Sf-3 Sample Contracts

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FORM OF INDENTURE
Indenture • August 22nd, 2024 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York

INDENTURE, dated as of [___], 20[_], between TOYOTA AUTO RECEIVABLES 20[_]-[_] OWNER TRUST, a Delaware statutory trust (the “Issuer”), and [___], a [___], as indenture trustee and not in its individual capacity (the “Indenture Trustee”) and as securities intermediary (the “Securities Intermediary”).

FORM OF SALE AND SERVICING AGREEMENT by and among BRIDGECREST LENDING AUTO SECURITIZATION TRUST 20[•]-[•], as Issuer [BRIDGECREST LENDING AUTO SECURITIZATION GRANTOR TRUST 20[•]-[•], as Grantor Trust] BRIDGECREST AUTO FUNDING LLC, as Seller...
Sale and Servicing Agreement • May 12th, 2023 • Bridgecrest Auto Funding LLC • New York

THIS SALE AND SERVICING AGREEMENT, dated as of [_________], 20[ ] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is by and among BRIDGECREST LENDING AUTO SECURITIZATION TRUST 20[•]-[•], a Delaware statutory trust (the “Issuer”),[ [GRANTOR TRUST 20[•]-[•]], a Delaware statutory trust (the “Grantor Trust”),] BRIDGECREST AUTO FUNDING LLC, a Delaware limited liability company, as seller (the “Seller”), BRIDGECREST ACCEPTANCE CORPORATION, an Arizona corporation (“BAC”), as servicer (in such capacity, the “Servicer”), [_________], a [ ], as standby servicer (the “Standby Servicer”), and [_________], a [ ], as indenture trustee (the “Indenture Trustee”).

JOHN DEERE OWNER TRUST 20[__] TRUST AGREEMENT between JOHN DEERE RECEIVABLES, INC. Depositor and Owner Trustee Dated as of [__], 20[__]
Trust Agreement • February 8th, 2019 • John Deere Receivables, Inc. • Asset-backed securities • Delaware

TRUST AGREEMENT, dated as of [__], 20[__], between John Deere Receivables, Inc., a Nevada corporation, as Depositor, and [__], a [__], as Owner Trustee.

FORM OF ADMINISTRATION AGREEMENT between [SANTANDER] DRIVE AUTO RECEIVABLES TRUST 20[ ]-[ ], as Issuer, SANTANDER CONSUMER USA INC., as Administrator and as Indenture Trustee Dated as of [___________], 20[ ]
Administration Agreement • December 27th, 2021 • Santander Drive Auto Receivables LLC • Asset-backed securities • New York

THIS ADMINISTRATION AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”) dated as of [___________], 20[ ], is between [SANTANDER] DRIVE AUTO RECEIVABLES TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), SANTANDER CONSUMER USA INC., an Illinois corporation, as administrator (“Santander Consumer” or the “Administrator”), and [ ], a [ ], as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in Appendix A to the Sale and Servicing Agreement dated as of [___________], 20[ ] (the “Sale and Servicing Agreement”) by and between Santander Drive Auto Receivables LLC, as seller, the Issuer, the Administrator, as servicer, and the Indenture Trustee.

TRUST AGREEMENT between WORLD OMNI AUTO LEASING LLC, as Depositor, and [ ], as Owner Trustee Dated [ ], 20[ ]
Trust Agreement • May 5th, 2022 • World Omni LT • Asset-backed securities • Delaware

This TRUST AGREEMENT is dated [ ], 20[ ] between WORLD OMNI AUTO LEASING LLC, a Delaware limited liability company, as depositor (the "Depositor"), and [ ], as owner trustee (not in its individual capacity, but solely as owner trustee, the "Owner Trustee").

BRIDGECREST LENDING AUTO SECURITIZATION TRUST 20[•]-[•] FORM OF AMENDED AND RESTATED TRUST AGREEMENT between BRIDGECREST AUTO FUNDING LLC, as the Depositor and as the Owner Trustee Dated as of [_________], 20[ ]
Trust Agreement • May 12th, 2023 • Bridgecrest Auto Funding LLC • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT is made as of [_________], 20[ ] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement” or this “Trust Agreement”) between BRIDGECREST AUTO FUNDING LLC, a Delaware limited liability company, as the Depositor (the “Depositor”), and [_________], a [ ], solely as owner trustee and not in its individual capacity (“[_________]” and in such capacity the “Owner Trustee”).

CERTIFICATE CAPTION] UNDERWRITING AGREEMENT As of [DATE]
Underwriting Agreement • February 21st, 2020 • LMF Commercial Mortgage Securities, LLC • Asset-backed securities • New York

LMF Commercial Mortgage Securities, LLC, a Delaware limited liability company (the “Depositor”), intends to issue its [CERTIFICATE CAPTION] (the “Certificates”), in [NUMBER OF CLASSES] classes (each, a “Class”) as designated in the Prospectus (as defined below). Pursuant to this underwriting agreement (the “Agreement”), the Depositor further proposes to sell to [[______] UNDERWRITER (“[[______] UNDERWRITER]”)], [UNDERWRITER] and [UNDERWRITER] and each of [[______] UNDERWRITER], [UNDERWRITER] and [UNDERWRITER], individually, an “Underwriter” and, collectively, the “Underwriters”) the Certificates set forth in Schedule I hereto (the “Registered Certificates”) in the respective original principal amounts and notional amounts set forth in Schedule I. The Certificates represent in the aggregate the entire beneficial ownership interest in a trust fund (the “Trust Fund”) consisting of a segregated pool (the “Mortgage Pool”) of [NUMBER OF MORTGAGE LOANS] mortgage loans (the “Mortgage Loans”) h

CARMAX AUTO FUNDING LLC, as Depositor, and as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of [________], 20[__]
Trust Agreement • November 14th, 2024 • Carmax Auto Funding LLC • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of [________], 20[__] (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and [________________________________], a [_________], as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

FORM OF PURCHASE AGREEMENT dated as of [_________], 20[ ] between SANTANDER CONSUMER USA INC., as Seller and SANTANDER DRIVE AUTO RECEIVABLES LLC, as Purchaser
Purchase Agreement • December 27th, 2021 • Santander Drive Auto Receivables LLC • Asset-backed securities • New York

THIS PURCHASE AGREEMENT is made and entered into as of [ ], 20[ ] (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”) by SANTANDER CONSUMER USA INC., an Illinois corporation (“Santander Consumer”), and SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company (the “Purchaser”).

ADMINISTRATION AGREEMENT AMONG ALLY AUTO RECEIVABLES TRUST [ ], ISSUING ENTITY, ALLY BANK, ADMINISTRATOR AND INDENTURE TRUSTEE DATED AS OF [ ], 20[ ]
Administration Agreement • November 8th, 2018 • Ally Auto Assets LLC • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of [ ], 20[ ], is among ALLY AUTO RECEIVABLES TRUST [ ], a Delaware statutory trust, as issuer (the “Issuing Entity”), ALLY BANK, a Utah chartered bank, as administrator (“Ally Bank” or the “Administrator”), and [NAME OF INDENTURE TRUSTEE], a [ ], not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).

CARMAX [AUTO OWNER][SELECT RECEIVABLES] TRUST 20[__]-[__], as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and as Indenture Trustee ADMINISTRATION AGREEMENT Dated as of [________], 20[__]
Administration Agreement • November 14th, 2024 • Carmax Auto Funding LLC • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of [________], 20[__] (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among CARMAX [AUTO OWNER][SELECT RECEIVABLES] TRUST 20[__]-[__], a Delaware statutory trust (the “Issuer”), CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company, as administrator (in such capacity, the “Administrator”), and [_________________], a [_________________], not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).

INDENTURE1 between WORLD OMNI [SELECT] AUTO [RECEIVABLES] TRUST 20[ ]-[ ], as Issuing Entity[,] [WORLD OMNI [SELECT] AUTO [RECEIVABLES] GRANTOR TRUST 20[ ]-[ ], as Grantor Trust] and [ ] as Indenture Trustee Dated as of [ ], 20[ ]
Indenture • December 3rd, 2021 • World Omni Auto Receivables LLC • Asset-backed securities • New York

THIS INDENTURE dated as of [ ], 20[ ] (as it may be amended and supplemented from time to time, this “Indenture”) is between WORLD OMNI [SELECT] AUTO [RECEIVABLES] TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuing Entity”), [WORLD OMNI [SELECT] AUTO [RECEIVABLES] GRANTOR TRUST 20[ ]-[ ], a Delaware statutory trust (the “Grantor Trust”)] and [ ], a [ ], as trustee and not in its individual capacity (the “Indenture Trustee”).

INDENTURE between FORD CREDIT AUTO LEASE TRUST 20__-__, as Issuer and ___________________________, as Indenture Trustee Dated as of ___________, 20__
Indenture • June 8th, 2022 • CAB East LLC • Asset-backed securities • New York

INDENTURE, dated as of ___________, 20__ (this "Indenture"), between FORD CREDIT AUTO LEASE TRUST 20__-__, a Delaware statutory trust, as Issuer, and __________________, a ____________________, as Indenture Trustee for the benefit of the Secured Parties.

CUSTODIAN AGREEMENT BETWEEN ALLY BANK, CUSTODIAN AND ALLY AUTO ASSETS LLC, DEPOSITOR DATED AS OF [ ], 20[ ]
Custodian Agreement • November 8th, 2018 • Ally Auto Assets LLC • Asset-backed securities • New York

This CUSTODIAN AGREEMENT, dated as of [ ], 20[ ], is made between ALLY BANK, a Utah chartered bank, as custodian (“Ally Bank” or the “Custodian”), and ALLY AUTO ASSETS LLC, a Delaware limited liability company, as depositor (the “Depositor”).

SALE AND SERVICING AGREEMENT among TOYOTA AUTO RECEIVABLES 20[__]-[_] OWNER TRUST, as Issuer, TOYOTA AUTO FINANCE RECEIVABLES LLC, as Seller, and TOYOTA MOTOR CREDIT CORPORATION, as Servicer and Sponsor Dated as of [_______], 20[__]
Sale and Servicing Agreement • July 21st, 2015 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of [_______], 20[__], among TOYOTA AUTO RECEIVABLES 20[__]-[_] OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company (“TAFR LLC” or the “Seller”), and TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC,” the “Sponsor” or the “Servicer”).

CNH EQUIPMENT TRUST 20XX-Y ADMINISTRATION AGREEMENT among CNH EQUIPMENT TRUST 20XX-Y, as Issuing Entity, and NEW HOLLAND CREDIT COMPANY, LLC, as Administrator, and [CITIBANK, N.A.], as Indenture Trustee, and
Administration Agreement • December 21st, 2018 • CNH Capital Receivables LLC • Asset-backed securities • New York

ADMINISTRATION AGREEMENT dated as of [Month Day], 20XX, among CNH EQUIPMENT TRUST 20XX-Y, a Delaware statutory trust (the “Issuing Entity”), NEW HOLLAND CREDIT COMPANY, LLC, a Delaware limited liability company, as administrator (the “Administrator”), [CITIBANK, N.A.], a [national banking association], not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”), and [WILMINGTON TRUST COMPANY], not in its individual capacity but solely as Trustee under the Trust Agreement (the “Trustee”).

FORM OF AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • August 22nd, 2024 • Toyota Auto Finance Receivables LLC • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of [___], 20[_], by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor, and [___], a [___], not in its individual capacity but solely as Owner Trustee, amending and restating in its entirety the Trust Agreement dated as of [___], 20[_] (the “Original Trust Agreement”), by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor and [___], a [___], as owner trustee, and herein referred to as the “Trust Agreement” or this “Agreement.”

CARMAX [AUTO OWNER][SELECT RECEIVABLES] TRUST 20[___]-[___], as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, [and] CARMAX BUSINESS SERVICES, LLC, as Servicer [and] [as Backup Servicer] SALE AND SERVICING AGREEMENT Dated as of [________], 20[__]
Sale and Servicing Agreement • November 14th, 2024 • Carmax Auto Funding LLC • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of [________], 20[__] (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among CARMAX [AUTO OWNER][SELECT RECEIVABLES] TRUST 20[__]-[__], a Delaware statutory trust (the “Trust” or the “Issuer”), CARMAX AUTO FUNDING LLC, a Delaware limited liability company (the “Depositor”), [and] CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (“CarMax”), as servicer (in such capacity, the “Servicer”), [and [___________], a [___________], as backup servicer (in such capacity, the “Backup Servicer”)].

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • August 22nd, 2024 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of [___], 20[_] (this “Agreement”), among TOYOTA AUTO RECEIVABLES 20[_]-[_] OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as administrator (the “Administrator”), and [___], a [___], not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).

SEQUOIA RESIDENTIAL FUNDING, INC. Depositor Master Servicer Securities Administrator Trustee and Asset Representations Reviewer POOLING AND SERVICING AGREEMENT dated as of __________ __, 20__ SEQUOIA MORTGAGE TRUST 20__-_
Pooling and Servicing Agreement • May 13th, 2016 • Sequoia Residential Funding Inc • Asset-backed securities • New York

Reference is hereby made to the Pooling and Servicing Agreement, dated as of __________ __, 20__ (the “Pooling and Servicing Agreement”), by and among Sequoia Residential Funding, Inc., as Depositor, [ ], as Master Servicer, [ ], as Securities Administrator, and [ ], as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.

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FORM OF SALE AND SERVICING AGREEMENT
Sale and Servicing Agreement • September 28th, 2021 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of [___], 20[_], among TOYOTA AUTO RECEIVABLES 20[_]-[_] OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company (“TAFR LLC” or the “Seller”), and TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC,” the “Sponsor” or the “Servicer”).

SECURITIES ACCOUNT CONTROL AGREEMENT (Toyota Auto Receivables 20[__]-[_] Owner Trust Reserve Account)
Securities Account Control Agreement • July 21st, 2015 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York

This Securities Account Control Agreement (the “Agreement”) is dated as of [_______], 20[__] and entered into between Toyota Auto Finance Receivables LLC (the “Pledgor”), a Delaware limited liability company, [___________], in its capacity as Indenture Trustee on behalf of the holders of the Notes referred to below (in such capacity, the “Indenture Trustee,” also referred to herein as the “Secured Party”) under the Indenture (the “Indenture”), dated as of [_______], 20[__] , between Toyota Auto Receivables 20[__]-[_] Owner Trust, a statutory trust formed pursuant to the laws of the State of Delaware (the “Issuer”), and [___________], in its capacity as securities intermediary (in such capacity, “Securities Intermediary”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Sale and Servicing Agreement dated as of [_______], 20[__] , between the Issuer, Toyota Auto Finance Receivables LLC, as seller, and Toyota Motor Credit Corporation (“TMCC”),

FORM OF RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • August 22nd, 2024 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York

RECEIVABLES PURCHASE AGREEMENT, dated as of [___], 20[_], between TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as seller (the “Seller”), and TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).

SERVICING AGREEMENT AMONG ALLY BANK ALLY AUTO ASSETS LLC AND ALLY AUTO RECEIVABLES TRUST [ ] DATED AS OF [ ], 20[ ]
Servicing Agreement • November 8th, 2018 • Ally Auto Assets LLC • Asset-backed securities • New York

THIS SERVICING AGREEMENT, dated as of [ ], 20[ ], is among ALLY BANK, a Utah chartered bank (“Ally Bank” which, in its capacity as servicer under this Agreement, is referred to as the “Servicer”), ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST [ ], a Delaware statutory trust (the “Issuing Entity”).

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated as of [________], 20[__]
Receivables Purchase Agreement • November 14th, 2024 • Carmax Auto Funding LLC • Asset-backed securities • New York

This Receivables Purchase Agreement, dated as of [________], 20[__], is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

LIMITED LIABILITY COMPANY AGREEMENT OF NISSAN AUTO RECEIVABLES COMPANY II LLC
Limited Liability Company Agreement • May 16th, 2024 • NISSAN AUTO RECEIVABLES Co II LLC • Asset-backed securities • Delaware

This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Nissan Auto Receivables Company II LLC (the “Company”), is entered into by Nissan Motor Acceptance Company LLC, as the sole equity member (the “Member”), and Kevin P. Burns and Cheryl A. Lawrence, as the Independent Managers (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

ASSET REPRESENTATIONS REVIEW AGREEMENT among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 20__-_, Issuer AMERICREDIT FINANCIAL SERVICES, INC. D/B/A GM FINANCIAL, Servicer and Asset Representations Reviewer Dated as of ______, 20__
Asset Representations Review Agreement • October 16th, 2020 • Afs Sensub Corp. • Asset-backed securities • New York

ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of __________, 20__ (this “Agreement”), among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 20__-_, a Delaware statutory trust (the “Issuer”), AMERICREDIT FINANCIAL SERVICES, INC. D/B/A GM FINANCIAL, a Delaware corporation (“GM Financial”), in its capacity as Servicer (in such capacity, the “Servicer”) and [ASSET REPRESENTATIONS REVIEWER], [entity type], as Asset Representations Reviewer (the “Asset Representations Reviewer”).

CARMAX AUTO OWNER TRUST 20[__]-[__], as Issuer, and as Indenture Trustee INDENTURE Dated as of [________], 20[__] $[________] [___]% Class A-1 Asset- backed Notes $[________] [___]% Class A-2[a] Asset-backed Notes [$[________] Class A-2b Floating Rate...
Indenture • November 5th, 2021 • Carmax Auto Funding LLC • Asset-backed securities • New York

INDENTURE, dated as of [________], 20[__] (as amended, supplemented or otherwise modified and in effect from time to time, this “Indenture”), between CARMAX AUTO OWNER TRUST 20[__]-[__], a Delaware statutory trust (the “Issuer”), and [_________________], a [_________________], not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).

TRUST SALE AGREEMENT BETWEEN ALLY AUTO ASSETS LLC DEPOSITOR AND ALLY AUTO RECEIVABLES TRUST [ ] ISSUING ENTITY DATED AS OF [ ], 20[ ]
Trust Sale Agreement • November 8th, 2018 • Ally Auto Assets LLC • Asset-backed securities • New York

THIS TRUST SALE AGREEMENT is made as of [ ], 20[ ] between ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST [ ], a Delaware statutory trust (the “Issuing Entity”).

FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT among TOYOTA AUTO RECEIVABLES 20[_]-[_] OWNER TRUST, as Issuer, TOYOTA MOTOR CREDIT CORPORATION, as Servicer and Administrator, and [___], as Asset Representations Reviewer Dated as of [___], 20[_]
Asset Representations Review Agreement • August 22nd, 2024 • Toyota Auto Finance Receivables LLC • Asset-backed securities • New York

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [___], 20[_] (this “Agreement”), among TOYOTA AUTO RECEIVABLES 20[_]-[_] OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), as servicer (in such capacity, the “Servicer”) and administrator (in such capacity, the “Administrator”), and [___], a [___] (the “Asset Representations Reviewer”).

DISCOVER CARD EXECUTION NOTE TRUST (Issuer) DISCOVER BANK (Originator and Servicer) DISCOVER FUNDING LLC (Depositor) [FORM OF] Underwriting Agreement (Standard Terms)
Underwriting Agreement • November 10th, 2021 • 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 December 22, 2015, as supplemented by the Second Amended and Restated Indenture Supplement, dated as of December 22, 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

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