Common use of Variable Accumulation Period Clause in Contracts

Variable Accumulation Period. The Controlled Accumulation Period is scheduled to commence on the Stated Controlled Accumulation Period Commencement Date; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor Interest. Any notice by the Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 19 shall specify the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination Date.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2017-6) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2017-6) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2017-6) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2017-6) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2019-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2019-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2019-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2019-2) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2018-4) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2018-4) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2018-4) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2018-4) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2018-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2018-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2018-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2018-1) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2018-5) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2018-5) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2018-5) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2018-5) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2017-7) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2017-7) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2017-7) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2017-7) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2017-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2017-3) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2017-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2017-3) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2015-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2015-3) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2015-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the Indenture); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2015-3) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2018-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2018-3) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2018-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2018-3) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2015-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2015-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2015-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the Indenture); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2015-1) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2017-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2017-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2017-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2017-1) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2018-6) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2018-6) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2018-6) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2018-6) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2017-4) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2017-4) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2017-4) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2017-4) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2017-5) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2017-5) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2017-5) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2017-5) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2017-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2017-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2017-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2017-2) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2018-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2018-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2018-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2018-2) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2018-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestB(2018-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class B(2018-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B(2018-1) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2013-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2013-3) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2013-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2013-3) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2023-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed A(2023-2) Notes. To the Series Initial Investor Interest. Any notice by extent that the Servicer electing to modify Calculation Agent has previously delayed the commencement of the Controlled Accumulation Commencement Date pursuant to this Section 2.11, the Calculation Agent may subsequently accelerate the commencement of the Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11. Any adjustments by the Calculation Agent on behalf of the Issuer to the Accumulation Commencement Date shall be made no later than the earlier to occur of (x) the first day of the initial Due Period of the proposed Accumulation Period (after giving effect to the current adjustment and all prior adjustments to the commencement of the Accumulation Period pursuant to this Section 19 2.11) and (y) the last day of the Due Period immediately preceding the first Due Period of the currently scheduled Accumulation Period (after giving effect to any prior adjustments in the commencement of the Accumulation Period pursuant to this Section 2.11). The Calculation Agent on behalf of the Issuer shall specify cause any such adjustment if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, (x) the adjustment to the commencement of the Accumulation Period Lengthfor the Class A(2023-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document) and, (y) if such adjustment is an acceleration of the commencement of the Accumulation Period for the Class A(2023-2) Notes, the resulting Accumulation Period for the Class A(2023-2) Notes is the shortest Accumulation Period for the Class A (2023-2) Notes that will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such adjustment is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, adjustment in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2023-2) Notes is adjusted pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2014-4) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2014-4) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2014-4) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2014-4) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2013-5) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2013-5) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2013-5) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2013-5) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2015-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2015-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2015-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the Indenture); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2015-2) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2021-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed A(2021-2) Notes. To the Series Initial Investor Interest. Any notice by extent that the Servicer electing to modify Calculation Agent has previously delayed the commencement of the Controlled Accumulation Commencement Date pursuant to this Section 2.11, the Calculation Agent may subsequently accelerate the commencement of the Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11. Any adjustments by the Calculation Agent on behalf of the Issuer to the Accumulation Commencement Date shall be made no later than the earlier to occur of (x) the first day of the initial Due Period of the proposed Accumulation Period (after giving effect to the current adjustment and all prior adjustments to the commencement of the Accumulation Period pursuant to this Section 19 2.11) and (y) the last day of the Due Period immediately preceding the first Due Period of the currently scheduled Accumulation Period (after giving effect to any prior adjustments in the commencement of the Accumulation Period pursuant to this Section 2.11). The Calculation Agent on behalf of the Issuer shall specify cause any such adjustment if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, (x) the adjustment to the commencement of the Accumulation Period Lengthfor the Class A(2021-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document) and, (y) if such adjustment is an acceleration of the commencement of the Accumulation Period for the Class A(2021-2) Notes, the resulting Accumulation Period for the Class A(2021-2) Notes is the shortest Accumulation Period for the Class A (2021-2) Notes that will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such adjustment is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, adjustment in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2021-2) Notes is adjusted pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class C(2018-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestC(2018-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class C(2018-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class C(2018-1) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2014-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2014-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2014-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2014-1) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2013-6) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2013-6) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2013-6) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2013-6) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2013-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2013-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2013-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2013-2) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2019-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2019-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A( 2019-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2019-1) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Accumulation Period is scheduled to commence on the Stated Controlled Accumulation Period Commencement Date; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually 101 commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor Interest. Any notice by the Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 19 shall specify the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination Date.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2022-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed A(2022-2) Notes. To the Series Initial Investor Interest. Any notice by extent that the Servicer electing to modify Calculation Agent has previously delayed the commencement of the Controlled Accumulation Commencement Date pursuant to this Section 2.11, the Calculation Agent may subsequently accelerate the commencement of the Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11. Any adjustments by the Calculation Agent on behalf of the Issuer to the Accumulation Commencement Date shall be made no later than the earlier to occur of (x) the first day of the initial Due Period of the proposed Accumulation Period (after giving effect to the current adjustment and all prior adjustments to the commencement of the Accumulation Period pursuant to this Section 19 2.11) and (y) the last day of the Due Period immediately preceding the first Due Period of the currently scheduled Accumulation Period (after giving effect to any prior adjustments in the commencement of the Accumulation Period pursuant to this Section 2.11). The Calculation Agent on behalf of the Issuer shall specify cause any such adjustment if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, (x) the adjustment to the commencement of the Accumulation Period Lengthfor the Class A(2022-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document) and, (y) if such adjustment is an acceleration of the commencement of the Accumulation Period for the Class A(2022-2) Notes, the resulting Accumulation Period for the Class A(2022-2) Notes is the shortest Accumulation Period for the Class A (2022-2) Notes that will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such adjustment is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, adjustment in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2022-2) Notes is adjusted pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2019-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2019-3) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A( 2019-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2019-3) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Issuer, acting directly or through the Administrator, may elect, by written notice to the Indenture Trustee and the Beneficiary, to delay, from time to time, the commencement of the Accumulation Period is scheduled Period, and extend the length of the Revolving Period, subject to commence on the Stated Controlled Accumulation Period Commencement Dateconditions set forth in this Section 3.20; provided, however, that the Accumulation Period shall commence no later than the first day of the Monthly Period ending immediately prior to the Series [o] Expected Final Payment Date. Any such election by the Issuer shall be made not later than the first day of the last scheduled Monthly Period of the Revolving Period (including any prior extension of the Revolving Period pursuant to this Section 3.20). The Issuer may make such election only if the Controlled Accumulation Period Length following conditions are satisfied: (determined as described belowi) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, Issuer shall have delivered to the Servicer, at its option on any Determination Date prior Indenture Trustee a certificate to the effect that the Issuer reasonably believes that the delay in the commencement of the Accumulation Period would not result in the Outstanding Dollar Principal Amount of the Series [o] Notes not being paid in full on the Series [o] Expected Principal Payment Date; (ii) the Note Rating Agencies shall have advised the Issuer that such election to delay the commencement of the Accumulation Period would not cause the rating of any class of any series of Notes then outstanding to be lowered or withdrawn; and (iii) the amount to be deposited in the Principal Funding Account in respect of Controlled Accumulation PeriodAmount shall have been adjusted. Notwithstanding anything herein or in the Indenture to the contrary, may elect the Administrator may, on behalf of the Issuer, (i) perform all such calculations as are necessary to modify determine whether the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will may be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences delayed pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length 3.20 and (ii) notwithstanding any other provision of this Series Supplement elect to delay the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor Interest. Any notice by the Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 19 shall specify the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination Date3.20.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2021-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed A(2021-1) Notes. To the Series Initial Investor Interest. Any notice by extent that the Servicer electing to modify Calculation Agent has previously delayed the commencement of the Controlled Accumulation Commencement Date pursuant to this Section 2.11, the Calculation Agent may subsequently accelerate the commencement of the Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11. Any adjustments by the Calculation Agent on behalf of the Issuer to the Accumulation Commencement Date shall be made no later than the earlier to occur of (x) the first day of the initial Due Period of the proposed Accumulation Period (after giving effect to the current adjustment and all prior adjustments to the commencement of the Accumulation Period pursuant to this Section 19 2.11) and (y) the last day of the Due Period immediately preceding the first Due Period of the currently scheduled Accumulation Period (after giving effect to any prior adjustments in the commencement of the Accumulation Period pursuant to this Section 2.11). The Calculation Agent on behalf of the Issuer shall specify cause any such adjustment if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, (x) the adjustment to the commencement of the Accumulation Period Lengthfor the Class A(2021-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document) and, (y) if such adjustment is an acceleration of the commencement of the Accumulation Period for the Class A(2021-1) Notes, the resulting Accumulation Period for the Class A(2021-1) Notes is the shortest Accumulation Period for the Class A(2021-1) Notes that will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such adjustment is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, adjustment in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2021-1) Notes is adjusted pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2014-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2014-3) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2014-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2014-3) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2012-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestB(2012-3) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class B(2012-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B(2012-3) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2015-4) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2015-4) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2015-4) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the Indenture); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2015-4) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2013-4) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2013-4) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2013-4) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2013-4) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2018-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestB(2018-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class B(2018-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B(2018-2) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2014-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2014-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2014-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2014-2) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2014-5) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2014-5) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2014-5) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2014-5) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2013-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2013-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2013-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2013-1) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2016-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described belowshall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class A(2016-3) Notes. Any such delay by the Calculation Agent on any Determination Date is different from behalf of the Initial Scheduled Controlled Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period Length, the Servicer, at its option on (after giving effect to any Determination Date prior to delay in the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 192.11). The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, then based on each Determination the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period for the Class A(2016-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date thereafter until (as defined in the date applicable Terms Document); (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date and the Accumulation Period Length shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such delay in the commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such delay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the Controlled commencement of the Accumulation Period commences for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Servicer will recalculate Indenture Supplement. If such confirmation from the Controlled applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period Lengthfor the Class A(2016-3) Notes is delayed pursuant to this Section 2.11. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. REGISTERED No. [●] DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of $[●] ([●] dollars) payable on the April 15, 2021 Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the October 16, 2023 Payment Date (ithe “Legal Maturity Date”). Interest will accrue on this Note at the rate of 1.85% per annum, as more specifically set forth in the Class A(2016-3) Terms Document dated as of April 19, 2016 (the length “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date for the period from and including the previous Interest Payment Date (or, in the case of the Controlled Accumulation Period first Interest Payment Date for any Class A(2016-3) Notes, from and including the applicable Issuance Date) to but excluding such Interest Payment Date. Interest will not be less than computed on the Minimum Controlled Accumulation Period Length basis of twelve 30-day months and a 360-day year (ii) notwithstanding any other provision of this Series Supplement to or, in the contrary, no election to postpone the commencement case of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final first Interest Payment Date, when aggregated with based on a 26-day period and a 360-day year). Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal and interest may be payable monthly, and may be payable earlier or later than the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Initial Dollar Principal Amount of the Class Controlled Accumulation Amounts for each preceding Due PeriodA(2016-3) Notes is $300,000,000. Reference is made to the further provisions of this Note set forth on the reverse hereof, will equal or exceed which shall have the Series Initial Investor Interestsame effect as though fully set forth on the face of this Note. Any notice Unless the certificate of authentication hereon has been executed by the Servicer electing Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to modify any benefit * Denominations of $100,000 and in integral multiples of $1,000 in excess thereof. under the commencement of Indenture, Indenture Supplement or the Controlled Accumulation Period pursuant Terms Document referred to this Section 19 shall specify on the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on reverse hereof, or be valid or obligatory for any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination Datepurpose.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2011-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestB(2011-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class B(2011-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B(2011-1) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class C(2011-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestC(2011-3) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class C(2011-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class C(2011-3) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2012-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2012-3) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2012-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2012-3) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class C(2015-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described belowshall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class C(2015-1) Notes. Any such delay by the Calculation Agent on any Determination Date is different from behalf of the Initial Scheduled Controlled Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period Length, the Servicer, at its option on (after giving effect to any Determination Date prior to delay in the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 192.13). The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, then based on each Determination the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period for the Class C(2015-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date thereafter until and the date Accumulation Period Length shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such delay in the commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such delay there is a Tranche of Outstanding DiscoverSeries Notes which were issued prior to January 1, 2009 and for which the Controlled commencement of the Accumulation Period commences for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Servicer will recalculate Indenture Supplement. If such confirmation from the Controlled applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period Lengthfor the Class C(2015-1) Notes is delayed pursuant to this Section 2.13. Exhibit A Form of Class C Note THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF DISCOVER CARD EXECUTION NOTE TRUST AND DISCOVER BANK THAT (A) THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR, IN THE CASE OF THE INITIAL HOLDER HEREOF ONLY, ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT, (2) TO DISCOVER CARD EXECUTION NOTE TRUST, DISCOVER BANK OR THEIR AFFILIATES OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, IF APPLICABLE, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO DISCOVER BANK, 00 XXXX'X XXX, XXX XXXXXX, XXXXXXXX, 00000, ATTENTION: TREASURER, DISCOVER BANK WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. DISTRIBUTIONS OF PRINCIPAL AND INTEREST TO THE HOLDER OF THIS CLASS C NOTE ARE SUBORDINATE TO THE PAYMENT ON EACH DISTRIBUTION DATE OF PRINCIPAL OF AND INTEREST ON THE CLASS A NOTES AND CLASS B NOTES OF THE DISCOVERSERIES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE AND INDENTURE SUPPLEMENT REFERRED TO HEREIN. No. 1 Floating Rate DISCOVERSERIES CLASS C(2015-1) NOTE DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to [●], or registered assigns, subject to the following provisions, a principal sum of $[●] ([●] dollars) payable on the [●]Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the [●] Payment Date (ithe “Legal Maturity Date”). If the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date, interest will accrue on this Note at the rate of one-month LIBOR + [●]% per annum, as more specifically set forth in the Class C(2015-1) Terms Document dated as of October 15, 2015 (the length “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date from and including the previous Interest Payment Date to but excluding such Interest Payment Date (or, in the case of the Controlled Accumulation Period first Interest Payment Date for the Class C(2015-1) Notes occurring after the Expected Maturity Date, from and including the Expected Maturity Date to but excluding such Interest Payment Date). Interest will be computed on the basis of the actual number of days elapsed and a 360-day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal may be payable monthly, and may be payable earlier or later than the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. The interest is payable monthly on each Interest Payment Date if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale. Series Principal Amounts allocated to the Class C(2015-1) Notes will be applied first to pay shortfalls in interest on Class A Notes and Class B Notes, then to pay any shortfalls in Series Servicing Fees allocable to the DiscoverSeries, and then to make Targeted Principal Deposits to the Principal Funding Subaccounts for Class A Notes and Class B Notes, including Targeted Prefunding Deposits, before being applied to make Targeted Principal Deposits to the Principal Funding Subaccounts of Subordinate Notes, including the Class C(2015-1) Notes. Principal will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that paid on the Class Controlled Accumulation Amount for the Due Period related C(2015-1) Notes prior to the Class Expected Final Payment Date, when aggregated with the Class Controlled Accumulation Amounts for their Legal Maturity Date unless each preceding Due Period, will equal or exceed the Series Initial Investor Interest. Any notice by the Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 19 shall specify the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, Usage of Class C Notes and the commencement date Class B Usage of Class C Notes is zero for each Tranche of Class A Notes and Class B Notes of the Controlled Accumulation Period will DiscoverSeries and the required level of subordination for the Class A Notes and Class B Notes of the DiscoverSeries is available after giving effect to such payment. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Initial Dollar Principal Amount of this Note is $[●]. The Stated Principal Amount of this Note is $[●]. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be such Determination Dateentitled to any benefit under the Indenture, Indenture Supplement or the Terms Document referred to on the reverse hereof, or be valid or obligatory for any purpose. * Denominations of $200,000 and in integral multiples of $1,000 in excess thereof.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2015-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described belowshall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class B(2015-1) Notes. Any such delay by the Calculation Agent on any Determination Date is different from behalf of the Initial Scheduled Controlled Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period Length, the Servicer, at its option on (after giving effect to any Determination Date prior to delay in the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 192.13). The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, then based on each Determination the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period for the Class B(2015-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date thereafter until and the date Accumulation Period Length shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such delay in the commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such delay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the Controlled commencement of the Accumulation Period commences for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Servicer will recalculate Indenture Supplement. If such confirmation from the Controlled applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period Lengthfor the Class B(2015-1) Notes is delayed pursuant to this Section 2.13. Exhibit A Form of Class B Note See attached. THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF DISCOVER CARD EXECUTION NOTE TRUST AND DISCOVER BANK THAT (A) THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR, IN THE CASE OF THE INITIAL HOLDER HEREOF ONLY, ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT, (2) TO DISCOVER CARD EXECUTION NOTE TRUST, DISCOVER BANK OR THEIR AFFILIATES OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, IF APPLICABLE, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO DISCOVER BANK, 00 XXXX'X XXX, XXX XXXXXX, XXXXXXXX 00000, ATTENTION: TREASURER, DISCOVER BANK WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. DISTRIBUTIONS OF PRINCIPAL AND INTEREST TO THE HOLDER OF THIS CLASS B NOTE ARE SUBORDINATE TO THE PAYMENT ON EACH DISTRIBUTION DATE OF PRINCIPAL OF AND INTEREST ON THE CLASS A NOTES OF THE DISCOVERSERIES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE AND INDENTURE SUPPLEMENT REFERRED TO HEREIN. REGISTERED $[●]* No. [●] Floating Rate DISCOVERSERIES CLASS B(2015-1) NOTE DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to [●], or registered assigns, subject to the following provisions, a principal sum of $[●] ([●] dollars) payable on the September 17, 2018 Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the March 15, 2021 Payment Date (ithe “Legal Maturity Date”). If the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date, interest will accrue on this Note at the rate of one- month LIBOR + 0.67% per annum, as more specifically set forth in the Class B(2015-1) Terms Document dated as of August 14, 2015 (the length “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date from and including the previous Interest Payment Date to but excluding such Interest Payment Date (or, in the case of the Controlled Accumulation Period first Interest Payment Date for the Class B(2015-1) Notes occurring after the Expected Maturity Date, from and including the Expected Maturity Date to but excluding such Interest Payment Date). Interest will be computed on the basis of the actual number of days elapsed and a 360-day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal may be payable monthly, and may be payable earlier or later than the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. The interest is payable monthly on each Interest Payment Date if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale. Series Principal Amounts allocated to the Class B(2015-1) Notes will be applied first to pay shortfalls in interest on Class A Notes, then to pay any shortfalls in Series Servicing Fees allocable to the DiscoverSeries, and then to make Targeted Principal Deposits to the Principal Funding Subaccounts for Class A Notes, including Targeted Prefunding Deposits, before being applied to make Targeted Principal Deposits to the Principal Funding Subaccounts of Subordinate Notes, including the Class B(2015-1) Notes. Principal will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that paid on the Class Controlled Accumulation Amount for the Due Period related B(2015-1) Notes prior to the Class Expected Final Payment Date, when aggregated with the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor Interest. Any notice by the Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 19 shall specify the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on any such Determination their Legal Maturity Date exceeds the number of full Due Periods following such Determination Date and preceding unless the Class A Expected Final Payment Date, the commencement date Usage of Class B Notes is zero for each Tranche of Class A Notes of the Controlled Accumulation Period will DiscoverSeries and the required level of subordination for the Class A Notes of the DiscoverSeries is available after giving effect to such payment. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Initial Dollar Principal Amount of this Note is $[●]. The Stated Principal Amount of this Note is $[●]. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be such Determination Dateentitled to any benefit under the Indenture, Indenture Supplement or the Terms Document referred to on the reverse hereof, or be valid or obligatory for any purpose. *Denominations of $200,000 and in integral multiples of $1,000 in excess thereof.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2023-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed A(2023-1) Notes. To the Series Initial Investor Interest. Any notice by extent that the Servicer electing to modify Calculation Agent has previously delayed the commencement of the Controlled Accumulation Commencement Date pursuant to this Section 2.11, the Calculation Agent may subsequently accelerate the commencement of the Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11. Any adjustments by the Calculation Agent on behalf of the Issuer to the Accumulation Commencement Date shall be made no later than the earlier to occur of (x) the first day of the initial Due Period of the proposed Accumulation Period (after giving effect to the current adjustment and all prior adjustments to the commencement of the Accumulation Period pursuant to this Section 19 2.11) and (y) the last day of the Due Period immediately preceding the first Due Period of the currently scheduled Accumulation Period (after giving effect to any prior adjustments in the commencement of the Accumulation Period pursuant to this Section 2.11). The Calculation Agent on behalf of the Issuer shall specify cause any such adjustment if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, (x) the adjustment to the commencement of the Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) for the Class Controlled Accumulation Amount with respect to each class A(2023-1) Notes will not result in any Tranche of such Series with respect to each Due Period. If Notes not being paid in full on the Controlled Accumulation Period Length relevant Expected Maturity Date (as recalculated on any such Determination Date exceeds defined in the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination Date.applicable Terms Document) and,

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class C(2014-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestC(2014-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class C(2014-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class C(2014-1) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2016-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described belowshall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class A(2016-1) Notes. Any such delay by the Calculation Agent on any Determination Date is different from behalf of the Initial Scheduled Controlled Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period Length, the Servicer, at its option on (after giving effect to any Determination Date prior to delay in the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 192.11). The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, then based on each Determination the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period for the Class A(2016-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date thereafter until (as defined in the date applicable Terms Document); (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date and the Accumulation Period Length shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such delay in the commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such delay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the Controlled commencement of the Accumulation Period commences for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Servicer will recalculate Indenture Supplement. If such confirmation from the Controlled applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period Lengthfor the Class A(2016-1) Notes is delayed pursuant to this Section 2.11. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. REGISTERED No. [●] CUSIP NO.254683 BS3 DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of $[●] ([●] dollars) payable on the January 15, 2019 Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the July 15, 2021 Payment Date (ithe “Legal Maturity Date”). Interest will accrue on this Note at the rate of 1.64% per annum, as more specifically set forth in the Class A(2016-1) Terms Document dated as of January 28, 2016 (the length “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date for the period from and including the previous Interest Payment Date (or, in the case of the Controlled Accumulation Period first Interest Payment Date for any Class A(2016-1) Notes, from and including the applicable Issuance Date) to but excluding such Interest Payment Date. Interest will not be less than computed on the Minimum Controlled Accumulation Period Length basis of twelve 30-day months and a 360-day year (ii) notwithstanding any other provision of this Series Supplement to or, in the contrary, no election to postpone the commencement case of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final first Interest Payment Date, when aggregated with based on a 17-day period and a 360-day year). Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal and interest may be payable monthly, and may be payable earlier or later than the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Initial Dollar Principal Amount of the Class Controlled Accumulation Amounts for each preceding Due PeriodA(2016-1) Notes is $1,000,000,000. Reference is made to the further provisions of this Note set forth on the reverse hereof, will equal or exceed which shall have the Series Initial Investor Interestsame effect as though fully set forth on the face of this Note. Any notice Unless the certificate of authentication hereon has been executed by the Servicer electing Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to modify any benefit * Denominations of $100,000 and in integral multiples of $1,000 in excess thereof. under the commencement of Indenture, Indenture Supplement or the Controlled Accumulation Period pursuant Terms Document referred to this Section 19 shall specify on the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on reverse hereof, or be valid or obligatory for any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination Datepurpose.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2022-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed A(2022-3) Notes. To the Series Initial Investor Interest. Any notice by extent that the Servicer electing to modify Calculation Agent has previously delayed the commencement of the Controlled Accumulation Commencement Date pursuant to this Section 2.11, the Calculation Agent may subsequently accelerate the commencement of the Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11. Any adjustments by the Calculation Agent on behalf of the Issuer to the Accumulation Commencement Date shall be made no later than the earlier to occur of (x) the first day of the initial Due Period of the proposed Accumulation Period (after giving effect to the current adjustment and all prior adjustments to the commencement of the Accumulation Period pursuant to this Section 19 2.11) and (y) the last day of the Due Period immediately preceding the first Due Period of the currently scheduled Accumulation Period (after giving effect to any prior adjustments in the commencement of the Accumulation Period pursuant to this Section 2.11). The Calculation Agent on behalf of the Issuer shall specify cause any such adjustment if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, (x) the adjustment to the commencement of the Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) for the Class Controlled Accumulation Amount with respect to each class A(2022-3) Notes will not result in any Tranche of such Series with respect to each Due Period. If Notes not being paid in full on the Controlled Accumulation Period Length relevant Expected Maturity Date (as recalculated on any such Determination Date exceeds defined in the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination Date.applicable Terms Document) and,

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class C(2015-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestC(2015-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class C(2015-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class C(2015-1) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2012-6) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2012-6) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2012-6) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2012-6) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Accumulation Period is scheduled to commence on the Stated Controlled Accumulation Period Commencement Date; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 1918, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor Interest. Any notice by the Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 19 18 shall specify the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination Date.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2014-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestB(2014-3) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class B(2014-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B(2014-3) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2012-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2012-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2012-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2012-1) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2011-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2011-3) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2011-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2011-3) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class C(2012-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described belowshall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class C(2012-2) Notes. Any such delay by the Calculation Agent on any Determination Date is different from behalf of the Initial Scheduled Controlled Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period Length, the Servicer, at its option on (after giving effect to any Determination Date prior to delay in the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 192.13). The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, then based on each Determination the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period for the Class C(2012-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date thereafter until and the date Accumulation Period Length shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such delay in the commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such delay there is a Tranche of Outstanding DiscoverSeries Notes which were issued prior to January 1, 2009 and for which the Controlled commencement of the Accumulation Period commences for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Servicer will recalculate Indenture Supplement. If such confirmation from the Controlled applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period Lengthfor the Class C(2012-2) Notes is delayed pursuant to this Section 2.13. Exhibit A Form of Class C Note See attached. THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF DISCOVER CARD EXECUTION NOTE TRUST AND DISCOVER BANK THAT (A) THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR, IN THE CASE OF THE INITIAL HOLDER HEREOF ONLY, ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT, (2) TO DISCOVER CARD EXECUTION NOTE TRUST, DISCOVER BANK OR THEIR AFFILIATES, OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, IF APPLICABLE, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO DISCOVER BANK, 00 XXXX'X XXX, XXX XXXXXX, XXXXXXXX, 00000, ATTENTION: TREASURER, DISCOVER BANK WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. DISTRIBUTIONS OF PRINCIPAL AND INTEREST TO THE HOLDER OF THIS CLASS C NOTE ARE SUBORDINATE TO THE PAYMENT ON EACH DISTRIBUTION DATE OF PRINCIPAL OF AND INTEREST ON THE CLASS A NOTES AND CLASS B NOTES OF THE DISCOVERSERIES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE AND INDENTURE SUPPLEMENT REFERRED TO HEREIN. No. 1 Floating Rate DISCOVERSERIES CLASS C(2012-2) NOTE DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to DISCOVER PRODUCTS INC., or registered assigns, subject to the following provisions, a principal sum of $395,000,000 (three hundred ninety-five million dollars) payable on the May 15, 2014 Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the November 15, 2016 Payment Date (ithe “Legal Maturity Date”). If the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date, interest will accrue on this Note at the rate of one-month LIBOR + 1.20% per annum, as more specifically set forth in the Class C(2012-2) Terms Document dated as of May 30, 2012 (the length “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date from and including the previous Interest Payment Date to but excluding such Interest Payment Date (or, in the case of the Controlled Accumulation Period first Interest Payment Date for the Class C(2012-2) Notes occurring after the Expected Maturity Date, from and including the Expected Maturity Date to but excluding such Interest Payment Date). Interest will be computed on the basis of the actual number of days elapsed and a 360-day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal may be payable monthly, and may be payable earlier or later than the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. The interest is payable monthly on each Interest Payment Date if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale. Series Principal Amounts allocated to these Class C(2012-2) Notes will be applied first to pay shortfalls in interest on Class A Notes and Class B Notes, then to pay any shortfalls in Series Servicing Fees allocable to the DiscoverSeries, and then to make Targeted Principal Deposits to the Principal Funding Subaccounts for Class A Notes and Class B Notes, including Targeted Prefunding Deposits, before being applied to make Targeted Principal Deposits to the Principal Funding Subaccounts of Subordinate Notes, including these Class C(2012-2) Notes. Principal will not be less than the Minimum Controlled Accumulation Period Length and (iipaid on these Class C(2012-2) notwithstanding any other provision Notes prior to their Legal Maturity Date unless each of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor Interest. Any notice by the Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 19 shall specify the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, Usage of Class C Notes and the commencement date Class B Usage of Class C Notes is zero for each Tranche of Class A Notes and Class B Notes of the Controlled Accumulation Period will DiscoverSeries and the required level of subordination for the Class A Notes and Class B Notes of the DiscoverSeries is available after giving effect to such payment. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Initial Dollar Principal Amount of this Note is $385,535,405. The Stated Principal Amount of this Note is $395,000,000. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee, whose name appears below by manual signature, this Note shall not be such Determination Dateentitled to any benefit under the Indenture, Indenture Supplement or the Terms Document referred to on the reverse hereof, or be valid or obligatory for any purpose. * Denominations of $200,000 and in integral multiples of $1,000 in excess thereof.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2009-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.10; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2009-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.10). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2009-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Date.delay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2009-2) Notes is delayed pursuant to this Section 2.10

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2017-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described belowshall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class B(2017-1) Notes. Any such delay by the Calculation Agent on any Determination Date is different from behalf of the Initial Scheduled Controlled Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period Length, the Servicer, at its option on (after giving effect to any Determination Date prior to delay in the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 192.13). The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, then based on each Determination Date thereafter until the date on which payment rate and the Controlled anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period commences for the Servicer Class B(2017-1) Notes will recalculate not result in any Tranche of Notes not being paid in full on the Controlled relevant Expected Maturity Date; (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date and the Accumulation Period LengthLength shall have been adjusted. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B(2017-1) Notes is delayed pursuant to this Section 2.13. Exhibit A Form of Class B Note See attached. THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF DISCOVER CARD EXECUTION NOTE TRUST, DISCOVER FUNDING LLC AND DISCOVER BANK THAT (A) THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR, IN THE CASE OF THE INITIAL HOLDER HEREOF ONLY, ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT, (2) TO DISCOVER CARD EXECUTION NOTE TRUST, DISCOVER FUNDING LLC, DISCOVER BANK OR THEIR AFFILIATES OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, IF APPLICABLE, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO DISCOVER BANK, 00 XXXX'X XXX, XXX XXXXXX, XXXXXXXX 00000, ATTENTION: TREASURER, DISCOVER BANK WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. DISTRIBUTIONS OF PRINCIPAL AND INTEREST TO THE HOLDER OF THIS CLASS B NOTE ARE SUBORDINATE TO THE PAYMENT ON EACH DISTRIBUTION DATE OF PRINCIPAL OF AND INTEREST ON THE CLASS A NOTES OF THE DISCOVERSERIES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE AND INDENTURE SUPPLEMENT REFERRED TO HEREIN. REGISTERED $[●]* No. [●] DISCOVER CARD EXECUTION NOTE TRUST DISCOVERSERIES CLASS B(2017-1) NOTE DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to [●], or registered assigns, subject to the following provisions, a principal sum of $[●] ([●] dollars) payable on the June 2020 Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the December 2022 Payment Date (ithe “Legal Maturity Date”). If the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date, interest will accrue on this Note at the rate of one- month LIBOR + 0.47% per annum, as more specifically set forth in the Class B(2017-1) Terms Document dated as of May 31, 2017 (the length “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date from and including the previous Interest Payment Date to but excluding such Interest Payment Date (or, in the case of the Controlled Accumulation Period first Interest Payment Date for the Class B(2017-1) Notes occurring after the Expected Maturity Date, from and including the Expected Maturity Date to but excluding such Interest Payment Date); provided, that if the sum of LIBOR +0.47 is less than 0.00%, then interest on this Note will be deemed to accrue at a rate of 0.00%. Interest will be computed on the basis of the actual number of days elapsed and a 360-day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal may be payable monthly, and may be payable earlier or later than the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. The interest is payable monthly on each Interest Payment Date if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale. Series Principal Amounts allocated to the Class B(2017-1) Notes will be applied first to pay shortfalls in interest on Class A Notes, then to pay any shortfalls in Series Servicing Fees allocable to the DiscoverSeries, and then to make Targeted Principal Deposits to the Principal Funding Subaccounts for Class A Notes, including Targeted Prefunding Deposits, before being applied to make Targeted Principal Deposits to the Principal Funding Subaccounts of Subordinate Notes, including the Class B(2017-1) Notes. Principal will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that paid on the Class Controlled Accumulation Amount for the Due Period related B(2017-1) Notes prior to the Class Expected Final Payment Date, when aggregated with the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor Interest. Any notice by the Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 19 shall specify the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on any such Determination their Legal Maturity Date exceeds the number of full Due Periods following such Determination Date and preceding unless the Class A Expected Final Payment Date, the commencement date Usage of Class B Notes is zero for each Tranche of Class A Notes of the Controlled Accumulation Period will DiscoverSeries and the required level of subordination for the Class A Notes of the DiscoverSeries is available after giving effect to such payment. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Initial Dollar Principal Amount of this Note is $345,009,700. The Stated Principal Amount of this Note is $350,000,000. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be such Determination Dateentitled to any benefit under the Indenture, Indenture Supplement or the Terms Document referred to on the reverse hereof, or be valid or obligatory for any purpose. *Denominations of $100,000 and in integral multiples of $1,000 in excess thereof.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2012-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2012-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2012-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2012-2) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2023-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed A(2023-2) Notes. To the Series Initial Investor Interest. Any notice by extent that the Servicer electing to modify Calculation Agent has previously delayed the commencement of the Controlled Accumulation Commencement Date pursuant to this Section 2.11, the Calculation Agent may subsequently accelerate the commencement of the Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11. Any adjustments by the Calculation Agent on behalf of the Issuer to the Accumulation Commencement Date shall be made no later than the earlier to occur of (x) the first day of the initial Due Period of the proposed Accumulation Period (after giving effect to the current adjustment and all prior adjustments to the commencement of the Accumulation Period pursuant to this Section 19 2.11) and (y) the last day of the Due Period immediately preceding the first Due Period of the currently scheduled Accumulation Period (after giving effect to any prior adjustments in the commencement of the Accumulation Period pursuant to this Section 2.11). The Calculation Agent on behalf of the Issuer shall specify cause any such adjustment if the Calculation Agent determines in good faith that each of the following as determined on such Determination Date: conditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, (x) the adjustment to the commencement of the Accumulation Period Lengthfor the Class A(2023-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document) and, (y) if such adjustment is an acceleration of the commencement of the Accumulation Period for the Class A(2023-2) Notes, the resulting Accumulation Period for the Class A(2023-2) Notes is the shortest Accumulation Period for the Class A (2023-2) Notes that will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such adjustment is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, adjustment in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2023-2) Notes is adjusted pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2009-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.10; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2009-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.10). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2009-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Date.delay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2009-1) Notes is delayed pursuant to this Section 2.10

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2015-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described belowshall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class B(2015-2) Notes. Any such delay by the Calculation Agent on any Determination Date is different from behalf of the Initial Scheduled Controlled Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period Length, the Servicer, at its option on (after giving effect to any Determination Date prior to delay in the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 192.13). The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, then based on each Determination the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period for the Class B(2015-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date thereafter until and the date Accumulation Period Length shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such delay in the commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such delay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the Controlled commencement of the Accumulation Period commences for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Servicer will recalculate Indenture Supplement. If such confirmation from the Controlled applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period Lengthfor the Class B(2015-2) Notes is delayed pursuant to this Section 2.13. Exhibit A Form of Class B Note See attached. DISCOVERSERIES CLASS B(2015-2) NOTE THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF DISCOVER CARD EXECUTION NOTE TRUST AND DISCOVER BANK THAT (A) THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR, IN THE CASE OF THE INITIAL HOLDER HEREOF ONLY, ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT, (2) TO DISCOVER CARD EXECUTION NOTE TRUST, DISCOVER BANK OR THEIR AFFILIATES OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, IF APPLICABLE, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO DISCOVER BANK, 00 XXXX'X XXX, XXX XXXXXX, XXXXXXXX 00000, ATTENTION: TREASURER, DISCOVER BANK WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. DISTRIBUTIONS OF PRINCIPAL AND INTEREST TO THE HOLDER OF THIS CLASS B NOTE ARE SUBORDINATE TO THE PAYMENT ON EACH DISTRIBUTION DATE OF PRINCIPAL OF AND INTEREST ON THE CLASS A NOTES OF THE DISCOVERSERIES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE AND INDENTURE SUPPLEMENT REFERRED TO HEREIN. REGISTERED $[●]* No. [●] DISCOVER CARD EXECUTION NOTE TRUST Floating Rate DISCOVERSERIES CLASS B(2015-2) NOTE DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to [●], or registered assigns, subject to the following provisions, a principal sum of $[●] ([●] dollars) payable on the [●] Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the [●] Payment Date (ithe “Legal Maturity Date”). If the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date, interest will accrue on this Note at the rate of one-month LIBOR + [●]% per annum, as more specifically set forth in the Class B(2015-2) Terms Document dated as of October 15, 2015 (the length “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date from and including the previous Interest Payment Date to but excluding such Interest Payment Date (or, in the case of the Controlled Accumulation Period first Interest Payment Date for the Class B(2015-2) Notes occurring after the Expected Maturity Date, from and including the Expected Maturity Date to but excluding such Interest Payment Date). Interest will be computed on the basis of the actual number of days elapsed and a 360-day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal may be payable monthly, and may be payable earlier or later than the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. The interest is payable monthly on each Interest Payment Date if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale. Series Principal Amounts allocated to the Class B(2015-2) Notes will be applied first to pay shortfalls in interest on Class A Notes, then to pay any shortfalls in Series Servicing Fees allocable to the DiscoverSeries, and then to make Targeted Principal Deposits to the Principal Funding Subaccounts for Class A Notes, including Targeted Prefunding Deposits, before being applied to make Targeted Principal Deposits to the Principal Funding Subaccounts of Subordinate Notes, including the Class B(2015-2) Notes. Principal will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that paid on the Class Controlled Accumulation Amount for the Due Period related B(2015-2) Notes prior to the Class Expected Final Payment Date, when aggregated with the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor Interest. Any notice by the Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 19 shall specify the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on any such Determination their Legal Maturity Date exceeds the number of full Due Periods following such Determination Date and preceding unless the Class A Expected Final Payment Date, the commencement date Usage of Class B Notes is zero for each Tranche of Class A Notes of the Controlled Accumulation Period will DiscoverSeries and the required level of subordination for the Class A Notes of the DiscoverSeries is available after giving effect to such payment. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Initial Dollar Principal Amount of this Note is $[●]. The Stated Principal Amount of this Note is $[●]. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be such Determination Dateentitled to any benefit under the Indenture, Indenture Supplement or the Terms Document referred to on the reverse hereof, or be valid or obligatory for any purpose. *Denominations of $200,000 and in integral multiples of $1,000 in excess thereof.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2014-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described belowshall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class B(2014-3) Notes. Any such delay by the Calculation Agent on any Determination Date is different from behalf of the Initial Scheduled Controlled Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period Length, the Servicer, at its option on (after giving effect to any Determination Date prior to delay in the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 192.13). The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, then based on each Determination the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period for the Class B(2014-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date thereafter until and the date Accumulation Period Length shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that 712252076 063 such delay in the commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such delay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the Controlled commencement of the Accumulation Period commences for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Servicer will recalculate Indenture Supplement. If such confirmation from the Controlled applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period Lengthfor the Class B(2014-3) Notes is delayed pursuant to this Section 2.13. 712252076 063 Exhibit A Form of Class B Note See attached. CH\1812512.2 DISCOVERSERIES CLASS B(2014-3) NOTE THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF DISCOVER CARD EXECUTION NOTE TRUST AND DISCOVER BANK THAT (A) THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR, IN THE CASE OF THE INITIAL HOLDER HEREOF ONLY, ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT, (2) TO DISCOVER CARD EXECUTION NOTE TRUST, DISCOVER BANK OR THEIR AFFILIATES OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, IF APPLICABLE, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO DISCOVER BANK, 00 XXXX'X XXX, XXX XXXXXX, XXXXXXXX, 00000, ATTENTION: TREASURER, DISCOVER BANK WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. DISTRIBUTIONS OF PRINCIPAL AND INTEREST TO THE HOLDER OF THIS CLASS B NOTE ARE SUBORDINATE TO THE PAYMENT ON EACH DISTRIBUTION DATE OF PRINCIPAL OF AND INTEREST ON THE CLASS A NOTES OF THE DISCOVERSERIES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE AND INDENTURE SUPPLEMENT REFERRED TO HEREIN. No. 1 Floating Rate DISCOVERSERIES CLASS B(2014-3) NOTE DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to DISCOVER PRODUCTS INC., or registered assigns, subject to the following provisions, a principal sum of $85,000,000 (eighty-five million dollars) payable on the December 15, 2017 Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the June 15, 2020 Payment Date (ithe “Legal Maturity Date”). If the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date, interest will accrue on this Note at the rate of one-month LIBOR + 0.60% per annum, as more specifically set forth in the Class B(2014-3) Terms Document dated as of December 9, 2014 (the length “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date from and including the previous Interest Payment Date to but excluding such Interest Payment Date (or, in the case of the Controlled Accumulation Period first Interest Payment Date for the Class B(2014-3) Notes occurring after the Expected Maturity Date, from and including the Expected Maturity Date to but excluding such Interest Payment Date). Interest will be computed on the basis of the actual number of days elapsed and a 360-day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal may be payable monthly, and may be payable earlier or later than the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. The interest is payable monthly on each Interest Payment Date if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale. Series Principal Amounts allocated to these Class B(2014-3) Notes will be applied first to pay shortfalls in interest on Class A Notes, then to pay any shortfalls in Series Servicing Fees allocable to the DiscoverSeries, and then to make Targeted Principal Deposits to the Principal Funding Subaccounts for Class A Notes, including Targeted Prefunding Deposits, before being applied to make Targeted Principal Deposits to the Principal Funding Subaccounts of Subordinate Notes, including these Class B(2014-3) Notes. Principal will not be less than the Minimum Controlled Accumulation Period Length and (iipaid on these Class B(2014-3) notwithstanding any other provision of this Series Supplement Notes prior to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor Interest. Any notice by the Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 19 shall specify the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on any such Determination their Legal Maturity Date exceeds the number of full Due Periods following such Determination Date and preceding unless the Class A Expected Final Payment Date, the commencement date Usage of Class B Notes is zero for each Tranche of Class A Notes of the Controlled Accumulation Period will DiscoverSeries and the required level of subordination for the Class A Notes of the DiscoverSeries is available after giving effect to such payment. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Initial Dollar Principal Amount of this Note is $83.440,420. The Stated Principal Amount of this Note is $85,000,000. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be such Determination Dateentitled to any benefit under the Indenture, Indenture Supplement or the Terms Document referred to on the reverse hereof, or be valid or obligatory for any purpose.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2011-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2011-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2011-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2011-1) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class C(2013-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestC(2013-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class C(2013-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class C(2013-1) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2015-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestB(2015-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class B(2015-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B(2015-1) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2012-5) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2012-5) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2012-5) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2012-5) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class C(2016-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestC(2016-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class C(2016-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class C(2016-1) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2011-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestB(2011-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class B(2011-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B(2011-2) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2010-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2010-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2010-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Date.delay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2010-1) Notes is delayed pursuant to this Section 2.11

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2012-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestB(2012-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class B(2012-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B(2012-1) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2016-4) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described belowshall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class A(2016-4) Notes. Any such delay by the Calculation Agent on any Determination Date is different from behalf of the Initial Scheduled Controlled Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period Length, the Servicer, at its option on (after giving effect to any Determination Date prior to delay in the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 192.11). The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, then based on each Determination the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period for the Class A(2016-4) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date thereafter until (as defined in the date applicable Terms Document); (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date and the Accumulation Period Length shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such delay in the commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such delay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the Controlled commencement of the Accumulation Period commences for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Servicer will recalculate Indenture Supplement. If such confirmation from the Controlled applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period Lengthfor the Class A(2016-4) Notes is delayed pursuant to this Section 2.11. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. REGISTERED No. [●] CUSIP NO. 254683 BV6 DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of $[●] ([●] dollars) payable on the September 2019 Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the March 2022 Payment Date (ithe “Legal Maturity Date”). Interest will accrue on this Note at the rate of 1.39% per annum, as more specifically set forth in the Class A(2016-4) Terms Document dated as of September 21, 2016 (the length “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date for the period from and including the previous Interest Payment Date (or, in the case of the Controlled Accumulation Period first Interest Payment Date for any Class A(2016-4) Notes, from and including the applicable Issuance Date) to but excluding such Interest Payment Date. Interest will not be less than computed on the Minimum Controlled Accumulation Period Length basis of twelve 30-day months and a 360-day year (ii) notwithstanding any other provision of this Series Supplement to or, in the contrary, no election to postpone the commencement case of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final first Interest Payment Date, when aggregated with based on a 24-day period and a 360-day year). Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal and interest may be payable monthly, and may be payable earlier or later than the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Initial Dollar Principal Amount of the Class Controlled Accumulation Amounts for each preceding Due PeriodA(2016-4) Notes is $1,200,000,000. Reference is made to the further provisions of this Note set forth on the reverse hereof, will equal or exceed which shall have the Series Initial Investor Interestsame effect as though fully set forth on the face of this Note. Any notice Unless the certificate of authentication hereon has been executed by the Servicer electing Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to modify any benefit * Denominations of $100,000 and in integral multiples of $1,000 in excess thereof. under the commencement of Indenture, Indenture Supplement or the Controlled Accumulation Period pursuant Terms Document referred to this Section 19 shall specify on the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on reverse hereof, or be valid or obligatory for any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination Datepurpose.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2012-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described belowshall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class B(2012-2) Notes. Any such delay by the Calculation Agent on any Determination Date is different from behalf of the Initial Scheduled Controlled Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period Length, the Servicer, at its option on (after giving effect to any Determination Date prior to delay in the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 192.13). The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, then based on each Determination the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period for the Class B(2012-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date thereafter until and the date Accumulation Period Length shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such delay in the commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such delay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the Controlled commencement of the Accumulation Period commences for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Servicer will recalculate Indenture Supplement. If such confirmation from 16 CH\1374120.2 the Controlled applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period Lengthfor the Class B(2012-2) Notes is delayed pursuant to this Section 2.13. CH\1374120.2 Exhibit A Form of Class B Note See attached CH\1374141.2 DISCOVERSERIES CLASS B(2012-2) NOTE THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF DISCOVER CARD EXECUTION NOTE TRUST AND DISCOVER BANK THAT (A) THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR, IN THE CASE OF THE INITIAL HOLDER HEREOF ONLY, ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT, (2) TO DISCOVER CARD EXECUTION NOTE TRUST, DISCOVER BANK OR THEIR AFFILIATES, OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, IF APPLICABLE, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO DISCOVER BANK, 00 XXXX'X XXX, XXX XXXXXX, XXXXXXXX, 00000, ATTENTION: TREASURER, DISCOVER BANK WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. DISTRIBUTIONS OF PRINCIPAL AND INTEREST TO THE HOLDER OF THIS CLASS B NOTE ARE SUBORDINATE TO THE PAYMENT ON EACH DISTRIBUTION DATE OF PRINCIPAL OF AND INTEREST ON THE CLASS A NOTES OF THE DISCOVERSERIES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE AND INDENTURE SUPPLEMENT REFERRED TO HEREIN. REGISTERED $105,000,000* No. 1 DISCOVER CARD EXECUTION NOTE TRUST Floating Rate DISCOVERSERIES CLASS B(2012-2) NOTE DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to DISCOVER PRODUCTS INC., or registered assigns, subject to the following provisions, a principal sum of $105,000,000 (one hundred five million dollars) payable on the May 15, 2014 Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision entire unpaid principal amount of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period Note shall be made after a Rapid Amortization Event due and payable on the November 15, 2016 Payment Date (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination “Legal Maturity Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor Interest. Any notice by the Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 19 shall specify the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period”). If the Controlled Accumulation Period Length Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date, interest will accrue on this Note at the rate of one-month LIBOR + 0.65% per annum, as recalculated more specifically set forth in the Class B(2012-2) Terms Document dated as of May 30, 2012 (the “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on any each Interest Payment Date from and including the previous Interest Payment Date to but excluding such Determination Interest Payment Date exceeds (or, in the case of the first Interest Payment Date for the Class B(2012-2) Notes occurring after the Expected Maturity Date, from and including the Expected Maturity Date to but excluding such Interest Payment Date). Interest will be computed on the basis of the actual number of full Due Periods following such Determination Date days elapsed and preceding a 360-day year. Such principal of and interest on this Note shall be paid in the Class A manner specified on the reverse hereof. The principal may be payable monthly, and may be payable earlier or later than the Expected Final Payment Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. The interest is payable monthly on each Interest Payment Date if the commencement date of Outstanding Dollar Principal Amount is not paid in full on or prior to the Controlled Accumulation Period Expected Maturity Date. No principal or interest will be such Determination Datedistributed on the Note following the distribution of proceeds of a Receivables Sale.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2011-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2011-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2011-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2011-2) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2014-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestB(2014-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class B(2014-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B(2014-1) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class C(2012-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestC(2012-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class C(2012-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class C(2012-1) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class C(2012-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestC(2012-3) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class C(2012-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class C(2012-3) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class C(2017-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described belowshall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class C(2017-1) Notes. Any such delay by the Calculation Agent on any Determination Date is different from behalf of the Initial Scheduled Controlled Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period Length, the Servicer, at its option on (after giving effect to any Determination Date prior to delay in the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 192.13). The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, then based on each Determination Date thereafter until the date on which payment rate and the Controlled anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period commences for the Servicer Class C(2017-1) Notes will recalculate not result in any Tranche of Notes not being paid in full on the Controlled relevant Expected Maturity Date; (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date and the Accumulation Period LengthLength shall have been adjusted. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class C(2017-1) Notes is delayed pursuant to this Section 2.13. Exhibit A Form of Class C Note DISCOVERSERIES CLASS C(2017-1) NOTE THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF DISCOVER CARD EXECUTION NOTE TRUST, DISCOVER FUNDING LLC AND DISCOVER BANK THAT (A) THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR, IN THE CASE OF THE INITIAL HOLDER HEREOF ONLY, ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT, (2) TO DISCOVER CARD EXECUTION NOTE TRUST, DISCOVER FUNDING LLC, DISCOVER BANK OR THEIR AFFILIATES OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, IF APPLICABLE, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO DISCOVER BANK, 00 XXXX’X XXX, XXX XXXXXX, XXXXXXXX 00000, ATTENTION: TREASURER, DISCOVER BANK WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. DISTRIBUTIONS OF PRINCIPAL AND INTEREST TO THE HOLDER OF THIS CLASS C NOTE ARE SUBORDINATE TO THE PAYMENT ON EACH DISTRIBUTION DATE OF PRINCIPAL OF AND INTEREST ON THE CLASS A NOTES AND THE CLASS B NOTES OF THE DISCOVERSERIES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE AND INDENTURE SUPPLEMENT REFERRED TO HEREIN. REGISTERED $[●]* No. [●] DISCOVER CARD EXECUTION NOTE TRUST DISCOVERSERIES CLASS C(2017-1) NOTE DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to [●], or registered assigns, subject to the following provisions, a principal sum of $[●] ([●] dollars) payable on the June 2020 Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the December 2022 Payment Date (ithe “Legal Maturity Date”). If the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date, interest will accrue on this Note at the rate of one- month LIBOR + 0.84% per annum, as more specifically set forth in the Class C(2017-1) Terms Document dated as of May 31, 2017 (the length “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date from and including the previous Interest Payment Date to but excluding such Interest Payment Date (or, in the case of the Controlled Accumulation Period first Interest Payment Date for the Class C(2017-1) Notes occurring after the Expected Maturity Date, from and including the Expected Maturity Date to but excluding such Interest Payment Date) ); provided, that if the sum of LIBOR +0.84 is less than 0.00%, then interest on this Note will be deemed to accrue at a rate of 0.00%. Interest will be computed on the basis of the actual number of days elapsed and a 360-day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal may be payable monthly, and may be payable earlier or later than the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. The interest is payable monthly on each Interest Payment Date if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale. Series Principal Amounts allocated to the Class C(2017-1) Notes will be applied first to pay shortfalls in interest on Class A Notes and Class B Notes, then to pay any shortfalls in Series Servicing Fees allocable to the DiscoverSeries, and then to make Targeted Principal Deposits to the Principal Funding Subaccounts for Class A Notes and Class B Notes, including Targeted Prefunding Deposits, before being applied to make Targeted Principal Deposits to the Principal Funding Subaccounts of Subordinate Notes, including the Class C(2017-1) Notes. Principal will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that paid on the Class Controlled Accumulation Amount for the Due Period related C(2017-1) Notes prior to the Class Expected Final Payment Date, when aggregated with the Class Controlled Accumulation Amounts for their Legal Maturity Date unless each preceding Due Period, will equal or exceed the Series Initial Investor Interest. Any notice by the Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 19 shall specify the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, Usage of Class C Notes and the commencement date Class B Usage of Class C Notes is zero for each Tranche of Class A Notes and Class B Notes of the Controlled Accumulation Period will DiscoverSeries and the required level of subordination for the Class A Notes and Class B Notes of the DiscoverSeries is available after giving effect to such payment. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Initial Dollar Principal Amount of this Note is $497,079,660. The Stated Principal Amount of this Note is $510,000,000. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be such Determination Dateentitled to any benefit under the Indenture, Indenture Supplement or the Terms Document referred to on the reverse hereof, or be valid or obligatory for any purpose. * Denominations of $100,000 and in integral multiples of $1,000 in excess thereof.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2011-4) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2011-4) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2011-4) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2011-4) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class C(2016-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described belowshall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class C(2016-1) Notes. Any such delay by the Calculation Agent on any Determination Date is different from behalf of the Initial Scheduled Controlled Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period Length, the Servicer, at its option on (after giving effect to any Determination Date prior to delay in the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 192.13). The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, then based on each Determination the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period for the Class C(2016-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date thereafter until and the date Accumulation Period Length shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such delay in the commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such delay there is a Tranche of Outstanding DiscoverSeries Notes which were issued prior to January 1, 2009 and for which the Controlled commencement of the Accumulation Period commences for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Servicer will recalculate Indenture Supplement. If such confirmation from the Controlled applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period Lengthfor the Class C(2016-1) Notes is delayed pursuant to this Section 2.13. Exhibit A Form of Class C Note DISCOVERSERIES CLASS C(2016-1) NOTE THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF DISCOVER CARD EXECUTION NOTE TRUST, DISCOVER FUNDING LLC AND DISCOVER BANK THAT (A) THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR, IN THE CASE OF THE INITIAL HOLDER HEREOF ONLY, ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT, (2) TO DISCOVER CARD EXECUTION NOTE TRUST, DISCOVER FUNDING LLC, DISCOVER BANK OR THEIR AFFILIATES OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, IF APPLICABLE, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO DISCOVER BANK, 00 XXXX’X XXX, XXX XXXXXX, XXXXXXXX, 00000, ATTENTION: TREASURER, DISCOVER BANK WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. DISTRIBUTIONS OF PRINCIPAL AND INTEREST TO THE HOLDER OF THIS CLASS C NOTE ARE SUBORDINATE TO THE PAYMENT ON EACH DISTRIBUTION DATE OF PRINCIPAL OF AND INTEREST ON THE CLASS A NOTES AND THE CLASS B NOTES OF THE DISCOVERSERIES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE AND INDENTURE SUPPLEMENT REFERRED TO HEREIN. REGISTERED $[●]* No. [●] DISCOVER CARD EXECUTION NOTE TRUST DISCOVERSERIES CLASS C(2016-1) NOTE DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to [●], or registered assigns, subject to the following provisions, a principal sum of $[●] ([●] dollars) payable on the September 2019 Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the March 2022 Payment Date (ithe “Legal Maturity Date”). If the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date, interest will accrue on this Note at the rate of one-month LIBOR + 1.20% per annum, as more specifically set forth in the Class C(2016-1) Terms Document dated as of August 26, 2016 (the length “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date from and including the previous Interest Payment Date to but excluding such Interest Payment Date (or, in the case of the Controlled Accumulation Period first Interest Payment Date for the Class C(2016-1) Notes occurring after the Expected Maturity Date, from and including the Expected Maturity Date to but excluding such Interest Payment Date). Interest will be computed on the basis of the actual number of days elapsed and a 360-day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal may be payable monthly, and may be payable earlier or later than the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. The interest is payable monthly on each Interest Payment Date if the Outstanding Dollar Principal Amount is not paid in full on or prior to the Expected Maturity Date. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale. Series Principal Amounts allocated to the Class C(2016-1) Notes will be applied first to pay shortfalls in interest on Class A Notes and Class B Notes, then to pay any shortfalls in Series Servicing Fees allocable to the DiscoverSeries, and then to make Targeted Principal Deposits to the Principal Funding Subaccounts for Class A Notes and Class B Notes, including Targeted Prefunding Deposits, before being applied to make Targeted Principal Deposits to the Principal Funding Subaccounts of Subordinate Notes, including the Class C(2016-1) Notes. Principal will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that paid on the Class Controlled Accumulation Amount for the Due Period related C(2016-1) Notes prior to the Class Expected Final Payment Date, when aggregated with the Class Controlled Accumulation Amounts for their Legal Maturity Date unless each preceding Due Period, will equal or exceed the Series Initial Investor Interest. Any notice by the Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 19 shall specify the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, Usage of Class C Notes and the commencement date Class B Usage of Class C Notes is zero for each Tranche of Class A Notes and Class B Notes of the Controlled Accumulation Period will DiscoverSeries and the required level of subordination for the Class A Notes and Class B Notes of the DiscoverSeries is available after giving effect to such payment. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Initial Dollar Principal Amount of this Note is $640,758,090. The Stated Principal Amount of this Note is $665,000,000. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be such Determination Dateentitled to any benefit under the Indenture, Indenture Supplement or the Terms Document referred to on the reverse hereof, or be valid or obligatory for any purpose. * Denominations of $200,000 and in integral multiples of $1,000 in excess thereof.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2011-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestB(2011-3) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class B(2011-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B(2011-3) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class C(2011-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestC(2011-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class C(2011-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class C(2011-1) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2022-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed A(2022-2) Notes. To the Series Initial Investor Interest. Any notice by extent that the Servicer electing to modify Calculation Agent has previously delayed the commencement of the Controlled Accumulation Commencement Date pursuant to this Section 2.11, the Calculation Agent may subsequently accelerate the commencement of the Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11. Any adjustments by the Calculation Agent on behalf of the Issuer to the Accumulation Commencement Date shall be made no later than the earlier to occur of (x) the first day of the initial Due Period of the proposed Accumulation Period (after giving effect to the current adjustment and all prior adjustments to the commencement of the Accumulation Period pursuant to this Section 19 2.11) and (y) the last day of the Due Period immediately preceding the first Due Period of the currently scheduled Accumulation Period (after giving effect to any prior adjustments in the commencement of the Accumulation Period pursuant to this Section 2.11). The Calculation Agent on behalf of the Issuer shall specify cause any such adjustment if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, (x) the adjustment to the commencement of the Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) for the Class Controlled Accumulation Amount with respect to each class A(2022-2) Notes will not result in any Tranche of such Series with respect to each Due Period. If Notes not being paid in full on the Controlled Accumulation Period Length relevant Expected Maturity Date (as recalculated on any such Determination Date exceeds defined in the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination Date.applicable Terms Document) and,

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2015-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestB(2015-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class B(2015-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B(2015-2) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2017-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestB(2017-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class B(2017-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any such Determination Date exceeds behalf of the number Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of full Due Periods following such Determination Date and preceding the Accumulation Period for the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination DateB(2017-1) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2013-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestB(2013-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class B(2013-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B(2013-1) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2019-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2019-3) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2019-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2019-3) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2021-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed A(2021-1) Notes. To the Series Initial Investor Interest. Any notice by extent that the Servicer electing to modify Calculation Agent has previously delayed the commencement of the Controlled Accumulation Commencement Date pursuant to this Section 2.11, the Calculation Agent may subsequently accelerate the commencement of the Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11. Any adjustments by the Calculation Agent on behalf of the Issuer to the Accumulation Commencement Date shall be made no later than the earlier to occur of (x) the first day of the initial Due Period of the proposed Accumulation Period (after giving effect to the current adjustment and all prior adjustments to the commencement of the Accumulation Period pursuant to this Section 19 2.11) and (y) the last day of the Due Period immediately preceding the first Due Period of the currently scheduled Accumulation Period (after giving effect to any prior adjustments in the commencement of the Accumulation Period pursuant to this Section 2.11). The Calculation Agent on behalf of the Issuer shall specify cause any such adjustment if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, (x) the adjustment to the commencement of the Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) for the Class Controlled Accumulation Amount with respect to each class A(2021-1) Notes will not result in any Tranche of such Series with respect to each Due Period. If Notes not being paid in full on the Controlled Accumulation Period Length relevant Expected Maturity Date (as recalculated on any such Determination Date exceeds defined in the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination Date.applicable Terms Document) and,

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class C(2011-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestC(2011-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class C(2011-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class C(2011-2) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2016-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described belowshall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class A(2016-2) Notes. Any such delay by the Calculation Agent on any Determination Date is different from behalf of the Initial Scheduled Controlled Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period Length, the Servicer, at its option on (after giving effect to any Determination Date prior to delay in the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 192.11). The Calculation Agent on behalf of the Issuer shall cause such delay if the Calculation Agent determines in good faith that each of the following conditions will be satisfied: (i) the Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, then based on each Determination the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period for the Class A(2016-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date thereafter until (as defined in the date applicable Terms Document); (ii) such delay is permitted under the Series 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Accumulation Amount, the Accumulation Commencement Date and the Accumulation Period Length shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such delay in the commencement of the Accumulation Period will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such delay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the Controlled commencement of the Accumulation Period commences for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Servicer will recalculate Indenture Supplement. If such confirmation from the Controlled applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period Lengthfor the Class A(2016-2) Notes is delayed pursuant to this Section 2.11. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. REGISTERED No. [●] CUSIP NO. 254683 BT1 DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of $[●] ([●] dollars) payable on the March 15, 2019 Payment Date (the “Expected Maturity Date”), except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the September 15, 2021 Payment Date (ithe “Legal Maturity Date”). Interest will accrue on this Note at the rate of one-month LIBOR + 0.54% per annum; provided, that if the sum of LIBOR + 0.54% is less than 0.00%, then interest on this Note will be deemed to accrue at a rate of 0.00%, as more specifically set forth in the Class A(2016-2) Terms Document dated as of April 19, 2016 (the length “Terms Document”), between the Issuer and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date for the period from and including the previous Interest Payment Date (or, in the case of the Controlled Accumulation Period first Interest Payment Date for any Class A(2016-2) Notes, from and including the applicable Issuance Date) to but excluding such Interest Payment Date. Interest will be computed on the actual number of days elapsed and a 360-day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal and interest may be payable monthly, and may be payable earlier or later than the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has occurred and is continuing. No principal or interest will be distributed on the Note following the distribution of proceeds of a Receivables Sale. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Initial Dollar Principal Amount of the Class A(2016-2) Notes is $550,000,000. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect entitled to any Series benefit * Denominations of $100,000 and in integral multiples of $1,000 in excess thereof. under the Group Indenture, Indenture Supplement or the Terms Document referred to which on the Series established hereby belongs. On each Determination Datereverse hereof, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that the Class Controlled Accumulation Amount or be valid or obligatory for the Due Period related to the Class Expected Final Payment Date, when aggregated with the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor Interest. Any notice by the Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 19 shall specify the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination Datepurpose.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2022-3) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed A(2022-3) Notes. To the Series Initial Investor Interest. Any notice by extent that the Servicer electing to modify Calculation Agent has previously delayed the commencement of the Controlled Accumulation Commencement Date pursuant to this Section 2.11, the Calculation Agent may subsequently accelerate the commencement of the Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11. Any adjustments by the Calculation Agent on behalf of the Issuer to the Accumulation Commencement Date shall be made no later than the earlier to occur of (x) the first day of the initial Due Period of the proposed Accumulation Period (after giving effect to the current adjustment and all prior adjustments to the commencement of the Accumulation Period pursuant to this Section 19 2.11) and (y) the last day of the Due Period immediately preceding the first Due Period of the currently scheduled Accumulation Period (after giving effect to any prior adjustments in the commencement of the Accumulation Period pursuant to this Section 2.11). The Calculation Agent on behalf of the Issuer shall specify cause any such adjustment if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, (x) the adjustment to the commencement of the Accumulation Period Lengthfor the Class A(2022-3) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document) and, (y) if such adjustment is an acceleration of the commencement of the Accumulation Period for the Class A(2022-3) Notes, the resulting Accumulation Period for the Class A(2022-3) Notes is the shortest Accumulation Period for the Class A (2022-3) Notes that will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such adjustment is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, adjustment in the commencement date of the Controlled Accumulation Period will be such Determination Datenot result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. The Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2022-3) Notes is adjusted pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2012-4) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2012-4) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2012-4) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2012-4) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2012-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestB(2012-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class B(2012-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from 16 CH\1374120.2 the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B(2012-2) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class C(2017-1) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestC(2017-1) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class C(2017-1) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any such Determination Date exceeds behalf of the number Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of full Due Periods following such Determination Date and preceding the Accumulation Period for the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination DateC(2017-1) Notes is delayed pursuant to this Section 2.13.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2016-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestA(2016-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.11). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class A(2016-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date (as defined in the applicable Terms Document); (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class A(2016-2) Notes is delayed pursuant to this Section 2.11.

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class A(2021-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed A(2021-2) Notes. To the Series Initial Investor Interest. Any notice by extent that the Servicer electing to modify Calculation Agent has previously delayed the commencement of the Controlled Accumulation Commencement Date pursuant to this Section 2.11, the Calculation Agent may subsequently accelerate the commencement of the Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11. Any adjustments by the Calculation Agent on behalf of the Issuer to the Accumulation Commencement Date shall be made no later than the earlier to occur of (x) the first day of the initial Due Period of the proposed Accumulation Period (after giving effect to the current adjustment and all prior adjustments to the commencement of the Accumulation Period pursuant to this Section 19 2.11) and (y) the last day of the Due Period immediately preceding the first Due Period of the currently scheduled Accumulation Period (after giving effect to any prior adjustments in the commencement of the Accumulation Period pursuant to this Section 2.11). The Calculation Agent on behalf of the Issuer shall specify cause any such adjustment if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, (x) the adjustment to the commencement of the Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) for the Class Controlled Accumulation Amount with respect to each class A(2021-2) Notes will not result in any Tranche of such Series with respect to each Due Period. If Notes not being paid in full on the Controlled Accumulation Period Length relevant Expected Maturity Date (as recalculated on any such Determination Date exceeds defined in the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination Date.applicable Terms Document) and,

Variable Accumulation Period. The Controlled Notwithstanding anything to the contrary in Section 4.02 of the Indenture Supplement, the Calculation Agent on behalf of the Issuer shall, by written notice to the Indenture Trustee, delay the commencement of the Accumulation Period is scheduled to commence on for the Stated Controlled Class B(2012-2) Notes and determine a new Accumulation Period Commencement Date, subject to the conditions set forth in this Section 2.13; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in commence no later than the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number first day of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with Maturity Date for the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor InterestB(2012-2) Notes. Any notice such delay by the Servicer electing Calculation Agent on behalf of the Issuer shall be made no later than the first day of the scheduled Due Period immediately preceding the first Due Period in the Accumulation Period (after giving effect to modify any prior delay in the commencement of the Controlled Accumulation Period pursuant to this Section 19 2.13). The Calculation Agent on behalf of the Issuer shall specify cause such delay if the Calculation Agent determines in good faith that each of the following as determined on such Determination Dateconditions will be satisfied: (i) the Controlled Calculation Agent on behalf of the Issuer delivers to the Indenture Trustee a certificate to the effect that the Calculation Agent on behalf of the Issuer reasonably believes that, based on the payment rate and the anticipated availability of Series Principal Amounts and Reallocated Principal Amounts, the delay in the commencement of the Accumulation Period Lengthfor the Class B(2012-2) Notes will not result in any Tranche of Notes not being paid in full on the relevant Expected Maturity Date; (ii) such delay is permitted under the commencement date of the Controlled Accumulation PeriodSeries 2007-CC Series Supplement or any other applicable agreement relating to any Additional Collateral Certificate; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If Amount, the Controlled Accumulation Commencement Date and the Accumulation Period Length as recalculated shall have been adjusted. The Calculation Agent on any behalf of the Issuer shall not be required to obtain confirmation from the applicable Note Rating Agencies that such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, delay in the commencement date of the Controlled Accumulation Period will be not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes, unless at the time of such Determination Datedelay there is a Tranche of Outstanding DiscoverSeries Notes, which were issued prior to January 1, 2009 and for which the commencement of the Accumulation Period for such Tranche of Notes has already been delayed pursuant to Section 4.02 of the Indenture Supplement. If such confirmation from the applicable Note Rating Agency is not required, the Calculation Agent on behalf of the Issuer shall provide written notice to each applicable Note Rating Agency in the event that the commencement of the Accumulation Period for the Class B(2012-2) Notes is delayed pursuant to this Section 2.13.