Discover Bank. Funding, and the Issuer shall have furnished or caused to be furnished to you at the Time of Delivery certificates satisfactory to you as to the accuracy at and as of such Time of Delivery of the representations and warranties of Discover Bank, Funding, and the Issuer herein and as to the performance by Discover Bank, Funding, and the Issuer of all their respective obligations hereunder to be performed at or prior to the Time of Delivery and Discover Bank, Funding, and the Issuer shall have also furnished you similar certificates satisfactory to you as to the matters set forth in subdivision (a) of this Section 7.
Discover Bank and Funding, jointly and severally, will indemnify and hold harmless each Underwriter, and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such Underwriter or controlling person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such other person may become subject, under the Act, the Exchange Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, any Issuer Free Writing Prospectus, the Prospectus, or the Time of Sale Information, or any amendment or supplement thereto furnished by Discover Bank, Funding, or the Issuer, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim; provided, however, that neither Discover Bank nor Funding shall be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with any Underwriter Information; and provided, further, that Discover Bank and Funding shall not be liable to any Underwriter or any person controlling such Underwriter under the indemnity agreement in this subdivision (a) with respect to the Preliminary Prospectus, or any Issuer Free Writing Prospectus, as the case may be, to the extent that any such loss, claim, damage or liability of such Underwriter or controlling person results solely from the fact that such Underwriter sold Notes to a person to whom there was not sent or given, at or prior to the Time of Sale, the Time of Sale Information (including, for the avoidance of doubt, any Time of Sale Information that corrected or superseded any infor...
Discover Bank. Funding, and the Issuer agree with each of the Underwriters during the period beginning from the date of the Terms Agreement and continuing to and including the earlier of (i) the termination of trading restrictions on the Notes, of which termination you agree to give Discover Bank, Funding, and the Issuer prompt notice confirmed in writing and (ii) the Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of any securities of Discover Bank, Funding, or any other affiliate thereof or any other trust for which Discover Bank, Funding, or any other affiliate thereof is depositor, which represent participation interests in Discover Card receivables, without your prior written consent, which consent shall not be unreasonably withheld.
Discover Bank and the Issuer shall have furnished or caused to be furnished to you at the Time of Delivery certificates satisfactory to you as to the accuracy at and as of such Time of Delivery of the representations and warranties of Discover Bank and the Issuer herein and as to the performance by Discover Bank and the Issuer of all their respective obligations hereunder to be performed at or prior to the Time of Delivery and Discover Bank and the Issuer shall have also furnished you similar certificates satisfactory to you as to the matters set forth in subdivision (a) of this Section 7.
Discover Bank and the Issuer shall have furnished or caused to be furnished to you at the Time of Delivery certificates satisfactory to you as to the accuracy at and as of such Time of Delivery of the representations and warranties of Discover Bank and the Issuer herein and as to the performance by Discover Bank and the Issuer of all their respective obligations hereunder to be performed at or prior to the Time of Delivery and Discover Bank and the Issuer shall have also furnished you similar certificates satisfactory to you as to the matters set forth in subdivision (a) of this Section 7. If any of the conditions specified in this Section 7 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions or certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and your counsel, this Agreement and all its obligations hereunder may be canceled at, or at any time before, the Time of Delivery by you. Notice of such cancellation shall be given to the Issuer and Discover Bank in writing or by telephone or telecopy confirmed in writing prior to the Time of Delivery.
Discover Bank as Master Servicer and on behalf of the Holder of the Seller Certificate, covenants and agrees that, so long as this Agreement shall remain in effect or any monetary obligation arising hereunder or under the Series Supplement shall remain unpaid, it will change the terms and provisions of a Credit Agreement with respect to a Discover Bank Discover Card Account or any other Account with respect to which it is the Servicer (including, without limitation, the calculation of the amount, or the timing, of charge-offs) only if it does not believe, after a good faith assessment of the expected effects of such change, that such change will result in a reduction of the Portfolio Yield, for any Due Period beginning prior to the termination of the Series, to less than the Base Rate unless such change (i) is required by any Requirements of Law or (ii) is deemed necessary by Discover Bank in its sole reasonable judgment to maintain its credit card business on a competitive basis. For purposes of this Section 13, "Base Rate" shall mean (i) the weighted average of the Certificate Rates for each Class of each Series then outstanding plus (ii) 1% per annum. For purposes of the immediately preceding sentence, the Certificate Rate for each Class that does not have a fixed Certificate Rate shall be the actual Certificate Rate for such Class for the Interest Accrual Period commencing in the immediately preceding Due Period. In the event that any Additional Seller shall transfer Receivables in Additional Accounts to the Trust, Discover Bank on behalf of the Holder of the Seller Certificate shall cause the Servicer with respect to such Additional Accounts to make the covenant set forth above with respect to such Additional Accounts.
Discover Bank as Master Servicer and on behalf of the Holder of the Seller Certificate, covenants and agrees that, so long as this Agreement shall remain in effect or any monetary obligation arising hereunder or under the Series Supplement shall remain unpaid, it will change the terms and provisions of a Credit Agreement with respect to a Discover Bank Discover Card Account or any other Account with respect to which it is the Servicer (including, without limitation, the calculation of the amount, or
Discover Bank as Master Servicer and on behalf of the Holder of the Seller Certificate, covenants and agrees that, so long as this Agreement shall remain in effect or any monetary obligation arising hereunder or under the Series Supplement shall remain unpaid, it will change the terms and provisions of a Credit Agreement with respect to a Discover Bank Discover Card Account or any other Account with respect to which it is the Servicer (including, without limitation, the calculation of the amount, or the timing, of charge-offs) only if it does not believe, after a good faith assessment of the expected effects of such change, that such change will result in a reduction of the Portfolio Yield, for any Due Period beginning prior to the termination of the Series, to less than the Base Rate unless such change (i) is required by any Requirements of Law or (ii) is deemed necessary by Discover Bank in its sole reasonable judgment to maintain its credit card business on a
Discover Bank and the Issuer shall have furnished or caused to be furnished to you at the Time of Delivery a certificate satisfactory to you as to the accuracy at and as of such Time of Delivery of the representations and warranties of Discover Bank and the Issuer in the TALF Certification and as to the performance by Discover Bank and the Issuer of all their respective obligations in the TALF Certification to be performed at or prior to the Time of Delivery. If any of the conditions specified in this Section 7 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions or certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and your counsel, this Agreement and the Terms Agreement and all the Underwriters’ obligations hereunder and thereunder may be canceled at, or at any time before, the Time of Delivery by you. Notice of such cancellation shall be given to the Issuer and Discover Bank in writing or by telephone or telecopy confirmed in writing prior to the Time of Delivery.
Discover Bank. Funding, and their respective affiliates (whether or not consolidated) considered as a whole, shall not have sustained, since the date of the latest audited financial statement previously delivered to you, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree and (ii) since the date of the Terms Agreement there shall not have been any material change in the capital stock accounts or long-term debt of Discover Bank or Funding or any material adverse change in the general affairs, financial position, shareholders’ equity or results of operations of Discover Bank, Funding, and their affiliates (whether or not consolidated) considered as a whole, the effect of which in any such case described in clause (i) or (ii), in your judgment renders it inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Prospectus as amended or supplemented.
