EX-24.2 12 d238969dex242.htm EX-24.2 EX-24.2

Exhibit 24.2

November 10, 2021

I, Michael D. Ebner, am Assistant Secretary of Discover Funding LLC (the “Company”) and do certify that the attached resolutions were duly adopted by unanimous written consent of the Board of Directors of the Company on October 15, 2021 and such resolutions have not been amended, rescinded or otherwise modified.

 

      

/s/ Michael D. Ebner

  Name: Michael D. Ebner
  Title: Assistant Secretary

I, Timothy J. Schmidt, as President, Chief Executive Officer and Director of the Company, certify that Michael D. Ebner is the duly elected and qualified Assistant Secretary of the Company and that the signature above is his signature.

EXECUTED as of November 10, 2021

 

      

/s/ Timothy J. Schmidt

  Name: Timothy J. Schmidt
  Title: President, Chief Executive Officer and Director


RESOLVED, that each of the President, the Senior Vice President, the Secretary, the Treasurer, any Assistant Treasurer or any Assistant Secretary of the Company (each, an “Authorized Officer”, and collectively, the “Authorized Officers”) is hereby authorized and empowered, for and on behalf of the Company, to prepare, execute and file, or cause to be prepared and filed with the SEC (i) a registration statement on Form SF-3 for registration under the Securities Act of 1933, as amended (the “Securities Act”), in an amount to be determined by the Authorized Officer, of asset-backed securities (the “Securities”) directly or indirectly secured by credit card receivables and other related assets, and any and all amendments (including, without limitation, post-effective amendments) or supplements thereto, together with the prospectus, all documents required as exhibits to such registration statement or any amendments or supplements and other documents which may be required to be filed with the SEC with respect to the registration of the Securities under the Securities Act (such registration statement, the “Registration Statement”) and (ii) any other documents, including without limitation Form 8-Ks, Form 10-Ks, Form 10-Ds or letters or agreements relating to the asset-backed securities issued in connection with the registration statement on Form SF-3, and to take any and all other action that any such Authorized Officer shall deem necessary or advisable in connection with the foregoing.

RESOLVED FURTHER, that the foregoing resolutions shall not limit the persons who are authorized to execute the Registration Statement and it is hereby provided that each of the members of the Board and each of the officers of the Company are authorized, but not required, to sign the Registration Statement and each member of the Board and each officer of the Company signing the Registration Statement is authorized to appoint an agent and/or attorney-in fact to execute future amendments and other documents relating to the Registration Statement.

RESOLVED FURTHER, that any Authorized Officer of the Company is hereby authorized and empowered, for and on behalf of the Company, to execute and deliver, to file, and to perform under, all documents, instruments, agreements and certificates related to or contemplated by the Registration Statement, each such document, instrument, agreement and certificate being in a form acceptable to such Authorized Officer, and the approval thereof by the Board of Directors being conclusively evidenced by such Authorized Officer’s execution thereof;

RESOLVED FURTHER, that the Secretary or any other officer of the Company be and

hereby is authorized to certify a copy of these resolutions and the names and signatures of some or all of the Company’s officers;