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, Sweden and the United Kingdom.
(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 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).
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