DISCOVER CARD EXECUTION NOTE TRUST (Issuer) DISCOVER BANK (Originator and Servicer) DISCOVER FUNDING LLC (Depositor) [FORM OF] Underwriting Agreement (Standard Terms)Underwriting Agreement • September 10th, 2015 • Discover Card Master Trust I • Asset-backed securities • New York
Discover Card Execution Note Trust, a statutory trust created under the laws of the State of Delaware (the “Issuer”), and Discover Funding LLC, a Delaware limited liability company (“Funding”), as depositor (in such capacity, the “Depositor”) of the Issuer, propose, subject to the terms and conditions stated herein, to cause to be issued and sold from time to time notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Amended and Restated Indenture, dated as of [ ] [ ], 2015, as supplemented by the Second Amended and Restated Indenture Supplement, dated as of [ ] [ ], 2015, and a Terms Document having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated
DISCOVER BANK as Master Servicer and Servicer, DISCOVER FUNDING LLC, as Transferor, and U.S. BANK NATIONAL ASSOCIATION as Trustee on behalf of the Certificateholders [FORM OF] AMENDED AND RESTATED SERIES SUPPLEMENT Dated as of [ ], 20[ ] to THIRD...Amended and Restated Series Supplement • September 10th, 2015 • Discover Card Master Trust I • Asset-backed securities • New York
THIS AMENDED AND RESTATED SERIES SUPPLEMENT, dated as of [ ], 20[ ] (this “Series Supplement”), by and among DISCOVER BANK, a Delaware banking corporation (“Discover Bank”), as Master Servicer and Servicer, DISCOVER FUNDING LLC, a Delaware limited liability company (“Discover Funding”), as Transferor, and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as Trustee under the Third Amended and Restated Pooling and Servicing Agreement, dated as of [ ], 20[ ], among Discover Bank, as Servicer, Discover Funding, as Transferor, and the Trustee (as amended and supplemented from time to time the “Pooling and Servicing Agreement”), relates to the series of Master Trust Certificates to be known as the DISCOVER CARD MASTER TRUST I, SERIES 2007-CC COLLATERAL CERTIFICATE (“Series 2007-CC”). Series 2007-CC is an Interchange Series that is a member of Group One of the Discover Card Master Trust I and is eligible for reallocations to and from other Series in Group One. (For purposes of any Series Suppl
DISCOVER BANK Master Servicer and Servicer DISCOVER FUNDING LLC, Transferor and U.S. BANK NATIONAL ASSOCIATION Trustee on behalf of the Certificateholders [FORM OF] THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT Dated as of [ ], 20[ ]...Pooling and Servicing Agreement • September 10th, 2015 • Discover Card Master Trust I • Asset-backed securities • New York
This THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of [ ], 20[ ] (the “Agreement”), by and between DISCOVER BANK, a Delaware banking corporation (formerly Greenwood Trust Company), as Master Servicer and Servicer (“Discover Bank”), DISCOVER FUNDING LLC, as Transferor (“Discover Funding”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (formerly First Bank National Association, successor trustee to Bank of America Illinois, formerly Continental Bank, National Association), as Trustee.
DISCOVER CARD EXECUTION NOTE TRUST AMENDED AND RESTATED TRUST AGREEMENT Dated as of [ ], 20[ ] between DISCOVER FUNDING LLC as Beneficiary, and WILMINGTON TRUST COMPANY, as Owner TrusteeTrust Agreement • September 10th, 2015 • Discover Card Master Trust I • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of [ ], 20[ ], between DISCOVER FUNDING LLC a Delaware limited liability company, as Beneficiary (“Discover Funding”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as owner trustee for DISCOVER CARD EXECUTION NOTE TRUST (the “Note Issuance Trust”).
FORM OF] RECEIVABLES SALE AND CONTRIBUTION AGREEMENT between DISCOVER BANK and DISCOVER FUNDING LLC Dated as of [ ], 20[ ]Receivables Sale and Contribution Agreement • September 10th, 2015 • Discover Card Master Trust I • Asset-backed securities • Delaware
This Receivables Sale and Contribution Agreement (this “Agreement”) is made as of [ ], 20[ ], between Discover Bank, a Delaware banking corporation (“Discover Bank”), and Discover Funding LLC, a Delaware limited liability company (“Discover Funding”).
FORM OF] DISCOVER CARD EXECUTION NOTE TRUST Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture Trustee CLASS B ( - ) TERMS DOCUMENT Dated as of [ ] to SECOND AMENDED AND RESTATED INDENTURE SUPPLEMENT Dated as of [ ], 20[ ] for the DiscoverSeries...Execution Note Trust • September 10th, 2015 • Discover Card Master Trust I • Asset-backed securities • New York
THIS CLASS B( - ) TERMS DOCUMENT (this “Terms Document”), by and between DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of [ ].
ASSET REPRESENTATIONS REVIEW AGREEMENT among DISCOVER CARD EXECUTION NOTE TRUST, as Issuer DISCOVER BANK, as Master Servicer and Servicer and as Asset Representations Reviewer Dated as of [ ], 20[ ]Asset Representations Review Agreement • September 10th, 2015 • Discover Card Master Trust I • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [ ], 20[ ] (this “Agreement”), among DISCOVER CARD EXECUTION NOTE TRUST (the “Issuer”), a Delaware statutory trust, as Issuer, DISCOVER BANK, a Delaware banking corporation, as Master Servicer and Servicer, and [ ] (the “Asset Representations Reviewer”), a [ ], as Asset Representations Reviewer.
DISCOVER CARD EXECUTION NOTE TRUST Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture Trustee [FORM OF] SECOND AMENDED AND RESTATED INDENTURE SUPPLEMENT Dated as of [ ], 20[ ] for the DiscoverSeries Notes to AMENDED AND RESTATED INDENTURE Dated as of...Indenture Supplement • September 10th, 2015 • Discover Card Master Trust I • Asset-backed securities • New York
THIS AMENDED AND RESTATED INDENTURE SUPPLEMENT (this “Indenture Supplement”) for the DiscoverSeries Notes, by and between DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer” or the “Note Issuance Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of June 4, 2010.
FORM OF] DISCOVER CARD EXECUTION NOTE TRUST Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture Trustee CLASS A( - ) TERMS DOCUMENT Dated as of [ ] to SECOND AMENDED AND RESTATED INDENTURE SUPPLEMENT Dated as of [ ], 20[ ] for the DiscoverSeries Notes...Indenture Supplement • September 10th, 2015 • Discover Card Master Trust I • Asset-backed securities • New York
THIS CLASS A( - ) TERMS DOCUMENT (this “Terms Document”), by and between DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of [ ].
FORM OF] DISCOVER CARD EXECUTION NOTE TRUST Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture Trustee CLASS C( - ) TERMS DOCUMENT Dated as of [ ] to SECOND AMENDED AND RESTATED INDENTURE SUPPLEMENT Dated as of [ ], 20[ ] for the DiscoverSeries Notes...Execution Note Trust • September 10th, 2015 • Discover Card Master Trust I • Asset-backed securities • New York
THIS CLASS C( - ) TERMS DOCUMENT (this “Terms Document”), by and between DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of [ ].
