Common use of Additional Requirements for Registration of and Limitations on Transfer and Exchange Clause in Contracts

Additional Requirements for Registration of and Limitations on Transfer and Exchange. of Class B(2020-3) Notes. No Transfer (or purported Transfer) of a Class B(2020-3) Note (or economic interest therein) shall be made by Discover Bank, the Transferor or any person which is considered the same person as Discover Bank or the Transferor for U.S. federal income tax purposes (except to a person which is considered the same person as Discover Bank for such purposes) and any such Transfer (or purported Transfer) of such Class B(2020-3) Note shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020-3) Note will constitute debt for U.S. federal income tax purposes; provided that any such Class B(2020-3) Note may be pledged to a Federal Reserve Bank provided that the pledge thereof and the exercise of remedies by the Federal Reserve Bank in connection therewith shall be subject to the requirement that such Class B(2020-3) Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020-3) Note will constitute debt for U.S. federal income tax purposes. If for tax or other reasons it may be necessary to track any such Class B(2020-3) Note (e.g., if a portion of the Class B(2020-3) Notes have original issue discount and a portion of the Class B(2020-3) Notes do not), tracking conditions such as requiring that such Class B(2020-3) Note be in definitive registered form may be required by the Transferor as a condition to such transfer.

Additional Requirements for Registration of and Limitations on Transfer and Exchange. of Class B(2020-34) Notes. No Transfer (or purported Transfer) of a Class B(2020-34) Note (or economic interest therein) shall be made by Discover Bank, the Transferor or any person which is considered the same person as Discover Bank or the Transferor for U.S. federal income tax purposes (except to a person which is considered the same person as Discover Bank for such purposes) and any such Transfer (or purported Transfer) of such Class B(2020-34) Note shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020-34) Note will constitute debt for U.S. federal income tax purposes; provided that any such Class B(2020-34) Note may be pledged to a Federal Reserve Bank provided that the pledge thereof and the exercise of remedies by the Federal Reserve Bank in connection therewith shall be subject to the requirement that such Class B(2020-34) Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020-34) Note will constitute debt for U.S. federal income tax purposes. If for tax or other reasons it may be necessary to track any such Class B(2020-34) Note (e.g., if a portion of the Class B(2020-34) Notes have original issue discount and a portion of the Class B(2020-34) Notes do not), tracking conditions such as requiring that such Class B(2020-34) Note be in definitive registered form may be required by the Transferor as a condition to such transfer.

Additional Requirements for Registration of and Limitations on Transfer and Exchange. of Class B(2020-32) Notes. No Transfer (or purported Transfer) of a Class B(2020-32) Note (or economic interest therein) shall be made by Discover Bank, the Transferor or any person which is considered the same person as Discover Bank or the Transferor for U.S. federal income tax purposes (except to a person which is considered the same person as Discover Bank for such purposes) and any such Transfer (or purported Transfer) of such Class B(2020-32) Note shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020-32) Note will constitute debt for U.S. federal income tax purposes; provided that any such Class B(2020-32) Note may be pledged to a Federal Reserve Bank provided that the pledge thereof and the exercise of remedies by the Federal Reserve Bank in connection therewith shall be subject to the requirement that such Class B(2020-32) Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020-32) Note will constitute debt for U.S. federal income tax purposes. If for tax or other reasons it may be necessary to track any such Class B(2020-32) Note (e.g., if a portion of the Class B(2020-32) Notes have original issue discount and a portion of the Class B(2020-32) Notes do not), tracking conditions such as requiring that such Class B(2020-32) Note be in definitive registered form may be required by the Transferor as a condition to such transfer.

Additional Requirements for Registration of and Limitations on Transfer and Exchange. of Class B(2020C(2020-35) Notes. No Transfer (or purported Transfer) of a Class B(2020C(2020-35) Note (or economic interest therein) shall be made by Discover Bank, the Transferor or any person which is considered the same person as Discover Bank or the Transferor for U.S. federal income tax purposes (except to a person which is considered the same person as Discover Bank for such purposes) and any such Transfer (or purported Transfer) of such Class B(2020C(2020-35) Note shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020C(2020-35) Note will constitute debt for U.S. federal income tax purposes; provided that any such Class B(2020C(2020-35) Note may be pledged to a Federal Reserve Bank provided that the pledge thereof and the exercise of remedies by the Federal Reserve Bank in connection therewith shall be subject to the requirement that such Class B(2020C(2020-35) Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020C(2020-35) Note will constitute debt for U.S. federal income tax purposes. If for tax or other reasons it may be necessary to track any such Class B(2020C(2020-35) Note (e.g., if a portion of the Class B(2020C(2020-35) Notes have original issue discount and a portion of the Class B(2020C(2020-35) Notes do not), tracking conditions such as requiring that such Class B(2020C(2020-35) Note be in definitive registered form may be required by the Transferor as a condition to such transfer.

Additional Requirements for Registration of and Limitations on Transfer and Exchange. of Class B(2020C(2020-34) Notes. No Transfer (or purported Transfer) of a Class B(2020C(2020-34) Note (or economic interest therein) shall be made by Discover Bank, the Transferor or any person which is considered the same person as Discover Bank or the Transferor for U.S. federal income tax purposes (except to a person which is considered the same person as Discover Bank for such purposes) and any such Transfer (or purported Transfer) of such Class B(2020C(2020-34) Note shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020C(2020-34) Note will constitute debt for U.S. federal income tax purposes; provided that any such Class B(2020C(2020-34) Note may be pledged to a Federal Reserve Bank provided that the pledge thereof and the exercise of remedies by the Federal Reserve Bank in connection therewith shall be subject to the requirement that such Class B(2020C(2020-34) Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020C(2020-34) Note will constitute debt for U.S. federal income tax purposes. If for tax or other reasons it may be necessary to track any such Class B(2020C(2020-34) Note (e.g., if a portion of the Class B(2020C(2020-34) Notes have original issue discount and a portion of the Class B(2020C(2020-34) Notes do not), tracking conditions such as requiring that such Class B(2020C(2020-34) Note be in definitive registered form may be required by the Transferor as a condition to such transfer.

Additional Requirements for Registration of and Limitations on Transfer and Exchange. of Class B(2020C(2020-3) Notes. No Transfer (or purported Transfer) of a Class B(2020C(2020-3) Note (or economic interest therein) shall be made by Discover Bank, the Transferor or any person which is considered the same person as Discover Bank or the Transferor for U.S. federal income tax purposes (except to a person which is considered the same person as Discover Bank for such purposes) and any such Transfer (or purported Transfer) of such Class B(2020C(2020-3) Note shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020C(2020-3) Note will constitute debt for U.S. federal income tax purposes; provided that any such Class B(2020C(2020-3) Note may be pledged to a Federal Reserve Bank provided that the pledge thereof and the exercise of remedies by the Federal Reserve Bank in connection therewith shall be subject to the requirement that such Class B(2020C(2020-3) Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020C(2020-3) Note will constitute debt for U.S. federal income tax purposes. If for tax or other reasons it may be necessary to track any such Class B(2020C(2020-3) Note (e.g., if a portion of the Class B(2020C(2020-3) Notes have original issue discount and a portion of the Class B(2020C(2020-3) Notes do not), tracking conditions such as requiring that such Class B(2020C(2020-3) Note be in definitive registered form may be required by the Transferor as a condition to such transfer.

Additional Requirements for Registration of and Limitations on Transfer and Exchange. of Class B(2020B(2017-32) Notes. No Transfer (or purported Transfer) of a Class B(2020B(2017-32) Note (or economic interest therein) shall be made by Discover Bank, the Transferor or any person which is considered the same person as Discover Bank or the Transferor for U.S. federal income tax purposes (except to a person which is considered the same person as Discover Bank for such purposes) and any such Transfer (or purported Transfer) of such Class B(2020B(2017-32) Note shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020B(2017-32) Note will constitute debt for U.S. federal income tax purposes; provided that any such Class B(2020B(2017-32) Note may be pledged to a Federal Reserve Bank provided that the pledge thereof and the exercise of remedies by the Federal Reserve Bank in connection therewith shall be subject to the requirement that such Class B(2020B(2017-32) Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020B(2017-32) Note will constitute debt for U.S. federal income tax purposes. If for tax or other reasons it may be necessary to track any such Class B(2020B(2017-32) Note (e.g., if a portion of the Class B(2020B(2017-32) Notes have original issue discount and a portion of the Class B(2020B(2017-32) Notes do not), tracking conditions such as requiring that such Class B(2020B(2017-32) Note be in definitive registered form may be required by the Transferor as a condition to such transfer.”

Additional Requirements for Registration of and Limitations on Transfer and Exchange. of Class B(2020C(2020-34) Notes. No Transfer (or purported Transfer) of a Class B(2020C(2020-34) Note (or economic interest therein) shall be made by Discover Bank, the Transferor or any person which is considered the same person as Discover Bank or the Transferor for U.S. federal income tax purposes (except to a person which is considered the same person as Discover Bank for such purposes) and any such Transfer (or purported Transfer) of such Class B(2020C(2020-34) Note shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020C(2020-34) Note will constitute debt for U.S. federal income tax purposes; provided that any such Class B(2020C(2020-34) Note may be pledged to a Federal Reserve Bank provided that the pledge thereof and the exercise of remedies by the Federal Reserve Bank in connection therewith shall be subject to the requirement that such Class B(2020C(2020-34) Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020C(2020-34) Note will constitute debt for U.S. federal income tax purposes. If for tax or other reasons it may be necessary to track any such Class B(2020C(2020-34) Note (e.g., if a portion of the Class B(2020C(2020-34) Notes have original issue discount and a portion of the Class B(2020C(2020-34) Notes do not), tracking conditions such as requiring that such Class B(2020-3) Note be in definitive registered form may be required by the Transferor as a condition to such transfer.C(2020-

Additional Requirements for Registration of and Limitations on Transfer and Exchange. of Class B(2020B(2018-32) Notes. No Transfer (or purported Transfer) of a Class B(2020B(2018-32) Note (or economic interest therein) shall be made by Discover Bank, the Transferor or any person which is considered the same person as Discover Bank or the Transferor for U.S. federal income tax purposes (except to a person which is considered the same person as Discover Bank for such purposes) and any such Transfer (or purported Transfer) of such Class B(2020B(2018-32) Note shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020B(2018-32) Note will constitute debt for U.S. federal income tax purposes; provided that any such Class B(2020B(2018-32) Note may be pledged to a Federal Reserve Bank provided that the pledge thereof and the exercise of remedies by the Federal Reserve Bank in connection therewith shall be subject to the requirement that such Class B(2020B(2018-32) Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020B(2018-32) Note will constitute debt for U.S. federal income tax purposes. If for tax or other reasons it may be necessary to track any such Class B(2020B(2018-32) Note (e.g., if a portion of the Class B(2020B(2018-32) Notes have original issue discount and a portion of the Class B(2020B(2018-32) Notes do not), tracking conditions such as requiring that such Class B(2020B(2018-32) Note be in definitive registered form may be required by the Transferor as a condition to such transfer.”