class 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 Class Invested Amount for such Class and the denominator of which is the Aggregate Invested Amount; and provided, further, that notwithstanding the foregoing, Class Finance Charge Collections for each Class shall not, with respect to any such day, Distribution Date or Trust Distribution Date during the Accumulation Period or the Early Accumulation Period, as applicable, exceed the amount that would be available if the Class Percentage with respect thereto were the percentage equivalent of a fraction the numerator of which is the amount of the Class Investor Interest on the last day of the Due Period prior to the commencement of the Accumulation Period or the Early Accumulation Period, and the denominator of which is 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 day, Distribution Date or Trust Distribution Date, as applicable.

     " Class Initial Investor Interest " shall mean, with respect to each Class, the aggregate face amount of Investor Certificates of such Class as specified in the Series Term Sheet.

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

     " Class Interest Rate Cap ," if applicable, shall mean, with respect to a Class or Subclass that does not have a fixed or maximum Certificate Rate, the interest rate cap agreement or other interest rate protection for the benefit of the Investor Certificateholders of such Class or Subclass, dated on or before the Series Closing Date, between the Trustee, acting on behalf of the Trust, and the Interest Rate Cap Provider, or any Replacement Interest Rate Cap or Qualified Substitute Cap Arrangement.

     " Class Interest Rate Cap Payment" shall mean, with respect to a Class or Subclass that does not have a fixed or maximum Certificate Rate, with respect to any Interest Payment Date,

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any payment required to be made on such Interest Payment Date by the Interest Rate Cap Provider with respect to the Class Interest Rate Cap for such Class or Subclass.

     " Class Interest Rate Swap, " if applicable, shall mean, with respect to a Class or Subclass, the interest rate swap agreement or other interest rate protection agreement with respect to any Class or Subclass, dated on the Series Closing Date, between the Trust and the Interest Rate Swap Counterparty, and any replacement or successor interest rate swap agreement or interest rate protection agreement.

     " Class Invested Amount " shall mean, with respect to any Class for any Distribution Date, an amount equal to the Class Initial Investor Interest minus the sum of (a) the aggregate amount of payments of Certificate Principal paid to such Class of Investor Certificateholders, in each case prior to such Distribution Date, (b) the aggregate amount of Investor Losses of such Class not reimbursed prior to such Distribution Date and (c) the aggregate amount of losses of principal on investments of funds on deposit for the benefit of such Class in the Series Principal Funding Account, if applicable.

     " Class Investment Income " shall mean, with respect to any Class, income from the investment of funds on deposit in the Series Principal Funding Account for the benefit of such Class less Excess Income.

     " Class Investment Shortfall " with respect to each Class with respect to any Distribution Date during the Accumulation Period or the Early Accumulation Period, if applicable, shall mean an amount equal to the positive difference, if any, between (i) one-twelfth of the product of (a) (x) with respect to each Class that has no Subclasses, the Certificate Rate, or (y) with respect to each Class that has two or more Subclasses, the Class Weighted Average Certificate Rate, in each case for the related Due Period, and (b) the amount on deposit in the Series Principal Funding Account for the benefit of such Class as of the end of the previous Distribution Date and (ii) Class Investment Income for the related Due Period.

     " Class Investor Charged-Off Amount " shall mean, with respect to each Class for any Distribution Date, an amount equal to the sum of (i) the product of (a) the Charged-Off Amount for such Distribution Date and (b) the Class Percentage with respect to the Charged-Off Amount and (ii) if there is a Subordinate Class with respect to Class A, with respect to Class B only, the sum of (a) the positive difference, if any, between (x) the Class B Subordinated Payment and (y) the amount of Class B Available Finance Charge Collections for the related Due Period and (b) the amount by which the Class A Cumulative Investor Charged-Off Amount is reduced by way of a reallocation of Class B Investor Interest pursuant to Section 9.

     " Class Investor Interest " shall mean, with respect to any Class for any Distribution Date, an amount equal to the Class Invested Amount for such Class for such Distribution Date minus , if applicable, the aggregate amount on deposit in the Series Principal Funding Account for the benefit of such Class in respect of Principal Collections.

     " Class Maximum Rate, " if applicable, shall have the meaning set forth in the Series Term Sheet with respect to any Class or Subclass.

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     " Class Modified Required Amount " with respect to any Class on any Distribution Date, shall mean the Class Required Amount for such Distribution Date minus the sum of all accrued but unpaid Class Monthly Servicing Fees.

     " Class Monthly Deficiency Amount " with respect to any Class on any Distribution Date, shall have the meaning set forth in Section 10(a)(2)(A). The Class Monthly Deficiency Amount for each Class initially shall be zero.

     " Class Monthly Servicing Fee " with respect to any Class for any Distribution Date, shall mean an amount equal to the product of (x) a fraction the numerator of which shall be the Class Investor Interest and the denominator of which shall be the Series Investor Interest, in each case on the first day of the related Due Period and (y) the amount of the Investor Servicing Fee for the related Due Period. For purposes of this definition, the Class Investor Interest on the first day of any Due Period in which the Series Closing Date or an increase in the Series Investor Interest pursuant to Section 31 has occurred shall include the Class Investor Interest of all Investor Certificates issued during such Due Period.

     " Class Percentage " shall mean, with respect to any Class with respect to any Distribution Date or any Trust Distribution Date, as applicable:

     (a) when used with respect to the Charged-Off Amount, the percentage equivalent of a fraction the numerator of which shall be the amount of the Class 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; or

     (b) when used with respect to Principal Collections prior to the occurrence of a Fixed Principal Allocation Event, the percentage equivalent of a fraction the numerator of which shall be the amount of the Class 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; or

     (c) when used with respect to Principal Collections on and after the occurrence of a Fixed Principal Allocation Event, the percentage equivalent of a fraction, the numerator of which shall be the amount of the Class Investor Interest on the last day of the Due Period prior to the occurrence of a Fixed Principal Allocation 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, that from and after

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the Fully Funded Date, if any, the Class Percentage with respect to Principal Collections will equal zero; or

     (d) when used with respect to Finance Charge Collections during the Revolving Period and the Accumulation Period or the Controlled Liquidation Period, as applicable, and provided that an Effective Alternative Credit Support Election has been made, during the Early Accumulation Period or the Amortization Period, the percentage equivalent of a fraction the numerator of which shall be the amount of the Class 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; provided, however, that from and after the Fully Funded Date, if any, the Class Percentage with respect to Finance Charge Collections will equal zero; or

     (e) when used with respect to Finance Charge Collections during the Early Accumulation Period or the Amortization Period, provided that an Effective Alternative Credit Support Election has not been made, the percentage equivalent of a fraction the numerator of which shall be the amount of the Class Investor Interest on the last day of the Due Period prior to the occurrence of an Early Accumulation Event or an 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, that from and after the Fully Funded Date, if any, the Class Percentage with respect to Finance Charge Collections will equal zero; or

     (f) when used with respect to Interchange, the percentage equivalent of a fraction the numerator of which shall be the amount of Class 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.

     For purposes of this definition, the Class Investor Interest as of the first day of any Due Period in which the Series Closing Date has occurred or an increase in the Series Investor Interest has been made pursuant to Section 31 shall include the Class Investor Interest of all Investor Certificates issued during or prior to such Due Period.

     " Class Principal Collections " shall mean, with respect to any Class with respect to any day or any Distribution Date or Trust Distribution Date, as applicable, an amount equal to the

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product of (x) the Class Percentage with respect to Principal Collections for the related Distribution Date and (y) the amount of Principal Collections for such day or for the related Due Period, as applicable.

     " Class Required Amount " with respect to any Class on any Distribution Date, shall mean the sum of (i) the product of (a) the Class Invested Amount with respect to such Class for such Distribution Date and (b) a fraction, the numerator of which is the Certificate Rate for such Class, and the denominator of which is (x) if the relevant Certificate Rate is to be calculated on the basis of the actual number of days elapsed and a 360-day year, 360 divided by the actual number of days from and including the immediately preceding Distribution Date (or in the case of the first Distribution Date, from and including the Series Closing Date) to but excluding the current Distribution Date or (y) if the relevant Certificate Rate is to be calculated on the basis of a 360-day year of twelve 30-day months, twelve (or in the case of the first Distribution Date, 360 divided by the number of days from and including the Series Closing Date to but excluding the 15th day of the month in which the current Interest Payment Date occurs, assuming each month has 30 days), (ii) the Class Monthly Deficiency Amount on the immediately preceding Distribution Date, (iii) the Class Deficiency Amount on the immediately preceding Payment Date multiplied by a fraction the numerator of which is the weighted average of the Certificate Rates or of the Class Weighted Average Certificate Rates, as applicable, for such Class for each Due Period subsequent to the immediately preceding Payment Date plus 2.0% per annum and the denominator of which is (x) if the relevant Certificate Rate is to be calculated on the basis of the actual number of days elapsed and a 360-day year, 360 divided by the actual number of days from and including the immediately preceding Distribution Date to but excluding the current Distribution Date or (y) if the relevant Certificate Rate is to be calculated on the basis of a 360-day year of twelve 30-day months, twelve, (iv) if on the immediately preceding Distribution Date a Reimbursed Loss Event occurred, the sum of (A) the Reimbursed Loss Interest for each previous Distribution Date since the last Distribution Date on which the aggregate amount of unreimbursed Investor Losses for such Class equaled zero, (B) the Reimbursed Loss Interest Gross-up Amount for each previous Distribution Date since the last Distribution Date on which the aggregate amount of unreimbursed Investor Losses for such Class equaled zero and (C) for any Distribution Date following the Distribution Date immediately following the Reimbursed Loss Event to and including the next Payment Date, the Reimbursed Loss Interest Gross-up Amount for such Distribution Date and (v) the sum of all accrued but unpaid Class Monthly Servicing Fees; provided, that , if an increase in the Series Investor Interest has been made pursuant to Section 31 on or prior to such Distribution Date but during the calendar month in which such Distribution Date occurred, the Class Invested Amount for each Class for such Distribution Date shall be deemed to exclude the portion of the Class Invested Amount represented by Investor Certificates issued in connection with such increase; and provided, further , that if an increase in the Series Investor Interest has been made pursuant to Section 31 during the prior calendar month, the amount in clause (i) above shall be deemed to include the portion of the Class Invested Amount represented by Investor Certificates issued as part of such increase as if such increase had taken effect on such prior Distribution Date (or, in the case of the first Distribution Date, on the Series Closing Date).

     " Class Required Amount Shortfall " with respect to any Class on any Distribution Date, shall have the meaning set forth in Section 9.

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     " Class Subordinated Payment " shall mean, if there is a Subordinate Class with respect to Class A, with respect to any Distribution Date, the amount, if any, withheld from Class B Available Collections and paid to or for the benefit of the Class A Certificateholders pursuant to Section 9 on such Distribution Date.

     " Class Weighted Average Certificate Rate, " if applicable, shall mean, for any Class composed of two or more Subclasses, for any Distribution Date, the percentage equivalent of a fraction the numerator of which is the sum of, for each Subclass of such Class, the product of the Class Invested Amount for such Subclass and the Certificate Rate for such Subclass for such Distribution Date, and the denominator of which is the Class Invested Amount for such Class.

     " Commercial Paper Determination Date, " if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Commercial Paper Rate ," if applicable, shall mean, with respect to any Commercial Paper Determination Date, the rate equal to the Money Market Yield on such Commercial Paper Determination Date of the rate for commercial paper having a maturity of 30 days as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15 (519), Selected Interest Rates," or any successor publication, under the heading "Commercial Paper." In the event that such rate is not published on such date, then the Commercial Paper Rate will be the Money Market Yield on such date of the rate for Commercial Paper having a maturity of 30 days as published by the Federal Reserve Bank of New York in the daily statistical release "Composite 3:30 p.m. Quotations for U.S. Government Securities" ("Composite Quotations") under the heading "Commercial Paper." If on such date the rate for commercial paper is not yet published in either H.15 (519) or Composite Quotations, the Commercial Paper Rate for such date shall be calculated by the Trustee and shall be the Money Market Yield of the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five hundred one-thousandths of a percent rounded upward) of the offered rates, as of 11:00 a.m., New York City time, of three leading dealers of commercial paper in New York City selected by the Trustee on such date, for commercial paper having a maturity of 30 days placed for an industrial issuer whose bond rating is "AA" or the equivalent, from either Rating Agency. In the event that such rates are not available on such date, then the Commercial Paper Rate shall be the Money Market Yield of the rate for commercial paper so provided in a comparable source. The Commercial Paper Rate shall be determined by the Trustee.

     " Controlled Accumulation Amount, " if applicable for this Series, with respect to any Distribution Date related to the Accumulation Period shall mean an amount equal to the sum of the Accumulation Amount and any existing Deficit Accumulation Amount; provided , however , that the Controlled Accumulation Amount shall not be less than zero and through the Class Expected Final Payment Date or Class Final Maturity Date, as applicable, with respect to each Class in turn, beginning with Class A, shall not exceed an amount equal to the Class Investor Interest for such Class. With respect to any other Series in the Group to which the Series established hereby belongs, "Controlled Accumulation Amount" shall have the meaning specified in the Series Supplement for such Series.

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     " Controlled Liquidation Amount ," if applicable, with respect to any Distribution Date related to the Controlled Liquidation Period, the Accumulation Period or the Early Accumulation Period shall mean, if applicable, an amount equal to the sum of the Liquidation Amount and any existing Deficit Liquidation Amount ; provided , however , that the Controlled Liquidation Amount shall not be less than zero and shall not exceed an amount equal to the Series Invested Amount.

     " Controlled Liquidation Period, " if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Credit Enhancement " shall mean any credit enhancement obtained by the Master Servicer in accordance with Section 11.

     " Credit Enhancement Account ," if applicable, shall have the meaning set forth in Section 8.

     " Credit Enhancement Agreement " shall mean the Agreement among the Sellers, the Master Servicer, the Trustee and the Credit Enhancement Provider with respect to the Credit Enhancement.

     " Credit Enhancement Drawing " shall mean any drawing made under the Credit Enhancement.

     " Credit Enhancement Fee " shall mean, on any Distribution Date, the sum of all fees and interest payable to the Credit Enhancement Provider or the Trustee as administrator of the Credit Enhancement for the related Due Period pursuant to the Credit Enhancement Agreement.

     " Credit Enhancement Provider " shall have the meaning set forth in the Series Term Sheet.

     " Deficit Accumulation Amount " shall mean for this Series, with respect to the first Distribution Date of the Accumulation Period, zero, and with respect to any other Distribution Date of the Accumulation Period, the amount, if any, by which the amount deposited into the Series Principal Funding Account on the preceding Distribution Date is less than the Controlled Accumulation Amount for such preceding Distribution Date. With respect to any other Series in the Group to which the Series established hereby belongs, "Deficit Accumulation Amount" shall have the meaning specified in the Series Supplement for such Series.

     " Deficit Liquidation Amount " shall mean, with respect to the first Distribution Date relating to the Due Period commencing on the Principal Commencement Date, zero, and with respect to any subsequent Distribution Date, the amount, if any, by which the amount of Certificate Principal paid to the Investor Certificateholders on the preceding Distribution Date is less than the Controlled Liquidation Amount for such preceding Distribution Date.

     " Distribution Date " shall have the meaning set forth in the Series Term Sheet.

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     " Dollars " or " U.S. $ " or " $ " shall mean the lawful currency of the United States of America.

     " Drawing Date" shall mean the first Business Day preceding each Distribution Date.

     " Early Accumulation Commencement Date, " if applicable, shall mean the date on which an Early Accumulation Event is deemed to occur.

     " Early Accumulation Event ," if applicable, shall mean any event specified in Section 21 hereof.

     " Early Accumulation Period ," if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Effective Alternative Credit Support Election " shall have the meaning specified in Section 12.

     " Estimated Investment Shortfall ," if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Estimated Principal Distribution Amount, " if applicable, shall mean, with respect to any date of determination during the Early Accumulation Period, an amount equal to the Series Principal Collections for the prior Distribution Date; provided, however, that such amount shall not exceed the Series Investor Interest as of such prior Distribution Date.

     " Estimated Yield ," if applicable, shall have the meaning specified in the Series Term Sheet.

     " Excess Income " on any Distribution Date shall mean an amount equal to the excess, if any, of (a) interest and other income (net of investment expenses) on such Distribution Date with respect to the funds on deposit in the Series Principal Funding Account during the related Interest Period over (b) the amount on deposit in the Series Principal Funding Account in respect of Certificate Principal during such Interest Period multiplied by a fraction, the numerator of which is the Certificate Rate or the Class Weighted Average Certificate Rate, as applicable, for the Class for whose benefit the amounts on deposit in the Series Principal Funding Account are held during such Interest Period and the denominator of which is (x) if the relevant Certificate Rate is to be calculated on the basis of the actual number of days elapsed and a 360-day year, 360 divided by the actual number of days from and including the immediately preceding Distribution Date to but excluding the current Distribution Date or (y) if the relevant Certificate Rate is to be calculated on the basis of a 360-day year of twelve 30-day months, twelve.

     " Fixed Principal Allocation Event " shall mean the earliest of (a) the beginning of the Due Period immediately following the Due Period related to the first Distribution Date during the Controlled Liquidation Period or the Accumulation Period, as applicable, with respect to the Series established hereby on which the Series Available Principal Amount is less than zero; (b) the date on which an Early Accumulation Event or an Amortization Event with respect to the Series established hereby occurs; and (c) a date selected by the Master Servicer, if any. If the

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Master Servicer establishes a date for a Fixed Principal Allocation Event pursuant to clause (c) of the preceding sentence, the Master Servicer shall provide notification of such date to Discover Bank on behalf of the Holder of the Seller Certificate, the Trustee, the Credit Enhancement Provider and the Rating Agencies no later than two Business Days prior to such date.

     " Fully Funded Date ," if applicable, shall mean the first Distribution Date on which the amount of funds on deposit in the Series Principal Funding Account (after giving effect to all deposits made on such date pursuant to Section 9) equals the Series Invested Amount for such Distribution Date (prior to any payments of principal on such date pursuant to Section 10); provided, however , that the Fully Funded Date shall only occur during the Early Accumulation Period.

     " Funded Credit Enhancement " shall mean any Credit Enhancement that consists of funds on deposit in one or more segregated trust accounts in the corporate trust department of an office or branch of the Trustee or a Qualified Institution for the benefit of the Investor Certificateholders of the Series established hereby, including, without limitation, a reserve account or a cash collateral account.

     " Group Available Principal Amount " shall mean, with respect to each Distribution Date, the amount remaining on deposit in the Group Principal Collections Reallocation Account on such Distribution Date after all withdrawals have been made from such account for the benefit of any Series in the same Group as the Series established hereby (including the Series established hereby), but before such amount is withdrawn from the Group Principal Collections Reallocation Account and deposited into the Collections Account pursuant to Section 9(b)(39)).

     " Group Buffer Amount ," if applicable, shall have the meaning set forth in the Series Term Sheet.

     " 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 Interchange Reallocation Account " shall have the meaning specified in Section 8.

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

     " Group Principal Allocation Event " shall mean the first Distribution Date, if any, on which (i) the sum of the amount of Series Principal Collections is less than (ii) the Group Required Principal Amount for such Distribution Date.

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

     " Group Required Principal Amount " shall mean, with respect to the Group of which the Series established hereby is a member, for any Distribution Date, the Series Required Principal

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Amount for such Distribution Date plus , for each Series that is a member of such Group, the Series Required Principal Amount for such Series for such Distribution Date.

     " Increased Credit Enhancement Amount " shall have the meaning specified in Section 31.

     " Increased Issuance Subordinated Amount " shall mean an amount equal to the product of (x) the face amount of Investor Certificates being issued in an increase in the Series Investor Interest pursuant to Section 31 and (y) the Initial Subordinated Amount (plus, following a Supplemental Credit Enhancement Event, the Supplemental Subordinated Amount, plus, following an Effective Alternative Credit Support Election, the Additional Subordinated Amount, as applicable) divided by the Series Initial Investor Interest (without giving effect to such increase).

     " Initial Credit Enhancement " shall mean the Credit Enhancement first obtained by the Master Servicer pursuant to Section 11.

     " Initial Subordinated Amount, " if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Interchange Series " shall mean each Series that indicates in its applicable Series Term Sheet that it is an Interchange Series.

     " Interchange Series Shortfall " shall mean, for any Interchange Series, the sum of (i) the Class Required Amount Shortfall for each Class, (ii) the Class Cumulative Investor Charged-Off Amount for each Class and (iii) the amount by which the Total Available Credit Enhancement Amount is less than the Total Maximum Credit Enhancement Amount, in each case after giving effect to all withdrawals from the Group Finance Charge Collections Reallocation Account pursuant to Section 9 hereof.

     " 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 Buffer Amount " if applicable, shall have the meaning set forth in the Series Term Sheet.

     " 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).

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     " Interchange Subgroup Excess Spread " shall mean, for any Distribution Date, the sum of (x) all amounts 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.

     " Interest Accrual Period " shall mean, with respect to any Interest Payment Date, the period from and including the Interest Payment Date immediately preceding such Interest Payment Date (or, in the case of the first Interest Payment Date, from and including the Series Closing Date) to but excluding such Interest Payment Date.

     " Interest Calculation Date ," if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Interest Payment Date " shall mean each date designated as such in the Series Term Sheet.

     " Interest Period " shall mean each period from and including a given Distribution Date to but excluding the next following Distribution Date commencing with the earlier to occur of (i) the first Distribution Date of the Early Accumulation Period or (ii) the first Distribution Date of the Accumulation Period.

     " Interest Rate Cap Provider, " if any, shall mean the entity listed as the Interest Rate Cap Provider in the Series Term Sheet, in its capacity as obligor under the Class Interest Rate Caps, or if any Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements are obtained pursuant to Section 15, the obligor with respect to such Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements.

      "Interest Rate Swap Account " shall have the meaning specified in Section 8.

      "Interest Rate Swap Counterparty, " if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Investor Accounts " shall mean, in addition to Investor Accounts established pursuant to the Pooling and Servicing Agreement, the Series Collections Account, the Series Principal Collections Account, the Series Principal Funding Account, the Series Interest Funding 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 Charge-Off Loss " shall have the meaning set forth in Section 13(b).

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     " Investor Loss " with respect to each Class, shall mean (i) the amount of any reduction in the Class Invested Amount with respect to such Class pursuant to Section 13(b), (ii) in the event the Receivables are sold pursuant to Section 12.01(b) of the Pooling and Servicing Agreement, the amount, if any, by which the Class Investor Interest (determined immediately prior to such sale) exceeds the product of (x) a fraction, the numerator of which is the Class Investor Interest and the denominator of which is the Aggregate Investor Interest and (y) the net proceeds of such sale and (iii) in the event Receivables are sold pursuant to Section 12.02(c) of the Pooling and Servicing Agreement, the amount, if any, by which the Class Investor Interest (determined immediately prior to such sale) exceeds the product of (x) a fraction, the numerator of which is the Class Investor Interest and the denominator of which is the Series Investor Interest and (y) the net proceeds of such sale.

     " 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 Initial Investor Interest). For purposes of this definition, the Series Investor Interest on the first day of any Due Period in which an increase in the Series Investor Interest pursuant to Section 31 has occurred shall include the Series Investor Interest of all Investor Certificates issued during such Due Period.

     " Investor Servicing Fee Percentage " shall mean the percentage identified as such in the Series Term Sheet.

     " LIBOR ," if applicable, shall mean, with respect to any LIBOR Determination Date, the rate for deposits in United States dollars with a duration comparable to the relevant Interest Accrual Period which appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such day. If such rate does not appear on Reuters Screen LIBOR01 Page, the rate will be determined by the Trustee on the basis of the rates at which deposits in United States dollars are offered by major banks in the London interbank market, selected by the Trustee, at approximately 11:00 a.m., London time, on such day to prime banks in the London interbank market with a duration comparable to the relevant Interest Accrual Period commencing on that day. The Trustee will request the principal London office of at least four banks to provide a quotation of its rate. If at least two such quotations are provided, the rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that day will be the arithmetic mean of the rates quoted by four major banks in New York City, selected by the Trustee, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks with a duration comparable to the relevant Interest Accrual Period commencing on that day.

     " LIBOR Business Day, " if applicable, shall mean a day other than a Saturday or a Sunday on which banking institutions in the City of London, England and in New York, New York are not required or authorized by law to be closed.

     " LIBOR Determination Date, " if applicable, shall have the meaning set forth in the Series Term Sheet.

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     " Liquidation Amount, " if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Maximum Class A Credit Enhancement Amount, " if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Maximum Class B Credit Enhancement Amount, " if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Maximum Shared Credit Enhancement Amount ," if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Money Market Yield " shall mean a yield (expressed as a percentage rounded to the nearest one-hundredth of a percent, with five hundred one-thousandths of a percent rounded upwards) calculated in accordance with the following formula:

where "D" refers to the per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number of days in the related Interest Accrual Period.

     " Monthly Amortization Rate, " if applicable, shall have the meaning set forth in the Series Term Sheet.

      "Monthly Swap Deposit, " if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Net Swap Payment, " if applicable, shall mean, with respect to any Class that is subject to a Class Interest Rate Swap, (x) on any Interest Payment Date prior to the early termination of the Class Interest Rate Swap, the positive difference, if any, between (i) the amount owed by the Trust to the Interest Rate Swap Counterparty under the Class Interest Rate Swap on such Interest Payment Date and (ii) the amount owed by the Interest Rate Swap Counterparty to the Trust under the Class Interest Rate Swap on such Interest Payment Date, and (y) on any Distribution Date in any calendar month following the calendar month in which an early termination of the Class Interest Rate Swap occurred, the unpaid portion of any termination payment owed by the Trust to the Interest Rate Swap Counterparty in accordance with the terms of the Class Interest Rate Swap.

     " Net Swap Receipt, " if applicable, shall mean, with respect to any Class that is subject to a Class Interest Rate Swap, (x) on any Interest Payment Date prior to the early termination of the Class Interest Rate Swap, the positive difference, if any, between (i) the amount owed by the Interest Rate Swap Counterparty to the Trust under the Class Interest Rate Swap on such Interest Payment Date and (ii) the amount owed by the Trust to the Interest Rate Swap Counterparty under the Class Interest Rate Swap on such Interest Payment Date, and (y) on any Distribution Date following an early termination of the Class Interest Rate Swap, the amount of any

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termination payment paid by the Interest Rate Swap Counterparty on or prior to such Distribution Date and after the previous Distribution Date.

     " Non-U.S. Holder, " shall mean any person who, as to the United States, is a non-resident alien individual, a foreign corporation, a foreign estate, a foreign trust or a foreign partnership, as such terms are defined in the Internal Revenue Code of 1986, as amended.

     " Payment Date " shall mean any Interest Payment Date and any Class Expected Final Payment Date.

     " Portfolio Yield " shall mean, with respect to any Due Period, the annualized percentage equivalent of a fraction, the numerator of which shall be the sum of (i) the amount of Finance Charge Collections received during such Due Period and (ii) the amount of Series Interchange for each Series then outstanding for such Due Period, and the denominator of which shall be the total amount of Principal Receivables in the Trust as of the first day of such Due Period.

     " Prepayment Calculation Table, " if applicable, shall have the meaning set forth in the Series Term Sheet.

      "Prepayment Determination Date, " if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Principal Commencement Date " shall mean the date designated as such in the Series Term Sheet.

     " Principal Distribution Amount " shall mean, with respect to any Distribution Date occurring in (i) the Accumulation Period, the Controlled Accumulation Amount, (ii) the Controlled Liquidation Period, the Controlled Liquidation Amount, (iii) the Early Accumulation Period, the Series Investor Interest, or (iv) in the Amortization Period, the Series Investor Interest.

     " Principal Distribution Amount Shortfall " with respect to any Distribution Date in the Accumulation Period, the Controlled Liquidation Period, the Early Accumulation Period or the Amortization Period, as applicable, shall have the meaning set forth in Section 9.

     " Principal Payment Date " shall mean, if applicable, each date designated as such in the Series Term Sheet.

     " Qualified Credit Enhancement Provider " shall mean, (i) if the Credit Enhancement is not Funded Credit Enhancement, an institution that meets the Qualified Credit Enhancement Provider Rating Requirements established by each Rating Agency, which requirements are set forth in the Series Term Sheet if the Initial Credit Enhancement is not Funded Credit Enhancement, or (ii) if the Initial Credit Enhancement is Funded Credit Enhancement, an institution that meets the Qualified Credit Enhancement Provider Rating Requirements established by each Rating Agency, which requirements will be established by the Rating Agencies at the time, if any, that the Master Servicer elects to replace the Initial Credit Enhancement with Credit Enhancement that is not Funded Credit Enhancement (or, in either

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case, such lesser requirements as the applicable Rating Agency shall allow); provided, however, that in the event the Master Servicer elects to obtain Credit Enhancement that is not Funded Credit Enhancement and is unable after the exercise of its best efforts to obtain from a Qualified Credit Enhancement Provider as so defined such Credit Enhancement with respect to which the representations set forth in Section 11(a) shall be true, the term "Qualified Credit Enhancement Provider" shall mean a Person who satisfies such requirements except that its long-term unsecured debt rating by any nationally recognized rating agency may be lower than that set forth in such requirements, but shall not be lower than the highest credit rating of any Person who otherwise satisfies said requirements and from whom the Master Servicer is able to obtain such a Credit Enhancement.

     " Qualified Substitute Cap Arrangement, " if any, shall have the meaning specified in Section 15.

     " Reimbursed Loss Event " shall mean, with respect to each Class for any Distribution Date, the occurrence of the reimbursement of Investor Losses pursuant to Section 13(c) with respect to such Class on such Distribution Date such that the aggregate amount of unreimbursed Investor Losses for such Class is reduced to zero.

     " Reimbursed Loss Interest " shall mean, for any Class for any Distribution Date, an amount equal to the product of (i) the aggregate amount of Investor Losses that have not been reimbursed pursuant to Section 13(c) prior to the commencement of the related Due Period and (ii) a fraction the numerator of which is the Certificate Rate or the Class Weighted Average Certificate Rate, as applicable, for such Class for the related Due Period and the denominator of which is (x) if the relevant Certificate Rate is to be calculated on the basis of the actual number of days elapsed and a 360-day year, (A) if each Interest Payment Date is also a Distribution Date, 360 divided by the actual number of days from and including the immediately preceding Distribution Date to but excluding the current Distribution Date or (B) if each Interest Payment Date is not also a Distribution Date, 360 divided by the actual number of days from and including the Interest Calculation Date in the preceding calendar month to but excluding the Interest Calculation Date following the current Distribution Date or (y) if the relevant Certificate Rate is to be calculated on the basis of a 360-day year of twelve 30-day months, twelve.

     " Reimbursed Loss Interest Gross-up Amount " shall mean, for any Class for any Distribution Date, an amount equal to the product of (i) the positive difference, if any, between the Class Alternative Deficiency Amount for the immediately preceding Payment Date and the actual Class Deficiency Amount for the immediately preceding Payment Date and (ii) a fraction the numerator of which is the Certificate Rate or the Class Weighted Average Certificate Rate, as applicable, for such Class for the related Due Period and the denominator of which is (x) if the relevant Certificate Rate is to be calculated on the basis of the actual number of days elapsed and a 360-day year, (A) if each Interest Payment Date is also a Distribution Date, 360 divided by the actual number of days from and including the immediately preceding Distribution Date to but excluding the current Distribution Date or (B) if each Interest Payment Date is not also a Distribution Date, 360 divided by the actual number of days from and including the Interest Calculation Date in the preceding calendar month to but excluding the Interest Calculation Date

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following the current Distribution Date or (y) if the relevant Certificate Rate is to be calculated on the basis of a 360-day year of twelve 30-day months, twelve.

     " Replacement Class Interest Rate Cap, " if any, shall mean an interest rate cap agreement or other interest rate protection having substantially the same terms and conditions as the Class Interest Rate Cap that it replaces, and otherwise satisfying the conditions set forth in Section 15.

     " Required Daily Deposit " shall mean, if applicable, with respect to each Servicer, an amount equal to:

(x)(1) during the Revolving Period, an amount equal to the sum of (i) the Class Finance Charge Collections for each Class for such day and (ii) the amount of Class B Principal Collections for such day; minus the sum of all accrued but unfunded Class A Monthly Servicing Fees; provided , that with respect to any Due Period in which the Series Investor Interest increases (including the Series Closing Date) an amount equal to the amount that would have been deposited pursuant to this paragraph (x)(1) with respect to such increased Series Investor Interest from the first day of such Due Period until the date of such increase, shall be deposited on such date of increase (including the Series Closing Date, if applicable); or

(2) during the Accumulation Period or the Controlled Liquidation Period, as applicable, an amount equal to the sum of (i) the amount set forth in clause (1) above and (ii)(A) until the aggregate amount deposited during such Due Period pursuant to this clause (ii) equals the Controlled Accumulation Amount or the Controlled Liquidation Amount, as applicable, for the related Distribution Date, the sum of (x) the amount of Class A Principal Collections for such day and (y) the product of (I) for each other Series which is in its Revolving Period in the Group to which this Series belongs, the Series Principal Collections and (II) the Principal Distribution Amount for this Series divided by the Principal Distribution Amount for each other Series in the Group to which this Series belongs that is not in its Amortization Period or Revolving Period and (B) thereafter, zero provided , however , that with respect to any day on which the Controlled Accumulation Amount or the Controlled Liquidation Amount, as applicable, for the related Distribution Date cannot be determined, the aggregate amount to be deposited for such Due Period shall be the Controlled Accumulation Amount or the Controlled Liquidation Amount, as applicable, for the Distribution Date preceding the related Distribution Date; plus

(y) the positive difference, if any, between

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     (1) the product of the Class A Percentage for the related Distribution Date with respect to Principal Collections and the amount of Principal Collections received during the Due Period through and including such day, less any amounts deposited into the Collections Account during the Due Period through and including such day pursuant to clause (x)(2)(ii)(A) above or previously deposited during such Due Period pursuant to this clause (y) and

     (2) the positive difference, if any, between (i) an amount equal to (A) the aggregate amount of Principal Receivables in the Trust as of such day multiplied by a fraction the numerator of which shall be the Series Initial Investor Interest and the denominator of which shall be sum of the Series Initial Investor Interest for each Series then outstanding minus (B) the Series Investor Interest as of the end of the immediately preceding Due Period (after giving effect to payments of principal made or to be made on the related Distribution Date) and (ii) an amount equal to the positive difference between the Series Minimum Principal Receivables Balance and the Series Investor Interest; provided, however, that any calculation under this paragraph (y) that results in a number less than zero shall be treated as zero; or

multiplied, in each case, by a fraction the numerator of which shall be the aggregate amount of Principal Receivables in the Trust that are serviced by such Servicer and the denominator of which shall be the aggregate amount of Principal Receivables in the Trust; provided, however, that if any Servicer is unable to make the calculations set forth above on any day, the Required Daily Deposit for such Servicer for such day shall be equal to all the Collections received by such Servicer on such day.

     Notwithstanding the foregoing, (i) upon the occurrence of any circumstance described in Section 10.02(d), (e) or (f) of the Pooling and Servicing Agreement with respect to any Servicer, the Required Daily Deposit for any Series then outstanding shall equal the amount described in paragraph (b) above for such Servicer and (ii) a Servicer may use Collections received by it for its own account prior to the applicable Distribution Date as permitted by Sections 3.03(b) and 4.03(b) of the Pooling and Servicing Agreement.

     " Reuters Screen LIBOR01 Page ," if applicable, shall mean the display page so designated on the Reuters System (or such other rate as may replace that page on that service or a replacement service for the purpose of displaying comparable rates or prices).

     " Revolving Period " shall have the meaning set forth in the Series Term Sheet.

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     " Series Available Principal Amount " shall mean, for any Distribution Date, if a Group Principal Allocation Event has occurred, an amount calculated as follows: For each Series that is a member of the same Group as the Series established hereby (including the Series established hereby), seriatim, beginning with the Series with the largest Series Investor Interest for such Distribution Date (and if more than one Series has the same Series Investor Interest on such Distribution Date, beginning with whichever of such Series has the longest time remaining until its latest Class Expected Final Payment Date or, if none, the last scheduled day of its Accumulation Period (assuming that no Early Accumulation Event or Amortization Event occurs with respect to such Series)), an amount equal to (x) the Group Available Principal Amount less (y) the difference between the Series Required Principal Amount, if any, and the Principal Distribution Amount for such Series for such Distribution Date, if any, that was funded on such Distribution Date (including any portion of such amount that was funded by amounts withdrawn from the Group Principal Collections Reallocation Account pursuant to Section 9(b)(21), Section 9(b)(38), 9(b)(39) or a substantially similar provision). For purposes of calculating the Series Available Principal Amount for each other such Series, the Group Available Principal Amount shall be reduced by the amount calculated in clause (y) for the prior Series for which the Series Available Principal Amount was calculated.

     " Series Buffer Amount, " if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Series Closing Date " shall mean the date designated as such in the Series Term Sheet.

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

     " Series Cut-Off Date " shall mean the date designated as such in the Series Term Sheet.

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

     " Series Excess Servicing " shall mean, as of any Distribution Date, the sum of the amounts of Class Excess Servicing for each Class of the Series established hereby, as such amount is modified pursuant to Section 9.

     " Series Excess Spread " shall mean, for any Distribution Date, an amount equal to (a) the sum of Series Finance Charge Collections, Series Interchange and any Class Investment Income for any Class of the Series established hereby minus (b) the sum of (i) with respect to each Class, the product of (A) the Class Invested Amount for such Class for such Distribution Date and (B) a fraction, the numerator of which is the Certificate Rate for that Class, and the denominator of which is (x) if the relevant Certificate Rate is to be calculated on the basis of the actual number of days elapsed and a 360-day year, 360 divided by the actual number of days from and including the immediately preceding Distribution Date (or in the case of the first Distribution Date, from and including the Series Closing Date) to but excluding the current Distribution Date or (y) if the relevant Certificate Rate is to be calculated on the basis of a 360-day year of twelve 30-day months, twelve (or in the case of the first Distribution Date, 360 divided by the number of days from and including the Series Closing Date to but excluding the current Distribution Date, assuming 30-day months), (ii) the Investor Servicing Fee, (iii) the product of the Series

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Percentage with respect to the Charged-Off Amount and the Charged-Off Amount, and (iv) the Credit Enhancement Fee, in each case for such Distribution Date; provided, however , that solely for purposes of determining the Group Excess Spread and the Interchange Subgroup Shortfall Allocation Percentage for this Series or any other Series, Series Excess Spread shall be the amount determined as set forth above minus (i) any amount paid or deposited on such date by the Trust under the Class Interest Rate Swap and (ii) for so long as any Series that is not an Interchange Series is outstanding and the Series Excess Spread for such series is positive without giving effect to clause (ii) of this proviso, 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; and provided, that if an increase in the Series Investor Interest has been made pursuant to Section 31 on or prior to such Distribution Date but during the calendar month in which such Distribution Date occurred, the Class Invested Amount for each Class for such Distribution Date shall be deemed to exclude the portion of the Class Invested Amount represented by Investor Certificates issued in connection with such increase; and provided, further , that if an increase in the Series Investor Interest has been made pursuant to Section 31 during the prior calendar month on a day other than the Distribution Date in such prior calendar month, the amount in clause (i) above shall be deemed to include the portion of the Class Invested Amount represented by Investor Certificates issued as part of such increase as if such increase had taken effect on such prior Distribution Date.

     " Series Finance Charge Collections " shall mean, with respect to any day or any Distribution Date or Trust Distribution Date, as applicable, the sum of the amount of Class Finance Charge Collections for each Class for such day or for the related Due Period, as applicable.

     " Series Initial Investor Interest " shall mean the aggregate face amount of Investor Certificates authenticated and delivered pursuant to Section 7 and, if applicable, pursuant to Section 31, as specified in the Series Term Sheet.

     " Series Interchange " shall mean, with respect to any Distribution Date or Trust Distribution Date, as applicable, the sum of the amount of Class Interchange for each Class of this Series for the related Due Period.

     " Series Interest Funding Account " shall have the meaning specified in Section 8.

     " Series Invested Amount " with respect to any Distribution Date, shall mean the sum of the Class Invested Amounts for each Class of the Series established hereby on such Distribution Date.

     " Series Investor Interest " with respect to any Distribution Date, shall mean the sum of the Class Investor Interests for each Class of the Series established hereby on such Distribution Date.

     " Series Minimum Principal Receivables Balance " shall mean, with respect to the Series established hereby, on any date of determination the sum of (A) (i) if a Fixed Principal

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Allocation Event has not occurred, the Series Investor Interest on such date of determination, divided by 0.93, (ii) if a Fixed Principal Allocation Event has occurred but the Fully Funded Date has not occurred, the Series Investor Interest as of the date of the occurrence of the Fixed Principal Allocation Event, divided by 0.93 or (iii) on and after the Fully Funded Date, if any, zero, and (B) (x) the product of (i) the sum of (1) the amount on deposit in the Series Principal Funding Account on such date of determination and (2) for any date of determination during (x) the Early Accumulation Period, if any, the Estimated Principal Distribution Amount for the next Distribution Date and (y) for any date of determination during the Accumulation Period, the amount specified in the Master Servicer’s notice of its election to commence the Accumulation Period as the Controlled Accumulation Amount for such Distribution Date, and (ii) a fraction the numerator of which is the Estimated Investment Shortfall and the denominator of which is the Estimated Yield, in each case on such date of determination, divided by (y) 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, the Rating Agencies and the Credit Enhancement Provider, 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, and provided, further , that the divisors set forth above may not be increased to more than 0.98.

     " Series Percentage " shall mean, with respect to any specified category, with respect to any Distribution Date or Trust Distribution Date, as applicable, the sum of the Class Percentages with respect to such category for each Class of the Series established hereby on such Distribution Date or Trust Distribution Date, as applicable.

     " Series Principal Collections " shall mean, with respect to any day or any Distribution Date or Trust Distribution Date, as applicable, the sum of the amount of Class Principal Collections for each Class for such day or for the related Due Period, as applicable.

     " Series Principal Collections Account " shall have the meaning specified in Section 8.

     " Series Principal Funding Account " shall mean the Series Principal Funding Account established pursuant to Section 8. Amounts "on deposit in" the Series Principal Funding Account shall be deemed to be on deposit for the benefit of (i) the Class A Certificateholders for the period up to and including the Class A Expected Final Payment Date or Class A Final Maturity Date, as applicable, and (ii) if there is a Subordinate Class with respect to Class A, the Class B Certificateholders for the period beginning immediately after the Class A Expected Final Payment Date or Class A Final Maturity Date, as applicable, and ending on the Class B Expected Final Payment Date or Class B Final Maturity Date, as applicable. Amounts "on deposit in" the Series Principal Funding Account shall be deemed to include amounts invested in Permitted Investments pursuant to Section 8 unless the context clearly requires otherwise.

     " Series Required Principal Amount " shall mean, for this Series, with respect to each Distribution Date of the Controlled Liquidation Period or the Accumulation Period, as applicable, 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 Controlled Liquidation Amount or

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the Controlled Accumulation Amount, as applicable, for such Distribution Date, and with respect to each other Series that is a member of the same Group as the Series established hereby, the amount specified in the Series Supplement for such Series for such Distribution Date.

     " Series Term Sheet " shall mean the Series Term Sheet setting forth the terms of the Series of Investor Certificates issued hereby, to which this Annex is attached.

     " Series Termination Date " shall mean the date designated as such in the Series Term Sheet.

     " Shared Credit Enhancement " shall mean Credit Enhancement available for the benefit of both the Class A Investor Certificates and the Class B Investor Certificates.

     " Special Payment Date " shall mean each Distribution Date with respect to the Amortization Period and the Distribution Date related to each Class Expected Final Payment Date or Class Final Maturity Date, as applicable.

     " Stated Class A Credit Enhancement Amount " shall mean the "stated amount" with respect to the Class A Cash Collateral Credit Enhancement, as set forth in the Series Term Sheet.

     " Stated Class B Credit Enhancement Amount " shall mean the "stated amount" with respect to the Credit Enhancement that is available solely for the benefit of the Class B Investor Certificates, as set forth in the Series Term Sheet.

     " Stated Shared Credit Enhancement Amount, " if applicable, shall mean the "stated amount" with respect to the shared portion of the Credit Enhancement, as set forth in the Series Term Sheet.

     " Statement Date " shall mean each date designated as such in the Series Term Sheet.

     " Subclass " with respect to any Class shall mean, if applicable, each portion of such Class that has a different Certificate Rate or method of calculating its Certificate Rate.

     " Subordinate Class " shall mean, with respect to any Class, the Class, if any, identified by the letter of the alphabet next succeeding the letter designating such Class ( e.g. , the Subordinate Class with respect to Class A is Class B).

     " Subordinate Series " shall mean any Series which is subordinated in right of payment, in whole or in part, pursuant to the Series Supplement with respect to such Series, to the Series established hereby.

     " Subseries " shall mean Investor Certificates of a Series that are identified in the Series Term Sheet as constituting a "Subseries." If a Series consists of two or more Subseries, then each provision of the Annex to this Series Supplement shall be interpreted and applied separately for each Subseries as if such Subseries were an independent Series, and each reference to a "Series" and each term beginning with "Series" (except as used in this definition of Subseries) shall be deemed to be a reference to the applicable Subseries or the provisions of the applicable

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Subseries (e.g., as applied in relation to a specific Subseries, the term "Series Termination Date" shall refer solely to the Series Termination Date identified in the Series Term Sheet with respect to that Subseries and the term "Series Principal Funding Account" shall refer solely to the Series Principal Funding Account established with respect to that Subseries ), except where the context clearly requires that such term refers to multiple or other Series of the Trust, in which case such term shall be interpreted to treat each Subseries as a separate Series of the Trust. Each Subseries shall be treated as a separate Series for all purposes of the Pooling and Servicing Agreement and each other Series Supplement issued with respect to the Discover Card Master Trust I.

     " Supplemental Credit Enhancement Amount ," if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Supplemental Credit Enhancement Event " shall occur the first time the long-term debt or deposit rating of Discover Bank or any Additional Seller is withdrawn or reduced below BBB- by Standard & Poor’s.

     " Supplemental Subordinated Amount ," if applicable, shall have the meaning set forth in the Series Term Sheet.

     " Swap Counterparty Rate, " if applicable, with respect to any Class Interest Rate Swap, shall have the meaning specified in the Series Term Sheet.

     " Swap Trust Rate," if applicable, with respect to any Class Interest Rate Swap, shall have the meaning specified in the Series Term Sheet.

     " Total Available Credit Enhancement Amount " shall mean, with respect to the first Distribution Date, the Stated Class B Credit Enhancement Amount plus , if applicable, the Stated Shared Credit Enhancement Amount, and, on each Distribution Date thereafter, shall mean the Available Class B Credit Enhancement Amount plus , if applicable, the Available Shared Credit Enhancement Amount, in each case after all adjustments thereto on the immediately preceding Distribution Date, and, in each case, as adjusted pursuant to Section 9 on such Distribution Date.

     " Total Maximum Credit Enhancement Amount " shall have the meaning set forth in the Series Term Sheet.

     " 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.

     SECTION 2. Subordination .

     (a)  Subordination of Certain Classes . If there is a Subordinate Class with respect to Class A, the Holders of each Class B Investor Certificate, by their acceptance of such Investor Certificate, hereby subordinate, for the benefit of the Holders of Class A Investor Certificates, to the extent and in the manner set forth in Section 9, all of such Investor Certificateholders’ right, title and interest in and to future distributions due on such Holders’ Investor Certificates, but only to the extent of the Available Subordinated Amount.

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     (b)  No Subordination of Series . The Investor Certificates of the Series established hereby shall not be subordinated in right of payment to any other Series, whether currently outstanding or to be issued in the future. One or more other Series, however, may be subordinated in right of payment to the Series established hereby, although the Sellers shall have no obligation to issue such a Subordinate Series. If any Subordinate Series is issued, such Subordinate Series shall be subordinate in right of payment to the Series established hereby only to the extent set forth in the Series Supplement with respect to such Subordinate Series.

     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 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.

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     (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 and Warranties of Discover Bank as Master Servicer and Servicer . 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.

     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.

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     SECTION 6. Representations and Warranties of the Trustee. 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.

     SECTION 7. Authentication of Certificates . Pursuant to the request of the Sellers, the Trustee shall cause Investor Certificates in authorized denominations evidencing the Series established hereby 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.

     SECTION 8. Establishment and Administration of Investor Accounts and the Credit Enhancement Account .

     (a)  The Series Distribution Account, Series Collections Account and Series Principal 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, three non-interest bearing segregated trust accounts (the "Series Distribution Account"; for Collections, the "Series Collections Account"; and for Series Principal Collections and certain other amounts deposited therein pursuant to Section 9, the "Series Principal 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 in the Series Distribution Account, the Series Collections Account and the Series Principal Collections Account; 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, the Series Collections Account and the Series Principal 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, the Series Collections Account and the Series Principal 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 Class A Investment Income, the "Group Finance Charge Collections Reallocation Account," for reallocated Series Principal Collections and other amounts deposited into the Series Principal Collections Account pursuant to Section 9, the "Group Principal Collections Reallocation Account" and for reallocated Series

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Interchange, 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 in all proceeds thereof. 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)  The Series Principal Funding Account. The Trustee, for the benefit of the Certificateholders, shall establish and maintain or 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, a non-interest bearing segregated trust account (for principal to be paid to Investor Certificateholders of this Series, the "Series Principal Funding 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 Principal Funding Account and in all proceeds thereof. The Series Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. 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 withdraw funds from the Series Principal Funding 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 Principal Funding Account. The Paying Agent also shall have the revocable authority to make withdrawals from the Series Principal Funding Account.

     Funds on deposit in the Series Principal Funding Account shall be invested in Permitted Investments by the Trustee (or, at the direction of the Trustee, by the Master Servicer on behalf of the Trustee) at the direction of Discover Bank on behalf of the Holder of the Seller Certificate, as set forth below. Any Permitted Investment with a stated maturity shall mature on or prior to the following Distribution Date. On or before the occurrence of the first Distribution Date with respect to the Accumulation Period or Controlled Liquidation Period, as applicable (and on or before any subsequent Distribution Date in which the notice previously given is no longer correct or valid), the Master Servicer shall notify the Trustee of the amount of Certificate Principal to be deposited into the Series Principal Funding Account on such Distribution Date, and Discover Bank on behalf of the Holder of the Seller Certificate shall direct the Trustee in writing to invest the funds that will be on deposit in the Series Principal Funding Account on such Distribution Date (including any funds previously invested in Permitted Investments that will be available for reinvestment on such Distribution Date) in Permitted Investments. Discover Bank’s notice to the Trustee shall specifically identify each such Permitted Investment (including its principal amount and maturity). In addition, Discover Bank on behalf of the Holder of the Seller Certificate shall

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from time to time provide written notice to the Trustee directing the Trustee to reinvest funds representing principal, interest or other investment income received by it with respect to such Permitted Investments (whether upon maturity or otherwise) in additional Permitted Investments. In the event that Discover Bank on behalf of the Holder of the Seller Certific