0001193125-17-091858.txt : 20170322 0001193125-17-091858.hdr.sgml : 20170322 20170322133833 ACCESSION NUMBER: 0001193125-17-091858 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20161231 0001645731 0000894327 FILED AS OF DATE: 20170322 DATE AS OF CHANGE: 20170322 Credit card FILER: COMPANY DATA: COMPANY CONFORMED NAME: Discover Card Execution Note Trust CENTRAL INDEX KEY: 0001407200 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-141703-02 FILM NUMBER: 17706295 BUSINESS ADDRESS: STREET 1: C/O DISCOVER BANK STREET 2: 12 READS WAY CITY: NEW CASTLE STATE: DE ZIP: 19720 BUSINESS PHONE: 3023237434 MAIL ADDRESS: STREET 1: C/O DISCOVER BANK STREET 2: 12 READS WAY CITY: NEW CASTLE STATE: DE ZIP: 19720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISCOVER CARD MASTER TRUST I CENTRAL INDEX KEY: 0000894329 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 510020270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23108 FILM NUMBER: 17706296 BUSINESS ADDRESS: STREET 1: C/O DISCOVER BANK STREET 2: 12 READS WAY CITY: NEW CASTLE STATE: DE ZIP: 19720 BUSINESS PHONE: 3023237434 MAIL ADDRESS: STREET 1: C/O DISCOVER BANK STREET 2: 12 READS WAY CITY: NEW CASTLE STATE: DE ZIP: 19720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Discover Funding LLC CENTRAL INDEX KEY: 0001645731 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 474047337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-205455 FILM NUMBER: 17706297 BUSINESS ADDRESS: STREET 1: 12 READ'S WAY CITY: NEW CASTLE STATE: DE ZIP: 19720 BUSINESS PHONE: 303-323-7626 MAIL ADDRESS: STREET 1: 12 READ'S WAY CITY: NEW CASTLE STATE: DE ZIP: 19720 10-K 1 d353332d10k.htm 10-K 10-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

(Mark One)

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                    

 

 

DISCOVER CARD EXECUTION NOTE TRUST

(Exact name of issuing entity in respect of the notes as specified in its charter)

Commission File Numbers of issuing entity in respect of the notes:

333-141703-02, 333-167413, 333-191359, 333-205455-01

Central Index Key Number of issuing entity in respect of the notes: 0001407200

DISCOVER CARD MASTER TRUST I

(Exact name of issuing entity in respect of the Series 2007-CC Collateral Certificate as specified in its charter)

Commission File Numbers of issuing entity in respect of the Series 2007-CC Collateral Certificate:

000-23108, 333-141703, 333-167413-02, 333-191359-02, 333-205455-02

Central Index Key Number of issuing entity in respect of the Series 2007-CC Collateral Certificate:

0000894329

DISCOVER BANK

(Exact name of sponsor as specified in its charter)

Commission File Numbers of sponsor:

033-54804, 333-141703-01, 333-167413-01, 333-191359-01

Central Index Key Number of sponsor: 0000894327

DISCOVER FUNDING LLC

(Exact name of depositor as specified in its charter)

Commission File Number of depositor:

333-205455

Central Index Key Number of depositor: 0001645731

 

Delaware   51-0020270
(State of organization)   (I.R.S. Employer Identification No. of the sponsor)
  47-4047337
  (I.R.S. Employer Identification No. of the depositor)

12 Read’s Way

New Castle, Delaware

  19720
(Address of principal executive offices)   (Zip Code)

Depositor’s telephone number, including area code: (302) 323-7315

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

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

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act.     Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. (Check one):

 

Large Accelerated Filer      Accelerated Filer  
Non-Accelerated Filer      Smaller Reporting Company  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Registrant has no voting or non-voting common equity outstanding held by non-affiliates.

 

 

 


PART I

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

Item 1. Business.

Item 1A. Risk Factors.

Item 2. Properties.

Item 3. Legal Proceedings.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Substitute information provided in accordance with General Instruction J to Form 10-K:

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).

The primary asset of Discover Card Execution Note Trust (the “Note Issuance Trust”) is the Discover Card Master Trust I, Series 2007-CC collateral certificate, which represents an undivided interest in Discover Card Master Trust I (the “Master Trust”), whose assets include Discover Card receivables existing as of specified dates in designated accounts, which receivables have been transferred to the Master Trust by Discover Bank and Discover Funding LLC, as applicable. The investor interest in receivables for the collateral certificate reflects the aggregate nominal liquidation amount of notes issued by the Note Issuance Trust. The Master Trust, therefore, may be considered a significant obligor in relation to the Note Issuance Trust. Pursuant to Instruction 3.b. to Item 1112(b) of Regulation AB, the information required by Instruction J to Form 10-K in respect of the Master Trust has been disclosed in this report on Form 10-K in lieu of the information otherwise contemplated by Item 1112(b).

The pool assets held by the Master Trust do not include any significant obligors.

Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers) (Financial Information).

Not applicable.

Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

Not applicable.

Item 1117 of Regulation AB. Legal Proceedings.

Discover Bank

In the normal course of business, from time to time, Discover Bank and/or one or more of its affiliates have been named as a defendant in various legal actions, including arbitrations, class actions, and other litigation, arising in connection with our activities. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Discover Bank contests liability and/or the amount of damages as appropriate in each pending matter.

Discover Bank has historically relied on the arbitration clause in its cardmember agreements, which has in some instances limited the costs of, and our exposure to, litigation, but there can be no assurance that Discover Bank will continue to be successful in enforcing its arbitration clause in the future. Legal challenges to the enforceability of these clauses have led most card issuers and may cause Discover Bank to discontinue their use. Discover Bank

 

2


and/or one or more of its affiliates is involved in pending legal actions challenging its arbitration clause. Bills are periodically introduced in Congress to directly or indirectly prohibit the use of pre-dispute arbitration clauses, and the Dodd-Frank Act authorized the CFPB to conduct a study on pre-dispute arbitration clauses and, based on the study, potentially limit or ban arbitration clauses. On March 10, 2015, the CFPB released its report to Congress on pre-dispute arbitration as required by the Dodd-Frank Act. On October 7, 2015, the CFPB announced that it was considering proposing rules on arbitration agreements that would (i) effectively ban consumer financial companies from using arbitration clauses to prevent class action cases and (ii) require records of all other arbitrations to be provided to the CFPB for potential publication on its website. On May 5, 2016, the CFPB issued a notice of proposed rulemaking that, amongst other things, would prohibit the use of class action waivers in pre-dispute arbitration clauses in connection with a broad range of consumer financial products and services, including credit cards. The timing and provisions of any final rule are uncertain at this time.

Discover Bank and its affiliates are also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental regulatory and enforcement agencies regarding our business, including, among other matters, accounting, tax and operational matters, some of which may result in adverse judgments, settlements, fines, penalties, injunctions, decreases in regulatory ratings or other relief, which could materially impact Discover Bank’s financial results, increase its cost of operations, require a change in business activities and product offerings or limit its ability to execute its business strategies and engage in certain business activities. As described below, the CFPB recently concluded an investigation into certain student loan practices of Discover Bank. Litigation and regulatory actions could also adversely affect Discover Bank’s reputation.

On June 13, 2014, Discover Bank entered into a Consent Order with the FDIC to resolve previously disclosed matters related to the FDIC’s examination of Discover Bank’s anti-money laundering and related compliance programs. In the Consent Order, Discover Bank agreed to, among other things, enhance its anti-money laundering and related compliance programs. The order does not include civil money penalties but does cause Discover Bank to incur significant expenses. In May 2015, the Federal Reserve and Discover Financial Services entered into a supervisory action requiring enhancements to the Company’s enterprise-wide anti-money laundering and related compliance programs.

On July 22, 2015, Discover Bank, The Student Loan Corporation and Discover Products Inc. (“DPI”) agreed to a consent order with the CFPB resolving the CFPB’s investigation into certain student loan servicing practices. The consent order requires Discover Bank, The Student Loan Corporation and DPI to provide redress of approximately $16 million to consumers who may have been affected by the activities described in the consent order related to certain collection calls, overstatements of minimum payment due amounts in billing statements and provision of interest paid information to consumers, and provide regulatory disclosures with respect to loans acquired in default. In addition, Discover Bank, The Student Loan Corporation and DPI are required to pay a $2.5 million civil money penalty to the CFPB. As required by the consent order, on October 19, 2015, Discover Bank, the Student Loan Corporation and DPI submitted to the CFPB a redress plan and a compliance plan designed to ensure that they provide redress and otherwise comply with the terms of the order.

U.S. Bank National Association

Since 2014 various plaintiffs or groups of plaintiffs, primarily investors, have filed claims against U.S. Bank National Association (“U.S. Bank”), in its capacity as trustee or successor trustee (as the case may be) under certain residential mortgage backed securities (“RMBS”) trusts. The plaintiffs or plaintiff groups have filed substantially similar complaints against other RMBS trustees, including Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo. The complaints against U.S. Bank allege the trustee caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers for these RMBS trusts and assert causes of action based upon the trustee’s purported failure to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties concerning loan quality. The complaints also assert that the trustee failed to notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and that the trustee purportedly failed to abide by a heightened standard of care following alleged events of default.

 

3


Currently U.S. Bank is a defendant in multiple actions alleging individual or class action claims against the trustee with respect to multiple trusts as described above with the most substantial case being: BlackRock Balanced Capital Portfolio et al v. U.S. Bank National Association, No. 605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect to approximately 794 trusts) and its companion case BlackRock Core Bond Portfolio et al v. U.S. Bank National Association, No. 14-cv-9401 (S.D.N.Y.). Some of the trusts implicated in the aforementioned Blackrock cases, as well as other trusts, are involved in actions brought by separate groups of plaintiffs related to no more than 100 trusts per case.

U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on U.S. Bank or the RMBS trusts. However, U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.

Other than as set forth above, there are no legal proceedings pending or known to be contemplated by authorities against any of U.S. Bank National Association, as indenture trustee, Wilmington Trust Company, as owner trustee, Discover Bank, as sponsor and servicer, Discover Card Master Trust I, as issuing entity of the collateral certificate, Discover Card Execution Note Trust, as issuing entity of the notes, Discover Funding LLC, as depositor, or any sub-servicer, or of which any property of the foregoing is subject, that are material to holders of the notes.

PART II

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Item 6. Selected Financial Data.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Item 8. Financial Statements and Supplementary Data.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9A. Controls and Procedures.

Item 9B. Other Information.

None.

PART III

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

Item 10. Directors, Executive Officers and Corporate Governance.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Item 14. Principal Accountant Fees and Services.

Substitute information provided in accordance with General Instruction J to Form 10-K:

Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.

Discover Bank, which acts as the sponsor of its securitizations, is a wholly owned subsidiary of Discover Financial Services. Discover Funding LLC, which is a wholly owned subsidiary of Discover Bank, acts as depositor and beneficiary for the Note Issuance Trust and as holder of the residual transferor interest of the Master Trust. Discover Financial Services acquired Discover Bank in January 1985. Discover Bank and the trustee for the Master Trust formed the Master Trust in October 1993. Discover Bank originates the credit card receivables generated

 

4


under certain designated Discover card accounts and transfers such credit card receivables to Discover Funding LLC for further transfer to the Master Trust. Discover Bank and the owner trustee formed the Note Issuance Trust on July 2, 2007. Discover Bank transferred an undivided interest in the receivables and other assets of the Master Trust, represented by the collateral certificate, to the Note Issuance Trust to support the issuance of notes on July 26, 2007.

Discover Bank acts as master servicer for the Master Trust and is currently the only servicer under the Pooling and Servicing Agreement with respect to the receivables. During the reporting period, Discover Bank outsourced certain servicing functions to its affiliate, DPI. DPI contracted with BancTec, Inc., as third-party service provider, for certain check processing and related services. However, Discover Bank is ultimately responsible for the overall servicing function. Discover Bank also acts as calculation agent for the Note Issuance Trust, which is part of the servicing function.

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

Each of Discover Bank, DPI, BancTec, Inc. and U.S. Bank National Association (each, a “Servicing Participant”) has been identified as a party participating in the servicing function during the reporting period with respect to the pool assets held by each of the Master Trust and the Note Issuance Trust. Each of Discover Bank, DPI, BancTec, Inc. and U.S. Bank National Association has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”) during the year ended December 31, 2016, which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of Discover Bank, DPI, BancTec, Inc. and U.S. Bank National Association has provided an attestation report (each, an “Attestation Report”) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K. None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria applicable to such Servicing Participant described in the related Report on Assessment.

Item 1123 of Regulation AB. Servicer Compliance Statement.

Each of Discover Bank and DPI has been identified as a servicer during the reporting period with respect to the pool assets held by each of the Master Trust and the Note Issuance Trust. Each of Discover Bank and DPI has provided a statement of compliance (each, a “Compliance Statement”) with respect to the servicing activities conducted during the Note Issuance Trust’s year ended December 31, 2016, signed by an authorized officer, and each such Compliance Statement is attached as an exhibit to this Form 10-K.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

 

(a) List of documents filed as part of this Report

 

  (1) Not applicable.

 

  (2) Not applicable.

 

  (3) See Item 15(b) below.

 

(b) The Exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index below.

 

(c) Not applicable.

Item 16. Form 10–K Summary.

Not applicable.

 

5


SIGNATURES

Pursuant to the requirements of Section 13 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: March 22, 2017    
    Discover Funding LLC
    (as Depositor for Discover Card Master Trust I and Discover Card Execution Note Trust and as registrant under Commission File Number 333-205455)
    By:  

/s/ Michael F. Rickert

    Name:   Michael F. Rickert
    Title:   Vice President, Chief Financial Officer and Treasurer
      (senior officer in charge of securitization)
    Discover Bank
    (as registrant under Commission File Numbers 333-141703-01, 333-167413-01 and 333-191359-01)
    By:  

/s/ Michael F. Rickert

    Name:   Michael F. Rickert
    Title:   Vice President, Chief Financial Officer and Assistant Treasurer
      (senior officer in charge of securitization)

 

6


EXHIBIT INDEX

 

EXHIBIT    DESCRIPTION
3.1    Limited Liability Company Agreement of Discover Funding LLC, dated as of May 18, 2015 (incorporated by reference to Exhibit 3.1 of Discover Funding LLC’s Form SF-3 filed on July 2, 2015).
4.1    Receivables Sale and Contribution Agreement, between Discover Bank and Discover Funding LLC, dated as of December 22, 2015 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on December 23, 2015).
4.2    Third Amended and Restated Pooling and Servicing Agreement, among Discover Bank as Master Servicer and Servicer, Discover Funding LLC, as Depositor and U.S. Bank National Association, as Trustee, dated as of December 22, 2015 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trust’s Current Report on Form 8-K filed on December 23, 2015).
4.3.1    Amended and Restated Series Supplement for Series 2007-CC between Discover Bank, as Master Servicer and Servicer, Discover Funding LLC, as Depositor and U.S. Bank National Association, as Trustee, dated as of December 22, 2015, including the form of collateral certificate (incorporated by reference to Exhibit 4.3 to the Note Issuance Trust’s Current Report on Form 8-K filed on December 23, 2015).
4.3.2    Collateral Certificate Transfer Agreement between Discover Bank, as Depositor, and Discover Card Execution Note Trust dated as of July 26, 2007 (incorporated by reference to Exhibit 4.4 to the Note Issuance Trust’s Current Report on Form 8-K filed on July 27, 2007 (No. 033-54804, 000-23108 and 333-141703-02)).
4.4    Amended and Restated Indenture between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of December 22, 2015 (incorporated by reference to Exhibit 4.4 to the Note Issuance Trust’s Current Report on Form 8-K filed on December 23, 2015).
4.5    Second Amended and Restated Indenture Supplement between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of December 22, 2015 (incorporated by reference to Exhibit 4.5 to the Note Issuance Trust’s Current Report on Form 8-K filed on December 23, 2015).
4.6    Amended and Restated Trust Agreement between Wilmington Trust Company, as Owner Trustee, and Discover Funding LLC, as Beneficiary (incorporated by reference to Exhibit 4.6 to the Note Issuance Trust’s Current Report on Form 8-K filed on December 23, 2015).
4.7.1    Class A(2007-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of October 4, 2007 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on October 9, 2007 (No. 033-54804, 000-23108 and 333-141703-02)).
4.7.2    Amendment to Terms Documents between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of March 31, 2008 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on March 31, 2008 (No. 033-54804, 000-23108 and 333-141703-02)).
4.7.3    Class A(2008-C) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 28, 2008 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on August 29, 2008 (No. 033-54804, 000-23108 and 333-141703-02)).

 

7


4.7.4    Omnibus Amendment to Indenture Supplement and Terms Documents between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of July 2, 2009 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on July 6, 2009 (No. 033-54804, 000-23108 and 333-141703-02)).
4.7.5    Class D(2009-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of July 2, 2009 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trust’s Current Report on Form 8-K filed on July 6, 2009 (No. 033-54804, 000-23108 and 333-141703-02)).
4.7.6    Omnibus Amendment to Terms Documents between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of January 13, 2010 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on January 13, 2010 (No. 033-54804, 000-23108 and 333-141703-02)).
4.7.7    Class A(2010-C) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of May 27, 2010 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on May 27, 2010 (No. 033-54804, 000-23108 and 333-141703-02)).
4.7.8    Third Omnibus Amendment to Terms Documents between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of June 4, 2010 (incorporated by reference to Exhibit 4.6 to the Note Issuance Trust’s Current Report on Form 8-K filed on June 4, 2010 (No. 033-54804, 000-23108 and 333-141703-02)).
4.7.9    Class A(2010-D) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of November 23, 2010 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on November 23, 2010 (No. 033-54804, 000-23108 and 333-141703-02)).
4.7.10    Class A(2010-E) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of December 21, 2010 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on December 22, 2010 (No. 033-54804, 000-23108 and 333-141703-02)).
4.7.11    Class A(2011-A) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of January 28, 2011 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on February 1, 2011 (No. 033-54804, 000-23108 and 333-141703-02)).
4.7.12    Class A(2011-B) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of February 11, 2011 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on February 15, 2011 (No. 033-54804, 000-23108 and 333-141703-02)).
4.7.13    Amendment to Class A(2010-C) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of November 15, 2011 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on November 15, 2011).
4.7.14    Class A(2012-A) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of March 29, 2012 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on March 29, 2012).

 

8


4.7.15    Second Amendment to Class A(2010-C) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of April 30, 2012 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on April 30, 2012).
4.7.16    Class A(2012-4) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of June 13, 2012 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trust’s Current Report on Form 8-K filed on June 12, 2012).
4.7.17    Class A(2012-6) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 7, 2012 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trust’s Current Report on Form 8-K filed on August 6, 2012).
4.7.18    Class A(2013-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of February 13, 2013 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on February 12, 2013).
4.7.19    Class A(2013-4) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of July 23, 2013 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on July 22, 2013).
4.7.20    Third Amendment to Class A(2008-C) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 30, 2013 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on August 30, 2013).
4.7.21    Class A(2013-6) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of October 29, 2013 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trust’s Current Report on Form 8-K filed on October 28, 2013).
4.7.22    Class A(2014-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of January 27, 2014 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on January 24, 2014).
4.7.23    Class A(2014-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of March 11, 2014 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on March 10, 2014).
4.7.24    Class B(2014-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of April 30, 2014 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on April 30, 2014).
4.7.25    Class C(2014-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of April 30, 2014 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trust’s Current Report on Form 8-K filed on April 30, 2014).

 

9


4.7.26    Class A(2014-3) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of May 5, 2014 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on May 2, 2014).
4.7.27    Class A(2014-4) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 5, 2014 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on August 4, 2014).
4.7.28    Class A(2014-5) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of October 16, 2014 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on October 16, 2014).
4.7.29    Class B(2014-3) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of December 9, 2014 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on December 9, 2014).
4.7.30    Class C(2014-3) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of December 9, 2014 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trust’s Current Report on Form 8-K filed on December 9, 2014).
4.7.31    Class A(2015-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of February 26, 2015 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on February 27, 2015).
4.7.32    Class A(2015-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of April 29, 2015 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on April 29, 2015).
4.7.33    Class A(2015-A) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of June 19, 2015 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on June 22, 2015).
4.7.34    Class B(2015-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 14, 2015 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on August 14, 2015).
4.7.35    Class A(2015-3) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of October 7, 2015 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on October 7, 2015).
4.7.36    Class B(2015-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of October 15, 2015 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on October 15, 2015).
4.7.37    Class C(2015-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of October 15, 2015 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trust’s Current Report on Form 8-K filed on October 15, 2015).

 

10


4.7.38    Class A(2015-4) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of November 5, 2015 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on November 6, 2015).
4.7.39    Class A(2016-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of January 28, 2016 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on January 29, 2016).
4.7.40    Omnibus Amendment to Specified Terms Documents between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of February 24, 2016 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on February 24, 2016).
4.7.41    Class A(2016-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of April 19, 2016 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on April 19, 2016).
4.7.42    Class A(2016-3) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of April 19, 2016 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trust’s Current Report on Form 8-K filed on April 19, 2016).
4.7.43    Class C(2016-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 26, 2016 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on August 26, 2016).
4.7.44    Class A(2016-4) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of September 21, 2016 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on September 21, 2016).
4.7.45    Omnibus Amendment to Specified Terms Documents between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of October 26, 2016 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on October 26, 2016).
4.7.46    Class A(2017-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of January 20, 2017 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on January 23, 2017).
4.7.47    Class A(2017-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of January 20, 2017 (incorporated by reference to Exhibit 4.3 to the Note Issuance Trust’s Current Report on Form 8-K filed on January 23, 2017).
4.8.1    Class A(2017-1) Risk Retention Agreement among Discover Card Execution Note Trust, as Issuer, Discover Bank and Discover Funding LLC, dated as of January 20, 2017 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trust’s Current Report on Form 8-K filed on January 23, 2017).

 

11


4.8.2   Class A(2017-2) Risk Retention Agreement among Discover Card Execution Note Trust, as Issuer, Discover Bank and Discover Funding LLC, dated as of January 20, 2017 (incorporated by reference to Exhibit 4.4 to the Note Issuance Trust’s Current Report on Form 8-K filed on January 23, 2017).
10.1   Amended and Restated Master Services Agreement between Discover Financial Services, Discover Bank, DB Servicing Corporation, Discover Products Inc. and other affiliated entities party thereto, dated as of July 15, 2015 (incorporated by reference to Exhibit 99.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on August 25, 2015).
10.1(a)   Third Amended and Restated Services Addendum, between Discover Products Inc. and Discover Bank, dated as of January 1, 2015 (incorporated by reference to Exhibit 99.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on January 7, 2015).1
10.2   Collateral Account Control Agreement, between Discover Card Execution Note Trust, as Grantor, U.S. Bank National Association, as Secured Party, and U.S. Bank National Association, as Securities Intermediary, dated as of July 26, 2007 (incorporated by reference to Exhibit 10.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on July 27, 2007 (No. 033-54804, 000-23108 and 333-141703-02)).
10.3   Asset Representations Review Agreement among Discover Bank, Discover Card Execution Note Trust and FTI Consulting, Inc., dated as of January 7, 2016 (incorporated by reference to Exhibit 10.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on January 12, 2016).
31.1   Rule 13a–14(a)/15d–14(a) Certification (Section 302 Certification) from Discover Funding LLC and Discover Bank.
33.1   Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Discover Bank for the year ended December 31, 2016.
33.2   Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Discover Products Inc. for the year ended December 31, 2016.
33.3   Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of BancTec, Inc. for the year ended December 31, 2016.
33.4   Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of U.S. Bank National Association for the year ended December 31, 2016.
34.1   Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of Discover Bank for the year ended December 31, 2016.
34.2   Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of Discover Products Inc. for the year ended December 31, 2016.
34.3   Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of BancTec, Inc. for the year ended December 31, 2016.
34.4   Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of U.S. Bank National Association for the year ended December 31, 2016.
35.1   Servicer Compliance Statement of Discover Bank for the year ended December 31, 2016.
35.2   Servicer Compliance Statement of Discover Products Inc. for the year ended December 31, 2016.

 

1  Confidential treatment granted for portions of this Exhibit.

 

12

EX-31.1 2 d353332dex311.htm EX-31.1 EX-31.1

Exhibit 31.1

Certification

I, Michael F. Rickert, certify that:

 

1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Discover Card Master Trust I and Discover Card Execution Note Trust (the “Exchange Act periodic reports”);

 

2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

 

4. Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and

 

5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: U.S. Bank National Association and BancTec, Inc.


By:  

/s/ Michael F. Rickert

  Michael F. Rickert,
  Vice President, Chief Financial Officer and Treasurer of Discover Funding LLC (senior officer of the depositor in charge of securitization)
By:  

/s/ Michael F. Rickert

  Michael F. Rickert,
  Vice President, Chief Financial Officer and Assistant Treasurer of Discover Bank (senior officer in charge of servicing function)

Date: March 22, 2017

EX-33.1 3 d353332dex331.htm EX-33.1 EX-33.1

Exhibit 33.1

Management’s Assertion on

Compliance with Regulation AB Criteria

Discover Bank (“Discover Bank” or the “Asserting Party”) is responsible for assessing its compliance, as of and for the year ended December 31, 2016 (the “Reporting Period”), with the servicing criteria applicable to it in connection with the Third Amended and Restated Pooling and Servicing Agreement, dated as of December 22, 2015, as amended, by and among Discover Bank, as Master Servicer and Servicer, Discover Funding LLC, as Transferor, and U.S. Bank National Association, as Trustee, and the Amended and Restated Series Supplement for Series 2007-CC dated as of December 22, 2015, as amended, with respect to Discover Card Execution Note Trust. The Asserting Party used the criteria set forth in Item 1122(d) of Regulation AB, excluding the criteria set forth in Items 1122 (d)(1)(iii), (d)(1)(iv), (d)(2)(iii), (d)(2)(iv), (d)(2)(v), (d)(2)(vi), (d)(3)(iii), (d)(3)(iv), (d)(4)(i), (d)(4)(iv), (d)(4)(vi), (d)(4)(vii), (d)(4)(viii), (d)(4)(ix), (d)(4)(x), (d)(4)(xi), (d)(4)(xii), (d)(4)(xiii), (d)(4)(xiv), and (d)(4)(xv) of Regulation AB, which the Asserting Party has concluded are not applicable to the activities it performs with respect to the asset-backed securities transactions covered by this report (such applicable criteria, after giving effect to the exclusions identified above, the “Applicable Servicing Criteria”), to assess such compliance. The transactions covered by this report include all asset-backed securities transactions involving credit card receivables conducted by Discover Card Master Trust I and Discover Card Execution Note Trust that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, or were not required to be registered where the related asset-backed securities were outstanding during the Reporting Period (the “Platform”), as listed in Appendix A.

Discover Bank has assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria for the Reporting Period with respect to the Platform taken as a whole.

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report for the Platform on the assessment of compliance with the Applicable Servicing Criteria for the Reporting Period as set forth in this assertion.

 

  Discover Bank,
  Master Servicer and Servicer of Discover
  Card Master Trust I and
  Calculation Agent of Discover Card
  Execution Note Trust
By:  

/s/ Michael F. Rickert

  Michael F. Rickert,
  Vice President, Chief Financial Officer and
  Assistant Treasurer

Date: March 22, 2017


Appendix A

Series 2007-CC:

Class A (2007-1) DiscoverSeries Notes

Class A (2008-C) DiscoverSeries Notes

Class A (2010-B) DiscoverSeries Notes

Class A (2010-C) DiscoverSeries Notes

Class A (2010-D) DiscoverSeries Notes

Class A (2010-E) DiscoverSeries Notes

Class A (2011-A) DiscoverSeries Notes

Class A (2011-B) DiscoverSeries Notes

Class A (2011-4) DiscoverSeries Notes

Class A (2012-A) DiscoverSeries Notes

Class A (2012-4) DiscoverSeries Notes

Class A (2012-6) DiscoverSeries Notes

Class A (2013-1) DiscoverSeries Notes

Class A (2013-2) DiscoverSeries Notes

Class A (2013-3) DiscoverSeries Notes

Class A (2013-4) DiscoverSeries Notes

Class A (2013-5) DiscoverSeries Notes

Class A (2013-6) DiscoverSeries Notes

Class A (2014-1) DiscoverSeries Notes

Class A (2014-2) DiscoverSeries Notes

Class A (2014-3) DiscoverSeries Notes

Class A (2014-4) DiscoverSeries Notes

Class A (2014-5) DiscoverSeries Notes

Class A (2015-1) DiscoverSeries Notes

Class A (2015-2) DiscoverSeries Notes

Class A (2015-A) DiscoverSeries Notes

Class A (2015-3) DiscoverSeries Notes

Class A (2015-4) DiscoverSeries Notes

Class A (2016-1) DiscoverSeries Notes

Class A (2016-2) DiscoverSeries Notes

Class A (2016-3) DiscoverSeries Notes

Class A (2016-4) DiscoverSeries Notes

Class B (2014-2) DiscoverSeries Notes

Class B (2014-3) DiscoverSeries Notes

Class B (2015-1) DiscoverSeries Notes

Class B (2015-2) DiscoverSeries Notes

Class C (2013-1) DiscoverSeries Notes

Class C (2014-2) DiscoverSeries Notes

Class C (2014-3) DiscoverSeries Notes

Class C (2015-1) DiscoverSeries Notes

Class C (2016-1) DiscoverSeries Notes

Class D (2009-1) DiscoverSeries Notes

EX-33.2 4 d353332dex332.htm EX-33.2 EX-33.2

Exhibit 33.2

Management’s Assertion on

Compliance with Regulation AB Criteria

Discover Products Inc. (“DPI” or the “Asserting Party”) is responsible for assessing its compliance, as of and for the year ended December 31, 2016 (the “Reporting Period”), with the servicing criteria applicable to it in connection with the Amended and Restated Master Services Agreement, among Discover Financial Services, Discover Bank, DPI and other affiliated entities thereto, dated as of July 15, 2015, as supplemented by the Third Amended and Restated Services Addendum, between DPI and Discover Bank, dated as of January 1, 2015. The Asserting Party used the criteria set forth in Item 1122(d) of Regulation AB, excluding the criteria set forth in Items 1122 (d)(1)(i), (d)(1)(iii), (d)(1)(iv), (d)(2)(ii), (d)(2)(iii), (d)(2)(iv), (d)(2)(v), (d)(2)(vi), (d)(2)(vii), (d)(3)(i), (d)(3)(ii), (d)(3)(iii), (d)(3)(iv), (d)(4)(i), (d)(4)(ii), (d)(4)(iii), (d)(4)(v), (d)(4)(x), (d)(4)(xi), (d)(4)(xii), (d)(4)(xiii), and (d)(4)(xv) of Regulation AB, which the Asserting Party has concluded are not applicable to the activities it performs with respect to the asset-backed securities transactions covered by this report (such applicable criteria, after giving effect to the exclusions identified above, the “Applicable Servicing Criteria”), to assess such compliance. The transactions covered by this report include all asset-backed securities transactions involving credit card receivables conducted by Discover Card Master Trust I and Discover Card Execution Note Trust that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, or were not required to be registered where the related asset-backed securities were outstanding during the Reporting Period (the “Platform”), as listed in Appendix A.

With respect to servicing criteria 1122(d)(1)(v), 1122(d)(2)(i) and 1122(d)(4)(iv) for the Reporting Period defined above, the Asserting Party has engaged vendors to perform certain limited payment activities required by these servicing criteria. With respect to servicing criteria 1122(d)(1)(v), 1122(d)(4)(vii) and 1122(d)(4)(viii) for the Reporting Period defined above, the Asserting Party has engaged vendors to perform the collection activities required by these servicing criteria for a limited number of accounts that were delegated to such vendors. The Asserting Party has determined that none of these vendors engaged for either payment or collection activities is a “servicer” as defined in Item 1101(j) of Regulation AB, and the Asserting Party has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by the SEC’s Compliance and Disclosure Interpretation 200.06, Vendors Engaged by Servicers (“C&DI 200.06”) (formerly SEC Manual Telephone Interpretation 17.06). The Asserting Party has policies and procedures in place to provide reasonable assurance that each vendor’s activities comply in all material respects with the servicing criteria applicable to such vendor.


DPI has assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria for the Reporting Period with respect to the Platform taken as a whole.

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report for the Platform on the assessment of compliance with the Applicable Servicing Criteria for the Reporting Period as set forth in this assertion.

 

Discover Products Inc.

  Servicing Party of
 

Discover Card Master Trust I and

Discover Card Execution Note Trust

By:  

/s/ Roger C. Hochschild

  Roger C. Hochschild,
  President

Date: March 22, 2017


Appendix A

Series 2007-CC:

Class A (2007-1) DiscoverSeries Notes

Class A (2008-C) DiscoverSeries Notes

Class A (2010-B) DiscoverSeries Notes

Class A (2010-C) DiscoverSeries Notes

Class A (2010-D) DiscoverSeries Notes

Class A (2010-E) DiscoverSeries Notes

Class A (2011-A) DiscoverSeries Notes

Class A (2011-B) DiscoverSeries Notes

Class A (2011-4) DiscoverSeries Notes

Class A (2012-A) DiscoverSeries Notes

Class A (2012-4) DiscoverSeries Notes

Class A (2012-6) DiscoverSeries Notes

Class A (2013-1) DiscoverSeries Notes

Class A (2013-2) DiscoverSeries Notes

Class A (2013-3) DiscoverSeries Notes

Class A (2013-4) DiscoverSeries Notes

Class A (2013-5) DiscoverSeries Notes

Class A (2013-6) DiscoverSeries Notes

Class A (2014-1) DiscoverSeries Notes

Class A (2014-2) DiscoverSeries Notes

Class A (2014-3) DiscoverSeries Notes

Class A (2014-4) DiscoverSeries Notes

Class A (2014-5) DiscoverSeries Notes

Class A (2015-1) DiscoverSeries Notes

Class A (2015-2) DiscoverSeries Notes

Class A (2015-A) DiscoverSeries Notes

Class A (2015-3) DiscoverSeries Notes

Class A (2015-4) DiscoverSeries Notes

Class A (2016-1) DiscoverSeries Notes

Class A (2016-2) DiscoverSeries Notes

Class A (2016-3) DiscoverSeries Notes

Class A (2016-4) DiscoverSeries Notes

Class B (2014-2) DiscoverSeries Notes

Class B (2014-3) DiscoverSeries Notes

Class B (2015-1) DiscoverSeries Notes

Class B (2015-2) DiscoverSeries Notes

Class C (2013-1) DiscoverSeries Notes

Class C (2014-2) DiscoverSeries Notes

Class C (2014-3) DiscoverSeries Notes

Class C (2015-1) DiscoverSeries Notes

Class C (2016-1) DiscoverSeries Notes

Class D (2009-1) DiscoverSeries Notes

EX-33.3 5 d353332dex333.htm EX-33.3 EX-33.3

Exhibit 33.3

Management’s Assertion on

Compliance with Regulation AB Criteria

BancTec, Inc. (“BancTec” or the “Asserting Party”) is responsible for assessing its compliance as of and for the year ended December 31, 2016 (the “Reporting Period”), with certain servicing criteria applicable to it in connection with the Services Agreement dated as of September 30, 2008, as amended, (the “Services Agreement”) between BancTec, Inc. and Discover Products, Inc. (“DPI”), assignee of, DFS Services LLC. The Asserting Party used the selected criteria set forth in Items 1122(d)(1)(v), 1122(d)(2)(i) and (d)(4)(iv) (such applicable criteria, as discussed below, the “Applicable Servicing Criteria”), to assess such compliance with respect to support services provided to DPI. The transactions covered by this report include all asset-backed securities transactions involving credit card receivables conducted by Discover Card Master Trust I and Discover Card Execution Note Trust that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, or were not required to be registered where the related asset-backed securities were outstanding during the Reporting Period (the “Platform”).

BancTec does not have sole responsibility for either of the Applicable Servicing Criteria, but instead provides support services to DPI and Discover Bank that are necessary to their compliance with the Applicable Servicing Criteria. Specifically, BancTec is responsible for (a) capturing data with respect to cardmember payments and associated checks, (b) transmitting such data to DPI and Discover Bank on a timely basis consistent with their compliance with the Applicable Servicing Criteria; and (c) delivering certain of such checks to a third party financial institution for deposit into a bank account held in the name of Discover Bank. BancTec is not responsible for (x) ensuring that deposits are posted to Discover Bank’s bank accounts, (y) following up with regard to unposted deposits, and (z) posting payments to any cardmember’s account. BancTec has assessed its compliance with the Applicable Servicing Criteria, to the extent it is responsible for such aspects of such compliance, and has concluded that the Asserting Party has complied, in all material respects, with those aspects of the Applicable Servicing Criteria for which it is responsible for the Reporting Period with respect to the Platform taken as a whole.

Plante & Moran, PLLC, an independent registered public accounting firm, has issued an attestation report for the Platform on the assessment of compliance with the Applicable Servicing Criteria.

 

/s/ Shrikant Sortur

Shrikant Sortur
Senior Vice President, Finance

Date: March 8, 2017

EX-33.4 6 d353332dex334.htm EX-33.4 EX-33.4

Exhibit 33.4

Management’s Assertion

Report on Assessment of Compliance with Applicable Servicing Criteria

U.S. Bank National Association (“U.S. Bank”) is responsible for assessing compliance as of and for the year ended December 31, 2016 with the servicing criteria set forth in Item 1122 (d) of Regulation AB applicable to it as set forth on Exhibit A hereto. This report covers asset backed securities transactions within the U.S. Bank Corporate Trust Asset-Backed Securities Platform1 (the “Platform”)

U.S. Bank hereby provides the following report on its assessment of compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it and as described on Exhibit A hereto:

 

  1. U.S. Bank is responsible for assessing its compliance with the servicing criteria applicable to it as noted on the accompanying Exhibit A;

 

  2. Except as set forth in paragraph 3 below, U.S. Bank used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess its compliance with the applicable servicing criteria;

 

  3. The criteria listed in the column titled “Inapplicable Servicing Criteria” on Exhibit A hereto are inapplicable to U.S. Bank based on the servicing activities it performs directly with respect to the Platform;

 

  4. U.S. Bank has complied, in all material respects, with the applicable servicing criteria as of and for the year ended December 31, 2016; and

 

  5. Ernst & Young, LLP, a registered public accounting firm, has issued an attestation report on U.S. Bank’s assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2016.

 

U.S. BANK NATIONAL ASSOCIATION

/s/ Joseph Giordano

Name: Joseph Giordano
Title: Senior Vice President

Date: February 28, 2017

 

 

1  The U.S. Bank Corporate Trust Asset-Backed Securities Platform (the “Platform”) consists of the activities involved in the performance of servicing functions for which the Company provides trustee, securities administration, registrar and paying agent services for (i) publicly issued asset-backed and mortgage-backed transactions the securities of which were offered on or after January 1, 2006 and (ii) certain asset-backed transactions for which the Issuer has voluntarily elected to make Regulation AB compliant filings under the Securities Exchange Act of 1934, as amended.


EXHIBIT A to Management’s Assertion

 

Reference

  

Servicing Criteria

   Applicable
Servicing
Criteria
   Inapplicable
Servicing
Criteria
General Servicing Considerations

1122(d)(1)(i)

   Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.    X   

1122(d)(1)(ii)

   If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.    X2   

1122(d)(1)(iii)

   Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained.       X

1122(d)(1)(iv)

   A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.    X   
1122(d)(1)(v)    Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.    X3   
Cash Collection and Administration

1122(d)(2)(i)

   Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.    X   

1122(d)(2)(ii)

   Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.    X   

1122(d)(2)(iii)

   Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.    X4   

1122(d)(2)(iv)

   The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.    X   

1122(d)(2)(v)

   Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.    X   

1122(d)(2)(vi)

   Unissued checks are safeguarded so as to prevent unauthorized access.    X   

 

2  No servicing activities were performed by the Company that required the servicing criteria to be complied with.
3  No servicing activities were performed by the Company that required the servicing criteria to be complied with.
4  No servicing activities were performed by the Company that required the servicing criteria to be complied with.

 

Corporate Trust ABS Platform (A)    1   


Reference

  

Servicing Criteria

   Applicable
Servicing
Criteria
   Inapplicable
Servicing
Criteria

1122(d)(2)(vii)

   Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.    X   
Investor Remittances and Reporting

1122(d)(3)(i)

   Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer.    X   

1122(d)(3)(ii)

   Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.    X   
1122(d)(3)(iii)    Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.    X   

1122(d)(3)(iv)

   Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.    X   
Pool Asset Administration

1122(d)(4)(i)

   Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.       X

1122(d)(4)(ii)

   Pool assets and related documents are safeguarded as required by the transaction agreements.       X

1122(d)(4)(iii)

   Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.    X   

1122(d)(4)(iv)

   Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.       X

 

Corporate Trust ABS Platform (A)    2   


Reference

  

Servicing Criteria

   Applicable
Servicing
Criteria
   Inapplicable
Servicing
Criteria

1122(d)(4)(v)

   The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.       X

1122(d)(4)(vi)

   Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.       X

1122(d)(4)(vii)

   Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.       X

1122(d)(4)(viii)

   Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).       X

1122(d)(4)(ix)

   Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.       X

1122(d)(4)(x)

   Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.       X

1122(d)(4)(xi)

   Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.       X

1122(d)(4)(xii)

   Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.       X

1122(d)(4)(xiii)

   Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.       X

1122(d)(4)(xiv)

   Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.       X

1122(d)(4)(xv)

   Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.    X   

 

Corporate Trust ABS Platform (A)    3   
EX-34.1 7 d353332dex341.htm EX-34.1 EX-34.1

Exhibit 34.1

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Discover Bank

New Castle, DE

We have examined management’s assertion, included in the accompanying Management’s Assertion on Compliance with Regulation AB Criteria, that Discover Bank (the “Bank”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the Discover Card Master Trust I and Discover Card Execution Note Trust Asset-Backed Securities Platform (the “Platform”) as of and for the year ended December 31, 2016, excluding the criteria set forth in Items 1122 (d)(1)(iii), (d)(1)(iv), (d)(2)(iii), (d)(2)(iv), (d)(2)(v), (d)(2)(vi), (d)(3)(iii), (d)(3)(iv), (d)(4)(i), (d)(4)(iv), (d)(4)(vi), (d)(4)(vii), (d)(4)(viii), (d)(4)(ix), (d)(4)(x), (d)(4)(xi), (d)(4)(xii), (d)(4)(xiii), (d)(4)(xiv), and (d)(4)(xv), which management has determined are not applicable to the activities performed by the Bank with respect to the Platform. Appendix A to management’s assertion identifies the individual asset backed-transactions defined by management as constituting the Platform. Management is responsible for the Bank’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Bank’s compliance with the servicing criteria based on our examination.

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Bank’s compliance with the applicable servicing criteria, including tests on a sample basis of the servicing activities related to the Platform, determining whether the Bank performed those selected activities in compliance with the servicing criteria during the specified period, and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited to selected servicing activities performed by the Bank during the period covered by this report and, accordingly, such samples may not have included servicing activities related to each asset-backed transaction included in the Platform. Further, an examination is not designed to detect noncompliance arising from errors that may have occurred prior to the period specified above that may have affected the balances or amounts calculated or reported by the Bank during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Bank’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Bank complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2016 for the Platform is fairly stated, in all material respects.

/s/ Deloitte & Touche LLP

Chicago, IL

March 22, 2017

EX-34.2 8 d353332dex342.htm EX-34.2 EX-34.2

Exhibit 34.2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Discover Products Inc.

West Valley City, UT

We have examined management’s assertion, included in the accompanying Management’s Assertion on Compliance with Regulation AB Criteria, that Discover Products Inc. (“DPI”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the Discover Card Master Trust I and Discover Card Execution Note Trust Asset-Backed Securities Platform (the “Platform”) as of and for the year ended December 31, 2016, excluding the criteria set forth in Items 1122 (d)(1)(i), (d)(1)(iii), (d)(1)(iv), (d)(2)(ii), (d)(2)(iii), (d)(2)(iv), (d)(2)(v), (d)(2)(vi), (d)(2)(vii), (d)(3)(i), (d)(3)(ii), (d)(3)(iii), (d)(3)(iv), (d)(4)(i), (d)(4)(ii), (d)(4)(iii), (d)(4)(v), (d)(4)(x), (d)(4)(xi), (d)(4)(xii), (d)(4)(xiii), and (d)(4)(xv), which management has determined are not applicable to the activities performed by DPI with respect to the Platform. Appendix A to management’s assertion identifies the individual asset backed-transactions defined by management as constituting the Platform. Management is responsible for DPI’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s assertion about DPI’s compliance with the servicing criteria based on our examination.

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about DPI’s compliance with the applicable servicing criteria, including tests on a sample basis of the servicing activities related to the Platform, determining whether DPI performed those selected activities in compliance with the servicing criteria during the specified period, and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited to selected servicing activities performed by DPI during the period covered by this report and, accordingly, such samples may not have included servicing activities related to each asset-backed transaction included in the Platform. Further, an examination is not designed to detect noncompliance arising from errors that may have occurred prior to the period specified above that may have affected the balances or amounts calculated or reported by DPI during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on DPI’s compliance with the servicing criteria.

As described in management’s assertion, for servicing criteria 1122(d)(1)(v), 1122(d)(2)(i), 1122(d)(4)(iv), 1122(d)(4)(vii) and 1122(d)(4)(viii), DPI has engaged vendors to perform certain activities required by these servicing criteria. DPI has determined that none of these vendors are considered a “servicer” as defined in Item 1101(j) of Regulation AB, and DPI has elected to take responsibility for assessing compliance with the servicing criteria applicable to these vendors as permitted by the SEC’s Compliance and Disclosure Interpretation 200.06, Vendors Engaged by Servicers (“C&DI 200.06”) (formerly SEC Manual Telephone Interpretation 17.06). As permitted by C&DI 200.06, DPI has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors’ activities comply in all material respects with the servicing criteria applicable to these vendors. DPI is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to DPI’s determination of its eligibility to apply C&DI 200.06.


In our opinion, management’s assertion that DPI complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2016 for the Platform is fairly stated, in all material respects.

/s/ Deloitte & Touche LLP

Chicago, IL

March 22, 2017

EX-34.3 9 d353332dex343.htm EX-34.3 EX-34.3

Exhibit 34.3

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders

BancTec, Inc.

We have examined management’s assertions included in the accompanying Management’s Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria, that BancTec, Inc. (the “Company”) complied with the servicing criteria set forth in Item 1122(d)(1)(v), 1122(d)(2)(i), and Item 1122(d)(4)(iv) of the U.S. Securities and Exchange Commission’s Regulation AB for the remittance processing services performed by the Company for asset-backed securities transactions involving credit card receivables conducted by Discover Card Master Trust I and Discover Card Execution Note Trust (the “Platform”) that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, or were now required to be registered where the related asset-back securities were outstanding as of and for the year ended December 31, 2016 (the “Reporting Period”). The Company has determined that the remainder of the servicing criteria are not applicable to the activities it performs with respect to the Platform as of and for the year ended December 31, 2016.

Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the applicable servicing criteria based on our examination. Our examination was conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included selection of a sample of transactions and compliance activities related to the Platform during the reporting period and determining whether the Company processed those transactions and performed those activities in compliance with servicing criteria. Our testing of selected transactions and compliance activities was limited to activities performed by the Company during the period covered by this report. Further, our examination was not designed to detect material noncompliance that may have occurred prior to the period covered by this report and that may have affected the Company’s servicing activities during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of December 31, 2016 and for the period from January 1, 2016 through December 31, 2016 for the Platform is fairly stated in all material respects.

/s/ Plante & Moran, PLLC

Chicago, Illinois

March 8, 2017

EX-34.4 10 d353332dex344.htm EX-34.4 EX-34.4

Exhibit 34.4

Report of Independent Registered Public Accounting Firm

The Board of Directors

U.S. Bank National Association

We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance with Applicable Servicing Criteria, that U.S. Bank National Association (the “Company”) complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB for the U.S. Bank Corporate Trust Asset-Backed Securities Platform (the “Platform”), for which the Company provides trustee, securities administration, registrar and paying agent services, as of and for the year ended December 31, 2016, except for servicing criteria 1122 (d)(1)(iii), 1122 (d)(4)(i)-(ii) and 1122 (d)(4)(iv)-(xiv), which the Company has determined are not applicable to the activities performed by them with respect to the servicing platform covered by this report. Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. Although the Company is responsible for assessing compliance with Items 1122 (d)(1)(ii), 1122 (d)(1)(v) and 1122 (d)(2)(iii) of Regulation AB, there were no servicing activities performed by the Company as of and for the year ended December 31, 2016, that required these servicing criteria to be complied with. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2016, for the U.S. Bank Corporate Trust Asset-Backed Securities Platform is fairly stated, in all material respects.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

February 28, 2017

EX-35.1 11 d353332dex351.htm EX-35.1 EX-35.1

Exhibit 35.1

SERVICER COMPLIANCE STATEMENT

Discover Bank

Discover Card Master Trust I

The undersigned, a duly authorized representative of Discover Bank, pursuant to Section 3.07(c) of the Third Amended and Restated Pooling and Servicing Agreement, dated as of December 22, 2015, as amended (the “Pooling and Servicing Agreement”), among Discover Bank, as Master Servicer and Servicer, Discover Funding LLC, as Transferor, and U.S. Bank National Association, as Trustee, hereby certifies that:

 

(a) A review of the activities of Discover Bank during the year ended December 31, 2016 and of its performance under the Pooling and Servicing Agreement was made under my supervision.

 

(b) To the best of my knowledge, based on such review, Discover Bank has fulfilled all of its obligations in all material respects under the Pooling and Servicing Agreement throughout the year ended December 31, 2016.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 22nd day of March 2017.

 

By:  

/s/ Michael F. Rickert

  Michael F. Rickert,
  Vice President, Chief Financial Officer and
  Assistant Treasurer
  Discover Bank,
  Master Servicer and Servicer of
  Discover Card Master Trust I

 

EX-35.2 12 d353332dex352.htm EX-35.2 EX-35.2

Exhibit 35.2

SERVICER COMPLIANCE STATEMENT

Discover Products Inc.

Discover Card Master Trust I

The undersigned, a duly authorized representative of Discover Products Inc. (“DPI”), hereby certifies that:

 

(a) A review of the activities of DPI during the year ended December 31, 2016 and of its performance under the Amended and Restated Master Services Agreement, among Discover Financial Services, Discover Bank, DPI and other affiliated entities thereto, dated as of July 15, 2015, as supplemented by the Third Amended and Restated Services Addendum, between DPI and Discover Bank, dated as of January 1, 2015 (collectively, the “Agreement”) was made under my supervision.

 

(b) To the best of my knowledge, based on such review, DPI has fulfilled all of its obligations in all material respects under the Agreement throughout the year ended December 31, 2016.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 22nd day of March 2017.

 

By:  

/s/ Roger C. Hochschild

  Roger C. Hochschild,
  President
  Discover Products Inc.
  Servicing Party of
  Discover Card Master Trust I