| Item 6.02. | Change of Servicer or Trustee |
Pursuant to an Assignment and Assumption Agreement, dated as of January 28, 2022 by and between U.S. Bank National Association (“U.S. Bank N.A.”) and U.S. Bank Trust Company, National Association (“U.S. Bank Trust Co.”) and a result of the transfer of substantially all of U.S. Bank N.A.’s corporate trust business to U.S. Bank Trust Co., effective as of July 1, 2022, U.S. Bank Trust Co. succeeded U.S. Bank N.A. as the indenture trustee (in such capacity, the “Indenture Trustee”), under the Amended and Restated Indenture, dated as of December 22, 2015 by and between Discover Card Execution Note Trust (the “Issuer”) and the Indenture Trustee, 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 Issuer, and 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 (together, the “Indenture”), for the benefit of the noteholders. The duties and responsibilities of the indenture trustee, limitations on the indenture trustee’s liability and indemnification under the transaction agreements and the contractual provisions regarding the indenture trustee’s removal, replacement or resignation under the transaction agreements and other information contemplated by Item 1109(a)(3) through (6) of Regulation AB remains unchanged from the information described in the final prospectus, dated May 19, 2022 and filed with the Commission on May 23, 2022.
U.S. Bank N.A. has made a strategic decision to reposition its corporate trust business by transferring substantially all of its corporate trust business to its affiliate, U.S. Bank Trust Co., a non-depository trust company. (U.S. Bank N.A. and U.S. Bank Trust Co. are collectively referred to herein as “U.S. Bank.”). Upon U.S. Bank Trust Co.’s succession to the business of U.S. Bank N.A., it has become a wholly owned subsidiary of U.S. Bank N.A. U.S. Bank will continue to act as Indenture Trustee pursuant to the indenture and indenture supplement and as Trustee pursuant to the Pooling and Servicing Agreement and Series 2007-CC Series Supplement until the conditions precedent to the transfer of U.S. Bank N.A.’s roles to U.S. Bank Trust Co. have been satisfied. After such transfer, the Indenture Trustee will maintain the accounts of the issuing entity in the name of the Indenture Trustee at U.S. Bank N.A., and the Indenture Trustee will administer the indenture and the indenture supplement and the Trustee will administer the Pooling and Servicing Agreement and the Series 2007-CC Series Supplement from the same location and using the same systems and employees as U.S. Bank has for this transaction and prior transactions of Discover Funding LLC.
U.S. Bancorp, with total assets exceeding $587 billion as of March 31, 2022, is the parent company of U.S. Bank N.A., the fifth largest commercial bank in the United States. As of March 31, 2022, U.S. Bancorp operated over 2,200 branch offices in 26 states. A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, and institutions.
U.S. Bank has one of the largest corporate trust businesses in the country with office locations in 48 domestic and 2 international cities. The Pooling and Servicing Agreement and the indenture will be administered from U.S. Bank’s corporate trust office located at 190 South LaSalle Street, Chicago, Illinois 60603.
U.S. Bank has provided corporate trust services since 1924. As of March 31, 2022, U.S. Bank was acting as trustee with respect to over 120,000 issuances of securities with an aggregate outstanding principal balance of over $5.5 trillion. This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.
As trustee, paying agent, and registrar with respect to the master trust, U.S. Bank will make each certificateholders’ monthly statement available to the certificateholders and noteholders via the master trust trustee’s internet website at https://pivot.usbank.com. Noteholders with questions may direct them to the master trust trustee’s bondholder services group at (800) 934-6802.
