Counsel to Discover Bank and Funding (which for purposes of the opinions described in clauses (i)-(iv) and the opinions as to the due authorization, execution and delivery of the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement and the Trust Agreement and the due authorization, execution, issuance and delivery of the Collateral Certificate in clause (v) may be in-house counsel to Discover Bank or Funding, as applicable) shall have furnished to you their written opinion, dated the Closing Date, in form and substance satisfactory to you in your reasonable judgment, to the effect that:
(i) (A) Discover Bank has been duly incorporated and is validly existing as a banking corporation in good standing under the laws of the State of Delaware, has, in all material respects, the corporate power to own its own assets and operate its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and now has, the corporate power to acquire, own and service the Receivables, and (B) Funding has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has, in all material respects, the limited liability company power to own its own assets and operate its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and now has, the corporate power to acquire and own the Receivables.
(ii) (A) Discover Bank has the corporate power to execute and deliver the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, this Agreement and the applicable Terms Agreement, and to consummate the transactions set forth herein and therein, and (B) Funding has the limited liability company power to execute and deliver the RSCA, the Pooling and Servicing Agreement, the Risk Retention Agreement, this Agreement and the applicable Terms Agreement, and to consummate the transactions set forth herein and therein.
(iii) This Agreement and the Terms Agreement have been duly authorized, executed and delivered on the parts of each of Discover Bank and Funding.
(iv) The compliance by Discover Bank and Funding with all of the provisions of this Agreement, the Terms Agreement, the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, the Collateral Certificate Transfer Agreement and the T...
Counsel to Discover Bank and Funding (which for purposes of the opinions described in clauses (i)-(iv) and the opinions as to the due authorization, execution and delivery of the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement and the Trust Agreement and the due authorization, execution, issuance and delivery of the Collateral Certificate in clause (v) may be in-house counsel to Discover Bank or Funding, as applicable) shall have furnished to you their written opinion, dated the Closing Date, in form and substance satisfactory to you in your reasonable judgment, to the effect that: (i) (A) Discover Bank has been duly incorporated and is validly existing as a banking corporation in good standing under the laws of the State of Delaware, has, in all material respects, the corporate power to own its own assets and operate its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and now has, the corporate power to acquire, own and service the Receivables, and (B) Funding has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has, in all material respects, the limited liability company power to own its own assets and operate its business as described in the Preliminary Prospectus and the Prospectus, and had at all relevant times and now has, the corporate power to acquire and own the Receivables.
