Form 8-K DISCOVER CARD MASTER For: Sep 20 Filed by: DISCOVER BANK

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 20, 2021

51-0020270

(IRS Employer Identification No. of the sponsor)

47-4047337

(IRS Employer Identification No. of the depositor)

(302) 323-7315

(Telephone, including area code)

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On September 20, 2021, Discover Card Execution Note Trust, Discover Bank and Discover Funding LLC entered into an Underwriting Agreement by and among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., RBC Capital Markets, LLC, and Wells Fargo Securities, LLC, (the “Class A(2021-1) Underwriting Agreement”), with respect to notes to be issued by Discover Card Execution Note Trust in one or more series, classes and tranches (the “Class A(2021-1) Notes”) pursuant to the Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amended and Restated Indenture Supplement, dated as of August 27, 2019, as supplemented by the Second Amended and Restated Indenture Supplement, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amended and Restated Indenture Supplement, dated as of August 27, 2019 (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), and a Terms Document having the date stated in the applicable Terms Agreement, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee. A copy of the Class A(2021-1) Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On September 20, 2021, Discover Card Execution Note Trust, Discover Bank and Discover Funding LLC entered into a Terms Agreement with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., RBC Capital Markets, LLC, and Wells Fargo Securities, LLC, with respect to the issuance of $1,150,000,000 principal amount of Class A(2021-1) DiscoverSeries Notes of Discover Card Execution Note Trust (the “Class A(2021-1) Terms Agreement”). A copy of the Class A(2021-1) Terms Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference.

On or about September 27, 2021, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, intend to enter into the Class A(2021-1) Terms Document. An unexecuted copy of the Class A(2021-1) Terms Document is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On or about September 27, 2021, Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank intend to enter into a Risk Retention Agreement with respect to the Class A(2021-1) Notes (the “Class A(2021-1) Risk Retention Agreement”). An unexecuted copy of the Class A(2021-1) Risk Retention Agreement is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the issuance of the Class A(2021-1) Notes, the chief executive officer of Discover Funding LLC has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of September 20, 2021 (the “Class A(2021-1) Certification”). A copy of the Class A(2021-1) Certification is filed as Exhibit 36.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On September 20, 2021, Discover Card Execution Note Trust, Discover Bank and Discover Funding LLC entered into an Underwriting Agreement by and among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., RBC Capital Markets, LLC, and Wells Fargo Securities, LLC, (the “Class A(2021-2) Underwriting Agreement”), with respect to notes to be issued by Discover Card Execution Note Trust in one or more series, classes and tranches (the “Class A(2021-2) Notes”) pursuant to the Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amended and Restated Indenture Supplement, dated as of August 27, 2019, as supplemented by the Second Amended and Restated Indenture Supplement, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amended and Restated Indenture Supplement, dated as of August 27, 2019 (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), and a Terms Document having the date stated in the applicable Terms Agreement, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee. A copy of the Class A(2021-2) Underwriting Agreement is filed as Exhibit 1.3 to this Current Report on Form 8-K and is incorporated herein by reference.

On September 20, 2021, Discover Card Execution Note Trust, Discover Bank and Discover Funding LLC entered into a Terms Agreement with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc.,

RBC Capital Markets, LLC, and Wells Fargo Securities, LLC, with respect to the issuance of $600,000,000 principal amount of Class A(2021-2) DiscoverSeries Notes of Discover Card Execution Note Trust (the “Class A(2021-2) Terms Agreement”). A copy of the Class A(2021-2) Terms Agreement is filed as Exhibit 1.4 to this Current Report on Form 8-K and is incorporated herein by reference.

On or about September 27, 2021, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, intend to enter into the Class A(2021-2) Terms Document. An unexecuted copy of the Class A(2021-2) Terms Document is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.

On or about September 27, 2021, Discover Card Execution Note Trust, Discover Funding LLC and Discover Bank intend to enter into a Risk Retention Agreement with respect to the Class A(2021-2) Notes (the “Class A(2021-2) Risk Retention Agreement”). An unexecuted copy of the Class A(2021-2) Risk Retention Agreement is filed as Exhibit 4.4 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the issuance of the Class A(2021-2) Notes, the chief executive officer of Discover Funding LLC has delivered a Depositor Certification for Shelf Offerings of Asset-Backed Securities, dated as of September 20, 2021 (the “Class A(2021-2) Certification”). A copy of the Class A(2021-2) Certification is filed as Exhibit 36.2 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the issuance of the Class A(2021-1) Notes, Mayer Brown LLP, counsel to Discover Bank and Discover Card Execution Note Trust, has delivered (i) an opinion to Discover Funding LLC (as beneficiary of Discover Card Execution Note Trust), dated September 22, 2021, regarding the legality of the Class A(2021-1) Notes upon issuance and sale thereof on or about September 27, 2021; and (ii) an opinion to Discover Funding LLC (as beneficiary of Discover Card Execution Note Trust), dated September 22, 2021, as to certain federal tax matters concerning the Class A(2021-1) Notes. A copy of the opinion as to legality is filed as Exhibit 5.1 to this Current Report on Form 8-K, and a copy of the opinion as to certain federal tax matters is filed as Exhibit 8.1 to this Current Report on Form 8-K.

In connection with the issuance of the Class A(2021-2) Notes, Mayer Brown LLP, counsel to Discover Bank and Discover Card Execution Note Trust, has delivered (i) an opinion to Discover Funding LLC (as beneficiary of Discover Card Execution Note Trust), dated September 22, 2021, regarding the legality of the Class A(2021-2) Notes upon issuance and sale thereof on or about September 27, 2021; and (ii) an opinion to Discover Funding LLC (as beneficiary of Discover Card Execution Note Trust), dated September 22, 2021, as to certain federal tax matters concerning the Class A(2021-2) Notes. A copy of the opinion as to legality is filed as Exhibit 5.2 to this Current Report on Form 8-K, and a copy of the opinion as to certain federal tax matters is filed as Exhibit 8.2 to this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: September 22, 2021

Exhibit 1.1

DISCOVER CARD EXECUTION NOTE TRUST

(Issuer)

DISCOVER BANK

(Originator and Servicer)

DISCOVER FUNDING LLC

(Depositor)

Underwriting Agreement

(Standard Terms)

DiscoverSeries Class A(2021-1)

September 20, 2021

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

as an Underwriter and as a Representative

of the Underwriters named in Schedule I to the Terms Agreement

BofA Securities, Inc.

1 Bryant Park

New York, New York 10036

as an Underwriter and as a Representative

of the Underwriters named in Schedule I to the Terms Agreement

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

as an Underwriter and as a Representative

of the Underwriters named in Schedule I to the Terms Agreement

RBC Capital Markets, LLC

200 Vesey Street

New York, New York 10281

as an Underwriter and as a Representative

of the Underwriters named in Schedule I to the Terms Agreement

Wells Fargo Securities, LLC

550 South Tryon Street

Charlotte, NC 28202

as an Underwriter and as a Representative

of the Underwriters named in Schedule I to the Terms Agreement

Ladies and Gentlemen:

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 National Association, as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to an Amended and Restated Trust Agreement, dated as of December 22, 2015 (as modified or amended from time to time, the “Trust Agreement”), between Funding, as Beneficiary, and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”).

Discover Bank, a Delaware banking corporation (“Discover Bank”) has conveyed and will continue to convey receivables (the “Receivables”) generated from time to time in certain designated credit card accounts (the “Accounts”) owned by Discover Bank, collections thereon and certain related property to Funding pursuant to a Receivables Sale and Contribution Agreement, dated as of December 22, 2015 (the “RSCA”), between Discover Bank and Funding.

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The Depositor has conveyed and will continue to convey Receivables to Discover Credit Card Master Trust I (the “Master Trust”) pursuant to a Third Amended and Restated Pooling and Servicing Agreement, dated as of December 22, 2015 (as modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Amended and Restated Series 2007-CC Supplement, dated as of December 22, 2015 (as modified or amended from time to time, the “Series Supplement”), among Discover Bank, as Master Servicer (in such capacity, the “Master Servicer”) and as Servicer (in such capacity, the “Servicer”), the Depositor, and U.S. Bank National Association, as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement and the Collateral Certificate Transfer Agreement, dated as of July 26, 2007 (the “Collateral Certificate Transfer Agreement”), between Discover Bank and the Issuer, Discover Bank has transferred to the Issuer an undivided interest in certain assets of the Master Trust as represented by a collateral certificate (the “Collateral Certificate”) and has caused the Master Trust to issue the Collateral Certificate to the Issuer. The Collateral Certificate is an investor certificate under the Pooling and Servicing Agreement. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of January 7, 2016 (as amended or supplemented from time to time, the “Asset Representations Review Agreement”), among the Issuer, Discover Bank, as Master Servicer and Servicer, and the Asset Representations Reviewer.

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Discover Bank, as “originator” for purposes of the EU Due Diligence and Retention Rules (as defined below), will also make certain representations, warranties and covenants to the Issuer in connection with the EU Due Diligence and Retention Rules (with the Indenture Trustee as a third party beneficiary solely for the purpose of obtaining the benefits of those representations, warranties and covenants), on an ongoing basis for so long as the tranche of Notes to which this Agreement applies is outstanding, pursuant to a Risk Retention Agreement, having the date stated in the applicable Terms Agreement (as amended or supplemented from time to time, the “Risk Retention Agreement”), among Discover Bank, Funding and the Issuer. As used in this paragraph, (i) “EU Due Diligence and Retention Rules” refers to Articles 5 and 6 of the EU Securitization Regulation, as in effect on the Closing Date and (ii) “EU Securitization Regulation” means Regulation (EU) No. 2017/2402 of the European Parliament and of the Council of December 12, 2017.

To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Indenture or the Pooling and Servicing Agreement, as applicable. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and shall not relate to any other series, classes or tranches of notes issued by the Issuer.

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Each offering of each tranche of Notes to which this Agreement applies made pursuant to the Registration Statement (as defined herein) will be made through you or through you and other underwriters for whom you are acting as a representative or through an underwriting syndicate managed by you. Any action taken by you as a representative will be binding on all the Underwriters (as defined herein). Whenever Funding and the Issuer determine to make such an offering of Notes to which this Agreement shall apply, Discover Bank, Funding, the Issuer, and one or more Underwriters will enter into an agreement (the “Terms Agreement”) providing for the sale of the Notes to, and the purchase and offering thereof by, (i) you, (ii) you and such other underwriters who execute such Terms Agreement and agree thereby to become obligated to purchase the Notes from the Issuer subject to the satisfaction of the condition precedents contained herein, or (iii) you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (in each case, the “Underwriters”). The representatives of the Underwriters may be referred to herein individually as a “Representative” and collectively as the “Representatives”. Such Terms Agreement shall specify the initial principal amount of the Notes to be issued and their terms not otherwise specified in this Agreement, the price at which such Notes are to be purchased by the Underwriters from the Issuer, the aggregate amount of Notes to be purchased by you and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Notes are to be sold will be determined. Such Terms Agreement shall be substantially in the form attached hereto as Exhibit A. Each such offering of the Notes for which a Terms Agreement is entered into will be governed by this Agreement, as supplemented by such Terms Agreement, and this Agreement and

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such Terms Agreement shall inure to the benefit of and be binding upon the Underwriters participating in the offering of such Notes. Within the time periods required by Rule 424(h) of the Act prior to the Time of Sale (as defined in the applicable Terms Agreement), Funding will have prepared and filed the Time of Sale Information (as defined in the applicable Terms Agreement) with the Securities and Exchange Commission (the “Commission”).

1.    Each of Discover Bank (the representations and warranties as to Discover Bank being given by Discover Bank) and Funding (the representations and warranties as to Funding being given by Funding) represents and warrants to, and agrees with you, as of the date hereof (except to the extent any of the following representations and warranties are as of a specified date, in which case such representations and warranties shall be as of such date), and to each Underwriter named in the Terms Agreement as of the date thereof (except to the extent any of the following representations and warranties are as of a specified date, in which case such representations and warranties shall be as of such date), that:

(a)    A registration statement on Form SF-3 (Registration Statement Nos. 333-228025, 333-228025-01 and 333-228025-02) including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the Notes and the Collateral Certificate and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), in the form heretofore delivered to you has been filed with the Commission and such registration statement, as amended, has been declared effective by the Commission and is currently effective; such registration statement, as amended, and the preliminary prospectus and the prospectus relating to the sale of the Notes offered thereby

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constituting a part thereof, as from time to time amended or supplemented (including any preliminary prospectus and prospectus filed with the Commission pursuant to, respectively, Rules 424(h) and 424(b) of the Act) are respectively referred to herein as the “Registration Statement,” the “Preliminary Prospectus,” and the “Prospectus”; the conditions of Rule 415 under the Act have been satisfied with respect to the Registration Statement; and no other amendment to the Registration Statement will be filed which shall be reasonably disapproved by you promptly after reasonable notice thereof.

(b)    There is no request by the Commission for any further amendment of the Registration Statement or the Prospectus or for any additional information; the Commission has not issued any stop order suspending the effectiveness of the Registration Statement and Funding is not aware of any proceeding for that purpose having been instituted or threatened; there has been no notification with respect to the suspension of the qualification for sale of the Notes for sale in any jurisdiction or any proceeding for such purpose having been instituted or threatened; and Funding has conducted its annual compliance evaluation as required under the rules and regulations of the Commission under the Act, as of ninety days after the end of Funding’s fiscal year ended December 31, 2020, and determined that it met the registrant requirements set forth in General Instruction I.A to Form SF-3 as of such date.

(c)    As of the date of the Terms Agreement (and as of the date of the Registration Statement and the Prospectus), when the Registration Statement became effective, when the Prospectus is first filed pursuant to Rule 424(h) under the Act, when any other amendment to the Registration Statement becomes effective, when any supplement to the Prospectus is filed with the Commission, and at the Time of Delivery

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(as defined in Section 5), each of the Registration Statement and the Prospectus (i) conformed, and any amendments or supplements thereto will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any Underwriter Information (as such term is defined in the applicable Terms Agreement). With respect to subclause (i) above, it is noted that the Registration Statement does not include the ratings of the Notes as required by Items 1103(a)(9) and 1120 of Regulation AB, 17 C.F.R. 229.1103(a)(9) and 17 C.F.R. 229.1120, in reliance on the no-action letter provided by the Commission to Ford Motor Credit Company LLC and Ford Credit Auto Receivables Two LLC (July 22, 2010), as extended indefinitely by the Commission (November 23, 2010).

(d)    The Time of Sale Information, at the Time of Sale did not, and at the Time of Delivery will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither Discover Bank nor Funding makes any representation or warranty with respect to any Underwriter Information.

(e)    Discover Bank has been duly organized and is validly existing as a banking corporation in good standing under the laws of the State of Delaware. Discover Bank has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the RSCA, the Asset Representations Review Agreement, the Risk Retention

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Agreement, the Pooling and Servicing Agreement, this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on Discover Bank and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on Discover Bank’s ability to consummate the transactions contemplated by the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, this Agreement and the applicable Terms Agreement.

(f)    Funding has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware. Funding has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the RSCA, the Pooling and Servicing Agreement, the Risk Retention Agreement, this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the RSCA, the Pooling and Servicing Agreement, the Risk Retention Agreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the

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securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on Funding and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on Funding’s ability to consummate the transactions contemplated by the RSCA, the Pooling and Servicing Agreement, the Risk Retention Agreement, this Agreement and the applicable Terms Agreement.

(g)    It has duly executed and delivered (i) this Agreement and (ii) the Terms Agreement as of the date of such Terms Agreement.

(h)    Upon payment therefor as provided herein and in the Terms Agreement, the Notes will have been duly and validly authorized and (assuming their due authentication by the Indenture Trustee) will have been duly and validly issued and will conform in all material respects to the description thereof in the Prospectus and will be enforceable in accordance with the terms of the Indenture.

(i)    The Collateral Certificate has been duly and validly authorized and has been duly and validly issued and conforms in all material respects to the description thereof in the Prospectus and is entitled to the benefits of the Pooling and Servicing Agreement.

(j)    The issue and sale of the Notes and its compliance with all of the provisions of the Notes, the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, the Trust Agreement, this Agreement and the Terms Agreement, as applicable, have been or will have been duly authorized by it by all necessary corporate action; and will not conflict with or result in any breach which would constitute a material default under, or, except as

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contemplated by the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, the Trust Agreement, or the Indenture, result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Funding, Discover Bank or Discover Financial Services (“DFS”), material to Funding, Discover Bank and DFS (whether or not consolidated) considered as a whole, pursuant to the terms of, any material indenture, loan agreement or other agreement or instrument for borrowed money to which Funding, Discover Bank or DFS is a party or by which Funding, Discover Bank or DFS may be bound or to which any of the property or assets of Funding, Discover Bank or DFS, material to Funding, Discover Bank and DFS (whether or not consolidated) considered as a whole, is subject, nor will such action result in any material violation of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Funding or the Certificate of Incorporation or By-Laws of Discover Bank or, to the best of Funding’s and Discover Bank’s respective knowledge, any statute or any order, rule or regulation applicable to it (including, without limitation, with respect to sanctions, anti-bribery or corruption laws, as applicable), of any court or any Federal, State or other regulatory authority or other governmental body having jurisdiction over it, and no consent, approval, authorization or other order of, or filing with, any court or any such regulatory authority or other governmental body is required for the issue and sale of the Notes except as may be required under the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and securities laws of the various states and other jurisdictions which are applicable to the issue and sale of the Notes and except for the filing of any financing or continuation statement required to perfect or continue Funding’s or the Master Trust’s respective interest in the Receivables.

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(k)    The Receivables conveyed to the Master Trust under the Pooling and Servicing Agreement will have an aggregate outstanding balance determined as of the date stated in the Terms Agreement of not less than the amount set forth in such Terms Agreement.

(l)    The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the Master Trust is not required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(m)    Other than the Prospectus, it (including its agents and representatives other than the Underwriters in their capacity as such) has not prepared, used or referred to and will not prepare, use or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Time of Sale Information (the Time of Sale Information and each communication by it or its agents and representatives that constitutes an “issuer free writing prospectus”, as defined in Rule 433(h) under the Act (other than a communication referred to in clause (ii) below), an “Issuer Free Writing Prospectus”), including the Issuer Free Writing Prospectus dated September 15, 2021, approved in advance by the Underwriters and filed with the Commission in accordance with Rule 433 under the Act on or about September 15, 2021 (the “Ratings Issuer Free Writing Prospectus”), that discloses the expected ratings to be assigned to the Notes by the nationally recognized statistical rating organizations hired by Discover Bank, (ii) any communication or document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (iii) other written communication of it or its agents and representatives approved in writing in advance by

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the Underwriters. Each Issuer Free Writing Prospectus complied or, if used after the date hereof, will comply, in all material respects with the Act and the applicable rules and regulations promulgated thereunder and has been filed or will be filed in accordance with Rule 433 under the Act (to the extent required thereby).

(n)    It acknowledges that in connection with the offering of the Notes: (i) the Underwriters have acted at arms’ length, are not agents of, and owe no fiduciary duties to it or any other person, (ii) the Underwriters owe it only those duties and obligations set forth in this Agreement, (iii) the Underwriters may have interests that differ from those of it, (iv) in connection therewith with respect to all aspects of the transaction contemplated herein, each Underwriter is acting as a principal and not the agent, financial advisor or fiduciary of the Issuer, Discover Bank, or Funding and Discover Bank and Funding hereby expressly disclaim any fiduciary relationship with respect thereto and (v) none of the Underwriters has assumed an advisory responsibility (including, but not limited to, with respect to any legal, tax, investment, insurance, accounting or regulatory matters) in favor of the Issuer, Funding, or Discover Bank with respect to the transaction contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer, Funding, or Discover Bank on other matters) or any other obligation to the Issuer, Funding, or Discover Bank except the obligations expressly set forth in this Agreement. Each of Discover Bank and Funding waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Notes.

(o)    Based on information currently available to it, it is not engaged (whether as defendant or otherwise) in, nor does it have knowledge of the existence of,

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or any threat of, any legal, arbitration, administrative or other proceedings the result of which might reasonably be expected to have a material adverse effect on the Collateral Certificate or the Noteholders.

(p)    Except for the Underwriters, it has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither it nor the Issuer is under any obligation to pay any broker’s fee or commission in connection with such sale.

(q)    No Amortization Event or any event which after any applicable grace period will become an Amortization Event is subsisting in relation to the Collateral Certificate and no event has occurred which would constitute (after an issue of the Notes) an Amortization Event or any event which after any applicable grace period would become an Amortization Event.

(r)    Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by it of this Agreement, the Terms Agreement, the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, and the Pooling and Servicing Agreement shall have been paid or will be paid by it at or before the Time of Delivery to the extent then due.

(s)    As of the Time of Delivery, the representations and warranties of (i) Discover Bank in the RSCA, the Pooling and Servicing Agreement and the Risk Retention Agreement, and (ii) Funding in the RSCA, the Pooling and Servicing Agreement and the Risk Retention Agreement, will be true and correct in all material respects (except to the extent any such representations or warranties relate to an earlier point in time, in which case such representations and warranties are true and correct as of such date).

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(t)    This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Notes, represents the entire agreement among Discover Bank, Funding, the Issuer, and the Underwriters with respect to the preparation of the Prospectus, and the conduct of the offering, and the purchase and sale of the Notes.

(u)    It has complied and, at and as of the Time of Delivery for the Notes, shall have complied in all material respects with Rule 193 of the Act and Items 1111(a)(7) and 1111(a)(8) of Regulation AB under the Act in connection with the offering of the Notes.

(v)    Discover Bank has provided a written representation to each of the nationally recognized statistical rating organizations hired by Discover Bank, which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), as amended, (the “17g-5 Representation”). Discover Bank has complied, and will continue to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation that would not have a material adverse effect on the Notes.

(w)    Neither it nor any of its affiliates has engaged, or from the date of this Agreement to the Closing Date will engage, any third-party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or has obtained, or from the date of this Agreement to the Closing Date will obtain, any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Master Trust in connection with the issuance and offering of the Notes.

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(x)    Discover Bank is the appropriate entity to comply with all requirements imposed on the sponsor of a securitization transaction in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”) implementing the credit risk retention requirements of Section 15G of the Exchange Act, in each case directly or (to the extent permitted by the Credit Risk Retention Rules) through one or more wholly-owned affiliates (as defined in the Credit Risk Retention Rules, each a “Wholly-Owned Affiliate”). Discover Bank or one or more of its Wholly-Owned Affiliates satisfies the Credit Risk Retention Rules (including the disclosure requirements thereof) by maintaining a “seller’s interest” (as defined in the Credit Risk Retention Rules) in the Master Trust of not less than five percent (5%) of the aggregate unpaid principal balance of all outstanding investor “ABS interests” (as defined in the Credit Risk Retention Rules) in the Issuer, determined in accordance with the Credit Risk Retention Rules, without any impermissible transfer, hedging or financing of such retained interest.

2.    The Issuer represents and warrants to, and agrees with you, as of the date hereof, and to each Underwriter named in the Terms Agreement as of the date thereof, that:

(a)    The issue and sale of the Notes and the compliance by the Issuer with all of the provisions of the Notes, the Indenture, this Agreement, the Asset Representations Review Agreement, the Risk Retention Agreement, and the Terms Agreement have been or will have been duly authorized by the Issuer by all necessary statutory trust action; and will not conflict with or result in any breach which would constitute a material default under, or, except as contemplated by the Indenture, result in the creation or imposition of any lien, charge or encumbrance upon any of the

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property or assets of the Issuer, material to the Issuer, pursuant to the terms of, any indenture, loan agreement or other agreement or instrument for borrowed money to which the Issuer is a party or by which the Issuer may be bound or to which any of the property or assets of the Issuer, material to Issuer, is subject, nor will such action result in any material violation of the provisions of the Trust Agreement or, to the best of the Issuer’s knowledge, any statute or any order, rule or regulation applicable to the Issuer of any court or any Federal, State or other regulatory authority or other governmental body having jurisdiction over the Issuer, and no consent, approval, authorization or other order of, or filing with, any court or any such regulatory authority or other governmental body is required for the issue and sale of the Notes except as may be required under the Act, the Exchange Act, and securities laws of the various states and other jurisdictions which are applicable to the issue and sale of the Notes and except for the filing of any financing or continuation statement required to perfect or continue the Indenture Trustee’s interest in the Receivables.

(b)    (i) The Issuer is not required to be registered under the Investment Company Act and (ii) the Issuer is not now, and immediately following the issuance of the Notes and the application of the proceeds therefrom as described in the Prospectus will not be, a “covered fund” for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956 (hereinafter referred to as the “Volcker Rule”). In reaching the conclusion described in subpart (ii) above, although other statutory or regulatory exclusions or exemptions under the Investment Company Act of 1940, as amended, and under the Volcker Rule and its related regulations may be available, the Issuer has determined that it may rely on the exemption from registration under the Investment Company Act provided by Rule 3a-7 thereunder, and, accordingly the Issuer

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may rely on the exemption from the definition of a covered fund under the Volcker Rule made available to entities that do not rely solely on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act for their exemption from registration under the Investment Company Act.

(c)    Other than the Prospectus, the Issuer (including its agents and representatives other than the Underwriters in their capacity as such) has not prepared, used or referred to and will not prepare, use or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Time of Sale Information, (ii) any communication or document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act, or (iii) other written communication of the Issuer or its agents and representatives approved in writing in advance by the Underwriters. Each Issuer Free Writing Prospectus complied or, if used after the date hereof, will comply, in all material respects with the Act and the applicable rules and regulations promulgated thereunder and has been filed or will be filed in accordance with Rule 433 under the Act (to the extent required thereby).

(d)    The Issuer is not, and on the date on which the first bona fide offer of the Notes was made (within the meaning of Rule 164(h)(2) under the Act) was not, an “ineligible issuer”, as defined in Rule 405 under the Act.

(e)    The Issuer acknowledges that in connection with the offering of the Notes: (i) the Underwriters have acted at arms’ length, are not agents of, and owe no fiduciary duties to the Issuer or any other person, (ii) the Underwriters owe the Issuer only those duties and obligations set forth in this Agreement and (iii) the Underwriters may have interests that differ from those of the Issuer. The Issuer waives to the full

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extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Notes.

(f)    This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Notes, represents the entire agreement between the Issuer, Funding, Discover Bank, and the Underwriters with respect to the preparation of the Prospectus, and the conduct of the offering, and the purchase and sale of the Notes.

(g)    As of the Time of Delivery, the representations and warranties of the Issuer in the Indenture will be true and correct in all material respects (except to the extent any such representations and warranties relate to an earlier point in time, in which case such representations and warranties are true and correct as of such date).

(h)    The Issuer does not hold any “commodity interests” as such term is used in the definition of “commodity pool” under the Commodity Exchange Act.

3.    Subject to the terms and conditions herein set forth, upon the execution by all parties thereto of any Terms Agreement, the Issuer agrees to issue and sell and Funding agrees to cause the Issuer to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Issuer, at the purchase price specified in the Terms Agreement, the principal amount of Notes set forth opposite such Underwriter’s name in the Terms Agreement.

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4.    (a) From time to time, after the Registration Statement becomes effective, the several Underwriters propose to offer the Notes for sale upon the terms and conditions set forth in the Prospectus.

(b)    Each of the Underwriters severally and not jointly represents and agrees that it will not offer or sell or deliver any of the Notes in any jurisdiction except under circumstances that will result in compliance with the applicable laws thereof, and without limiting the foregoing, each of the Underwriters severally and not jointly represents and agrees that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by it in connection with the issue or sale of any securities in circumstances in which Section 21(1) of the FSMA does not apply to the issuer; and (ii) it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom. Each Underwriter, severally and not jointly, has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any retail investor in the European Economic Area. For the purposes of this provision, (A) the expression “retail investor” means a person who is one (or more) of the following: (I) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended) (“MiFID II”), (II) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (III) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended), (B) the expression “offer” includes

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the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes and (C) the states comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden. Further, each Underwriter, severally and not jointly, has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any retail investor in the United Kingdom. For the purposes of this provision, (A) the expression “retail investor” means a person who is one (or more) of the following: (I) a retail client, as defined in point (8) of article 2 of Regulation (EU) 2017/565, as it forms part of UK domestic law by virtue of The European Union (Withdrawal) Act 2018 (as amended, the “EUWA”); or (II) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) 600/2014, as it forms part of UK domestic law by virtue of the EUWA, and as amended; or (III) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of the EUWA and (B) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes.

(c)    Each of the Underwriters, severally and not jointly, represents that it will not, at any time that such Underwriter is acting as an “underwriter” (as defined in

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Section 2(a)(11) of the Act) with respect to the Notes, transfer, deposit or otherwise convey any Notes into a trust or other type of special purpose vehicle that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Notes, in which the Notes comprise greater than five percent of the asset pool of such trust or special purpose vehicle, without the prior written consent of Discover Bank, Funding, and the Issuer.

(d)    Each of the Underwriters, severally and not jointly, represents that on or prior to the Closing Date (as set forth in the Terms Agreement) it has not and it will not provide any Rating Information (as defined below) to a nationally recognized statistical rating organization hired by Discover Bank or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), unless a designated representative from Discover Bank participated in or participates in such communication; provided, however, that if an Underwriter received or receives an oral communication from a nationally recognized statistical rating organization hired by Discover Bank, such Underwriter was and is authorized to inform such nationally recognized statistical rating organization hired by Discover Bank that it will respond to the oral communication with a designated representative from Discover Bank or refer such nationally recognized statistical rating organization hired by Discover Bank to Discover Bank, who will respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information provided for the purpose of determining the initial credit rating for the Notes or undertaking credit rating surveillance on the Notes (as contemplated by paragraph (a)(3)(iii)(C) of Rule 17g-5).

(e)    Each of the Underwriters severally and not jointly represents that it has not engaged any third-party to provide due diligence services within the meaning of

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Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Master Trust in connection with the issuance and offering of the Notes.

5.    Notes to be purchased by each Underwriter hereunder and under the Terms Agreement shall be delivered by or on behalf of the Issuer to you for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price thereof in immediately available funds. Unless otherwise specified in the Terms Agreement, such delivery shall occur at the office of Mayer Brown LLP, Chicago, Illinois or such other place as you, Funding, and Discover Bank may agree upon in writing. The time and date of such delivery shall be set forth in the Terms Agreement or at such other time and date as you, Funding, and Discover Bank may agree upon in writing, such time and date being herein called the “Time of Delivery.” Unless otherwise specified in the Terms Agreement, the Notes shall be represented by definitive notes, registered in the name of Cede & Co., as nominee for The Depository Trust Company. Such definitive notes will be made available for inspection at least twenty-four hours prior to the Time of Delivery at the office of the Indenture Trustee, U.S. Bank National Association, 190 S. LaSalle Street, Chicago, IL 60603.

6.    Discover Bank, Funding, and the Issuer agree with each of the Underwriters:

(a)    Immediately following the execution of each Terms Agreement, Funding will prepare a Prospectus setting forth the amount of Notes covered thereby and the terms thereof, the price at which such Notes are to be purchased by the

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Underwriters from the Issuer, either the initial public offering price or the method by which the price at which such Notes are to be sold will be determined, the selling concessions and allowances, if any, and such other information as Funding deems appropriate in connection with the offering of such Notes, and neither Discover Bank nor Funding will make any further amendment or any supplement to the Registration Statement or Prospectus or prepare, use or refer to or file any Issuer Free Writing Prospectus, to the extent such amendment, supplement or Issuer Free Writing Prospectus occurs during the period for which any Underwriter has a requirement to deliver the Prospectus pursuant to Rule 174 under the Act, without first having furnished you with a copy of the proposed form thereof and given you a reasonable opportunity to review and will not use or refer to or file any such proposed amendment or supplement to the Registration Statement or Prospectus or Issuer Free Writing Prospectus to which you reasonably object; to advise you and your counsel promptly after it receives notice of the time when any post-effective amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus, any amended Prospectus or any Issuer Free Writing Prospectus has been filed and to furnish you and your counsel with copies thereof; to advise you and your counsel, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and in the event of the issuance of any such stop order or of any such order

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preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal.

(b)    Promptly from time to time to take such action as you may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes, provided that in connection therewith none of Discover Bank, Funding, or the Issuer shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.

(c)    To furnish the Underwriters with copies of the Prospectus and each Issuer Free Writing Prospectus in such quantities as you may from time to time reasonably request, and if at any time the delivery of a Prospectus is required by law in connection with the offering or sale of the Notes, and if at such time any event shall have occurred as a result of which the Prospectus or any Issuer Free Writing Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or any Issuer Free Writing Prospectus in order to comply with the Act, Funding will promptly notify you and prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and furnish without charge to each Underwriter and to any dealer in the Notes as many copies as you may from time to time reasonably request of

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such amended Prospectus or supplement to the Prospectus, or amended Issuer Free Writing Prospectus or supplement to such Issuer Free Writing Prospectus (as applicable), correcting such statement or omission or effecting such compliance, and in case any Underwriter is required to deliver a Prospectus in connection with sales of any Notes at any time nine months or more after the effective date of the Registration Statement, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as you may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act; provided, however, that any Underwriter’s consent to any amendment shall not constitute a waiver of any of the conditions of Section 7 of this Agreement.

(d)    Funding will cause the Issuer to make generally available to holders of the Notes, in accordance with Rule 158 under the Act or otherwise, as soon as practicable, but in any event not later than forty-five days after the end of the fourth full fiscal quarter (ninety days in the case of the last fiscal quarter in any fiscal year) following the fiscal quarter ending after the effective date of the Registration Statement, an earning statement of the Issuer (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve consecutive months beginning after the effective date of such Registration Statement.

(e)    To comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including, without limitation, timely filing with the Commission or retention where required and legending of such filings.

(f)    Each Underwriter covenants with Discover Bank, Funding, and the Issuer not to distribute any communication other than Time of Sale Information and any announcement communication, launch communication, subsequent guidance, update

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communication or any similar communication in substantially the form agreed to by Discover Bank, Funding, and the Underwriters without the prior written consent of Discover Bank and Funding.

(g)    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.

7.    The obligations of the several Underwriters hereunder shall be subject, in their discretion, to the condition that all representations and warranties and other statements of Discover Bank, Funding, and the Issuer herein are, at and as of the Time of Delivery, true and correct, the condition that Discover Bank, Funding, and the Issuer shall have performed all of their obligations hereunder theretofore to be performed, and the following additional conditions:

(a)    All actions required to be taken and all filings required to be made by Discover Bank, Funding, and the Issuer under the Act prior to the Time of Delivery for the Notes shall have been duly taken or made; and prior to the applicable Time of Delivery, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have

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been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission in connection with the Registration Statement shall have been complied with to the Commission’s satisfaction.

(b)    All corporate and statutory trust proceedings and related matters in connection with the organization of Discover Bank, Funding, and the Issuer, the validity of the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, the Indenture, the Trust Agreement, the Trust Certificate (as defined in the Trust Agreement) and the registration, authorization, issue, sale and delivery of the Notes shall have been satisfactory to counsel to the Underwriters, and such counsel shall have been furnished with such papers and information as they may reasonably have requested to enable them to pass upon the matters referred to in this subdivision (b).

(c)    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

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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 Trust Agreement, and the increase in the Series Investor Interest of the Collateral Certificate by the face amount of the Notes, will not conflict with or result in any breach which would constitute a material default under, or, except to the extent contemplated in the

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RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, the Collateral Certificate Transfer Agreement, the Trust Agreement, or the Indenture, result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Discover Bank, Funding, or DFS, material to Discover Bank, Funding, or DFS (whether or not consolidated), as applicable, considered as a whole, pursuant to the terms of, any material indenture, loan agreement or other agreement or instrument for borrowed money known to such counsel to which Discover Bank, Funding, or DFS is a party or by which Discover Bank, Funding, or DFS may be bound or to which any of the property or assets of Discover Bank, Funding, or DFS, material to Discover Bank, Funding, or DFS (whether or not consolidated), as applicable, considered as a whole, is subject, nor will such action result in any material violation of the provisions of the Certificate of Incorporation, as amended, or the By-Laws of Discover Bank or the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Funding, or to the best knowledge of such counsel, any statute or any order, rule or regulation applicable to Discover Bank or Funding of any court or any Federal regulatory authority or other governmental body having jurisdiction over Discover Bank or Funding other than the Act, the Exchange Act, the Trust Indenture Act and the Investment Company Act and the rules and regulations under each of such acts and other than the securities laws of the various states or other jurisdictions which are applicable to the issue and sale of the Notes and other state laws relating to the perfection of security interests; and, to the best knowledge of such counsel, no consent, approval, authorization or other order of, or filing with, any court or any Federal regulatory authority or other governmental body having jurisdiction over Discover Bank or Funding is required for the consummation by

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Discover Bank or Funding of the transactions contemplated by the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, the Collateral Certificate Transfer Agreement, the Trust Agreement, the Series Supplement, this Agreement, the Terms Agreement and the Collateral Certificate Transfer Agreement, and the increase in the Series Investor Interest of the Collateral Certificate except as may be required under the Act, the Exchange Act, the Trust Indenture Act and the Investment Company Act and securities laws of the various states or other jurisdictions in which the Notes will be offered and sold, and Delaware law generally, and except for the filing of any financing or continuation statement required to perfect or continue the Master Trust’s interest in the Receivables or the Issuer’s interest in the Collateral.

(v)    The RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, the Collateral Certificate Transfer Agreement and the Trust Agreement have been duly authorized, executed and delivered on the part of Discover Bank and Funding, as applicable, and as to Discover Bank and Funding are valid and binding instruments enforceable in accordance with their terms except as the foregoing may be limited by insolvency, bankruptcy, fraudulent conveyance or similar laws affecting creditors’ rights (or, as to Discover Bank and Funding, respectively, the rights of creditors of Delaware banking corporations and the rights of creditors of Delaware limited liability companies) generally or by general equity principles; the Pooling and Servicing Agreement and the Trust Agreement are not required to be qualified under the Trust Indenture Act; the Master Trust and Funding are not now, and immediately following the issuance of the Notes pursuant to the Indenture and the application of the proceeds therefrom as described in the Prospectus will not

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be, required to be registered under the Investment Company Act; and the Collateral Certificate has been duly authorized, executed, issued and delivered is validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement, except as the foregoing may be limited by insolvency, bankruptcy, fraudulent conveyance or similar laws affecting creditors’ rights (or, as to Discover Bank and Funding, respectively, the rights of creditors of Delaware banking corporations and the rights of creditors of Delaware limited liability companies) generally or by general equity principles.

(vi)    The Registration Statement, as of its most recent effective date prior to the Time of Sale, and the Preliminary Prospectus and the Prospectus, as of their respective dates, complied as to form in all material respects with the requirements of the Act and the rules and regulations under the Act; it being understood, however, that such counsel need express no opinion as to the financial and statistical data included therein or excluded therefrom or the exhibits to the Registration Statement and that except as and to the extent specifically set forth in (A) the opinion of such counsel dated as of the Closing Date with respect to federal tax matters, and (B) the opinion of such counsel dated as of the Closing Date with respect to the discussion contained in the Prospectus of matters relating to the Employee Retirement Income Security Act of 1974, as amended, and with respect to descriptions contained in the Preliminary Prospectus and the Prospectus of this Agreement, the Transaction Documents (as defined in such opinion) and the Collateral Certificate, such counsel need not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Preliminary Prospectus, or the Prospectus.

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(vii)    In rendering such opinion, counsel may rely to the extent they deem appropriate upon certificates of officers or other executives of Discover Bank, Funding, and their affiliates and of public officials as to factual matters and upon opinions of other counsel. Such counsel shall also state that nothing has come to their attention which has caused them to believe that the Registration Statement as of its effective date or the Time of Sale Information as of the date thereof and as of the Time of Sale or the Prospectus as of the date thereof and as of the applicable Time of Delivery (other than financial, statistical and accounting data therein, as to which such counsel need express no belief) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

(d)    Counsel to the Issuer 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)    The Issuer is validly existing as a statutory trust in good standing under the laws of the State of Delaware.

(ii)    This Agreement and the Terms Agreement have been duly authorized, executed and delivered on the part of the Issuer.

(iii)    The compliance by the Issuer with all of the provisions of this Agreement, the Terms Agreement, the Asset Representations Review Agreement, the Risk Retention Agreement, the Indenture and the Trust Agreement and the delivery of the Notes and the Trust Certificate (as defined in the Trust Agreement) will not conflict with or result in any breach which would constitute a material default under, or, except to the extent contemplated in the Pooling and Servicing Agreement or the Indenture,

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result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer, material to the Issuer considered as a whole, pursuant to the terms of, any indenture, loan agreement or other agreement or instrument for borrowed money known to such counsel to which the Issuer is a party or by which the Issuer may be bound or to which any of the property or assets of the Issuer, material to the Issuer considered as a whole, is subject, nor will such action result in any material violation of the provisions of the Trust Agreement, or to the best knowledge of such counsel, any statute or any order, rule or regulation applicable to the Issuer of any court or any Federal, State or other regulatory authority or other governmental body having jurisdiction over the Issuer other than the Act, the Exchange Act, the Trust Indenture Act and the Investment Company Act and the rules and regulations under each of such acts and other than the securities laws of the various states or other jurisdictions which are applicable to the issue and sale of the Notes and other state laws relating to the perfection of security interests; and, to the best knowledge of such counsel, no consent, approval, authorization or other order of, or filing with, any court or any such regulatory authority or other governmental body is required for the issue and sale of the Notes except as may be required under the Act, the Exchange Act, the Trust Indenture Act and the Investment Company Act and securities laws of the various states or other jurisdictions which are applicable to the issue and sale of the Notes and except for the filing of any financing or continuation statement required to perfect or continue the Issuer’s interest in the Collateral.

(iv)    The Indenture has been duly authorized, executed and delivered on the part of the Issuer and as to the Issuer is a valid and binding instrument enforceable in accordance with its terms except as the foregoing may be limited by insolvency,

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bankruptcy, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights or by general equity principles; the Indenture is qualified under the Trust Indenture Act; (i) the Issuer is not now, and immediately following the issuance of the notes pursuant to the Indenture and the application of the proceeds therefrom as described in the Prospectus will not be, required to be registered under the Investment Company Act and (ii) Issuer is not now, and immediately following the issuance of the notes pursuant to the Indenture and the application of the proceeds therefrom as described in the Prospectus will not be, a “covered fund” for purposes of the Volcker Rule (and explaining the basis for that conclusion); and the Notes have been duly authorized and (assuming their due authentication by the Indenture Trustee) have been duly executed, issued and delivered and constitute valid and binding obligations of the Issuer in accordance with their terms, enforceable in accordance with the terms of the Indenture, except as the foregoing may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general equity principles.

(e)    Counsel to Discover Bank and Funding shall have furnished you with an opinion in form and substance satisfactory to you and your counsel, to the effect that:

(i)    Each of this Agreement, the Terms Agreement, the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, the Indenture, the Collateral Certificate and the Notes conform in all material respects to the descriptions thereof contained in the Registration Statement, as of its most recent effective date prior to the Time of Sale, the Preliminary Prospectus, and the Prospectus.

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(ii)    The statements in the Preliminary Prospectus and the Prospectus under the heading “U.S. Federal Income Tax Consequences,” to the extent that they constitute matters of law or legal conclusions with respect thereto relating to federal income tax matters, have been reviewed by such counsel and are correct in all material respects.

(iii)    Although no transaction closely comparable to that contemplated in the Preliminary Prospectus or the Prospectus has been the subject of any Treasury Regulation, revenue ruling or judicial decision, (A) the Notes will be characterized as debt for U.S. federal income tax purposes and (B) each of the Issuer and the Master Trust will not be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes following the issuance of the Notes.

(iv)    The statements in the Preliminary Prospectus and the Prospectus under the heading “ERISA Considerations,” to the extent they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects.

(f)    Counsel to Discover Bank and Funding shall have furnished you with (i) an opinion in form and substance satisfactory to you and your counsel, with respect to certain matters relating to the transfer by Discover Bank of the Receivables to Funding and by Funding to the Master Trust, with respect to the applicability of certain provisions of the Federal Deposit Insurance Act, as amended by the Financial Institutions, Reform, Recovery and Enforcement Act of 1989, with respect to the effect of receivership of Discover Bank on such interest in the Receivables and with respect to other related matters in a form approved by you and your counsel and (ii) an opinion or opinions of Delaware counsel to Discover Bank and Funding, dated the Closing Date, in

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form and substance satisfactory to the Representatives and their counsel with respect to the perfection of Funding’s and the Master Trust’s interests in the Receivables and certain other matters.

(g)    You shall have received evidence satisfactory to you that, on or before the Time of Delivery, UCC-1 financing statements have been filed (i) in the offices of the Secretary of State of Delaware, reflecting the interests of Funding and the Master Trust in the Receivables and (ii) in the offices of the Secretary of State of the State of Delaware, reflecting the interests of the Indenture Trustee in the Collateral and the proceeds thereof.

(h)    Delaware counsel to the Issuer and counsel to Discover Bank and Funding shall have furnished you with an opinion or opinions, dated the Closing Date, in form and substance satisfactory to you and your counsel, with respect to (i) the perfection and priority of the Issuer’s interest in the Collateral Certificate and (ii) the grant of the Collateral Certificate and the proceeds thereof to the Indenture Trustee for the benefit of the Noteholders and with respect to the perfection of the Indenture Trustee’s interest in the Collateral, including the Collateral Certificate, and the proceeds thereof.

(i)    Delaware counsel to the Issuer shall have furnished you with an opinion, dated the Closing Date, in form and substance satisfactory to you and your counsel, to the effect that:

(i)    The Issuer has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del.C. § 3801, et seq. (referred to in this subsection as the “Act”).

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(ii)    The Trust Agreement is a legal, valid and binding obligation of the Owner Trustee and the Beneficiary, enforceable against the Owner Trustee and the Beneficiary, in accordance with its terms.

(iii)    The Trust Agreement and the Act authorize the Issuer to execute and deliver the Indenture and the other transaction documents referred to in such opinion (collectively referred to in this subsection as the “Trust Documents”), to issue the Notes and the trust certificate (referred to in this subsection as the “Trust Certificate”) and to grant the Collateral to the Indenture Trustee as security for the Notes.

(iv)    The Issuer has the power and authority, pursuant to the Trust Agreement and the Act, to execute, deliver and perform its obligations under the Trust Documents, the Notes and the Trust Certificate and the execution and delivery of such agreements and obligations have been duly authorized.

(v)    The Trust Certificate has been validly issued and is entitled to the benefits of the Trust Agreement.

(vi)    Neither the execution, delivery and performance by the Issuer of the Trust Documents, the Notes or the Trust Certificate, nor the consummation by the Issuer of any of the transactions by the Issuer contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the certificate of trust with the Delaware Secretary of State (which certificate of trust has been duly filed) and the filing of any financing statements with the Delaware Secretary of State in connection with the Trust Documents.

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(vii)    Neither the execution, delivery and performance by the Issuer of the Trust Documents, nor the consummation by the Issuer of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Issuer.

(viii)    Under § 3805(b) of the Act, no creditor of the holder of the Trust Certificate shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Issuer except in accordance with the terms of the Trust Agreement.

(ix)    Under § 3808(a) and (b) of the Act, the Issuer may not be terminated or revoked by the Beneficiary, and the dissolution, termination or bankruptcy of any holder of the Owner Certificate (as defined in the Trust Agreement) shall not result in the termination or dissolution of the Issuer, except to the extent otherwise provided in the Trust Agreement.

(x)    The Owner Trustee is not required to hold legal title to the Trust Estate in order for the Issuer to qualify as a statutory trust under the Act.

(xi)    The Beneficiary is the sole beneficial owner of the Issuer.

(j)    At the Time of Delivery, you shall have received a letter or letters, dated the respective date of delivery thereof, from certified public accountants (who shall be satisfactory to you), in form and substance satisfactory to you.

(k)    (i) 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

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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.

(l)    Subsequent to the date of the Terms Agreement none of (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ National Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, or any successor entity of any such exchange, (ii) any moratorium on commercial banking activities shall have been declared by either Federal or New York State authorities, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) the United States shall have become engaged in the outbreak or escalation of hostilities involving the United States or there has been a declaration by the United States of a national emergency or a declaration of war or (v) there shall have occurred any change in financial markets or any other calamity or crisis that, in your judgment, is material and adverse, any of which events, singly or together with any other event specified in this subsection (l) makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Notes on the terms and in the manner contemplated in the Prospectus.

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(m)    The Ratings Issuer Free Writing Prospectus shall have been filed with the Commission, and the Representatives shall have received evidence of ratings letters that are reasonably satisfactory to the Underwriters.

(n)    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.

(o)    You shall have received confirmation of receipt by Discover Bank of ratings letters from each nationally recognized statistical rating organization hired by Discover Bank.

(p)    Counsel to the Asset Representations Reviewer shall have furnished to you with an opinion, dated the Closing Date, in form and substance satisfactory to you and your counsel, relating to the Asset Representations Reviewer and the Asset Representations Review Agreement.

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

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Delivery by you. Notice of such cancellation shall be given to the Issuer, Funding, and Discover Bank in writing or by telephone or telecopy confirmed in writing prior to the Time of Delivery.

8.    (a) Except as expressly set forth in this Agreement, Discover Bank, Funding, and the Issuer will pay all expenses incidental to the performance of their obligations under this Agreement and will reimburse each Underwriter for any expenses reasonably incurred by it in connection with qualification of the Notes and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may reasonably designate (including reasonable fees and disbursements of their counsel) and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Notes, for the cost incurred with the preparation and filing of the Registration Statement, the Time of Sale Information, the Prospectus and any Issuer Free Writing Prospectus. Except as specifically provided in this Section and in Section 9 of this Agreement, each Underwriter will pay all of its own costs and expenses (including the fees and disbursements of counsel), transfer taxes on resales of Notes by it and any advertising expenses connected with any offers it may make.

(b)    If the sale of the Notes provided for herein is not consummated because of (i) any condition to the obligations of the Underwriters set forth in Section 7 of this Agreement is not satisfied, (ii) any refusal, inability or failure on the part of Discover Bank, Funding, or the Issuer to perform any agreement herein or to comply with any provision hereof or (iii) any breach of a representation or warranty herein on the part of Discover Bank, Funding, or the Issuer, Discover Bank or Funding will reimburse the Underwriters upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by the

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Underwriters in connection with the proposed purchase, sale and offering of the Notes, provided, however, that with respect to clauses (ii) and (iii) above, if such refusal, inability or failure or such breach of such representation or warranty occurs solely by reason of a default by an Underwriter, then neither Discover Bank nor Funding shall reimburse such defaulting Underwriter for any of its out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by such defaulting Underwriter in connection with the proposed purchase, sale and offering of the Notes.

(c)    The provisions of this Section 8 shall survive termination of this Agreement and the Terms Agreement.

9.    (a) 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

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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 information previously provided to the Underwriters) if Discover Bank or Funding had previously furnished copies thereof to such Underwriter prior to the Time of Sale.

(b)    Each Underwriter, severally and not jointly, will indemnify and hold harmless Discover Bank and Funding against any losses, claims, damages or liabilities to which Discover Bank or Funding 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, any Issuer Free

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Writing Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, 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 (in the case of the Registration Statement, Issuer Free Writing Prospectus or the Prospectus, or any amendment or supplement thereto) necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was 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 will reimburse Discover Bank and Funding for any legal or other expenses reasonably incurred by Discover Bank and Funding in connection with investigating or defending any such action or claim.

(c)    Within a reasonable period after receipt by an indemnified party under subdivision (a) or (b) above of notice of the commencement of any action with respect to which indemnification is sought under such subdivision or contribution may be sought under subdivision (d) below, such indemnified party shall notify the indemnifying party in writing of the commencement thereof, but no failure to or delay in providing such notice shall relieve the indemnifying party of any liability under such subdivisions except to the extent that such indemnifying party is materially prejudiced thereby. In case any such action shall be brought against any indemnified party, the indemnifying party shall be entitled to participate therein, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the

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indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. If the named parties in any action (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties at the expense of the indemnifying party, such counsel selection to be subject to the approval of the indemnifying party (such approval not to be unreasonably withheld); provided, however, that the indemnifying party shall not be responsible for the expenses of more than one separate counsel for all indemnified parties (including one local counsel, if necessary, in the applicable jurisdiction). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is an actual or potential party and indemnity has been sought hereunder by such indemnified party or such party would be entitled to indemnity hereunder, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any Underwriter or controlling person. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be

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unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify any indemnified party from and against any loss or liability by reason of such settlement or judgment.

(d)    If the indemnification provided for in this Section 9 is unavailable to an indemnified party under subdivision (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) (i) in such proportion as is appropriate to reflect the relative benefits received by Discover Bank and Funding on the one hand and the Underwriters on the other from the offering of the Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of Discover Bank and Funding on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by Discover Bank and Funding on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Issuer or Funding bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Discover Bank and Funding on

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the one hand and the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission of Discover Bank and Funding on the one hand and the Underwriters, directly or through you, on the other hand. With respect to any Underwriter, such relative fault shall also be determined by reference to the extent (if any) to which such losses, claims, damages or liabilities (or actions in respect thereof) result from the fact that such Underwriter sold the Notes to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, copies of the Time of Sale Information if Discover Bank or Funding had previously furnished copies thereof to such Underwriter. Discover Bank, Funding, and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subdivision (d) were determined by per capita allocation among the indemnifying parties (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subdivision (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subdivision (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subdivision (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by it in connection with such Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or

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alleged omission, provided, however, that if the total underwriting discounts and commissions do not exceed the amount of any damages which such Underwriter has otherwise been required to pay, such Underwriter shall not be required to make any contribution. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters in this subdivision (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e)    The obligations of Discover Bank and Funding under this Section 9 shall be in addition to any liability which Discover Bank or Funding may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of Discover Bank and Funding and to each person, if any, who controls Discover Bank and Funding within the meaning of Section 15 of the Act.

(f)    The provisions of this Section 9 shall survive termination of this Agreement and the Terms Agreement.

10.    Each Underwriter hereby agrees that it shall not institute against, or join any other person or entity in instituting against the Issuer or the Master Trust any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under United States federal or state laws, or other bankruptcy or similar laws, in connection with any obligations owing to it until at least

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one year and one day from the date of the Time of Sale or, if longer, the applicable preference period then in effect. Each Underwriter hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and that such Underwriter will not have any recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby. Notwithstanding any other provisions hereof, recourse in respect of any obligations of the Issuer to each Underwriter will be limited to such funds that are available to the Issuer under the Indenture and upon the exhaustion thereof all obligations of, and claims against, the Issuer arising from this Agreement or any transactions contemplated hereby or thereby shall be extinguished and shall not thereafter revive.

11.    (a) If any Underwriter shall default in its obligation to purchase the Notes which it has agreed to purchase hereunder and under the Terms Agreement, you may in your discretion arrange for yourselves or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Notes, then Discover Bank Funding, and the Issuer shall be entitled to a further period of thirty-six hours within which to procure another party or other parties to purchase such Notes on such terms. In the event that, within the respective prescribed periods, you notify Discover Bank, Funding, and the Issuer that you have so arranged for the purchase of such Notes, or either Discover Bank, Funding, or the Issuer notifies you that it has so arranged for the purchase of such Notes, you, Discover Bank, Funding, or the Issuer shall have the right to postpone the Time of Delivery for such Notes for a period of not more than seven

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days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and Discover Bank, Funding, and the Issuer agree to file promptly any amendments or supplements to the Registration Statement or the Prospectus which may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes.

(b)    If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by you, Discover Bank, Funding, and the Issuer as provided in subdivision (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then Discover Bank, Funding, and the Issuer shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes which such Underwriter agreed to purchase hereunder and under the Terms Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Notes which such Underwriter agreed to purchase hereunder and under the Terms Agreement) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c)    If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by you, Discover Bank, Funding, and the Issuer as provided in subdivision (a) above, the aggregate principal amount of Notes

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which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, as referred to in subdivision (b) above, or if none of Discover Bank, Funding, and the Issuer exercises the right described in subdivision (b) above to require non-defaulting Underwriters to purchase Notes of a defaulting Underwriter or Underwriters, then the agreement constituted by this Agreement and the Terms Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, Discover Bank, Funding, or the Issuer, except for the expenses to be borne by Discover Bank, Funding, and the Issuer as provided in Section 8 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

12.    The respective indemnities, agreements, representations, warranties and other statements of Discover Bank, Funding, the Issuer and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, Discover Bank or any officer or director or controlling person of Discover Bank, Funding or any officer or director or controlling person of Funding, or the Issuer or any officer or director or controlling person of the Issuer, and shall survive delivery of and payment for the Notes. Anything herein to the contrary notwithstanding, the indemnity agreement of Discover Bank, Funding, and the Issuer in subdivisions (a) and (e) of Section 9 hereof, the representations and warranties in subdivisions (b) and (c) of Section 1 hereof and any representation or warranty as to the accuracy of the Registration Statement or the Prospectus as amended or supplemented contained in any certificate furnished by Discover Bank,

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Funding, or the Issuer pursuant to subdivision (i) of Section 7 hereof, insofar as they may constitute a basis for indemnification for liabilities (other than payment by Discover Bank, Funding, or the Issuer of expenses incurred or paid in the successful defense of any action, suit or proceeding) arising under the Act, shall not extend to the extent of any interest therein of an Underwriter or a controlling person of an Underwriter if a director, officer or controlling person of Discover Bank, Funding, or the Issuer when the Registration Statement becomes effective or a person who, with his consent, is named in the Registration Statement as being about to become a director of Discover Bank, Funding, or the Issuer, is a controlling person of such Underwriter, except in each case to the extent that an interest of such character shall have been determined by a court of appropriate jurisdiction as not against public policy as expressed in the Act. Unless in the opinion of counsel for Discover Bank, Funding, and the Issuer the matter has been settled by controlling precedent, Discover Bank, Funding, and the Issuer will, if a claim for such indemnification is asserted, submit to a court of appropriate jurisdiction the question whether such interest is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

13.    If this Agreement or the Terms Agreement shall be terminated pursuant to Section 7 or 11 hereof, none of Discover Bank, Funding, and the Issuer shall be under any liability to any Underwriter hereunder or thereunder except as provided in Section 8 and Section 9 hereof; but, if for any other reason the Notes are not delivered by or on behalf of Discover Bank, Funding, and the Issuer as provided herein, Discover Bank, Funding, and the Issuer will reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale

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and delivery of the Notes, but none of Discover Bank, Funding, and the Issuer shall then be under any further liability to any Underwriter with respect to the Notes except as provided in Section 8 and Section 9 hereof.

14.    In all dealings hereunder, you shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you, or by the Representatives on behalf of you. All statements, requests, notices and agreements hereunder shall be in writing or by telegram if promptly confirmed in writing and if to the Underwriters shall be sufficient in all respects, if delivered or sent by registered mail to you jointly to the addresses for the Representatives set forth on the first page hereof, if to Discover Bank shall be sufficient in all respects if delivered or sent by registered mail to Discover Bank at 12 Read’s Way, New Castle, Delaware 19720, Attention: President, if to Funding shall be sufficient in all respects if delivered or sent by registered mail to Funding at 12 Read’s Way, New Castle, Delaware 19720 and if to the Issuer shall be sufficient in all respects if delivered or sent by registered mail to the Issuer at c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, DE 19890, Attention: Corporate Trust Administration.

15.    This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, Discover Bank, Funding, the Issuer and, to the extent provided in Section 9 and Section 12 hereof, their respective controlling persons and the officers, directors and employees of such persons and controlling persons, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Notes from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

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16.    Time shall be of the essence of this Agreement.

17.    This Agreement shall be construed in accordance with the laws of the State of New York. “Business day” as used herein shall mean any day when the Commission’s office in Washington, D.C. is normally open for business.

18.    Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.

19.    Each of this Agreement and the related Terms Agreement may be executed by any one or more of the parties hereto or thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. The words “executed,” “signed,” “signature,” and words of like import in this Agreement and the related Terms Agreement or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated,

- 55 -

received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

20.    Each party hereto (i) waives any right it may have to a jury trial and (ii) consents and submits to the non-exclusive jurisdiction of state or federal courts located in the State of New York, with respect to any legal proceeding in any way related to, or arising out of, this Agreement, the Terms Agreement or the matters contemplated hereby or thereby.

21.    Notwithstanding any prior termination of this Agreement, each of the Underwriters and each of Discover Bank and Funding agrees that it shall not at any time acquiesce, petition or otherwise invoke or cause Funding to invoke the process of the United States of America, any State or other political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government for the purpose of commencing or sustaining a case by or against Funding under a federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of Funding all or any part of Funding’s property or assets, or ordering the winding up or liquidation of the affairs of Funding.

22.    Recognition of the U.S. Special Resolution Regimes:

- 56 -

(a)    In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b)    In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For the purposes of this Section 22, (i) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k), (ii) “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b), (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable, and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

- 57 -

If the foregoing is in accordance with your understanding, please sign and return five counterparts hereof and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters, Discover Bank, Funding, and the Issuer.

[Signature Page to DCENT Class A(2021-1) Underwriting Agreement]

Accepted as of the date hereof:

[Signature Page to DCENT Class A(2021-1) Underwriting Agreement]

[Signature Page to DCENT Class A(2021-1) Underwriting Agreement]

[Signature Page to DCENT Class A(2021-1) Underwriting Agreement]

[Signature Page to DCENT Class A(2021-1) Underwriting Agreement]

[Signature Page to DCENT Class A(2021-1) Underwriting Agreement]

Exhibit A

DISCOVER CARD EXECUTION NOTE TRUST

DISCOVERSERIES

Class [                ]([                ])

ASSET BACKED NOTES

TERMS AGREEMENT

Dated: [                ] [    ], [                ]

DISCOVER BANK

DISCOVER FUNDING LLC

Series Designation:

DiscoverSeries.

Registration Statement:

Nos. [                ], [                ] and [                ].

Title of Securities:

Discover Card Execution Note Trust, DiscoverSeries Class [                ]([                ]) Notes (the “Notes”).

Initial Principal Amount of Notes:

$[                ].

[Aggregate outstanding balance of Receivables in the Discover Card Master Trust I as of [                ] [    ], [                ]: $[                ].]

Expected Date of Terms Document: [                ] [    ], [                ].

Expected Date of Risk Retention Agreement: [                ] [    ], [    ].

Interest Rate or Formula: [                ].

Time of Sale:

[    ]:[    ] [a.m.][p.m.] New York City time on [                ] [    ], [                ].

Time of Sale Information:

(1) The Preliminary Prospectus dated [                ] [    ], [                ] for the DiscoverSeries Class [                ]([                ]) Notes (the “Preliminary Prospectus”), attached as Annex 1 hereto, filed pursuant to Rule 424(h) of the Securities Act of 1933, including the reports and documents incorporated by reference into the Preliminary Prospectus [and] (2) the Ratings Issuer Free Writing Prospectus dated [                ] [    ], [                ], attached as Annex 2 hereto, filed in accordance with Rule 433 of the Securities Act of 1933, which discloses the expected ratings to be assigned to the Notes by the nationally recognized statistical rating organizations hired by [Discover Bank] [and (3) the Pricing Term Sheet].]

If, subsequent to the Time of Sale, it is determined that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Underwriters have terminated their old purchase contracts and entered into new purchase contracts with purchasers of the Notes, then “Time of Sale Information” will also include any information that corrects such material misstatements or omissions, together with any other information, to the extent it is made available to purchasers at the time of entry into the last such new purchase contract such that “Time of Sale Information” no longer includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (“Corrective Information”).

Underwriter Information:

“Underwriter Information” shall mean the written information furnished to Discover Bank, Discover Funding LLC, and Discover Card Execution Note Trust by the Underwriters for use in the Prospectus and confirmed in the “blood letter” from the Underwriters to Discover Bank, Discover Funding LLC, and Discover Card Execution Note Trust dated the Closing Date.

[Pricing Term Sheet:

A copy of the Pricing Term Sheet, dated as of [                ] [    ], [                ], relating to the Discover Card Execution Note Trust, the DiscoverSeries Class [                ]([                ]) Notes (the “Pricing Term Sheet”), a document prepared by Discover Funding LLC and Discover Card Execution Note Trust and filed as an issuer free writing prospectus that contains final transaction terms for Discover Card Execution Note Trust, DiscoverSeries Class [                ]([                ]) Notes, is attached as Annex 3 hereto. The Underwriters shall have delivered the information set forth on the Pricing Term Sheet to potential investors in the Notes prior to entering into a purchase contract with the investor for the purchase of such Notes.]

- 2 -

Terms of Sale:

The purchase price for the Notes to the Underwriters will be

[    ]% of the aggregate principal amount of the Notes.

The Underwriters will offer the Notes to the public at a price equal to

[    ]% of the aggregate principal amount of the Notes.

Closing Date: [                ] [    ], [                ], or such other date as may be agreed upon in writing.

Time of Delivery: [    ]:[    ] [a.m.][p.m.], Chicago, Illinois Time, on the Closing Date, or at such other time as may be agreed upon in writing.

- 3 -

Notwithstanding anything in the Agreement or in this Terms Agreement to the contrary, the Agreement and this Terms Agreement constitute the entire agreement and understanding among the parties hereto with respect to the purchase and sale of the Notes. This Terms Agreement may be amended only by written agreement of the parties hereto.

[Signature Page to Exhibit A to Underwriting Agreement]

SCHEDULE I

UNDERWRITERS

$[            ] Discover Card Execution Note Trust, DiscoverSeries Class [    ]([    ]) Notes

ANNEX 1

[PRELIMINARY PROSPECTUS]

ANNEX 2

[RATINGS ISSUER FREE WRITING PROSPECTUS]

[ANNEX 3]

[PRICING TERM SHEET]

Exhibit 1.2

DISCOVER CARD EXECUTION NOTE TRUST

DISCOVERSERIES

Class A(2021-1)

ASSET BACKED NOTES

TERMS AGREEMENT

Dated: September 20, 2021

To:    DISCOVER CARD EXECUTION NOTE TRUST

          DISCOVER BANK

          DISCOVER FUNDING LLC

Re:    Underwriting Agreement dated September 20, 2021 (the “Agreement”) relating to DiscoverSeries Class A(2021-1)

Series Designation:

DiscoverSeries.

Registration Statement:

Nos. 333-228025, 333-228025-01 and 333-228025-02.

Title of Securities:

Discover Card Execution Note Trust, DiscoverSeries Class A(2021-1) Notes (the “Notes”).

Initial Principal Amount of Notes:

$1,150,000,000.

Aggregate outstanding balance of Receivables in the Discover Card Master Trust I as of August 31, 2021:

$24,887,417,625.

Expected Date of Terms Document: September 27, 2021.

Expected Date of Risk Retention Agreement: September 27, 2021.

Interest Rate or Formula: 0.58% per year.

Time of Sale: 4:58 p.m. New York City time on September 20, 2021.

Time of Sale Information:

(1) The Preliminary Prospectus dated September 15, 2021 for the DiscoverSeries Class A(2021-1) Notes (the “Preliminary Prospectus”), attached as Annex 1 hereto, filed pursuant to Rule 424(h) of the Securities Act of 1933, including the reports and documents incorporated by reference into the Preliminary Prospectus and (2) the Ratings Issuer Free Writing Prospectus dated September 15, 2021, attached as Annex 2 hereto, filed in

accordance with Rule 433 of the Securities Act of 1933, which discloses the expected ratings to be assigned to the DiscoverSeries Class A(2021-1) Notes by the nationally recognized statistical rating organizations hired by Discover Bank.

If, subsequent to the Time of Sale, it is determined that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Underwriters have terminated their old purchase contracts and entered into new purchase contracts with purchasers of the Notes, then “Time of Sale Information” will also include any information that corrects such material misstatements or omissions, together with any other information, to the extent it is made available to purchasers at the time of entry into the last such new purchase contract such that “Time of Sale Information” no longer includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (“Corrective Information”).

Underwriter Information:

“Underwriter Information” shall mean the written information furnished to Discover Bank, Discover Funding LLC, and Discover Card Execution Note Trust by the Underwriters for use in the Prospectus and confirmed in the “blood letter” from the Underwriters to Discover Bank, Discover Funding LLC, and Discover Card Execution Note Trust dated the Closing Date.

Terms of Sale:

The purchase price for the Notes to the Underwriters will be

99.72859% of the aggregate principal amount of the Notes.

The Underwriters will offer the Notes to the public at a price equal to

99.97859% of the aggregate principal amount of the Notes.

Closing Date: September 27, 2021, or such other date as may be agreed upon in writing.

Time of Delivery: 9:05 a.m., Chicago, Illinois Time, on the Closing Date, or at such other time as may be agreed upon in writing.

- 2 -

Notwithstanding anything in the Agreement or in this Terms Agreement to the contrary, the Agreement and this Terms Agreement constitute the entire agreement and understanding among the parties hereto with respect to the purchase and sale of the Notes. This Terms Agreement may be amended only by written agreement of the parties hereto.

[Signature Page to Class A(2021-1) Terms Agreement]

[Signature Page to Class A(2021-1) Terms Agreement]

[Signature Page to Class A(2021-1) Terms Agreement]

[Signature Page to Class A(2021-1) Terms Agreement]

[Signature Page to Class A(2021-1) Terms Agreement]

[Signature Page to Class A(2021-1) Terms Agreement]

SCHEDULE I

UNDERWRITERS

$1,150,000,000 Discover Card Execution Note Trust, DiscoverSeries Class A(2021-1) Notes

[Schedule I]

ANNEX 1

[PRELIMINARY PROSPECTUS]

ANNEX 2

[RATINGS ISSUER FREE WRITING PROSPECTUS]

Exhibit 1.3

DISCOVER CARD EXECUTION NOTE TRUST

(Issuer)

DISCOVER BANK

(Originator and Servicer)

DISCOVER FUNDING LLC

(Depositor)

Underwriting Agreement

(Standard Terms)

DiscoverSeries Class A(2021-2)

September 20, 2021

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

as an Underwriter and as a Representative

of the Underwriters named in Schedule I to the Terms Agreement

BofA Securities, Inc.

1 Bryant Park

New York, New York 10036

as an Underwriter and as a Representative

of the Underwriters named in Schedule I to the Terms Agreement

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

as an Underwriter and as a Representative

of the Underwriters named in Schedule I to the Terms Agreement

RBC Capital Markets, LLC

200 Vesey Street

New York, New York 10281

as an Underwriter and as a Representative

of the Underwriters named in Schedule I to the Terms Agreement

Wells Fargo Securities, LLC

550 South Tryon Street

Charlotte, NC 28202

as an Underwriter and as a Representative

of the Underwriters named in Schedule I to the Terms Agreement

Ladies and Gentlemen:

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 National Association, as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to an Amended and Restated Trust Agreement, dated as of December 22, 2015 (as modified or amended from time to time, the “Trust Agreement”), between Funding, as Beneficiary, and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”).

Discover Bank, a Delaware banking corporation (“Discover Bank”) has conveyed and will continue to convey receivables (the “Receivables”) generated from time to time in certain designated credit card accounts (the “Accounts”) owned by Discover Bank, collections thereon and certain related property to Funding pursuant to a Receivables Sale and Contribution Agreement, dated as of December 22, 2015 (the “RSCA”), between Discover Bank and Funding.

- 2 -

The Depositor has conveyed and will continue to convey Receivables to Discover Credit Card Master Trust I (the “Master Trust”) pursuant to a Third Amended and Restated Pooling and Servicing Agreement, dated as of December 22, 2015 (as modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Amended and Restated Series 2007-CC Supplement, dated as of December 22, 2015 (as modified or amended from time to time, the “Series Supplement”), among Discover Bank, as Master Servicer (in such capacity, the “Master Servicer”) and as Servicer (in such capacity, the “Servicer”), the Depositor, and U.S. Bank National Association, as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement and the Collateral Certificate Transfer Agreement, dated as of July 26, 2007 (the “Collateral Certificate Transfer Agreement”), between Discover Bank and the Issuer, Discover Bank has transferred to the Issuer an undivided interest in certain assets of the Master Trust as represented by a collateral certificate (the “Collateral Certificate”) and has caused the Master Trust to issue the Collateral Certificate to the Issuer. The Collateral Certificate is an investor certificate under the Pooling and Servicing Agreement. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of January 7, 2016 (as amended or supplemented from time to time, the “Asset Representations Review Agreement”), among the Issuer, Discover Bank, as Master Servicer and Servicer, and the Asset Representations Reviewer.

- 3 -

Discover Bank, as “originator” for purposes of the EU Due Diligence and Retention Rules (as defined below), will also make certain representations, warranties and covenants to the Issuer in connection with the EU Due Diligence and Retention Rules (with the Indenture Trustee as a third party beneficiary solely for the purpose of obtaining the benefits of those representations, warranties and covenants), on an ongoing basis for so long as the tranche of Notes to which this Agreement applies is outstanding, pursuant to a Risk Retention Agreement, having the date stated in the applicable Terms Agreement (as amended or supplemented from time to time, the “Risk Retention Agreement”), among Discover Bank, Funding and the Issuer. As used in this paragraph, (i) “EU Due Diligence and Retention Rules” refers to Articles 5 and 6 of the EU Securitization Regulation, as in effect on the Closing Date and (ii) “EU Securitization Regulation” means Regulation (EU) No. 2017/2402 of the European Parliament and of the Council of December 12, 2017.

To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Indenture or the Pooling and Servicing Agreement, as applicable. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and shall not relate to any other series, classes or tranches of notes issued by the Issuer.

- 4 -

Each offering of each tranche of Notes to which this Agreement applies made pursuant to the Registration Statement (as defined herein) will be made through you or through you and other underwriters for whom you are acting as a representative or through an underwriting syndicate managed by you. Any action taken by you as a representative will be binding on all the Underwriters (as defined herein). Whenever Funding and the Issuer determine to make such an offering of Notes to which this Agreement shall apply, Discover Bank, Funding, the Issuer, and one or more Underwriters will enter into an agreement (the “Terms Agreement”) providing for the sale of the Notes to, and the purchase and offering thereof by, (i) you, (ii) you and such other underwriters who execute such Terms Agreement and agree thereby to become obligated to purchase the Notes from the Issuer subject to the satisfaction of the condition precedents contained herein, or (iii) you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (in each case, the “Underwriters”). The representatives of the Underwriters may be referred to herein individually as a “Representative” and collectively as the “Representatives”. Such Terms Agreement shall specify the initial principal amount of the Notes to be issued and their terms not otherwise specified in this Agreement, the price at which such Notes are to be purchased by the Underwriters from the Issuer, the aggregate amount of Notes to be purchased by you and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Notes are to be sold will be determined. Such Terms Agreement shall be substantially in the form attached hereto as Exhibit A. Each such offering of the Notes for which a Terms Agreement is entered into will be governed by this Agreement, as supplemented by such Terms Agreement, and this Agreement and

- 5 -

such Terms Agreement shall inure to the benefit of and be binding upon the Underwriters participating in the offering of such Notes. Within the time periods required by Rule 424(h) of the Act prior to the Time of Sale (as defined in the applicable Terms Agreement), Funding will have prepared and filed the Time of Sale Information (as defined in the applicable Terms Agreement) with the Securities and Exchange Commission (the “Commission”).

1.    Each of Discover Bank (the representations and warranties as to Discover Bank being given by Discover Bank) and Funding (the representations and warranties as to Funding being given by Funding) represents and warrants to, and agrees with you, as of the date hereof (except to the extent any of the following representations and warranties are as of a specified date, in which case such representations and warranties shall be as of such date), and to each Underwriter named in the Terms Agreement as of the date thereof (except to the extent any of the following representations and warranties are as of a specified date, in which case such representations and warranties shall be as of such date), that:

(a)    A registration statement on Form SF-3 (Registration Statement Nos. 333-228025, 333-228025-01 and 333-228025-02) including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the Notes and the Collateral Certificate and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), in the form heretofore delivered to you has been filed with the Commission and such registration statement, as amended, has been declared effective by the Commission and is currently effective; such registration statement, as amended, and the preliminary prospectus and the prospectus relating to the sale of the Notes offered thereby

- 6 -

constituting a part thereof, as from time to time amended or supplemented (including any preliminary prospectus and prospectus filed with the Commission pursuant to, respectively, Rules 424(h) and 424(b) of the Act) are respectively referred to herein as the “Registration Statement,” the “Preliminary Prospectus,” and the “Prospectus”; the conditions of Rule 415 under the Act have been satisfied with respect to the Registration Statement; and no other amendment to the Registration Statement will be filed which shall be reasonably disapproved by you promptly after reasonable notice thereof.

(b)    There is no request by the Commission for any further amendment of the Registration Statement or the Prospectus or for any additional information; the Commission has not issued any stop order suspending the effectiveness of the Registration Statement and Funding is not aware of any proceeding for that purpose having been instituted or threatened; there has been no notification with respect to the suspension of the qualification for sale of the Notes for sale in any jurisdiction or any proceeding for such purpose having been instituted or threatened; and Funding has conducted its annual compliance evaluation as required under the rules and regulations of the Commission under the Act, as of ninety days after the end of Funding’s fiscal year ended December 31, 2020, and determined that it met the registrant requirements set forth in General Instruction I.A to Form SF-3 as of such date.

(c)    As of the date of the Terms Agreement (and as of the date of the Registration Statement and the Prospectus), when the Registration Statement became effective, when the Prospectus is first filed pursuant to Rule 424(h) under the Act, when any other amendment to the Registration Statement becomes effective, when any supplement to the Prospectus is filed with the Commission, and at the Time of Delivery

- 7 -

(as defined in Section 5), each of the Registration Statement and the Prospectus (i) conformed, and any amendments or supplements thereto will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any Underwriter Information (as such term is defined in the applicable Terms Agreement). With respect to subclause (i) above, it is noted that the Registration Statement does not include the ratings of the Notes as required by Items 1103(a)(9) and 1120 of Regulation AB, 17 C.F.R. 229.1103(a)(9) and 17 C.F.R. 229.1120, in reliance on the no-action letter provided by the Commission to Ford Motor Credit Company LLC and Ford Credit Auto Receivables Two LLC (July 22, 2010), as extended indefinitely by the Commission (November 23, 2010).

(d)    The Time of Sale Information, at the Time of Sale did not, and at the Time of Delivery will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither Discover Bank nor Funding makes any representation or warranty with respect to any Underwriter Information.

(e)    Discover Bank has been duly organized and is validly existing as a banking corporation in good standing under the laws of the State of Delaware. Discover Bank has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the RSCA, the Asset Representations Review Agreement, the Risk Retention

- 8 -

Agreement, the Pooling and Servicing Agreement, this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on Discover Bank and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on Discover Bank’s ability to consummate the transactions contemplated by the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, this Agreement and the applicable Terms Agreement.

(f)    Funding has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware. Funding has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the RSCA, the Pooling and Servicing Agreement, the Risk Retention Agreement, this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the RSCA, the Pooling and Servicing Agreement, the Risk Retention Agreement, this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the

- 9 -

securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on Funding and its subsidiaries (if any), taken as a whole, or (ii) would have a material adverse effect on Funding’s ability to consummate the transactions contemplated by the RSCA, the Pooling and Servicing Agreement, the Risk Retention Agreement, this Agreement and the applicable Terms Agreement.

(g)    It has duly executed and delivered (i) this Agreement and (ii) the Terms Agreement as of the date of such Terms Agreement.

(h)    Upon payment therefor as provided herein and in the Terms Agreement, the Notes will have been duly and validly authorized and (assuming their due authentication by the Indenture Trustee) will have been duly and validly issued and will conform in all material respects to the description thereof in the Prospectus and will be enforceable in accordance with the terms of the Indenture.

(i)    The Collateral Certificate has been duly and validly authorized and has been duly and validly issued and conforms in all material respects to the description thereof in the Prospectus and is entitled to the benefits of the Pooling and Servicing Agreement.

(j)    The issue and sale of the Notes and its compliance with all of the provisions of the Notes, the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, the Trust Agreement, this Agreement and the Terms Agreement, as applicable, have been or will have been duly authorized by it by all necessary corporate action; and will not conflict with or result in any breach which would constitute a material default under, or, except as

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contemplated by the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, the Trust Agreement, or the Indenture, result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Funding, Discover Bank or Discover Financial Services (“DFS”), material to Funding, Discover Bank and DFS (whether or not consolidated) considered as a whole, pursuant to the terms of, any material indenture, loan agreement or other agreement or instrument for borrowed money to which Funding, Discover Bank or DFS is a party or by which Funding, Discover Bank or DFS may be bound or to which any of the property or assets of Funding, Discover Bank or DFS, material to Funding, Discover Bank and DFS (whether or not consolidated) considered as a whole, is subject, nor will such action result in any material violation of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Funding or the Certificate of Incorporation or By-Laws of Discover Bank or, to the best of Funding’s and Discover Bank’s respective knowledge, any statute or any order, rule or regulation applicable to it (including, without limitation, with respect to sanctions, anti-bribery or corruption laws, as applicable), of any court or any Federal, State or other regulatory authority or other governmental body having jurisdiction over it, and no consent, approval, authorization or other order of, or filing with, any court or any such regulatory authority or other governmental body is required for the issue and sale of the Notes except as may be required under the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and securities laws of the various states and other jurisdictions which are applicable to the issue and sale of the Notes and except for the filing of any financing or continuation statement required to perfect or continue Funding’s or the Master Trust’s respective interest in the Receivables.

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(k)    The Receivables conveyed to the Master Trust under the Pooling and Servicing Agreement will have an aggregate outstanding balance determined as of the date stated in the Terms Agreement of not less than the amount set forth in such Terms Agreement.

(l)    The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the Master Trust is not required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(m)    Other than the Prospectus, it (including its agents and representatives other than the Underwriters in their capacity as such) has not prepared, used or referred to and will not prepare, use or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Time of Sale Information (the Time of Sale Information and each communication by it or its agents and representatives that constitutes an “issuer free writing prospectus”, as defined in Rule 433(h) under the Act (other than a communication referred to in clause (ii) below), an “Issuer Free Writing Prospectus”), including the Issuer Free Writing Prospectus dated September 15, 2021, approved in advance by the Underwriters and filed with the Commission in accordance with Rule 433 under the Act on or about September 15, 2021 (the “Ratings Issuer Free Writing Prospectus”), that discloses the expected ratings to be assigned to the Notes by the nationally recognized statistical rating organizations hired by Discover Bank, (ii) any communication or document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (iii) other written communication of it or its agents and representatives approved in writing in advance by

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the Underwriters. Each Issuer Free Writing Prospectus complied or, if used after the date hereof, will comply, in all material respects with the Act and the applicable rules and regulations promulgated thereunder and has been filed or will be filed in accordance with Rule 433 under the Act (to the extent required thereby).

(n)    It acknowledges that in connection with the offering of the Notes: (i) the Underwriters have acted at arms’ length, are not agents of, and owe no fiduciary duties to it or any other person, (ii) the Underwriters owe it only those duties and obligations set forth in this Agreement, (iii) the Underwriters may have interests that differ from those of it, (iv) in connection therewith with respect to all aspects of the transaction contemplated herein, each Underwriter is acting as a principal and not the agent, financial advisor or fiduciary of the Issuer, Discover Bank, or Funding and Discover Bank and Funding hereby expressly disclaim any fiduciary relationship with respect thereto and (v) none of the Underwriters has assumed an advisory responsibility (including, but not limited to, with respect to any legal, tax, investment, insurance, accounting or regulatory matters) in favor of the Issuer, Funding, or Discover Bank with respect to the transaction contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer, Funding, or Discover Bank on other matters) or any other obligation to the Issuer, Funding, or Discover Bank except the obligations expressly set forth in this Agreement. Each of Discover Bank and Funding waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Notes.

(o)    Based on information currently available to it, it is not engaged (whether as defendant or otherwise) in, nor does it have knowledge of the existence of,

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or any threat of, any legal, arbitration, administrative or other proceedings the result of which might reasonably be expected to have a material adverse effect on the Collateral Certificate or the Noteholders.

(p)    Except for the Underwriters, it has employed or retained no broker, finder, commission agent or other person in connection with the sale of the Notes, and neither it nor the Issuer is under any obligation to pay any broker’s fee or commission in connection with such sale.

(q)    No Amortization Event or any event which after any applicable grace period will become an Amortization Event is subsisting in relation to the Collateral Certificate and no event has occurred which would constitute (after an issue of the Notes) an Amortization Event or any event which after any applicable grace period would become an Amortization Event.

(r)    Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by it of this Agreement, the Terms Agreement, the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, and the Pooling and Servicing Agreement shall have been paid or will be paid by it at or before the Time of Delivery to the extent then due.

(s)    As of the Time of Delivery, the representations and warranties of (i) Discover Bank in the RSCA, the Pooling and Servicing Agreement and the Risk Retention Agreement, and (ii) Funding in the RSCA, the Pooling and Servicing Agreement and the Risk Retention Agreement, will be true and correct in all material respects (except to the extent any such representations or warranties relate to an earlier point in time, in which case such representations and warranties are true and correct as of such date).

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(t)    This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Notes, represents the entire agreement among Discover Bank, Funding, the Issuer, and the Underwriters with respect to the preparation of the Prospectus, and the conduct of the offering, and the purchase and sale of the Notes.

(u)    It has complied and, at and as of the Time of Delivery for the Notes, shall have complied in all material respects with Rule 193 of the Act and Items 1111(a)(7) and 1111(a)(8) of Regulation AB under the Act in connection with the offering of the Notes.

(v)    Discover Bank has provided a written representation to each of the nationally recognized statistical rating organizations hired by Discover Bank, which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), as amended, (the “17g-5 Representation”). Discover Bank has complied, and will continue to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation that would not have a material adverse effect on the Notes.

(w)    Neither it nor any of its affiliates has engaged, or from the date of this Agreement to the Closing Date will engage, any third-party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or has obtained, or from the date of this Agreement to the Closing Date will obtain, any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Master Trust in connection with the issuance and offering of the Notes.

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(x)    Discover Bank is the appropriate entity to comply with all requirements imposed on the sponsor of a securitization transaction in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”) implementing the credit risk retention requirements of Section 15G of the Exchange Act, in each case directly or (to the extent permitted by the Credit Risk Retention Rules) through one or more wholly-owned affiliates (as defined in the Credit Risk Retention Rules, each a “Wholly-Owned Affiliate”). Discover Bank or one or more of its Wholly-Owned Affiliates satisfies the Credit Risk Retention Rules (including the disclosure requirements thereof) by maintaining a “seller’s interest” (as defined in the Credit Risk Retention Rules) in the Master Trust of not less than five percent (5%) of the aggregate unpaid principal balance of all outstanding investor “ABS interests” (as defined in the Credit Risk Retention Rules) in the Issuer, determined in accordance with the Credit Risk Retention Rules, without any impermissible transfer, hedging or financing of such retained interest.

2.    The Issuer represents and warrants to, and agrees with you, as of the date hereof, and to each Underwriter named in the Terms Agreement as of the date thereof, that:

(a)    The issue and sale of the Notes and the compliance by the Issuer with all of the provisions of the Notes, the Indenture, this Agreement, the Asset Representations Review Agreement, the Risk Retention Agreement, and the Terms Agreement have been or will have been duly authorized by the Issuer by all necessary statutory trust action; and will not conflict with or result in any breach which would constitute a material default under, or, except as contemplated by the Indenture, result in the creation or imposition of any lien, charge or encumbrance upon any of the

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property or assets of the Issuer, material to the Issuer, pursuant to the terms of, any indenture, loan agreement or other agreement or instrument for borrowed money to which the Issuer is a party or by which the Issuer may be bound or to which any of the property or assets of the Issuer, material to Issuer, is subject, nor will such action result in any material violation of the provisions of the Trust Agreement or, to the best of the Issuer’s knowledge, any statute or any order, rule or regulation applicable to the Issuer of any court or any Federal, State or other regulatory authority or other governmental body having jurisdiction over the Issuer, and no consent, approval, authorization or other order of, or filing with, any court or any such regulatory authority or other governmental body is required for the issue and sale of the Notes except as may be required under the Act, the Exchange Act, and securities laws of the various states and other jurisdictions which are applicable to the issue and sale of the Notes and except for the filing of any financing or continuation statement required to perfect or continue the Indenture Trustee’s interest in the Receivables.

(b)    (i) The Issuer is not required to be registered under the Investment Company Act and (ii) the Issuer is not now, and immediately following the issuance of the Notes and the application of the proceeds therefrom as described in the Prospectus will not be, a “covered fund” for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956 (hereinafter referred to as the “Volcker Rule”). In reaching the conclusion described in subpart (ii) above, although other statutory or regulatory exclusions or exemptions under the Investment Company Act of 1940, as amended, and under the Volcker Rule and its related regulations may be available, the Issuer has determined that it may rely on the exemption from registration under the Investment Company Act provided by Rule 3a-7 thereunder, and, accordingly the Issuer

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may rely on the exemption from the definition of a covered fund under the Volcker Rule made available to entities that do not rely solely on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act for their exemption from registration under the Investment Company Act.

(c)    Other than the Prospectus, the Issuer (including its agents and representatives other than the Underwriters in their capacity as such) has not prepared, used or referred to and will not prepare, use or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the Time of Sale Information, (ii) any communication or document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act, or (iii) other written communication of the Issuer or its agents and representatives approved in writing in advance by the Underwriters. Each Issuer Free Writing Prospectus complied or, if used after the date hereof, will comply, in all material respects with the Act and the applicable rules and regulations promulgated thereunder and has been filed or will be filed in accordance with Rule 433 under the Act (to the extent required thereby).

(d)    The Issuer is not, and on the date on which the first bona fide offer of the Notes was made (within the meaning of Rule 164(h)(2) under the Act) was not, an “ineligible issuer”, as defined in Rule 405 under the Act.

(e)    The Issuer acknowledges that in connection with the offering of the Notes: (i) the Underwriters have acted at arms’ length, are not agents of, and owe no fiduciary duties to the Issuer or any other person, (ii) the Underwriters owe the Issuer only those duties and obligations set forth in this Agreement and (iii) the Underwriters may have interests that differ from those of the Issuer. The Issuer waives to the full

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extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Notes.

(f)    This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Notes, represents the entire agreement between the Issuer, Funding, Discover Bank, and the Underwriters with respect to the preparation of the Prospectus, and the conduct of the offering, and the purchase and sale of the Notes.

(g)    As of the Time of Delivery, the representations and warranties of the Issuer in the Indenture will be true and correct in all material respects (except to the extent any such representations and warranties relate to an earlier point in time, in which case such representations and warranties are true and correct as of such date).

(h)    The Issuer does not hold any “commodity interests” as such term is used in the definition of “commodity pool” under the Commodity Exchange Act.

3.    Subject to the terms and conditions herein set forth, upon the execution by all parties thereto of any Terms Agreement, the Issuer agrees to issue and sell and Funding agrees to cause the Issuer to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Issuer, at the purchase price specified in the Terms Agreement, the principal amount of Notes set forth opposite such Underwriter’s name in the Terms Agreement.

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4.    (a) From time to time, after the Registration Statement becomes effective, the several Underwriters propose to offer the Notes for sale upon the terms and conditions set forth in the Prospectus.

(b)    Each of the Underwriters severally and not jointly represents and agrees that it will not offer or sell or deliver any of the Notes in any jurisdiction except under circumstances that will result in compliance with the applicable laws thereof, and without limiting the foregoing, each of the Underwriters severally and not jointly represents and agrees that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by it in connection with the issue or sale of any securities in circumstances in which Section 21(1) of the FSMA does not apply to the issuer; and (ii) it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom. Each Underwriter, severally and not jointly, has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any retail investor in the European Economic Area. For the purposes of this provision, (A) the expression “retail investor” means a person who is one (or more) of the following: (I) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended) (“MiFID II”), (II) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (III) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended), (B) the expression “offer” includes

- 20 -

the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes and (C) the states comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden. Further, each Underwriter, severally and not jointly, has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any retail investor in the United Kingdom.    For the purposes of this provision, (A) the expression “retail investor” means a person who is one (or more) of the following: (I) a retail client, as defined in point (8) of article 2 of Regulation (EU) 2017/565, as it forms part of UK domestic law by virtue of The European Union (Withdrawal) Act 2018 (as amended, the “EUWA”); or (II) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) 600/2014, as it forms part of UK domestic law by virtue of the EUWA, and as amended; or (III) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of the EUWA and (B) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes.

(c)    Each of the Underwriters, severally and not jointly, represents that it will not, at any time that such Underwriter is acting as an “underwriter” (as defined in

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Section 2(a)(11) of the Act) with respect to the Notes, transfer, deposit or otherwise convey any Notes into a trust or other type of special purpose vehicle that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Notes, in which the Notes comprise greater than five percent of the asset pool of such trust or special purpose vehicle, without the prior written consent of Discover Bank, Funding, and the Issuer.

(d)    Each of the Underwriters, severally and not jointly, represents that on or prior to the Closing Date (as set forth in the Terms Agreement) it has not and it will not provide any Rating Information (as defined below) to a nationally recognized statistical rating organization hired by Discover Bank or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), unless a designated representative from Discover Bank participated in or participates in such communication; provided, however, that if an Underwriter received or receives an oral communication from a nationally recognized statistical rating organization hired by Discover Bank, such Underwriter was and is authorized to inform such nationally recognized statistical rating organization hired by Discover Bank that it will respond to the oral communication with a designated representative from Discover Bank or refer such nationally recognized statistical rating organization hired by Discover Bank to Discover Bank, who will respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information provided for the purpose of determining the initial credit rating for the Notes or undertaking credit rating surveillance on the Notes (as contemplated by paragraph (a)(3)(iii)(C) of Rule 17g-5).

(e)    Each of the Underwriters severally and not jointly represents that it has not engaged any third-party to provide due diligence services within the meaning of

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Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Master Trust in connection with the issuance and offering of the Notes.

5.    Notes to be purchased by each Underwriter hereunder and under the Terms Agreement shall be delivered by or on behalf of the Issuer to you for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price thereof in immediately available funds. Unless otherwise specified in the Terms Agreement, such delivery shall occur at the office of Mayer Brown LLP, Chicago, Illinois or such other place as you, Funding, and Discover Bank may agree upon in writing. The time and date of such delivery shall be set forth in the Terms Agreement or at such other time and date as you, Funding, and Discover Bank may agree upon in writing, such time and date being herein called the “Time of Delivery.” Unless otherwise specified in the Terms Agreement, the Notes shall be represented by definitive notes, registered in the name of Cede & Co., as nominee for The Depository Trust Company. Such definitive notes will be made available for inspection at least twenty-four hours prior to the Time of Delivery at the office of the Indenture Trustee, U.S. Bank National Association, 190 S. LaSalle Street, Chicago, IL 60603.

6.    Discover Bank, Funding, and the Issuer agree with each of the Underwriters:

(a)    Immediately following the execution of each Terms Agreement, Funding will prepare a Prospectus setting forth the amount of Notes covered thereby and the terms thereof, the price at which such Notes are to be purchased by the

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Underwriters from the Issuer, either the initial public offering price or the method by which the price at which such Notes are to be sold will be determined, the selling concessions and allowances, if any, and such other information as Funding deems appropriate in connection with the offering of such Notes, and neither Discover Bank nor Funding will make any further amendment or any supplement to the Registration Statement or Prospectus or prepare, use or refer to or file any Issuer Free Writing Prospectus, to the extent such amendment, supplement or Issuer Free Writing Prospectus occurs during the period for which any Underwriter has a requirement to deliver the Prospectus pursuant to Rule 174 under the Act, without first having furnished you with a copy of the proposed form thereof and given you a reasonable opportunity to review and will not use or refer to or file any such proposed amendment or supplement to the Registration Statement or Prospectus or Issuer Free Writing Prospectus to which you reasonably object; to advise you and your counsel promptly after it receives notice of the time when any post-effective amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus, any amended Prospectus or any Issuer Free Writing Prospectus has been filed and to furnish you and your counsel with copies thereof; to advise you and your counsel, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and in the event of the issuance of any such stop order or of any such order

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preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal.

(b)    Promptly from time to time to take such action as you may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes, provided that in connection therewith none of Discover Bank, Funding, or the Issuer shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.

(c)    To furnish the Underwriters with copies of the Prospectus and each Issuer Free Writing Prospectus in such quantities as you may from time to time reasonably request, and if at any time the delivery of a Prospectus is required by law in connection with the offering or sale of the Notes, and if at such time any event shall have occurred as a result of which the Prospectus or any Issuer Free Writing Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or any Issuer Free Writing Prospectus in order to comply with the Act, Funding will promptly notify you and prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and furnish without charge to each Underwriter and to any dealer in the Notes as many copies as you may from time to time reasonably request of

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such amended Prospectus or supplement to the Prospectus, or amended Issuer Free Writing Prospectus or supplement to such Issuer Free Writing Prospectus (as applicable), correcting such statement or omission or effecting such compliance, and in case any Underwriter is required to deliver a Prospectus in connection with sales of any Notes at any time nine months or more after the effective date of the Registration Statement, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as you may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act; provided, however, that any Underwriter’s consent to any amendment shall not constitute a waiver of any of the conditions of Section 7 of this Agreement.

(d)    Funding will cause the Issuer to make generally available to holders of the Notes, in accordance with Rule 158 under the Act or otherwise, as soon as practicable, but in any event not later than forty-five days after the end of the fourth full fiscal quarter (ninety days in the case of the last fiscal quarter in any fiscal year) following the fiscal quarter ending after the effective date of the Registration Statement, an earning statement of the Issuer (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve consecutive months beginning after the effective date of such Registration Statement.

(e)    To comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including, without limitation, timely filing with the Commission or retention where required and legending of such filings.

(f)    Each Underwriter covenants with Discover Bank, Funding, and the Issuer not to distribute any communication other than Time of Sale Information and any announcement communication, launch communication, subsequent guidance, update

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communication or any similar communication in substantially the form agreed to by Discover Bank, Funding, and the Underwriters without the prior written consent of Discover Bank and Funding.

(g)    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.

7.    The obligations of the several Underwriters hereunder shall be subject, in their discretion, to the condition that all representations and warranties and other statements of Discover Bank, Funding, and the Issuer herein are, at and as of the Time of Delivery, true and correct, the condition that Discover Bank, Funding, and the Issuer shall have performed all of their obligations hereunder theretofore to be performed, and the following additional conditions:

(a)    All actions required to be taken and all filings required to be made by Discover Bank, Funding, and the Issuer under the Act prior to the Time of Delivery for the Notes shall have been duly taken or made; and prior to the applicable Time of Delivery, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have

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been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission in connection with the Registration Statement shall have been complied with to the Commission’s satisfaction.

(b)    All corporate and statutory trust proceedings and related matters in connection with the organization of Discover Bank, Funding, and the Issuer, the validity of the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, the Indenture, the Trust Agreement, the Trust Certificate (as defined in the Trust Agreement) and the registration, authorization, issue, sale and delivery of the Notes shall have been satisfactory to counsel to the Underwriters, and such counsel shall have been furnished with such papers and information as they may reasonably have requested to enable them to pass upon the matters referred to in this subdivision (b).

(c)    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

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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 Trust Agreement, and the increase in the Series Investor Interest of the Collateral Certificate by the face amount of the Notes, will not conflict with or result in any breach which would constitute a material default under, or, except to the extent contemplated in the

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RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, the Collateral Certificate Transfer Agreement, the Trust Agreement, or the Indenture, result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Discover Bank, Funding, or DFS, material to Discover Bank, Funding, or DFS (whether or not consolidated), as applicable, considered as a whole, pursuant to the terms of, any material indenture, loan agreement or other agreement or instrument for borrowed money known to such counsel to which Discover Bank, Funding, or DFS is a party or by which Discover Bank, Funding, or DFS may be bound or to which any of the property or assets of Discover Bank, Funding, or DFS, material to Discover Bank, Funding, or DFS (whether or not consolidated), as applicable, considered as a whole, is subject, nor will such action result in any material violation of the provisions of the Certificate of Incorporation, as amended, or the By-Laws of Discover Bank or the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Funding, or to the best knowledge of such counsel, any statute or any order, rule or regulation applicable to Discover Bank or Funding of any court or any Federal regulatory authority or other governmental body having jurisdiction over Discover Bank or Funding other than the Act, the Exchange Act, the Trust Indenture Act and the Investment Company Act and the rules and regulations under each of such acts and other than the securities laws of the various states or other jurisdictions which are applicable to the issue and sale of the Notes and other state laws relating to the perfection of security interests; and, to the best knowledge of such counsel, no consent, approval, authorization or other order of, or filing with, any court or any Federal regulatory authority or other governmental body having jurisdiction over Discover Bank or Funding is required for the consummation by

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Discover Bank or Funding of the transactions contemplated by the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, the Collateral Certificate Transfer Agreement, the Trust Agreement, the Series Supplement, this Agreement, the Terms Agreement and the Collateral Certificate Transfer Agreement, and the increase in the Series Investor Interest of the Collateral Certificate except as may be required under the Act, the Exchange Act, the Trust Indenture Act and the Investment Company Act and securities laws of the various states or other jurisdictions in which the Notes will be offered and sold, and Delaware law generally, and except for the filing of any financing or continuation statement required to perfect or continue the Master Trust’s interest in the Receivables or the Issuer’s interest in the Collateral.

(v)    The RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, the Collateral Certificate Transfer Agreement and the Trust Agreement have been duly authorized, executed and delivered on the part of Discover Bank and Funding, as applicable, and as to Discover Bank and Funding are valid and binding instruments enforceable in accordance with their terms except as the foregoing may be limited by insolvency, bankruptcy, fraudulent conveyance or similar laws affecting creditors’ rights (or, as to Discover Bank and Funding, respectively, the rights of creditors of Delaware banking corporations and the rights of creditors of Delaware limited liability companies) generally or by general equity principles; the Pooling and Servicing Agreement and the Trust Agreement are not required to be qualified under the Trust Indenture Act; the Master Trust and Funding are not now, and immediately following the issuance of the Notes pursuant to the Indenture and the application of the proceeds therefrom as described in the Prospectus will not

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be, required to be registered under the Investment Company Act; and the Collateral Certificate has been duly authorized, executed, issued and delivered is validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement, except as the foregoing may be limited by insolvency, bankruptcy, fraudulent conveyance or similar laws affecting creditors’ rights (or, as to Discover Bank and Funding, respectively, the rights of creditors of Delaware banking corporations and the rights of creditors of Delaware limited liability companies) generally or by general equity principles.

(vi)    The Registration Statement, as of its most recent effective date prior to the Time of Sale, and the Preliminary Prospectus and the Prospectus, as of their respective dates, complied as to form in all material respects with the requirements of the Act and the rules and regulations under the Act; it being understood, however, that such counsel need express no opinion as to the financial and statistical data included therein or excluded therefrom or the exhibits to the Registration Statement and that except as and to the extent specifically set forth in (A) the opinion of such counsel dated as of the Closing Date with respect to federal tax matters, and (B) the opinion of such counsel dated as of the Closing Date with respect to the discussion contained in the Prospectus of matters relating to the Employee Retirement Income Security Act of 1974, as amended, and with respect to descriptions contained in the Preliminary Prospectus and the Prospectus of this Agreement, the Transaction Documents (as defined in such opinion) and the Collateral Certificate, such counsel need not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Preliminary Prospectus, or the Prospectus.

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(vii)    In rendering such opinion, counsel may rely to the extent they deem appropriate upon certificates of officers or other executives of Discover Bank, Funding, and their affiliates and of public officials as to factual matters and upon opinions of other counsel. Such counsel shall also state that nothing has come to their attention which has caused them to believe that the Registration Statement as of its effective date or the Time of Sale Information as of the date thereof and as of the Time of Sale or the Prospectus as of the date thereof and as of the applicable Time of Delivery (other than financial, statistical and accounting data therein, as to which such counsel need express no belief) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

(d)    Counsel to the Issuer 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)    The Issuer is validly existing as a statutory trust in good standing under the laws of the State of Delaware.

(ii)    This Agreement and the Terms Agreement have been duly authorized, executed and delivered on the part of the Issuer.

(iii)    The compliance by the Issuer with all of the provisions of this Agreement, the Terms Agreement, the Asset Representations Review Agreement, the Risk Retention Agreement, the Indenture and the Trust Agreement and the delivery of the Notes and the Trust Certificate (as defined in the Trust Agreement) will not conflict with or result in any breach which would constitute a material default under, or, except to the extent contemplated in the Pooling and Servicing Agreement or the Indenture,

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result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer, material to the Issuer considered as a whole, pursuant to the terms of, any indenture, loan agreement or other agreement or instrument for borrowed money known to such counsel to which the Issuer is a party or by which the Issuer may be bound or to which any of the property or assets of the Issuer, material to the Issuer considered as a whole, is subject, nor will such action result in any material violation of the provisions of the Trust Agreement, or to the best knowledge of such counsel, any statute or any order, rule or regulation applicable to the Issuer of any court or any Federal, State or other regulatory authority or other governmental body having jurisdiction over the Issuer other than the Act, the Exchange Act, the Trust Indenture Act and the Investment Company Act and the rules and regulations under each of such acts and other than the securities laws of the various states or other jurisdictions which are applicable to the issue and sale of the Notes and other state laws relating to the perfection of security interests; and, to the best knowledge of such counsel, no consent, approval, authorization or other order of, or filing with, any court or any such regulatory authority or other governmental body is required for the issue and sale of the Notes except as may be required under the Act, the Exchange Act, the Trust Indenture Act and the Investment Company Act and securities laws of the various states or other jurisdictions which are applicable to the issue and sale of the Notes and except for the filing of any financing or continuation statement required to perfect or continue the Issuer’s interest in the Collateral.

(iv)    The Indenture has been duly authorized, executed and delivered on the part of the Issuer and as to the Issuer is a valid and binding instrument enforceable in accordance with its terms except as the foregoing may be limited by insolvency,

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bankruptcy, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights or by general equity principles; the Indenture is qualified under the Trust Indenture Act; (i) the Issuer is not now, and immediately following the issuance of the notes pursuant to the Indenture and the application of the proceeds therefrom as described in the Prospectus will not be, required to be registered under the Investment Company Act and (ii) Issuer is not now, and immediately following the issuance of the notes pursuant to the Indenture and the application of the proceeds therefrom as described in the Prospectus will not be, a “covered fund” for purposes of the Volcker Rule (and explaining the basis for that conclusion); and the Notes have been duly authorized and (assuming their due authentication by the Indenture Trustee) have been duly executed, issued and delivered and constitute valid and binding obligations of the Issuer in accordance with their terms, enforceable in accordance with the terms of the Indenture, except as the foregoing may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general equity principles.

(e)    Counsel to Discover Bank and Funding shall have furnished you with an opinion in form and substance satisfactory to you and your counsel, to the effect that:

(i)    Each of this Agreement, the Terms Agreement, the RSCA, the Asset Representations Review Agreement, the Risk Retention Agreement, the Pooling and Servicing Agreement, the Indenture, the Collateral Certificate and the Notes conform in all material respects to the descriptions thereof contained in the Registration Statement, as of its most recent effective date prior to the Time of Sale, the Preliminary Prospectus, and the Prospectus.

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(ii)    The statements in the Preliminary Prospectus and the Prospectus under the heading “U.S. Federal Income Tax Consequences,” to the extent that they constitute matters of law or legal conclusions with respect thereto relating to federal income tax matters, have been reviewed by such counsel and are correct in all material respects.

(iii)    Although no transaction closely comparable to that contemplated in the Preliminary Prospectus or the Prospectus has been the subject of any Treasury Regulation, revenue ruling or judicial decision, (A) the Notes will be characterized as debt for U.S. federal income tax purposes and (B) each of the Issuer and the Master Trust will not be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes following the issuance of the Notes.

(iv)    The statements in the Preliminary Prospectus and the Prospectus under the heading “ERISA Considerations,” to the extent they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects.

(f)    Counsel to Discover Bank and Funding shall have furnished you with (i) an opinion in form and substance satisfactory to you and your counsel, with respect to certain matters relating to the transfer by Discover Bank of the Receivables to Funding and by Funding to the Master Trust, with respect to the applicability of certain provisions of the Federal Deposit Insurance Act, as amended by the Financial Institutions, Reform, Recovery and Enforcement Act of 1989, with respect to the effect of receivership of Discover Bank on such interest in the Receivables and with respect to other related matters in a form approved by you and your counsel and (ii) an opinion or opinions of Delaware counsel to Discover Bank and Funding, dated the Closing Date, in

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form and substance satisfactory to the Representatives and their counsel with respect to the perfection of Funding’s and the Master Trust’s interests in the Receivables and certain other matters.

(g)    You shall have received evidence satisfactory to you that, on or before the Time of Delivery, UCC-1 financing statements have been filed (i) in the offices of the Secretary of State of Delaware, reflecting the interests of Funding and the Master Trust in the Receivables and (ii) in the offices of the Secretary of State of the State of Delaware, reflecting the interests of the Indenture Trustee in the Collateral and the proceeds thereof.

(h)    Delaware counsel to the Issuer and counsel to Discover Bank and Funding shall have furnished you with an opinion or opinions, dated the Closing Date, in form and substance satisfactory to you and your counsel, with respect to (i) the perfection and priority of the Issuer’s interest in the Collateral Certificate and (ii) the grant of the Collateral Certificate and the proceeds thereof to the Indenture Trustee for the benefit of the Noteholders and with respect to the perfection of the Indenture Trustee’s interest in the Collateral, including the Collateral Certificate, and the proceeds thereof.

(i)    Delaware counsel to the Issuer shall have furnished you with an opinion, dated the Closing Date, in form and substance satisfactory to you and your counsel, to the effect that:

(i)    The Issuer has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del.C. § 3801, et seq. (referred to in this subsection as the “Act”).

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(ii)    The Trust Agreement is a legal, valid and binding obligation of the Owner Trustee and the Beneficiary, enforceable against the Owner Trustee and the Beneficiary, in accordance with its terms.

(iii)    The Trust Agreement and the Act authorize the Issuer to execute and deliver the Indenture and the other transaction documents referred to in such opinion (collectively referred to in this subsection as the “Trust Documents”), to issue the Notes and the trust certificate (referred to in this subsection as the “Trust Certificate”) and to grant the Collateral to the Indenture Trustee as security for the Notes.

(iv)    The Issuer has the power and authority, pursuant to the Trust Agreement and the Act, to execute, deliver and perform its obligations under the Trust Documents, the Notes and the Trust Certificate and the execution and delivery of such agreements and obligations have been duly authorized.

(v)    The Trust Certificate has been validly issued and is entitled to the benefits of the Trust Agreement.

(vi)    Neither the execution, delivery and performance by the Issuer of the Trust Documents, the Notes or the Trust Certificate, nor the consummation by the Issuer of any of the transactions by the Issuer contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the certificate of trust with the Delaware Secretary of State (which certificate of trust has been duly filed) and the filing of any financing statements with the Delaware Secretary of State in connection with the Trust Documents.

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(vii)    Neither the execution, delivery and performance by the Issuer of the Trust Documents, nor the consummation by the Issuer of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Issuer.

(viii)    Under § 3805(b) of the Act, no creditor of the holder of the Trust Certificate shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Issuer except in accordance with the terms of the Trust Agreement.

(ix)    Under § 3808(a) and (b) of the Act, the Issuer may not be terminated or revoked by the Beneficiary, and the dissolution, termination or bankruptcy of any holder of the Owner Certificate (as defined in the Trust Agreement) shall not result in the termination or dissolution of the Issuer, except to the extent otherwise provided in the Trust Agreement.

(x)    The Owner Trustee is not required to hold legal title to the Trust Estate in order for the Issuer to qualify as a statutory trust under the Act.

(xi)    The Beneficiary is the sole beneficial owner of the Issuer.

(j)    At the Time of Delivery, you shall have received a letter or letters, dated the respective date of delivery thereof, from certified public accountants (who shall be satisfactory to you), in form and substance satisfactory to you.

(k)    (i) 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

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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.

(l)    Subsequent to the date of the Terms Agreement none of (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ National Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, or any successor entity of any such exchange, (ii) any moratorium on commercial banking activities shall have been declared by either Federal or New York State authorities, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) the United States shall have become engaged in the outbreak or escalation of hostilities involving the United States or there has been a declaration by the United States of a national emergency or a declaration of war or (v) there shall have occurred any change in financial markets or any other calamity or crisis that, in your judgment, is material and adverse, any of which events, singly or together with any other event specified in this subsection (l) makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Notes on the terms and in the manner contemplated in the Prospectus.

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(m)    The Ratings Issuer Free Writing Prospectus shall have been filed with the Commission, and the Representatives shall have received evidence of ratings letters that are reasonably satisfactory to the Underwriters.

(n)    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.

(o)    You shall have received confirmation of receipt by Discover Bank of ratings letters from each nationally recognized statistical rating organization hired by Discover Bank.

(p)    Counsel to the Asset Representations Reviewer shall have furnished to you with an opinion, dated the Closing Date, in form and substance satisfactory to you and your counsel, relating to the Asset Representations Reviewer and the Asset Representations Review Agreement.

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

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Delivery by you. Notice of such cancellation shall be given to the Issuer, Funding, and Discover Bank in writing or by telephone or telecopy confirmed in writing prior to the Time of Delivery.

8.    (a) Except as expressly set forth in this Agreement, Discover Bank, Funding, and the Issuer will pay all expenses incidental to the performance of their obligations under this Agreement and will reimburse each Underwriter for any expenses reasonably incurred by it in connection with qualification of the Notes and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may reasonably designate (including reasonable fees and disbursements of their counsel) and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Notes, for the cost incurred with the preparation and filing of the Registration Statement, the Time of Sale Information, the Prospectus and any Issuer Free Writing Prospectus. Except as specifically provided in this Section and in Section 9 of this Agreement, each Underwriter will pay all of its own costs and expenses (including the fees and disbursements of counsel), transfer taxes on resales of Notes by it and any advertising expenses connected with any offers it may make.

(b)    If the sale of the Notes provided for herein is not consummated because of (i) any condition to the obligations of the Underwriters set forth in Section 7 of this Agreement is not satisfied, (ii) any refusal, inability or failure on the part of Discover Bank, Funding, or the Issuer to perform any agreement herein or to comply with any provision hereof or (iii) any breach of a representation or warranty herein on the part of Discover Bank, Funding, or the Issuer, Discover Bank or Funding will reimburse the Underwriters upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by the

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Underwriters in connection with the proposed purchase, sale and offering of the Notes, provided, however, that with respect to clauses (ii) and (iii) above, if such refusal, inability or failure or such breach of such representation or warranty occurs solely by reason of a default by an Underwriter, then neither Discover Bank nor Funding shall reimburse such defaulting Underwriter for any of its out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by such defaulting Underwriter in connection with the proposed purchase, sale and offering of the Notes.

(c)    The provisions of this Section 8 shall survive termination of this Agreement and the Terms Agreement.

9.    (a) 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

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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 information previously provided to the Underwriters) if Discover Bank or Funding had previously furnished copies thereof to such Underwriter prior to the Time of Sale.

(b)    Each Underwriter, severally and not jointly, will indemnify and hold harmless Discover Bank and Funding against any losses, claims, damages or liabilities to which Discover Bank or Funding 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, any Issuer Free

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Writing Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, 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 (in the case of the Registration Statement, Issuer Free Writing Prospectus or the Prospectus, or any amendment or supplement thereto) necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was 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 will reimburse Discover Bank and Funding for any legal or other expenses reasonably incurred by Discover Bank and Funding in connection with investigating or defending any such action or claim.

(c)    Within a reasonable period after receipt by an indemnified party under subdivision (a) or (b) above of notice of the commencement of any action with respect to which indemnification is sought under such subdivision or contribution may be sought under subdivision (d) below, such indemnified party shall notify the indemnifying party in writing of the commencement thereof, but no failure to or delay in providing such notice shall relieve the indemnifying party of any liability under such subdivisions except to the extent that such indemnifying party is materially prejudiced thereby. In case any such action shall be brought against any indemnified party, the indemnifying party shall be entitled to participate therein, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the

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indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. If the named parties in any action (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties at the expense of the indemnifying party, such counsel selection to be subject to the approval of the indemnifying party (such approval not to be unreasonably withheld); provided, however, that the indemnifying party shall not be responsible for the expenses of more than one separate counsel for all indemnified parties (including one local counsel, if necessary, in the applicable jurisdiction). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is an actual or potential party and indemnity has been sought hereunder by such indemnified party or such party would be entitled to indemnity hereunder, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any Underwriter or controlling person. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be

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unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify any indemnified party from and against any loss or liability by reason of such settlement or judgment.

(d)    If the indemnification provided for in this Section 9 is unavailable to an indemnified party under subdivision (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) (i) in such proportion as is appropriate to reflect the relative benefits received by Discover Bank and Funding on the one hand and the Underwriters on the other from the offering of the Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of Discover Bank and Funding on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by Discover Bank and Funding on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Issuer or Funding bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Discover Bank and Funding on

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the one hand and the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission of Discover Bank and Funding on the one hand and the Underwriters, directly or through you, on the other hand. With respect to any Underwriter, such relative fault shall also be determined by reference to the extent (if any) to which such losses, claims, damages or liabilities (or actions in respect thereof) result from the fact that such Underwriter sold the Notes to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, copies of the Time of Sale Information if Discover Bank or Funding had previously furnished copies thereof to such Underwriter. Discover Bank, Funding, and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subdivision (d) were determined by per capita allocation among the indemnifying parties (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subdivision (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subdivision (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subdivision (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by it in connection with such Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or

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alleged omission, provided, however, that if the total underwriting discounts and commissions do not exceed the amount of any damages which such Underwriter has otherwise been required to pay, such Underwriter shall not be required to make any contribution. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters in this subdivision (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e)    The obligations of Discover Bank and Funding under this Section 9 shall be in addition to any liability which Discover Bank or Funding may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of Discover Bank and Funding and to each person, if any, who controls Discover Bank and Funding within the meaning of Section 15 of the Act.

(f)    The provisions of this Section 9 shall survive termination of this Agreement and the Terms Agreement.

10.    Each Underwriter hereby agrees that it shall not institute against, or join any other person or entity in instituting against the Issuer or the Master Trust any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under United States federal or state laws, or other bankruptcy or similar laws, in connection with any obligations owing to it until at least

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one year and one day from the date of the Time of Sale or, if longer, the applicable preference period then in effect. Each Underwriter hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and that such Underwriter will not have any recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby. Notwithstanding any other provisions hereof, recourse in respect of any obligations of the Issuer to each Underwriter will be limited to such funds that are available to the Issuer under the Indenture and upon the exhaustion thereof all obligations of, and claims against, the Issuer arising from this Agreement or any transactions contemplated hereby or thereby shall be extinguished and shall not thereafter revive.

11.    (a) If any Underwriter shall default in its obligation to purchase the Notes which it has agreed to purchase hereunder and under the Terms Agreement, you may in your discretion arrange for yourselves or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Notes, then Discover Bank Funding, and the Issuer shall be entitled to a further period of thirty-six hours within which to procure another party or other parties to purchase such Notes on such terms. In the event that, within the respective prescribed periods, you notify Discover Bank, Funding, and the Issuer that you have so arranged for the purchase of such Notes, or either Discover Bank, Funding, or the Issuer notifies you that it has so arranged for the purchase of such Notes, you, Discover Bank, Funding, or the Issuer shall have the right to postpone the Time of Delivery for such Notes for a period of not more than seven

- 50 -

days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and Discover Bank, Funding, and the Issuer agree to file promptly any amendments or supplements to the Registration Statement or the Prospectus which may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes.

(b)    If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by you, Discover Bank, Funding, and the Issuer as provided in subdivision (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then Discover Bank, Funding, and the Issuer shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes which such Underwriter agreed to purchase hereunder and under the Terms Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Notes which such Underwriter agreed to purchase hereunder and under the Terms Agreement) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c)    If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by you, Discover Bank, Funding, and the Issuer as provided in subdivision (a) above, the aggregate principal amount of Notes

- 51 -

which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, as referred to in subdivision (b) above, or if none of Discover Bank, Funding, and the Issuer exercises the right described in subdivision (b) above to require non-defaulting Underwriters to purchase Notes of a defaulting Underwriter or Underwriters, then the agreement constituted by this Agreement and the Terms Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, Discover Bank, Funding, or the Issuer, except for the expenses to be borne by Discover Bank, Funding, and the Issuer as provided in Section 8 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

12.    The respective indemnities, agreements, representations, warranties and other statements of Discover Bank, Funding, the Issuer and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, Discover Bank or any officer or director or controlling person of Discover Bank, Funding or any officer or director or controlling person of Funding, or the Issuer or any officer or director or controlling person of the Issuer, and shall survive delivery of and payment for the Notes. Anything herein to the contrary notwithstanding, the indemnity agreement of Discover Bank, Funding, and the Issuer in subdivisions (a) and (e) of Section 9 hereof, the representations and warranties in subdivisions (b) and (c) of Section 1 hereof and any representation or warranty as to the accuracy of the Registration Statement or the Prospectus as amended or supplemented contained in any certificate furnished by Discover Bank,

- 52 -

Funding, or the Issuer pursuant to subdivision (i) of Section 7 hereof, insofar as they may constitute a basis for indemnification for liabilities (other than payment by Discover Bank, Funding, or the Issuer of expenses incurred or paid in the successful defense of any action, suit or proceeding) arising under the Act, shall not extend to the extent of any interest therein of an Underwriter or a controlling person of an Underwriter if a director, officer or controlling person of Discover Bank, Funding, or the Issuer when the Registration Statement becomes effective or a person who, with his consent, is named in the Registration Statement as being about to become a director of Discover Bank, Funding, or the Issuer, is a controlling person of such Underwriter, except in each case to the extent that an interest of such character shall have been determined by a court of appropriate jurisdiction as not against public policy as expressed in the Act. Unless in the opinion of counsel for Discover Bank, Funding, and the Issuer the matter has been settled by controlling precedent, Discover Bank, Funding, and the Issuer will, if a claim for such indemnification is asserted, submit to a court of appropriate jurisdiction the question whether such interest is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

13.    If this Agreement or the Terms Agreement shall be terminated pursuant to Section 7 or 11 hereof, none of Discover Bank, Funding, and the Issuer shall be under any liability to any Underwriter hereunder or thereunder except as provided in Section 8 and Section 9 hereof; but, if for any other reason the Notes are not delivered by or on behalf of Discover Bank, Funding, and the Issuer as provided herein, Discover Bank, Funding, and the Issuer will reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale

- 53 -

and delivery of the Notes, but none of Discover Bank, Funding, and the Issuer shall then be under any further liability to any Underwriter with respect to the Notes except as provided in Section 8 and Section 9 hereof.

14.    In all dealings hereunder, you shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you, or by the Representatives on behalf of you. All statements, requests, notices and agreements hereunder shall be in writing or by telegram if promptly confirmed in writing and if to the Underwriters shall be sufficient in all respects, if delivered or sent by registered mail to you jointly to the addresses for the Representatives set forth on the first page hereof, if to Discover Bank shall be sufficient in all respects if delivered or sent by registered mail to Discover Bank at 12 Read’s Way, New Castle, Delaware 19720, Attention: President, if to Funding shall be sufficient in all respects if delivered or sent by registered mail to Funding at 12 Read’s Way, New Castle, Delaware 19720 and if to the Issuer shall be sufficient in all respects if delivered or sent by registered mail to the Issuer at c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, DE 19890, Attention: Corporate Trust Administration.

15.    This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, Discover Bank, Funding, the Issuer and, to the extent provided in Section 9 and Section 12 hereof, their respective controlling persons and the officers, directors and employees of such persons and controlling persons, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Notes from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

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16.    Time shall be of the essence of this Agreement.

17.    This Agreement shall be construed in accordance with the laws of the State of New York. “Business day” as used herein shall mean any day when the Commission’s office in Washington, D.C. is normally open for business.

18.    Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.

19.    Each of this Agreement and the related Terms Agreement may be executed by any one or more of the parties hereto or thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. The words “executed,” “signed,” “signature,” and words of like import in this Agreement and the related Terms Agreement or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated,

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received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

20.    Each party hereto (i) waives any right it may have to a jury trial and (ii) consents and submits to the non-exclusive jurisdiction of state or federal courts located in the State of New York, with respect to any legal proceeding in any way related to, or arising out of, this Agreement, the Terms Agreement or the matters contemplated hereby or thereby.

21.    Notwithstanding any prior termination of this Agreement, each of the Underwriters and each of Discover Bank and Funding agrees that it shall not at any time acquiesce, petition or otherwise invoke or cause Funding to invoke the process of the United States of America, any State or other political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government for the purpose of commencing or sustaining a case by or against Funding under a federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of Funding all or any part of Funding’s property or assets, or ordering the winding up or liquidation of the affairs of Funding.

22.    Recognition of the U.S. Special Resolution Regimes:

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(a)    In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b)    In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For the purposes of this Section 22, (i) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k), (ii) “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b), (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable, and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

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If the foregoing is in accordance with your understanding, please sign and return five counterparts hereof and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters, Discover Bank, Funding, and the Issuer.

[Signature Page to DCENT Class A(2021-2) Underwriting Agreement]

Accepted as of the date hereof:

[Signature Page to DCENT Class A(2021-2) Underwriting Agreement]

[Signature Page to DCENT Class A(2021-2) Underwriting Agreement]

[Signature Page to DCENT Class A(2021-2) Underwriting Agreement]

[Signature Page to DCENT Class A(2021-2) Underwriting Agreement]

[Signature Page to DCENT Class A(2021-2) Underwriting Agreement]

Exhibit A

DISCOVER CARD EXECUTION NOTE TRUST

DISCOVERSERIES

Class [                ]([                ])

ASSET BACKED NOTES

TERMS AGREEMENT

Dated: [                ] [    ], [                ]

Series Designation:

Registration Statement:

Title of Securities:

Discover Card Execution Note Trust, DiscoverSeries Class [                ]([                ]) Notes (the “Notes”).

Initial Principal Amount of Notes:

[Aggregate outstanding balance of Receivables in the Discover Card Master Trust I as of [                ] [    ], [                ]: $[                ].]

Expected Date of Terms Document: [                ] [    ], [                ].

Expected Date of Risk Retention Agreement: [                ] [    ], [    ].

Interest Rate or Formula: [                ].

Time of Sale:

[    ]:[    ] [a.m.][p.m.] New York City time on [                ] [    ], [                ].

Time of Sale Information:

(1) The Preliminary Prospectus dated [                ] [    ], [                ] for the DiscoverSeries Class [                ]([                ]) Notes (the “Preliminary Prospectus”), attached as Annex 1 hereto, filed pursuant to Rule 424(h) of the Securities Act of 1933, including the reports and documents incorporated by reference into the Preliminary Prospectus [and] (2) the Ratings Issuer Free Writing Prospectus dated [                ] [    ], [                ], attached as Annex 2 hereto, filed in accordance with Rule 433 of the Securities Act of 1933, which discloses the expected ratings to be assigned to the Notes by the nationally recognized statistical rating organizations hired by [Discover Bank] [and (3) the Pricing Term Sheet].]

If, subsequent to the Time of Sale, it is determined that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Underwriters have terminated their old purchase contracts and entered into new purchase contracts with purchasers of the Notes, then “Time of Sale Information” will also include any information that corrects such material misstatements or omissions, together with any other information, to the extent it is made available to purchasers at the time of entry into the last such new purchase contract such that “Time of Sale Information” no longer includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (“Corrective Information”).

Underwriter Information:

“Underwriter Information” shall mean the written information furnished to Discover Bank, Discover Funding LLC, and Discover Card Execution Note Trust by the Underwriters for use in the Prospectus and confirmed in the “blood letter” from the Underwriters to Discover Bank, Discover Funding LLC, and Discover Card Execution Note Trust dated the Closing Date.

[Pricing Term Sheet:

A copy of the Pricing Term Sheet, dated as of [                ] [    ], [                ], relating to the Discover Card Execution Note Trust, the DiscoverSeries Class [                ]([                ]) Notes (the “Pricing Term Sheet”), a document prepared by Discover Funding LLC and Discover Card Execution Note Trust and filed as an issuer free writing prospectus that contains final transaction terms for Discover Card Execution Note Trust, DiscoverSeries Class [                ]([                ]) Notes, is attached as Annex 3 hereto. The Underwriters shall have delivered the information set forth on the Pricing Term Sheet to potential investors in the Notes prior to entering into a purchase contract with the investor for the purchase of such Notes.]

- 2 -

Terms of Sale:

The purchase price for the Notes to the Underwriters will be

[    ]% of the aggregate principal amount of the Notes.

The Underwriters will offer the Notes to the public at a price equal to

[    ]% of the aggregate principal amount of the Notes.

Closing Date: [            ] [    ], [            ], or such other date as may be agreed upon in writing.

Time of Delivery: [    ]:[    ] [a.m.][p.m.], Chicago, Illinois Time, on the Closing Date, or at such other time as may be agreed upon in writing.

- 3 -

Notwithstanding anything in the Agreement or in this Terms Agreement to the contrary, the Agreement and this Terms Agreement constitute the entire agreement and understanding among the parties hereto with respect to the purchase and sale of the Notes. This Terms Agreement may be amended only by written agreement of the parties hereto.

[Signature Page to Exhibit A to Underwriting Agreement]

SCHEDULE I

UNDERWRITERS

$[                ] Discover Card Execution Note Trust, DiscoverSeries Class [    ]([    ]) Notes

ANNEX 1

[PRELIMINARY PROSPECTUS]

ANNEX 2

[RATINGS ISSUER FREE WRITING PROSPECTUS]

[ANNEX 3]

[PRICING TERM SHEET]

Exhibit 1.4

DISCOVER CARD EXECUTION NOTE TRUST

DISCOVERSERIES

Class A(2021-2)

ASSET BACKED NOTES

TERMS AGREEMENT

Dated: September 20, 2021

DISCOVER BANK

DISCOVER FUNDING LLC

Series Designation:

DiscoverSeries.

Registration Statement:

Nos. 333-228025, 333-228025-01 and 333-228025-02.

Title of Securities:

Discover Card Execution Note Trust, DiscoverSeries Class A(2021-2) Notes (the “Notes”).

Initial Principal Amount of Notes:

$600,000,000.

Aggregate outstanding balance of Receivables in the Discover Card Master Trust I as of August 31, 2021:

$24,887,417,625.

Expected Date of Terms Document: September 27, 2021.

Expected Date of Risk Retention Agreement: September 27, 2021.

Interest Rate or Formula: 1.03% per year.

Time of Sale: 4:58 p.m. New York City time on September 20, 2021.

Time of Sale Information:

(1) The Preliminary Prospectus dated September 15, 2021 for the DiscoverSeries Class A(2021-2) Notes (the “Preliminary Prospectus”), attached as Annex 1 hereto, filed pursuant to Rule 424(h) of the Securities Act of 1933, including the reports and documents incorporated by reference into the Preliminary Prospectus and (2) the Ratings Issuer Free Writing Prospectus dated September 15, 2021, attached as Annex 2 hereto, filed in

accordance with Rule 433 of the Securities Act of 1933, which discloses the expected ratings to be assigned to the DiscoverSeries Class A(2021-2) Notes by the nationally recognized statistical rating organizations hired by Discover Bank.

If, subsequent to the Time of Sale, it is determined that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Underwriters have terminated their old purchase contracts and entered into new purchase contracts with purchasers of the Notes, then “Time of Sale Information” will also include any information that corrects such material misstatements or omissions, together with any other information, to the extent it is made available to purchasers at the time of entry into the last such new purchase contract such that “Time of Sale Information” no longer includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (“Corrective Information”).

Underwriter Information:

“Underwriter Information” shall mean the written information furnished to Discover Bank, Discover Funding LLC, and Discover Card Execution Note Trust by the Underwriters for use in the Prospectus and confirmed in the “blood letter” from the Underwriters to Discover Bank, Discover Funding LLC, and Discover Card Execution Note Trust dated the Closing Date.

Terms of Sale:

The purchase price for the Notes to the Underwriters will be

99.65286% of the aggregate principal amount of the Notes.

The Underwriters will offer the Notes to the public at a price equal to

99.95286% of the aggregate principal amount of the Notes.

Closing Date: September 27, 2021, or such other date as may be agreed upon in writing.

Time of Delivery: 9:05 a.m., Chicago, Illinois Time, on the Closing Date, or at such other time as may be agreed upon in writing.

- 2 -

Notwithstanding anything in the Agreement or in this Terms Agreement to the contrary, the Agreement and this Terms Agreement constitute the entire agreement and understanding among the parties hereto with respect to the purchase and sale of the Notes. This Terms Agreement may be amended only by written agreement of the parties hereto.

[Signature Page to Class A(2021-2) Terms Agreement]

[Signature Page to Class A(2021-2) Terms Agreement]

[Signature Page to Class A(2021-2) Terms Agreement]

[Signature Page to Class A(2021-2) Terms Agreement]

[Signature Page to Class A(2021-2) Terms Agreement]

[Signature Page to Class A(2021-2) Terms Agreement]

SCHEDULE I

UNDERWRITERS

$600,000,000 Discover Card Execution Note Trust, DiscoverSeries Class A(2021-2) Notes

[Schedule I]

ANNEX 1

[PRELIMINARY PROSPECTUS]

ANNEX 2

[RATINGS ISSUER FREE WRITING PROSPECTUS]

Exhibit 4.1

DISCOVER CARD EXECUTION NOTE TRUST

Issuer

and

U.S. BANK NATIONAL ASSOCIATION

Indenture Trustee

CLASS A(2021-1) TERMS DOCUMENT

Dated as of September 27, 2021

to

SECOND AMENDED AND RESTATED INDENTURE SUPPLEMENT

Dated as of December 22, 2015

for the DiscoverSeries Notes

to

AMENDED AND RESTATED INDENTURE

Dated as of December 22, 2015

TABLE OF CONTENTS

-i-

THIS CLASS A(2021-1) 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 September 27, 2021.

Pursuant to this Terms Document, the Issuer shall create a new Tranche of Class A Notes of the DiscoverSeries and shall specify the principal terms thereof.

ARTICLE I

Definitions and Other Provisions of General Application

Section 1.01    Definitions. For all purposes of this Terms Document, except as otherwise expressly provided or unless the context otherwise requires:

(1)    the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(2)    all other terms used herein which are defined in the Indenture Supplement or the Indenture, either directly or by reference therein, have the meanings assigned to them therein;

(3)    all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation;

(4)    all references in this Terms Document to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Terms Document; the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Terms Document as a whole and not to any particular Article, Section or other subdivision;

(5)    in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture Supplement or the Indenture, the terms and provisions of this Terms Document shall be controlling, but solely with respect to the Class A(2021-1) Notes;

(6)    each capitalized term defined herein shall relate only to the Class A(2021-1) Notes and no other Tranche of Notes issued by the Issuer;

(7)    “including” and words of similar import will be deemed to be followed by “without limitation”; and

(8)    for purposes of determining any amount or making any calculation hereunder, such amount or calculation, (x) if specified to be as of the first day of any Due Period, shall (a) include any Notes issued during such Due Period as if such Notes had been outstanding on the first day of such Due Period and (b) give effect to any payments, deposits or other allocations made on the Distribution Date related to the prior Due Period and (y) if specified to be as of the close of business on the last day of any Due Period shall give effect to any payments, deposits or other allocations made on the related Distribution Date.

“Accumulation Amount” means $95,833,333.34; provided, however, if the commencement of the Accumulation Period is delayed in accordance with Section 2.11 hereof, the Accumulation Amount shall be determined in accordance with the definition of “Accumulation Amount” in the Indenture Supplement.

“Accumulation Commencement Date” means September 1, 2023, or such later date as the Calculation Agent on behalf of the Issuer determines in accordance with Section 2.11 hereof.

“Accumulation Period” has the meaning set forth in the Indenture Supplement.

“Accumulation Period Length” means 12 months; provided, however, if the commencement of the Accumulation Period is adjusted in accordance with Section 2.11 hereof, the Accumulation Period Length shall be determined in accordance with the definition of “Accumulation Period Length” in the Indenture Supplement.

“Accumulation Reserve Funding Period” shall not apply if the Calculation Agent on behalf of the Issuer notifies the Indenture Trustee that it expects the Accumulation Period Length to be adjusted to one (1) month, and otherwise shall mean a period commencing on the first Distribution Date on which a condition in the right column of the following table was in effect on the immediately preceding Distribution Date, if such Distribution Date is a Distribution Date described in the corresponding left column of the following table, and ending on the Distribution Date immediately preceding the earlier to occur of:

(x)    the Expected Maturity Date for the Class A(2021-1) Notes and

(y)    the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class A(2021-1) Notes is paid in full.

2

provided, however, if at any point the Accumulation Reserve Funding Period has not commenced because no condition requiring funding has occurred or the Calculation Agent has determined that the Accumulation Period Length will be shortened to one (1) month, and subsequently a condition requiring funding occurs and the Calculation Agent determines that the Accumulation Period Length will not be so shortened, the Accumulation Reserve Funding Period shall commence on the following Distribution Date.

“Class A(2021-1) Adverse Event” means the occurrence of any of the following: (a) an Early Redemption Event with respect to the Class A(2021-1) Notes or (b) an Event of Default and acceleration of the Class A(2021-1) Notes; provided, however, that if the only such event to have occurred is an Excess Spread Early Redemption Event for which an Excess Spread Early Redemption Cure has occurred, a Class A(2021-1) Adverse Event shall not be treated as continuing from and after the date of such cure.

“Class A(2021-1) Note” means any Note, in the form set forth in Exhibit A hereto, designated therein as a Class A(2021-1) Note and duly executed and authenticated in accordance with the Indenture.

“Class A(2021-1) Noteholder” means a Person in whose name a Class A(2021-1) Note is registered in the Note Register.

“Class A(2021-1) Termination Date” means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class A(2021-1) Notes is paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant to Article VI thereof.

“Excess Spread Percentage” for any Distribution Date means a fraction, the numerator of which is the Excess Spread Amount for such Distribution Date multiplied by 12 and the denominator of which is the sum of the Nominal Liquidation Amounts of all Tranches of DiscoverSeries Notes as of the first day of the related Due Period.

3

“Expected Maturity Date” means September 16, 2024.

“Indenture” means the Amended and Restated Indenture, dated as of December 22, 2015, between the Issuer and Indenture Trustee, as such agreement may be further amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

“Indenture Supplement” means the Second Amended and Restated Indenture Supplement, dated as of December 22, 2015, for the DiscoverSeries Notes, between the Issuer and the Indenture Trustee, as the same may be further amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

“Initial Dollar Principal Amount” means $1,150,000,000, or such higher amount as is specified in any Notice of Additional Issuance under Section 2.09 hereof.

“Interest Accrual Period” means, with respect to any Interest Payment Date, the period from and including the previous Interest Payment Date (or, in the case of the first Interest Payment Date for any Class A(2021-1) Note, from and including the applicable Issuance Date) to but excluding such Interest Payment Date.

“Interest Payment Date” means the fifteenth day of each month commencing in October 2021, or if such fifteenth day is not a Business Day, the next succeeding Business Day.

“Issuance Date” means September 27, 2021, with respect to all Class A(2021-1) Notes issued on the date hereof and, with respect to any additional Class A(2021-1) Notes issued pursuant to Section 2.09 hereof, any Issuance Date specified in the Notice of Additional Issuance delivered thereunder.

“Legal Maturity Date” means September 15, 2026.

“Note Interest Rate” means 0.58% per annum, calculated on the basis of twelve 30-day months and a 360 day year.

“Notice of Additional Issuance” has the meaning set forth in Section 2.09 hereof.

“Regulation RR” means Regulation RR (Credit Risk Retention) promulgated by the Securities and Exchange Commission to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act.

“Required Daily Deposit Target Finance Charge Amount” means, for any day in a Due Period, an amount equal to the Class A Tranche Interest Allocation for the related Distribution Date.

“Required Daily Deposit Target Principal Amount” means, for any day in a Due Period, (i) if such Due Period is in the Accumulation Period for the Class A(2021-1) Notes, the Accumulation Amount, (ii) if such day is on or after the occurrence and during the continuance of a Class A(2021-1) Adverse Event, the Nominal Liquidation Amount of the Class A(2021-1) Notes and (iii) in all other circumstances, zero.

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“Required Subordinated Amount of Class B Notes” means, for the Class A(2021-1) Notes for any date of determination, an amount equal to the product of

(a)    the Required Subordinated Percentage of Class B Notes for such Class A(2021-1) Notes on such date of determination; and

(b)    the Nominal Liquidation Amount of such Class A(2021-1) Notes on such date of determination;

provided, however, that for any date of determination on or after the occurrence and during the continuation of a Class A(2021-1) Adverse Event, the Required Subordinated Amount of Class B Notes for the Class A(2021-1) Notes will be the greater of

(x)    the amount determined above for such date of determination; and

(y)    the amount determined above for the date immediately prior to the date on which such Class A(2021-1) Adverse Event shall have occurred.

“Required Subordinated Amount of Class C Notes” means, for the Class A(2021-1) Notes for any date of determination, an amount equal to the product of

(a)    the Required Subordinated Percentage of Class C Notes for such Class A(2021-1) Notes on such date of determination; and

(b)    the Nominal Liquidation Amount of such Class A(2021-1) Notes on such date of determination;

provided, however, that for any date of determination on or after the occurrence and during the continuation of a Class A(2021-1) Adverse Event, the Required Subordinated Amount of Class C Notes for the Class A(2021-1) Notes will be the greater of

(x)    the amount determined above for such date of determination; and

(y)    the amount determined above for the date immediately prior to the date on which such Class A(2021-1) Adverse Event shall have occurred.

“Required Subordinated Amount of Class D Notes” means, for the Class A(2021-1) Notes for any date of determination, an amount equal to the product of

(a)    the Required Subordinated Percentage of Class D Notes for such Class A(2021-1) Notes on such date of determination; and

(b)    the Nominal Liquidation Amount of such Class A(2021-1) Notes on such date of determination;

provided, however, that for any date of determination on or after the occurrence and during the continuation of a Class A(2021-1) Adverse Event, the Required Subordinated Amount of Class D Notes for the Class A(2021-1) Notes will be the greater of

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(x)    the amount determined above for such date of determination; and

(y)    the amount determined above for the date immediately prior to the date on which the Class A(2021-1) Adverse Event shall have occurred.

“Required Subordinated Percentage of Class B Notes” means, for the Class A(2021-1) Notes, 6.96202532%, subject to adjustment in accordance with Section 2.02.

“Required Subordinated Percentage of Class C Notes” means, for the Class A(2021-1) Notes, 8.86075950%, subject to adjustment in accordance with Section 2.02.

“Required Subordinated Percentage of Class D Notes” means, for the Class A(2021-1) Notes, 10.75949368%, subject to adjustment in accordance with Section 2.02.

“Seller’s Interest” means, at any time, a “seller’s interest” as defined in, and calculated in accordance with, Regulation RR.

“Seller’s Interest Measurement Date” means the last day of each calendar month.

“Specified Rating” means, for the Class A(2021-1) Notes, Aaa(sf) with respect to Moody’s and AAAsf with respect to Standard and Poor’s.

“Stated Principal Amount” means $1,150,000,000 or such higher amount as is specified in any Notice of Additional Issuance under Section 2.09.

“Targeted Accumulation Reserve Subaccount Deposit” means, with respect to any Distribution Date during the Accumulation Reserve Funding Period, an amount equal to (i) 0.5% of the Outstanding Dollar Principal Amount of the Class A(2021-1) Notes as of the close of business on the last day of the related Due Period or (ii) any other amount designated by the Calculation Agent on behalf of the Issuer.

Section 1.02    Representations and Warranties of Issuer. The Issuer represents and warrants that:

(a)    the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof;

(b)    the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer;

(c)    this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles;

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(d)    to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it;

(e)    the Issuer is not required to be registered under the Investment Company Act;

(f)    all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and

(g)    to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.

Section 1.03    Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants and any successor trustee shall represent and warrant that:

(a)    the Indenture Trustee is organized, existing and in good standing under the laws of the United States of America;

(b)    the Indenture Trustee has full power, authority and right to execute, deliver and perform this Terms Document, and has taken all necessary action to authorize the execution, delivery and performance by it of this Terms Document; and

(c)    this Terms Document has been duly executed and delivered by the Indenture Trustee.

Section 1.04    Limitations on Liability.

(a)    It is expressly understood and agreed by the parties hereto that (i) this Terms Document is executed and delivered by the Owner Trustee not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained will be construed as creating any liability on the Owner Trustee individually or personally, to perform any covenant of the Issuer either expressed or implied herein, all such liability, if any, being expressly waived by the parties to this Terms Document and by any Person claiming by, through or under them and (iv) under no circumstances will the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Terms Document or any related documents.

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(b)    None of the Indenture Trustee, the Owner Trustee, the Calculation Agent, the Beneficiary, the Depositor, any Master Servicer or any Servicer or any of their respective officers, directors, employees, incorporators or agents will have any liability with respect to this Terms Document, and recourse may be had solely to the Collateral pledged to secure these Class A(2021-1) Notes under the Indenture, the Indenture Supplement and this Terms Document.

Section 1.05    Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ANY CONFLICT OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.

Section 1.06    Counterparts. This Terms Document may be executed in any number of counterparts, each of which when so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.

Section 1.07    Ratification of Indenture and Indenture Supplement. As supplemented by this Terms Document, each of the Indenture and the Indenture Supplement is in all respects ratified and confirmed and the Indenture as supplemented by the Indenture Supplement and this Terms Document shall be read, taken and construed as one and the same instrument.

ARTICLE II

The Class A(2021-1) Notes

Section 2.01    Creation and Designation. There is hereby created a Tranche of Class A Notes to be issued pursuant to this Terms Document, the Indenture and the Indenture Supplement to be known as the “DiscoverSeries Class A(2021-1) Notes.”

Section 2.02    Adjustments to Required Subordinated Percentages and Amount.

(a)    On any date, the Issuer may, at the direction of the Beneficiary, change the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case for the Class A(2021-1) Notes, without the consent of any Noteholders; provided that the Issuer has received written confirmation from each applicable Note Rating Agency that the change in such percentage will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

(b)    On any date, the Issuer may, at the direction of the Beneficiary, replace all or a portion of the Required Subordinated Amount of Class B Notes, the Required Subordinated Amount of Class C Notes or the Required Subordinated Amount of Class D Notes, in each case for the Class A(2021-1) Notes with a different form of credit enhancement (including, without limitation, a cash collateral account, a letter of credit, a reserve account, a surety bond, an insurance policy or a collateral interest, or any combination thereof) and may add such

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definitions and other terms and make such additional amendments to this Terms Document as shall be necessary for such replacement without the consent of any Noteholders, provided that the Issuer has received written confirmation from each applicable Note Rating Agency that such replacement and such other amendments will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

Section 2.03    Interest Payment. For the first Interest Payment Date, October 15, 2021, the amount of interest due with respect to the Class A(2021-1) Notes is $333,500.00. For each Interest Payment Date following the first Interest Payment Date for any Class A(2021-1 Note, the amount of interest due with respect to the Class A(2021-1) Notes shall be an amount equal to

plus any Class A Tranche Interest Allocation Shortfall for such Class A(2021-1) Notes for the immediately preceding Distribution Date, together with interest thereon at the Note Interest Rate in effect with respect to such related Interest Accrual Period, calculated on the basis of twelve 30-day months and a 360-day year.

Section 2.04    [Reserved].

Section 2.05    Payments of Interest and Principal.

(a)    The Issuer will cause interest to be paid on each Interest Payment Date and principal to be paid on the Expected Maturity Date; provided, however, that it shall not be an Event of Default if principal is not paid in full on such Expected Maturity Date unless funds for such payment have been allocated in accordance with Section 3.01 of the Indenture Supplement; and provided, further, that if a Class A(2021-1) Adverse Event has occurred and is continuing, principal will instead be payable in monthly installments on each Principal Payment Date for the Class A(2021-1) Notes in accordance with Sections 3.01 and 3.05 of the Indenture Supplement. All payments of interest and principal on the Class A(2021-1) Notes shall be made as set forth in Section 1102 of the Indenture.

(b)    The right of the Class A(2021-1) Noteholders to receive payments from the Issuer will terminate on the Class A(2021-1) Termination Date.

(c)    All payments of principal, interest or other amounts to the Class A(2021-1) Noteholders will be made pro rata based on the Stated Principal Amount of their Class A(2021-1) Notes.

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Section 2.06    Form of Delivery of Class A(2021-1) Notes; Depository; Denominations.

(a)    The Class A(2021-1) Notes shall be delivered in the form of a Global Note which shall be a Registered Note as provided in Section 204 of the Indenture. The form of the Class A(2021-1) Notes is attached hereto as Exhibit A.

(b)    The Depository for the Class A(2021-1) Notes shall be The Depository Trust Company, and the Class A(2021-1) Notes shall initially be registered in the name of Cede & Co., its nominee.

(c)    The Class A(2021-1) Notes will be issued in minimum denominations of $5,000 and integral multiples of $1,000 in excess of that amount.

Section 2.07    Delivery and Payment for the Class A(2021-1) Notes. The Issuer shall execute and deliver the Class A(2021-1) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class A(2021-1) Notes when authenticated, each in accordance with Sections 203 and 303 of the Indenture.

Section 2.08    Targeted Deposits to the Accumulation Reserve Account. The deposit targeted to be made to the Accumulation Reserve Subaccount for the Class A(2021-1) Notes for any Due Period during the Accumulation Reserve Funding Period will be an amount equal to the Targeted Accumulation Reserve Subaccount Deposit minus any amount on deposit in the Accumulation Reserve Subaccount for the Class A(2021-1) Notes.

Section 2.09    Additional Issuances of Notes. Subject to clauses (ii), (iii), (iv) and (v) of Section 2.02 and Section 2.03 of the Indenture Supplement, the Issuer may issue additional Class A(2021-1) Notes, so long as the following conditions precedent are satisfied:

(a)    the Issuer shall have given the Indenture Trustee written notice of such issuance of additional Class A(2021-1) Notes (the “Notice of Additional Issuance”) at least one (1) Business Day in advance of the Issuance Date thereof, which notice shall include:

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All such terms shall be incorporated into and form a part of this Terms Document on and after the effective date of such Class A(2021-1) Notes;

(b)    no Class A(2021-1) Adverse Event has occurred and is continuing; and

(c)    either (i) the issuance of such additional Class A(2021-1) Notes would be treated as part of the same issue as the outstanding Class A(2021-1) Notes under Treasury Regulation Sections 1.1275-1(f)(1) or 1.1275-2(k) or (ii) such additional Class A(2021-1) Notes are not issued with “original issue discount” for purposes of Section 1273 of the Code.

The Issuer shall not have to satisfy the conditions set forth in Section 310 of the Indenture in connection with an issuance of additional Class A(2021-1) Notes so long as such conditions were satisfied or waived in connection with the initial issuance of Class A(2021-1) Notes; provided, however, that the Issuer shall have to deliver to the Indenture Trustee a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance.

Section 2.10    Designation of Additional Amounts to Be Included in the Excess Spread Amount for the DiscoverSeries Notes. At any time that any outstanding Series of certificates issued by the Master Trust provides that the Series Principal Collections allocated to such Series will be deposited into the Group Finance Charge Collections Reallocation Account for the Master Trust to the extent necessary for application to cover shortfalls for other Series issued by the Master Trust, an amount equal to (x) all Series Principal Collections allocated to such Series, multiplied by (y) a fraction, the numerator of which is the sum of the Nominal Liquidation Amounts for each outstanding Tranche of the DiscoverSeries Notes (including the Class A(2021-1) Notes) and the denominator of which is (i) the Aggregate Investor Interest for the Master Trust minus (ii) the sum of the Series Investor Interests for all such Series that provide that the Series Principal Collections allocated to such Series will be so deposited, is hereby designated to be included in the Excess Spread Amount and shall be treated as Series Finance Charge Amounts for the DiscoverSeries.

Section 2.11    Variable Accumulation Period. 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 for the Class A(2021-1) Notes and determine a new Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that the Accumulation Period shall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class A(2021-1) Notes. To the extent that the Calculation Agent has previously delayed the commencement of the 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 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).

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The Calculation Agent on behalf of the Issuer shall cause any such adjustment 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, 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 for 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 Series 2007-CC 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 any such adjustment in the commencement of the Accumulation Period will not 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.

Section 2.12    Seller’s Interest to Be Included in the Monthly Statement. The Issuer shall cause the Master Servicer to include the amount of the Seller’s Interest as of the Seller’s Interest Measurement Date on each investor certificateholder’s monthly statement delivered pursuant to the Series 2007-CC Supplement.

Section 2.13    Duties of the Indenture Trustee. For the avoidance of doubt, the Indenture Trustee undertakes to perform only such duties as are specifically set forth in the Indenture, the Indenture Supplement, the Pooling and Servicing Agreement, any Series Supplement and this Agreement and as such shall have no obligation or responsibility to monitor or enforce compliance with Regulation RR, nor shall be liable to any Person for any violation of Regulation RR; provided that nothing in this Section 2.13 shall alter the Indenture Trustee’s duties, obligations or standard of care as set forth in the Indenture or any Indenture Supplement. It is understood and acknowledged that the Indenture Trustee has not provided any advice with respect to the acquisition of the Class A(2021-1) Notes, and has no financial interest in the acquisition of such Class A(2021-1) Notes.

[Remainder of page intentionally blank; signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly executed, all as of the day and year first above written.

[Signature Page to Class A(2021-1) Terms Document]

EXHIBIT A

FORM OF CLASS A(2021-1) NOTE

DISCOVERSERIES CLASS A(2021-1) NOTE

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.

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, WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (i) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF A BENEFIT PLAN INVESTOR (AS DEFINED BELOW) OR PLAN SUBJECT TO SIMILAR LAW (AS DEFINED BELOW) OR (ii) THE ACQUISITION AND HOLDING OF THIS NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A VIOLATION OF SIMILAR LAW. FOR THESE PURPOSES, A “BENEFIT PLAN INVESTOR” INCLUDES AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (B) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE CODE THAT IS SUBJECT TO SECTION 4975 OF THE CODE AND (C) AN

ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” OF THE FOREGOING. “SIMILAR LAW” MEANS ANY LAW SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION SECTIONS OF ERISA OR SECTION 4975 OF THE CODE.

DISCOVER CARD EXECUTION NOTE TRUST

0.58%

DISCOVERSERIES CLASS A(2021-1) 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 CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of $[●] ([●] dollars) payable on the September 16, 2024 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, 2026 Payment Date (the “Legal Maturity Date”). Interest will accrue on this Note at the rate of 0.58% per annum, as more specifically set forth in the Class A(2021-1) Terms Document dated as of September 27, 2021 (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 each Interest Payment Date for the period from and including the previous Interest Payment Date (or, in the case of the first Interest Payment Date for any Class A(2021-1) Notes, from and including the applicable Issuance Date) to but excluding such Interest Payment Date. Interest will be computed on the basis of twelve 30-day months and a 360-day year (or, in the case of the first Interest Payment Date, based on a 15-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 A(2021-1) Notes is $1,150,000,000.

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 entitled 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.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

REVERSE OF NOTE

This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its 0.58% Class A(2021-1) DiscoverSeries Notes (herein called the “Class A(2021-1) Notes”), all issued under an Amended and Restated Indenture dated as of December 22, 2015 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class A(2021-1) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class A(2021-1) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document.

The Class B Notes, the Class C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement.

The Class A(2021-1) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement.

Principal of the Class A(2021-1) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof except as otherwise provided in the Indenture or the Indenture Supplement.

As described above, the entire unpaid principal amount of this Class A(2021-1) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Class A(2021-1) Notes shall be due and payable on the date on which an Event of Default relating to the Class A(2021-1) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class A(2021-1) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes.

On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption.

Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes.

On each Payment Date, the Paying Agent shall distribute to each Holder of Class A(2021-1) Notes of record on the related Record Date (except for the final distribution with respect to this Class A(2021-1) Note) such Holder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class A Notes.

Payments of interest on this Class A(2021-1) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class A(2021-1) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class A(2021-1) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class A(2021-1) Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class A(2021-1) Note be submitted for notation of payment. Any reduction in the principal amount of this Class A(2021-1) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class A(2021-1) Note and of any Class A(2021-1) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A(2021-1) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class A(2021-1) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class A(2021-1) Note may be registered on the Note Register upon surrender of this Class A(2021-1) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class A(2021-1) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A(2021-1) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class A(2021-1) Note or, in the case of a Note Owner, a beneficial interest in a Class A(2021-1) Note, covenants and agrees that by accepting the benefits of the Indenture 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 of, any receivership, insolvency, bankruptcy or other 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.

By acquiring a Class A(2021-1) Note (or interest therein), each Noteholder or Note Owner (and if each Noteholder or Note Owner is a Plan, its fiduciary) shall be deemed to represent and warrant that either: (a) it is not acquiring the Class A(2021-1) Note (or interest therein) with the assets of (i) an “employee benefit plan” as defined in Section 3(3) of Employee Retirement Income Security Act of 1974 (“ERISA”) that is subject to Title I of ERISA, (ii) a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (iii) an entity deemed to hold plan assets of the foregoing (each of (i), (ii) and (iii), a “Benefit Plan Investor”) or (iv) a plan that is subject to federal, state, local or other law that is similar to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code (“Similar Law”); or (b) the acquisition and holding of the Class A(2021-1) Note (or interest therein) will not give rise to a nonexempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any Similar Law.

Prior to the due presentment for registration of transfer of this Class A(2021-1) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class A(2021-1) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A(2021-1) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A(2021-1) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class A(2021-1) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon

this Class A(2021-1) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Class A(2021-1) Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Class A(2021-1) Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS CLASS A(2021-1) NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ANY CONFLICT OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.

No reference herein to the Indenture and no provision of this Class A(2021-1) Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Class A(2021-1) Note at the times, place, and rate, and in the coin or currency herein prescribed.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Class A(2021-1) Note by the acceptance hereof agrees that, except as expressly provided in the Indenture and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class A(2021-1) Note.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Exhibit 4.2

RISK RETENTION AGREEMENT, dated as of September 27, 2021 (this “Agreement”), by and among DISCOVER BANK, a Delaware banking corporation (“Discover Bank”), DISCOVER FUNDING LLC, a Delaware limited liability company (“Discover Funding”), and DISCOVER CARD EXECUTION NOTE TRUST, a Delaware statutory trust (the “Issuer”).

W I T N E S S E T H:

WHEREAS, Discover Bank and Discover Funding have entered into a Receivables Sale and Contribution Agreement, dated as of December 22, 2015 (the “Receivables Sale and Contribution Agreement”), pursuant to which Discover Bank sells to Discover Funding Receivables arising under certain Accounts;

WHEREAS, Discover Bank, Discover Funding, and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), have entered into a Third Amended and Restated Pooling and Servicing Agreement, dated as of December 22, 2015 (as amended, restated, supplemented or otherwise modified, the “Pooling and Servicing Agreement”) and an Amended and Restated Series Supplement, dated as of December 22, 2015 (as amended, restated, supplemented or otherwise modified, the “Series Supplement”), pursuant to which Discover Card Master Trust I issued a Series 2007-CC Collateral Certificate (the “Collateral Certificate”);

WHEREAS, Discover Bank and the Issuer have entered into a Collateral Certificate Transfer Agreement, dated as of July 26, 2007 (as amended, restated, supplemented or otherwise modified, the “Collateral Certificate Transfer Agreement”), pursuant to which Discover Bank conveyed to the Issuer all of its right, title and interest in and to the Collateral Certificate;

WHEREAS, the Issuer and U.S. Bank National Association (the “Indenture Trustee”) have entered into an Amended and Restated Indenture, dated as of December 22, 2015 (as amended, restated, supplemented or otherwise modified, the “Indenture”), and the Second Amended and Restated Indenture Supplement, dated as of December 22, 2015 (as amended, restated, supplemented or otherwise modified, the “Indenture Supplement”), pursuant to the Issuer has issued and may from time to time issue notes; and

WHEREAS, Discover Funding intends to cause the Issuer to issue the Class A(2021-1) Notes pursuant to the Indenture and the Terms Document, dated as of September 27, 2021, between the Issuer and the Indenture Trustee.

NOW, THEREFORE, it is hereby agreed by and between Discover Bank, Discover Funding and the Issuer as follows:

1.    DEFINITIONS. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Terms Document and, if not defined therein, in the

Indenture and, if not defined therein, in the Pooling and Servicing Agreement. The following capitalized terms shall have the following meanings:

“Applicable Investor” means each holder of a beneficial interest in any Class A(2021-1) Note that is an “institutional investor” as defined in the EU Securitization Regulation or the UK Securitization Regulation and to which the EU Securitization Regulation or the UK Securitization Regulation, as applicable, applies.

“EU Securitization Regulation” means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation and amending certain other EU directives and regulations, as amended.

“EU Securitization Regulation Rules” means the EU Securitization Regulation, together with all relevant implementing regulations in relation thereto, all regulatory technical standards and implementing technical standards in relation thereto or applicable in relation thereto pursuant to any transitional arrangements made pursuant to the EU Securitization Regulation and, in each case, any relevant guidance published in relation thereto by the European Banking Authority, the European Securities and Markets Authority and/or the European Insurance and Occupational Pensions Authority (or, in each case, any predecessor or any other applicable regulatory or supervisory authority) or by the European Commission, in each case, as amended and in effect from time to time.

“EUWA” means European Union (Withdrawal) Act 2018, as amended.

“UK Securitization Regulation” means Regulation (EU) 2017/2402 as it forms part of UK domestic law as “retained EU law” by operation of the EUWA and as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019, and as further amended.

“UK Securitization Regulation Rules” means the UK Securitization Regulation, together with (a) all applicable binding technical standards made under the UK Securitization Regulation, (b) all EU regulatory technical standards or implementing technical standards relating to the EU Securitization Regulation (including such regulatory technical standards or implementing technical standards which are applicable pursuant to any transitional provisions of the EU Securitization Regulation) forming part of UK domestic law by operation of the EUWA, (c) any relevant guidance, policy statements or directions relating to the application of the UK Securitization Regulation (or any binding technical standards) published by the Financial Conduct Authority and/or the Prudential Regulation Authority (or their successors), (d) any guidelines relating to the application of the EU Securitization Regulation which are applicable in the UK, (e) any other transitional, saving or other provision relevant to the UK Securitization Regulation by virtue of the operation of the EUWA and (f) any other applicable laws, acts, statutory instruments, rules, guidance or policy statements published or enacted relating to the UK Securitization Regulation, in each case as may be further amended, supplemented or replaced from time to time.

2.    REPRESENTATIONS. Discover Bank represents and warrants to the Issuer and the Indenture Trustee (solely for the benefit of the Applicable Investors) that as of the date hereof:

(a)    Discover Bank has full corporate power and authority to execute and deliver this Agreement and perform the terms and provisions hereof;

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(b)    The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action, and do not require any approval or consent of any governmental agency or authority; and

(c)    This Agreement is the valid, binding and enforceable obligation of Discover Bank, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles.

3.    COVENANTS. Discover Bank hereby confirms, represents and warrants to and agrees with, and irrevocably and unconditionally undertakes to the Issuer and the Indenture Trustee, solely for the benefit of each Applicable Investor, on an ongoing basis, with reference to Article 6 of the EU Securitization Regulation and Article 6 of the UK Securitization Regulation, in each case as in effect and applicable on the date hereof (which is also the date of issuance of the Class A(2021-1) Notes), that:

(a)    Discover Bank, as “originator” for the purposes of Article 6 of the EU Securitization Regulation and Article 6 of the UK Securitization Regulation, in each case as in effect and applicable on the date of the issuance of the Class A(2021-1) Notes, on an ongoing basis will retain a material net economic interest that is not less than 5% of the nominal value of each of the securitized exposures (measured at origination), in a form that is intended to qualify as an originator’s interest as provided in option (b) of Article 6(3) of the EU Securitization Regulation and Article 6(3) of the UK Securitization Regulation, in each case as in effect and applicable on the date of the issuance of the Class A(2021-1) Notes, by holding all the membership interest in the depositor, which in turn holds all or part of the Transferor Interest (the “Retained Interest”);

(b)    Discover Bank will not (and will not permit Discover Funding LLC or any of its other affiliates to) allow the retained interest to be subject to any credit risk mitigation or other hedge or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the Retained Interest, except to the extent permitted by the EU Securitization Regulation Rules and the UK Securitization Regulation Rules;

(c)    Discover Bank will not change the retention option or the method of calculating the Retained Interest while the Class A(2021-1) Notes are outstanding, except to the extent permitted by the EU Securitization Regulation Rules and the UK Securitization Regulation Rules; and

(d)    Discover Bank will provide ongoing confirmation of Discover Bank’s continued compliance with its obligations described in (a), (b) and (c) above in or concurrently with the delivery of each Certificateholders’ Monthly Statement.

4.    AGREEMENTS OF DISCOVER FUNDING. Discover Funding hereby acknowledges the terms and conditions of this Agreement and, further, covenants that it will not sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest other than as directed by Discover Bank and as permitted in accordance with the terms of this Agreement.

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5.    LIMITATION OF LIABILITY.

(a)    It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Company not individually or personally but solely as Owner Trustee under the Amended and Restated Trust Agreement, dated as of December 22, 2015 (the “Trust Agreement”), between Discover Funding LLC and Wilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained will be construed as creating any liability on the Wilmington Trust Company individually or personally, to perform any covenant of the Issuer either expressed or implied herein, all such liability, if any, being expressly waived by the parties to this Agreement and by any person claiming by, through or under them and (iv) under no circumstances will Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any related documents.

(b)    Notwithstanding anything to the contrary contained herein or in any other document or agreement relating to the Class A(2021-1) Notes, in no event shall Discover Bank or Discover Funding be liable to the Indenture Trustee, the Issuer, the Owner Trustee, any Applicable Investor or any other Noteholder, or responsible for, losses in respect of the Class A(2021-1) Notes or any interest therein, including, without limitation any loss of value of any Class A(2021-1) Note or any interest therein, due to the failure of the Retained Interest and compliance by Discover Bank and Discover Funding with the terms of this Agreement to satisfy any of the EU Securitization Regulation Rules or the UK Securitization Regulation Rules or any other similar or equivalent provisions now or hereafter in effect.

6.    MISCELLANEOUS.

(a)    THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ANY CONFLICT OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.

(b)    EACH OF THE PARTIES HERETO (AND EACH APPLICABLE INVESTOR BY ACCEPTING THE BENEFITS HEREOF) HEREBY AGREES TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

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(c)    All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including telecopies, email, telegraphic, telex or cable communication) and mailed, emailed (with “PDF” attachment in the case of any signed notice or communication), telecopied with receipt confirmed by telephone, telegraphed, telexed, cabled or delivered, as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and communications shall, when mailed, emailed, telecopied, telegraphed, telexed or cabled, be effective when deposited in the mail, emailed, telecopied, delivered to the telegraph company, confirmed by telex answer back or delivered to the cable company, respectively.

If to Discover Bank:

12 Read’s Way

New Castle, Delaware 19720

Attention: Secretary

If to Discover Funding:

12 Read’s Way

New Castle, Delaware 19720

Attention: Secretary

If to the Issuer:

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration

(d)    Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated except by a writing signed by a duly authorized officer of the party against whom enforcement of such change, waiver, discharge or termination is sought to be enforced.

(e)    Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or is held to be void or unenforceable in any particular jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.

(f)    This Agreement constitutes the entire agreement and understanding of the parties with respect to the matters addressed herein, and this Agreement supersedes any prior agreements and/or understandings, written or oral, with respect to such matters.

(g)    The Issuer is a party to this Agreement solely for the purposes of obtaining the benefit of the representations, warranties and covenants contained therein and under no circumstances shall it be deemed to have undertaken any obligations thereunder or by virtue of its entry into this Agreement.

(h)    The Indenture Trustee is a third party beneficiary of this Agreement solely for the purpose of obtaining the benefit of the representations, warranties and covenants contained herein and under no circumstances shall it be deemed to have undertaken any obligations hereunder. For the avoidance of doubt, in no event shall the Indenture Trustee have any responsibility to monitor compliance with or be charged with knowledge of any of the EU Securitization Regulation Rules or the UK Securitization Regulation Rules, nor shall it be liable to any Applicable Investor, Noteholder or any party whatsoever for any violation of any of the EU Securitization Regulation Rules or the UK Securitization Regulation Rules or any similar provisions now or hereafter in effect or for any breach of any term of this Agreement.

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Discover Bank, Discover Funding and the Issuer have caused this Agreement to be duly executed by their respective officers as of the date first above written.

Exhibit 4.3

DISCOVER CARD EXECUTION NOTE TRUST

Issuer

and

U.S. BANK NATIONAL ASSOCIATION

Indenture Trustee

CLASS A(2021-2) TERMS DOCUMENT

Dated as of September 27, 2021

to

SECOND AMENDED AND RESTATED INDENTURE SUPPLEMENT

Dated as of December 22, 2015

for the DiscoverSeries Notes

to

AMENDED AND RESTATED INDENTURE

Dated as of December 22, 2015

TABLE OF CONTENTS

-i-

THIS CLASS A(2021-2) 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 September 27, 2021.

Pursuant to this Terms Document, the Issuer shall create a new Tranche of Class A Notes of the DiscoverSeries and shall specify the principal terms thereof.

ARTICLE I

Definitions and Other Provisions of General Application

Section 1.01    Definitions. For all purposes of this Terms Document, except as otherwise expressly provided or unless the context otherwise requires:

(1)    the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(2)    all other terms used herein which are defined in the Indenture Supplement or the Indenture, either directly or by reference therein, have the meanings assigned to them therein;

(3)    all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation;

(4)    all references in this Terms Document to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Terms Document; the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Terms Document as a whole and not to any particular Article, Section or other subdivision;

(5)    in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture Supplement or the Indenture, the terms and provisions of this Terms Document shall be controlling, but solely with respect to the Class A(2021-2) Notes;

(6)    each capitalized term defined herein shall relate only to the Class A(2021-2) Notes and no other Tranche of Notes issued by the Issuer;

(7)    “including” and words of similar import will be deemed to be followed by “without limitation”; and

(8)    for purposes of determining any amount or making any calculation hereunder, such amount or calculation, (x) if specified to be as of the first day of any Due Period, shall (a) include any Notes issued during such Due Period as if such Notes had been outstanding on the first day of such Due Period and (b) give effect to any payments, deposits or other allocations made on the Distribution Date related to the prior Due Period and (y) if specified to be as of the close of business on the last day of any Due Period shall give effect to any payments, deposits or other allocations made on the related Distribution Date.

“Accumulation Amount” means $50,000,000.00; provided, however, if the commencement of the Accumulation Period is delayed in accordance with Section 2.11 hereof, the Accumulation Amount shall be determined in accordance with the definition of “Accumulation Amount” in the Indenture Supplement.

“Accumulation Commencement Date” means September 1, 2025, or such later date as the Calculation Agent on behalf of the Issuer determines in accordance with Section 2.11 hereof.

“Accumulation Period” has the meaning set forth in the Indenture Supplement.

“Accumulation Period Length” means 12 months; provided, however, if the commencement of the Accumulation Period is adjusted in accordance with Section 2.11 hereof, the Accumulation Period Length shall be determined in accordance with the definition of “Accumulation Period Length” in the Indenture Supplement.

“Accumulation Reserve Funding Period” shall not apply if the Calculation Agent on behalf of the Issuer notifies the Indenture Trustee that it expects the Accumulation Period Length to be adjusted to one (1) month, and otherwise shall mean a period commencing on the first Distribution Date on which a condition in the right column of the following table was in effect on the immediately preceding Distribution Date, if such Distribution Date is a Distribution Date described in the corresponding left column of the following table, and ending on the Distribution Date immediately preceding the earlier to occur of:

(x)    the Expected Maturity Date for the Class A(2021-2) Notes and

(y)    the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class A(2021-2) Notes is paid in full.

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provided, however, if at any point the Accumulation Reserve Funding Period has not commenced because no condition requiring funding has occurred or the Calculation Agent has determined that the Accumulation Period Length will be shortened to one (1) month, and subsequently a condition requiring funding occurs and the Calculation Agent determines that the Accumulation Period Length will not be so shortened, the Accumulation Reserve Funding Period shall commence on the following Distribution Date.

“Class A(2021-2) Adverse Event” means the occurrence of any of the following: (a) an Early Redemption Event with respect to the Class A(2021-2) Notes or (b) an Event of Default and acceleration of the Class A(2021-2) Notes; provided, however, that if the only such event to have occurred is an Excess Spread Early Redemption Event for which an Excess Spread Early Redemption Cure has occurred, a Class A(2021-2) Adverse Event shall not be treated as continuing from and after the date of such cure.

“Class A(2021-2) Note” means any Note, in the form set forth in Exhibit A hereto, designated therein as a Class A(2021-2) Note and duly executed and authenticated in accordance with the Indenture.

“Class A(2021-2) Noteholder” means a Person in whose name a Class A(2021-2) Note is registered in the Note Register.

“Class A(2021-2) Termination Date” means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class A(2021-2) Notes is paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant to Article VI thereof.

“Excess Spread Percentage” for any Distribution Date means a fraction, the numerator of which is the Excess Spread Amount for such Distribution Date multiplied by 12 and the denominator of which is the sum of the Nominal Liquidation Amounts of all Tranches of DiscoverSeries Notes as of the first day of the related Due Period.

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“Expected Maturity Date” means September 15, 2026.

“Indenture” means the Amended and Restated Indenture, dated as of December 22, 2015, between the Issuer and Indenture Trustee, as such agreement may be further amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

“Indenture Supplement” means the Second Amended and Restated Indenture Supplement, dated as of December 22, 2015, for the DiscoverSeries Notes, between the Issuer and the Indenture Trustee, as the same may be further amended, supplemented, restated, amended and restated, replaced or otherwise modified from time to time.

“Initial Dollar Principal Amount” means $600,000,000, or such higher amount as is specified in any Notice of Additional Issuance under Section 2.09 hereof.

“Interest Accrual Period” means, with respect to any Interest Payment Date, the period from and including the previous Interest Payment Date (or, in the case of the first Interest Payment Date for any Class A(2021-2) Note, from and including the applicable Issuance Date) to but excluding such Interest Payment Date.

“Interest Payment Date” means the fifteenth day of each month commencing in October 2021, or if such fifteenth day is not a Business Day, the next succeeding Business Day.

“Issuance Date” means September 27, 2021, with respect to all Class A(2021-2) Notes issued on the date hereof and, with respect to any additional Class A(2021-2) Notes issued pursuant to Section 2.09 hereof, any Issuance Date specified in the Notice of Additional Issuance delivered thereunder.

“Legal Maturity Date” means September 15, 2028.

“Note Interest Rate” means 1.03% per annum, calculated on the basis of twelve 30-day months and a 360 day year.

“Notice of Additional Issuance” has the meaning set forth in Section 2.09 hereof.

“Regulation RR” means Regulation RR (Credit Risk Retention) promulgated by the Securities and Exchange Commission to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act.

“Required Daily Deposit Target Finance Charge Amount” means, for any day in a Due Period, an amount equal to the Class A Tranche Interest Allocation for the related Distribution Date.

“Required Daily Deposit Target Principal Amount” means, for any day in a Due Period, (i) if such Due Period is in the Accumulation Period for the Class A(2021-2) Notes, the Accumulation Amount, (ii) if such day is on or after the occurrence and during the continuance of a Class A(2021-2) Adverse Event, the Nominal Liquidation Amount of the Class A(2021-2) Notes and (iii) in all other circumstances, zero.

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“Required Subordinated Amount of Class B Notes” means, for the Class A(2021-2) Notes for any date of determination, an amount equal to the product of

(a)    the Required Subordinated Percentage of Class B Notes for such Class A(2021-2) Notes on such date of determination; and

(b)    the Nominal Liquidation Amount of such Class A(2021-2) Notes on such date of determination;

provided, however, that for any date of determination on or after the occurrence and during the continuation of a Class A(2021-2) Adverse Event, the Required Subordinated Amount of Class B Notes for the Class A(2021-2) Notes will be the greater of

(x)    the amount determined above for such date of determination; and

(y)    the amount determined above for the date immediately prior to the date on which such Class A(2021-2) Adverse Event shall have occurred.

“Required Subordinated Amount of Class C Notes” means, for the Class A(2021-2) Notes for any date of determination, an amount equal to the product of

(a)    the Required Subordinated Percentage of Class C Notes for such Class A(2021-2) Notes on such date of determination; and

(b)    the Nominal Liquidation Amount of such Class A(2021-2) Notes on such date of determination;

provided, however, that for any date of determination on or after the occurrence and during the continuation of a Class A(2021-2) Adverse Event, the Required Subordinated Amount of Class C Notes for the Class A(2021-2) Notes will be the greater of

(x)    the amount determined above for such date of determination; and

(y)    the amount determined above for the date immediately prior to the date on which such Class A(2021-2) Adverse Event shall have occurred.

“Required Subordinated Amount of Class D Notes” means, for the Class A(2021-2) Notes for any date of determination, an amount equal to the product of

(a)    the Required Subordinated Percentage of Class D Notes for such Class A(2021-2) Notes on such date of determination; and

(b)    the Nominal Liquidation Amount of such Class A(2021-2) Notes on such date of determination;

provided, however, that for any date of determination on or after the occurrence and during the continuation of a Class A(2021-2) Adverse Event, the Required Subordinated Amount of Class D Notes for the Class A(2021-2) Notes will be the greater of

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(x)    the amount determined above for such date of determination; and

(y)    the amount determined above for the date immediately prior to the date on which the Class A(2021-2) Adverse Event shall have occurred.

“Required Subordinated Percentage of Class B Notes” means, for the Class A(2021-2) Notes, 6.96202532%, subject to adjustment in accordance with Section 2.02.

“Required Subordinated Percentage of Class C Notes” means, for the Class A(2021-2) Notes, 8.86075950%, subject to adjustment in accordance with Section 2.02.

“Required Subordinated Percentage of Class D Notes” means, for the Class A(2021-2) Notes, 10.75949368%, subject to adjustment in accordance with Section 2.02.

“Seller’s Interest” means, at any time, a “seller’s interest” as defined in, and calculated in accordance with, Regulation RR.

“Seller’s Interest Measurement Date” means the last day of each calendar month.

“Specified Rating” means, for the Class A(2021-2) Notes, Aaa(sf) with respect to Moody’s and AAAsf with respect to Standard and Poor’s.

“Stated Principal Amount” means $600,000,000 or such higher amount as is specified in any Notice of Additional Issuance under Section 2.09.

“Targeted Accumulation Reserve Subaccount Deposit” means, with respect to any Distribution Date during the Accumulation Reserve Funding Period, an amount equal to (i) 0.5% of the Outstanding Dollar Principal Amount of the Class A(2021-2) Notes as of the close of business on the last day of the related Due Period or (ii) any other amount designated by the Calculation Agent on behalf of the Issuer.

Section 1.02    Representations and Warranties of Issuer. The Issuer represents and warrants that:

(a)    the Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Terms Document and to perform the terms and provisions hereof;

(b)    the execution, delivery and performance of this Terms Document by the Issuer have been duly authorized by all necessary limited liability company and statutory trust proceedings of the Beneficiary and the Owner Trustee, do not require any approval or consent of any governmental agency or authority and do not and will not conflict with any material provision of the Certificate of Trust or the Trust Agreement of the Issuer;

(c)    this Terms Document is the valid, binding and enforceable obligation of the Issuer, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles;

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(d)    to the best of the Issuer’s knowledge, this Terms Document will not conflict with any law or governmental regulation or court decree applicable to it;

(e)    the Issuer is not required to be registered under the Investment Company Act;

(f)    all information heretofore furnished by the Issuer in writing to the Indenture Trustee for purposes of or in connection with this Terms Document or any transaction contemplated hereby is, and all such information hereafter furnished by the Issuer in writing to the Indenture Trustee will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified; and

(g)    to the best knowledge of the Issuer, there are no proceedings or investigations pending against the Issuer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Issuer (i) asserting the invalidity of this Terms Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Terms Document or (iii) seeking any determination or ruling which in the Issuer’s judgment would materially and adversely affect the performance by the Issuer of its obligations under this Terms Document or the validity or enforceability of this Terms Document.

Section 1.03    Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants and any successor trustee shall represent and warrant that:

(a)    the Indenture Trustee is organized, existing and in good standing under the laws of the United States of America;

(b)    the Indenture Trustee has full power, authority and right to execute, deliver and perform this Terms Document, and has taken all necessary action to authorize the execution, delivery and performance by it of this Terms Document; and

(c)    this Terms Document has been duly executed and delivered by the Indenture Trustee.

Section 1.04    Limitations on Liability.

(a)    It is expressly understood and agreed by the parties hereto that (i) this Terms Document is executed and delivered by the Owner Trustee not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained will be construed as creating any liability on the Owner Trustee individually or personally, to perform any covenant of the Issuer either expressed or implied herein, all such liability, if any, being expressly waived by the parties to this Terms Document and by any Person claiming by, through or under them and (iv) under no circumstances will the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Terms Document or any related documents.

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(b)    None of the Indenture Trustee, the Owner Trustee, the Calculation Agent, the Beneficiary, the Depositor, any Master Servicer or any Servicer or any of their respective officers, directors, employees, incorporators or agents will have any liability with respect to this Terms Document, and recourse may be had solely to the Collateral pledged to secure these Class A(2021-2) Notes under the Indenture, the Indenture Supplement and this Terms Document.

Section 1.05    Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ANY CONFLICT OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.

Section 1.06    Counterparts. This Terms Document may be executed in any number of counterparts, each of which when so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.

Section 1.07    Ratification of Indenture and Indenture Supplement. As supplemented by this Terms Document, each of the Indenture and the Indenture Supplement is in all respects ratified and confirmed and the Indenture as supplemented by the Indenture Supplement and this Terms Document shall be read, taken and construed as one and the same instrument.

ARTICLE II

The Class A(2021-2) Notes

Section 2.01    Creation and Designation. There is hereby created a Tranche of Class A Notes to be issued pursuant to this Terms Document, the Indenture and the Indenture Supplement to be known as the “DiscoverSeries Class A(2021-2) Notes.”

Section 2.02    Adjustments to Required Subordinated Percentages and Amount.

(a)    On any date, the Issuer may, at the direction of the Beneficiary, change the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case for the Class A(2021-2) Notes, without the consent of any Noteholders; provided that the Issuer has received written confirmation from each applicable Note Rating Agency that the change in such percentage will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

(b)    On any date, the Issuer may, at the direction of the Beneficiary, replace all or a portion of the Required Subordinated Amount of Class B Notes, the Required Subordinated Amount of Class C Notes or the Required Subordinated Amount of Class D Notes, in each case for the Class A(2021-2) Notes with a different form of credit enhancement (including, without limitation, a cash collateral account, a letter of credit, a reserve account, a surety bond, an insurance policy or a collateral interest, or any combination thereof) and may add such

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definitions and other terms and make such additional amendments to this Terms Document as shall be necessary for such replacement without the consent of any Noteholders, provided that the Issuer has received written confirmation from each applicable Note Rating Agency that such replacement and such other amendments will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

Section 2.03    Interest Payment. For the first Interest Payment Date, October 15, 2021, the amount of interest due with respect to the Class A(2021-2) Notes is $309,000.00. For each Interest Payment Date following the first Interest Payment Date for any Class A(2021-2) Note, the amount of interest due with respect to the Class A(2021-2) Notes shall be an amount equal to

plus any Class A Tranche Interest Allocation Shortfall for such Class A(2021-2) Notes for the immediately preceding Distribution Date, together with interest thereon at the Note Interest Rate in effect with respect to such related Interest Accrual Period, calculated on the basis of twelve 30-day months and a 360-day year.

Section 2.04    [Reserved].

Section 2.05    Payments of Interest and Principal.

(a)    The Issuer will cause interest to be paid on each Interest Payment Date and principal to be paid on the Expected Maturity Date; provided, however, that it shall not be an Event of Default if principal is not paid in full on such Expected Maturity Date unless funds for such payment have been allocated in accordance with Section 3.01 of the Indenture Supplement; and provided, further, that if a Class A(2021-2) Adverse Event has occurred and is continuing, principal will instead be payable in monthly installments on each Principal Payment Date for the Class A(2021-2) Notes in accordance with Sections 3.01 and 3.05 of the Indenture Supplement. All payments of interest and principal on the Class A(2021-2) Notes shall be made as set forth in Section 1102 of the Indenture.

(b)    The right of the Class A(2021-2) Noteholders to receive payments from the Issuer will terminate on the Class A(2021-2) Termination Date.

(c)    All payments of principal, interest or other amounts to the Class A(2021-2) Noteholders will be made pro rata based on the Stated Principal Amount of their Class A(2021-2) Notes.

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Section 2.06    Form of Delivery of Class A(2021-2) Notes; Depository; Denominations.

(a)    The Class A(2021-2) Notes shall be delivered in the form of a Global Note which shall be a Registered Note as provided in Section 204 of the Indenture. The form of the Class A(2021-2) Notes is attached hereto as Exhibit A.

(b)    The Depository for the Class A(2021-2) Notes shall be The Depository Trust Company, and the Class A(2021-2) Notes shall initially be registered in the name of Cede & Co., its nominee.

(c)    The Class A(2021-2) Notes will be issued in minimum denominations of $5,000 and integral multiples of $1,000 in excess of that amount.

Section 2.07    Delivery and Payment for the Class A(2021-2) Notes. The Issuer shall execute and deliver the Class A(2021-2) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class A(2021-2) Notes when authenticated, each in accordance with Sections 203 and 303 of the Indenture.

Section 2.08    Targeted Deposits to the Accumulation Reserve Account. The deposit targeted to be made to the Accumulation Reserve Subaccount for the Class A(2021-2) Notes for any Due Period during the Accumulation Reserve Funding Period will be an amount equal to the Targeted Accumulation Reserve Subaccount Deposit minus any amount on deposit in the Accumulation Reserve Subaccount for the Class A(2021-2) Notes.

Section 2.09    Additional Issuances of Notes. Subject to clauses (ii), (iii), (iv) and (v) of Section 2.02 and Section 2.03 of the Indenture Supplement, the Issuer may issue additional Class A(2021-2) Notes, so long as the following conditions precedent are satisfied:

(a)    the Issuer shall have given the Indenture Trustee written notice of such issuance of additional Class A(2021-2) Notes (the “Notice of Additional Issuance”) at least one (1) Business Day in advance of the Issuance Date thereof, which notice shall include:

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All such terms shall be incorporated into and form a part of this Terms Document on and after the effective date of such Class A(2021-2) Notes;

(b)    no Class A(2021-2) Adverse Event has occurred and is continuing; and

(c)    either (i) the issuance of such additional Class A(2021-2) Notes would be treated as part of the same issue as the outstanding Class A(2021-2) Notes under Treasury Regulation Sections 1.1275-1(f)(1) or 1.1275-2(k) or (ii) such additional Class A(2021-2) Notes are not issued with “original issue discount” for purposes of Section 1273 of the Code.

The Issuer shall not have to satisfy the conditions set forth in Section 310 of the Indenture in connection with an issuance of additional Class A(2021-2) Notes so long as such conditions were satisfied or waived in connection with the initial issuance of Class A(2021-2) Notes; provided, however, that the Issuer shall have to deliver to the Indenture Trustee a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance.

Section 2.10    Designation of Additional Amounts to Be Included in the Excess Spread Amount for the DiscoverSeries Notes. At any time that any outstanding Series of certificates issued by the Master Trust provides that the Series Principal Collections allocated to such Series will be deposited into the Group Finance Charge Collections Reallocation Account for the Master Trust to the extent necessary for application to cover shortfalls for other Series issued by the Master Trust, an amount equal to (x) all Series Principal Collections allocated to such Series, multiplied by (y) a fraction, the numerator of which is the sum of the Nominal Liquidation Amounts for each outstanding Tranche of the DiscoverSeries Notes (including the Class A(2021-2) Notes) and the denominator of which is (i) the Aggregate Investor Interest for the Master Trust minus (ii) the sum of the Series Investor Interests for all such Series that provide that the Series Principal Collections allocated to such Series will be so deposited, is hereby designated to be included in the Excess Spread Amount and shall be treated as Series Finance Charge Amounts for the DiscoverSeries.

Section 2.11    Variable Accumulation Period. 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 for the Class A(2021-2) Notes and determine a new Accumulation Commencement Date, subject to the conditions set forth in this Section 2.11; provided, however, that the Accumulation Period shall commence no later than the first day of the Due Period related to the Expected Maturity Date for the Class A(2021-2) Notes. To the extent that the Calculation Agent has previously delayed the commencement of the 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 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).

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The Calculation Agent on behalf of the Issuer shall cause any such adjustment 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, 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 for 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 Series 2007-CC 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 any such adjustment in the commencement of the Accumulation Period will not 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.

Section 2.12    Seller’s Interest to Be Included in the Monthly Statement. The Issuer shall cause the Master Servicer to include the amount of the Seller’s Interest as of the Seller’s Interest Measurement Date on each investor certificateholder’s monthly statement delivered pursuant to the Series 2007-CC Supplement.

Section 2.13    Duties of the Indenture Trustee. For the avoidance of doubt, the Indenture Trustee undertakes to perform only such duties as are specifically set forth in the Indenture, the Indenture Supplement, the Pooling and Servicing Agreement, any Series Supplement and this Agreement and as such shall have no obligation or responsibility to monitor or enforce compliance with Regulation RR, nor shall be liable to any Person for any violation of Regulation RR; provided that nothing in this Section 2.13 shall alter the Indenture Trustee’s duties, obligations or standard of care as set forth in the Indenture or any Indenture Supplement. It is understood and acknowledged that the Indenture Trustee has not provided any advice with respect to the acquisition of the Class A(2021-2) Notes, and has no financial interest in the acquisition of such Class A(2021-2) Notes.

[Remainder of page intentionally blank; signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly executed, all as of the day and year first above written.

[Signature Page to Class A(2021-2) Terms Document]

EXHIBIT A

FORM OF CLASS A(2021-2) NOTE

DISCOVERSERIES CLASS A(2021-2) NOTE

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.

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, WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (i) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF A BENEFIT PLAN INVESTOR (AS DEFINED BELOW) OR PLAN SUBJECT TO SIMILAR LAW (AS DEFINED BELOW) OR (ii) THE ACQUISITION AND HOLDING OF THIS NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A VIOLATION OF SIMILAR LAW. FOR THESE PURPOSES, A “BENEFIT PLAN INVESTOR” INCLUDES AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (B) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE CODE THAT IS SUBJECT TO SECTION 4975 OF THE CODE AND (C) AN

ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” OF THE FOREGOING. “SIMILAR LAW” MEANS ANY LAW SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION SECTIONS OF ERISA OR SECTION 4975 OF THE CODE.

DISCOVER CARD EXECUTION NOTE TRUST

1.03%

DISCOVERSERIES CLASS A(2021-2) 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 CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of $[●] ([●] dollars) payable on the September 15, 2026 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, 2028 Payment Date (the “Legal Maturity Date”). Interest will accrue on this Note at the rate of 1.03% per annum, as more specifically set forth in the Class A(2021-2) Terms Document dated as of September 27, 2021 (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 each Interest Payment Date for the period from and including the previous Interest Payment Date (or, in the case of the first Interest Payment Date for any Class A(2021-2) Notes, from and including the applicable Issuance Date) to but excluding such Interest Payment Date. Interest will be computed on the basis of twelve 30-day months and a 360-day year (or, in the case of the first Interest Payment Date, based on a 15-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 A(2021-2) Notes is $600,000,000.

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 entitled 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.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

REVERSE OF NOTE

This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its 1.03% Class A(2021-2) DiscoverSeries Notes (herein called the “Class A(2021-2) Notes”), all issued under an Amended and Restated Indenture dated as of December 22, 2015 (such Indenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture”), as supplemented by a Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, dated as of December 22, 2015 (such Indenture Supplement, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class A(2021-2) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class A(2021-2) Note that are defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document.

The Class B Notes, the Class C Notes and the Class D Notes of the DiscoverSeries and other tranches of Class A Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement.

The Class A(2021-2) Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement.

Principal of the Class A(2021-2) Notes will be payable on the Expected Maturity Date in an amount described on the face hereof except as otherwise provided in the Indenture or the Indenture Supplement.

As described above, the entire unpaid principal amount of this Class A(2021-2) Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Class A(2021-2) Notes shall be due and payable on the date on which an Event of Default relating to the Class A(2021-2) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class A(2021-2) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however, that such acceleration of the entire unpaid principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes.

On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption.

Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes.

On each Payment Date, the Paying Agent shall distribute to each Holder of Class A(2021-2) Notes of record on the related Record Date (except for the final distribution with respect to this Class A(2021-2) Note) such Holder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class A Notes.

Payments of interest on this Class A(2021-2) Note due and payable on each Payment Date, together with any installment of principal, if any, to the extent not in full payment of this Class A(2021-2) Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Class A(2021-2) Note on the Note Register as of the close of business on each Record Date, except that with respect to Class A(2021-2) Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class A(2021-2) Note be submitted for notation of payment. Any reduction in the principal amount of this Class A(2021-2) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class A(2021-2) Note and of any Class A(2021-2) Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A(2021-2) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class A(2021-2) Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

As provided in the Indenture and subject to certain limitations set forth therein and as set forth in the first legend on the face hereof, the transfer of this Class A(2021-2) Note may be registered on the Note Register upon surrender of this Class A(2021-2) Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Class A(2021-2) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A(2021-2) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by acceptance of a Class A(2021-2) Note or, in the case of a Note Owner, a beneficial interest in a Class A(2021-2) Note, covenants and agrees that by accepting the benefits of the Indenture 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 of, any receivership, insolvency, bankruptcy or other 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.

By acquiring a Class A(2021-2) Note (or interest therein), each Noteholder or Note Owner (and if each Noteholder or Note Owner is a Plan, its fiduciary) shall be deemed to represent and warrant that either: (a) it is not acquiring the Class A(2021-2) Note (or interest therein) with the assets of (i) an “employee benefit plan” as defined in Section 3(3) of Employee Retirement Income Security Act of 1974 (“ERISA”) that is subject to Title I of ERISA, (ii) a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (iii) an entity deemed to hold plan assets of the foregoing (each of (i), (ii) and (iii), a “Benefit Plan Investor”) or (iv) a plan that is subject to federal, state, local or other law that is similar to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code (“Similar Law”); or (b) the acquisition and holding of the Class A(2021-2) Note (or interest therein) will not give rise to a nonexempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any Similar Law.

Prior to the due presentment for registration of transfer of this Class A(2021-2) Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class A(2021-2) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A(2021-2) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66 2/3% of the Outstanding Dollar Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A(2021-2) Note shall be conclusive and binding upon such Holder and upon all future Holders of this Class A(2021-2) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon

this Class A(2021-2) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Class A(2021-2) Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Class A(2021-2) Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS CLASS A(2021-2) NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ANY CONFLICT OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.

No reference herein to the Indenture and no provision of this Class A(2021-2) Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Class A(2021-2) Note at the times, place, and rate, and in the coin or currency herein prescribed.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Class A(2021-2) Note by the acceptance hereof agrees that, except as expressly provided in the Indenture and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class A(2021-2) Note.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Exhibit 4.4

RISK RETENTION AGREEMENT, dated as of September 27, 2021 (this “Agreement”), by and among DISCOVER BANK, a Delaware banking corporation (“Discover Bank”), DISCOVER FUNDING LLC, a Delaware limited liability company (“Discover Funding”), and DISCOVER CARD EXECUTION NOTE TRUST, a Delaware statutory trust (the “Issuer”).

W I T N E S S E T H:

WHEREAS, Discover Bank and Discover Funding have entered into a Receivables Sale and Contribution Agreement, dated as of December 22, 2015 (the “Receivables Sale and Contribution Agreement”), pursuant to which Discover Bank sells to Discover Funding Receivables arising under certain Accounts;

WHEREAS, Discover Bank, Discover Funding, and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), have entered into a Third Amended and Restated Pooling and Servicing Agreement, dated as of December 22, 2015 (as amended, restated, supplemented or otherwise modified, the “Pooling and Servicing Agreement”) and an Amended and Restated Series Supplement, dated as of December 22, 2015 (as amended, restated, supplemented or otherwise modified, the “Series Supplement”), pursuant to which Discover Card Master Trust I issued a Series 2007-CC Collateral Certificate (the “Collateral Certificate”);

WHEREAS, Discover Bank and the Issuer have entered into a Collateral Certificate Transfer Agreement, dated as of July 26, 2007 (as amended, restated, supplemented or otherwise modified, the “Collateral Certificate Transfer Agreement”), pursuant to which Discover Bank conveyed to the Issuer all of its right, title and interest in and to the Collateral Certificate;

WHEREAS, the Issuer and U.S. Bank National Association (the “Indenture Trustee”) have entered into an Amended and Restated Indenture, dated as of December 22, 2015 (as amended, restated, supplemented or otherwise modified, the “Indenture”), and the Second Amended and Restated Indenture Supplement, dated as of December 22, 2015 (as amended, restated, supplemented or otherwise modified, the “Indenture Supplement”), pursuant to the Issuer has issued and may from time to time issue notes; and

WHEREAS, Discover Funding intends to cause the Issuer to issue the Class A(2021-2) Notes pursuant to the Indenture and the Terms Document, dated as of September 27, 2021, between the Issuer and the Indenture Trustee.

NOW, THEREFORE, it is hereby agreed by and between Discover Bank, Discover Funding and the Issuer as follows:

1.    DEFINITIONS. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Terms Document and, if not defined therein, in the Indenture and, if not defined therein, in the Pooling and Servicing Agreement. The following capitalized terms shall have the following meanings:

“Applicable Investor” means each holder of a beneficial interest in any Class A(2021-2) Note that is an “institutional investor” as defined in the EU Securitization Regulation or the UK Securitization Regulation and to which the EU Securitization Regulation or the UK Securitization Regulation, as applicable, applies.

“EU Securitization Regulation” means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation and amending certain other EU directives and regulations, as amended.

“EU Securitization Regulation Rules” means the EU Securitization Regulation, together with all relevant implementing regulations in relation thereto, all regulatory technical standards and implementing technical standards in relation thereto or applicable in relation thereto pursuant to any transitional arrangements made pursuant to the EU Securitization Regulation and, in each case, any relevant guidance published in relation thereto by the European Banking Authority, the European Securities and Markets Authority and/or the European Insurance and Occupational Pensions Authority (or, in each case, any predecessor or any other applicable regulatory or supervisory authority) or by the European Commission, in each case, as amended and in effect from time to time.

“EUWA” means European Union (Withdrawal) Act 2018, as amended.

“UK Securitization Regulation” means Regulation (EU) 2017/2402 as it forms part of UK domestic law as “retained EU law” by operation of the EUWA and as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019, and as further amended.

“UK Securitization Regulation Rules” means the UK Securitization Regulation, together with (a) all applicable binding technical standards made under the UK Securitization Regulation, (b) all EU regulatory technical standards or implementing technical standards relating to the EU Securitization Regulation (including such regulatory technical standards or implementing technical standards which are applicable pursuant to any transitional provisions of the EU Securitization Regulation) forming part of UK domestic law by operation of the EUWA, (c) any relevant guidance, policy statements or directions relating to the application of the UK Securitization Regulation (or any binding technical standards) published by the Financial Conduct Authority and/or the Prudential Regulation Authority (or their successors), (d) any guidelines relating to the application of the EU Securitization Regulation which are applicable in the UK, (e) any other transitional, saving or other provision relevant to the UK Securitization Regulation by virtue of the operation of the EUWA and (f) any other applicable laws, acts, statutory instruments, rules, guidance or policy statements published or enacted relating to the UK Securitization Regulation, in each case as may be further amended, supplemented or replaced from time to time.

2.    REPRESENTATIONS. Discover Bank represents and warrants to the Issuer and the Indenture Trustee (solely for the benefit of the Applicable Investors) that as of the date hereof:

(a)    Discover Bank has full corporate power and authority to execute and deliver this Agreement and perform the terms and provisions hereof;

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(b)    The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action, and do not require any approval or consent of any governmental agency or authority; and

(c)    This Agreement is the valid, binding and enforceable obligation of Discover Bank, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors’ rights generally or by general equity principles.

3.    COVENANTS. Discover Bank hereby confirms, represents and warrants to and agrees with, and irrevocably and unconditionally undertakes to the Issuer and the Indenture Trustee, solely for the benefit of each Applicable Investor, on an ongoing basis, with reference to Article 6 of the EU Securitization Regulation and Article 6 of the UK Securitization Regulation, in each case as in effect and applicable on the date hereof (which is also the date of issuance of the Class A(2021-2) Notes), that:

(a)    Discover Bank, as “originator” for the purposes of Article 6 of the EU Securitization Regulation and Article 6 of the UK Securitization Regulation, in each case as in effect and applicable on the date of the issuance of the Class A(2021-2) Notes, on an ongoing basis will retain a material net economic interest that is not less than 5% of the nominal value of each of the securitized exposures (measured at origination), in a form that is intended to qualify as an originator’s interest as provided in option (b) of Article 6(3) of the EU Securitization Regulation and Article 6(3) of the UK Securitization Regulation, in each case as in effect and applicable on the date of the issuance of the Class A(2021-2) Notes, by holding all the membership interest in the depositor, which in turn holds all or part of the Transferor Interest (the “Retained Interest”);

(b)    Discover Bank will not (and will not permit Discover Funding LLC or any of its other affiliates to) allow the retained interest to be subject to any credit risk mitigation or other hedge or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the Retained Interest, except to the extent permitted by the EU Securitization Regulation Rules and the UK Securitization Regulation Rules;

(c)    Discover Bank will not change the retention option or the method of calculating the Retained Interest while the Class A(2021-2) Notes are outstanding, except to the extent permitted by the EU Securitization Regulation Rules and the UK Securitization Regulation Rules; and

(d)    Discover Bank will provide ongoing confirmation of Discover Bank’s continued compliance with its obligations described in (a), (b) and (c) above in or concurrently with the delivery of each Certificateholders’ Monthly Statement.

4.    AGREEMENTS OF DISCOVER FUNDING. Discover Funding hereby acknowledges the terms and conditions of this Agreement and, further, covenants that it will not sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest other than as directed by Discover Bank and as permitted in accordance with the terms of this Agreement.

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5.    LIMITATION OF LIABILITY.

(a)    It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Company not individually or personally but solely as Owner Trustee under the Amended and Restated Trust Agreement, dated as of December 22, 2015 (the “Trust Agreement”), between Discover Funding LLC and Wilmington Trust Company, and in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained will be construed as creating any liability on the Wilmington Trust Company individually or personally, to perform any covenant of the Issuer either expressed or implied herein, all such liability, if any, being expressly waived by the parties to this Agreement and by any person claiming by, through or under them and (iv) under no circumstances will Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any related documents.

(b)    Notwithstanding anything to the contrary contained herein or in any other document or agreement relating to the Class A(2021-2) Notes, in no event shall Discover Bank or Discover Funding be liable to the Indenture Trustee, the Issuer, the Owner Trustee, any Applicable Investor or any other Noteholder, or responsible for, losses in respect of the Class A(2021-2) Notes or any interest therein, including, without limitation any loss of value of any Class A(2021-2) Note or any interest therein, due to the failure of the Retained Interest and compliance by Discover Bank and Discover Funding with the terms of this Agreement to satisfy any of the EU Securitization Regulation Rules or the UK Securitization Regulation Rules or any other similar or equivalent provisions now or hereafter in effect.

6.    MISCELLANEOUS.

(a)    THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ANY CONFLICT OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.

(b)    EACH OF THE PARTIES HERETO (AND EACH APPLICABLE INVESTOR BY ACCEPTING THE BENEFITS HEREOF) HEREBY AGREES TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

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(c)    All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including telecopies, email, telegraphic, telex or cable communication) and mailed, emailed (with “PDF” attachment in the case of any signed notice or communication), telecopied with receipt confirmed by telephone, telegraphed, telexed, cabled or delivered, as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and communications shall, when mailed, emailed, telecopied, telegraphed, telexed or cabled, be effective when deposited in the mail, emailed, telecopied, delivered to the telegraph company, confirmed by telex answer back or delivered to the cable company, respectively.

If to Discover Bank:

12 Read’s Way

New Castle, Delaware 19720

Attention: Secretary

If to Discover Funding:

12 Read’s Way

New Castle, Delaware 19720

Attention: Secretary

If to the Issuer:

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration

(d)    Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated except by a writing signed by a duly authorized officer of the party against whom enforcement of such change, waiver, discharge or termination is sought to be enforced.

(e)    Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or is held to be void or unenforceable in any particular jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.

(f)    This Agreement constitutes the entire agreement and understanding of the parties with respect to the matters addressed herein, and this Agreement supersedes any prior agreements and/or understandings, written or oral, with respect to such matters.

(g)    The Issuer is a party to this Agreement solely for the purposes of obtaining the benefit of the representations, warranties and covenants contained therein and under no circumstances shall it be deemed to have undertaken any obligations thereunder or by virtue of its entry into this Agreement.

(h)    The Indenture Trustee is a third party beneficiary of this Agreement solely for the purpose of obtaining the benefit of the representations, warranties and covenants contained herein and under no circumstances shall it be deemed to have undertaken any obligations hereunder. For the avoidance of doubt, in no event shall the Indenture Trustee have any responsibility to monitor compliance with or be charged with knowledge of any of the EU Securitization Regulation Rules or the UK Securitization Regulation Rules, nor shall it be liable to any Applicable Investor, Noteholder or any party whatsoever for any violation of any of the EU Securitization Regulation Rules or the UK Securitization Regulation Rules or any similar provisions now or hereafter in effect or for any breach of any term of this Agreement.

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Discover Bank, Discover Funding and the Issuer have caused this Agreement to be duly executed by their respective officers as of the date first above written.

Exhibit 5.1

Class A(2021-1) Notes, Registration Statement on Form SF-3

(No. 333-228025)

We have acted as special counsel for Discover Bank, a Delaware banking corporation (“Discover Bank”), Discover Funding LLC, a Delaware limited liability company (“Discover Funding”), and Discover Card Execution Note Trust (the “Note Issuance Trust”), in connection with the offering of the Class A(2021-1) notes (the “Notes”) described in the prospectus dated September 20, 2021 (the “Prospectus”), which has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) of the Securities and Exchange Act of 1933, as amended (the “Act”). The Notes will be sold pursuant to an Underwriting Agreement, dated as of September 20, 2021 (the “Underwriting Agreement”), among Discover Bank, Discover Funding, the Note Issuance Trust and the representatives of the underwriters named in the Prospectus. The Notes will be issued pursuant to the Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amended and Restated Indenture Supplement, dated as of August 27, 2019 (the “Indenture”), between the Note Issuance Trust and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”), as supplemented by the Second Amended and Restated Indenture Supplement, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amended and Restated Indenture Supplement, dated as of August 27, 2019 (the “Indenture Supplement”), between the Note Issuance Trust and the Indenture Trustee, and the Terms Document, to be dated on or about September 27, 2021 (the “Terms Document”), between the Note Issuance Trust and the Indenture Trustee. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned to them in the Indenture.

We have examined executed copies of the above captioned Registration Statement, as amended (the “Registration Statement”), registering asset-backed notes representing debt of the Note Issuance Trust, the Indenture, the Indenture Supplement, the Terms Document and such other documents as we have deemed necessary for the purposes of this opinion (collectively, the “Transaction Documents”). We are familiar with the proceedings taken by Discover Funding in connection with the authorization of the issuance and sale of the Notes, and have examined such documents and such questions of law and fact as we have deemed necessary in order to express the opinion hereinafter stated.

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP

(Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados

(a Brazilian partnership).

MAYER BROWN LLP

Discover Funding LLC

September 22, 2021

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We are opining herein as to the effect on the subject transactions of only United States federal law, the laws of the State of New York (excluding any municipal laws), the banking laws of the State of Delaware, the limited liability company laws of the State of Delaware and the Delaware Statutory Trust Act and we express no opinion with respect to the applicability thereto or the effect thereon of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state.

We have assumed that the purchase price for the Notes will be paid to Discover Funding by the underwriters named in the Prospectus.

In rendering the opinions set forth herein, we have relied upon and assumed:

On the basis of the foregoing examination and assumptions, and upon consideration of applicable law, it is our opinion that the Notes are in proper form, and when executed, authenticated and delivered as specified in the Indenture and delivered against the payment of consideration specified in the Underwriting Agreement will be legal and binding obligations of the Note Issuance Trust, enforceable against the Note Issuance Trust in accordance with their terms.

Our opinion set forth above is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and by the discretion of the court before which any proceeding therefore may be brought.

MAYER BROWN LLP

Discover Funding LLC

September 22, 2021

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We hereby consent to the filing of this letter as part of Discover Funding’s Current Report on Form 8-K, dated of even date herewith for incorporation in the Registration Statement and to the references to this firm under the heading “Legal Matters” in the Prospectus, without admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement.

Exhibit 5.2

Class A(2021-2) Notes, Registration Statement on Form SF-3

(No. 333-228025)

We have acted as special counsel for Discover Bank, a Delaware banking corporation (“Discover Bank”), Discover Funding LLC, a Delaware limited liability company (“Discover Funding”), and Discover Card Execution Note Trust (the “Note Issuance Trust”), in connection with the offering of the Class A(2021-2) notes (the “Notes”) described in the prospectus dated September 20, 2021 (the “Prospectus”), which has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) of the Securities and Exchange Act of 1933, as amended (the “Act”). The Notes will be sold pursuant to an Underwriting Agreement, dated as of September 20, 2021 (the “Underwriting Agreement”), among Discover Bank, Discover Funding, the Note Issuance Trust and the representatives of the underwriters named in the Prospectus. The Notes will be issued pursuant to the Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amended and Restated Indenture Supplement, dated as of August 27, 2019 (the “Indenture”), between the Note Issuance Trust and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”), as supplemented by the Second Amended and Restated Indenture Supplement, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amended and Restated Indenture Supplement, dated as of August 27, 2019 (the “Indenture Supplement”), between the Note Issuance Trust and the Indenture Trustee, and the Terms Document, to be dated on or about September 27, 2021 (the “Terms Document”), between the Note Issuance Trust and the Indenture Trustee. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned to them in the Indenture.

We have examined executed copies of the above captioned Registration Statement, as amended (the “Registration Statement”), registering asset-backed notes representing debt of the Note Issuance Trust, the Indenture, the Indenture Supplement, the Terms Document and such other documents as we have deemed necessary for the purposes of this opinion (collectively, the “Transaction Documents”). We are familiar with the proceedings taken by Discover Funding in connection with the authorization of the issuance and sale of the Notes, and have examined such documents and such questions of law and fact as we have deemed necessary in order to express the opinion hereinafter stated.

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP

(Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados

(a Brazilian partnership).

MAYER BROWN LLP

Discover Funding LLC

September 22, 2021

Page 2

We are opining herein as to the effect on the subject transactions of only United States federal law, the laws of the State of New York (excluding any municipal laws), the banking laws of the State of Delaware, the limited liability company laws of the State of Delaware and the Delaware Statutory Trust Act and we express no opinion with respect to the applicability thereto or the effect thereon of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state.

We have assumed that the purchase price for the Notes will be paid to Discover Funding by the underwriters named in the Prospectus.

In rendering the opinions set forth herein, we have relied upon and assumed:

On the basis of the foregoing examination and assumptions, and upon consideration of applicable law, it is our opinion that the Notes are in proper form, and when executed, authenticated and delivered as specified in the Indenture and delivered against the payment of consideration specified in the Underwriting Agreement will be legal and binding obligations of the Note Issuance Trust, enforceable against the Note Issuance Trust in accordance with their terms.

Our opinion set forth above is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and by the discretion of the court before which any proceeding therefore may be brought.

MAYER BROWN LLP

Discover Funding LLC

September 22, 2021

Page 3

We hereby consent to the filing of this letter as part of Discover Funding’s Current Report on Form 8-K, dated of even date herewith for incorporation in the Registration Statement and to the references to this firm under the heading “Legal Matters” in the Prospectus, without admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement.

Exhibit 8.1

We have acted as special counsel for Discover Bank, a Delaware banking corporation (“Discover Bank”), Discover Funding LLC, a Delaware limited liability company (“Discover Funding”), and Discover Card Execution Note Trust (the “Note Issuance Trust”), in connection with the offering of the Class A(2021-1) notes (the “Notes”) described in the prospectus dated September 20, 2021 (the “Prospectus”), which has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) of the Securities Exchange Act of 1933, as amended (the “Act”). Unless otherwise defined herein, all capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Prospectus.

Our opinion is based on our examination of the Prospectus, the Amended and Restated Indenture, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amended and Restated Indenture Supplement, dated as of August 27, 2019 (the “Indenture”), between the Note Issuance Trust and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”), and as supplemented by the Second Amended and Restated Indenture Supplement, dated as of December 22, 2015, as amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amended and Restated Indenture Supplement, dated as of August 27, 2019, between the Note Issuance Trust and the Indenture Trustee, and the Terms Document, to be dated on or about September 27, 2021, between the Note Issuance Trust and the Indenture Trustee, and such other documents, instruments and information as we considered necessary.

Our opinion is also based on (i) the assumption that neither the Indenture Trustee nor any affiliate thereof will become either the servicer or the delegee of the servicer; (ii) the assumption that all agreements relating to the creation of the Note Issuance Trust and the issuance and sale of the Notes will remain in full force and effect; (iii) the assumption that all agreements and documents required to be executed and delivered in connection with the issuance and sale of the Notes will be so executed and delivered by properly authorized persons in substantial conformity with the drafts thereof as described in the Prospectus, and the transactions contemplated to occur under such agreements and documents in fact occur in accordance with the terms thereof; and (iv) currently applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP

(Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados

(a Brazilian partnership).

Mayer Brown LLP

Discover Funding LLC

September 22, 2021

Page 2

regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. This opinion is subject to the explanations and qualifications set forth under the caption “U.S. Federal Income Tax Considerations” in the Prospectus. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein.

While the tax description does not purport to discuss all possible U.S. federal income tax ramifications of the purchase, ownership and disposition of the Notes, particularly to U.S. purchasers subject to special rules under the Internal Revenue Code of 1986, as amended, based on the foregoing, as of the date hereof, we hereby adopt and confirm the statements set forth under the caption “U.S. Federal Income Tax Considerations” in the Prospectus, which discuss the U.S. federal income tax consequences of the purchase, ownership and disposition of the Notes. There can be no assurance, however, that the tax conclusions presented therein will not be successfully challenged by the IRS, or significantly altered by new legislation, changes in IRS positions or judicial decisions, any of which challenges or alterations may be applied retroactively with respect to completed transactions.

Mayer Brown LLP

Discover Funding LLC

September 22, 2021

Page 3

We hereby consent to the use of our name therein and to the filing of this letter as part of Discover Funding’s Current Report on Form 8-K, dated of even date herewith for incorporation in the above captioned Registration Statement, as amended (the “Registration Statement”), and to the references to this firm under the caption “U.S. Federal Income Tax Considerations” in the Prospectus, without admitting we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this Form 8-K.

Exhibit 8.2