Exhibit 10.1


 





 






 


[FORM OF] ASSET REPRESENTATIONS REVIEW AGREEMENT


 


Among


 


SYNCHRONY BANK,

as Seller and as Servicer,


 


SYNCHRONY CARD FUNDING, LLC,

as Transferor,


 


SYNCHRONY CARD ISSUANCE TRUST,

as Issuer,


 


and


 


[__________________],


 


as Asset Representations Reviewer


 


Dated as of [___________], [____]


  


 






 




     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I	USAGE AND DEFINITIONS	1
	 	 	 
	Section 1.1.	Usage and Definitions	1
	Section 1.2.	Additional Definitions	1
	 	 	 
	ARTICLE II	ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER	5
	 	 	 
	Section 2.1.	Engagement; Acceptance	5
	Section 2.2.	Confirmation of Status	5
	Section 2.3.	Subcontractors	5
	Section 2.4.	Timely and Quality Performance	6
	Section 2.5.	Bank Review and Acceptance	6
	 	 	 
	ARTICLE III	ASSET REPRESENTATIONS REVIEW PROCESS	6
	 	 	 
	Section 3.1.	Review Notices	6
	Section 3.2.	Identification of Subject Receivables	6
	Section 3.3.	Review Materials	6
	Section 3.4.	Performance of Reviews	7
	Section 3.5.	Review Reports	8
	Section 3.6.	Review Representatives; Cooperation	8
	Section 3.7.	Dispute Resolution	8
	Section 3.8.	Limitations on Review Obligations	9
	 	 	 
	ARTICLE IV	ASSET REPRESENTATIONS REVIEWER	10
	 	 	 
	Section 4.1.	Representations and Warranties	10
	Section 4.2.	Covenants	12
	Section 4.3.	Fees and Expenses	15
	Section 4.4.	Invoices	16
	Section 4.5.	Taxes	16
	Section 4.6.	Delegation of Obligations	16
	 	 	 
	ARTICLE V	compliance	17
	 	 	 
	Section 5.1.	Bank Policies and Directives	17
	Section 5.2.	Books, Records, Audit and Inspections	17
	 	 	 
	ARTICLE VI	security	18
	 	 	 
	Section 6.1.	Bank Security	18
	Section 6.2.	Use of Bank Resources	18
	Section 6.3.	PCI Compliance/GLB	18
	Section 6.4.	Notification of Security Breach	19
	Section 6.5.	Synchrony PII	19
	 	 	 
	ARTICLE VII	CONFIDENTIALITY	19
	 	 	 
	Section 7.1.	Agreements of Vendor Personnel	19
	Section 7.2.	Confidentiality	20


 




    	 	i	



     


    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 7.3.	Acknowledgements and Restrictions	20
	Section 7.4.	Return	21
	 	 	 
	ARTICLE VIII	RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRESENTATIONS REVIEWER	21
	 	 	 
	Section 8.1.	Eligibility Requirements for Vendor	21
	Section 8.2.	Resignation and Removal of Vendor	21
	Section 8.3.	Successor Vendor	22
	Section 8.4.	Merger, Consolidation or Succession	23
	 	 	 
	ARTICLE IX	OTHER AGREEMENTS	23
	 	 	 
	Section 9.1.	No Petition	23
	Section 9.2.	Limitation of Liability	23
	Section 9.3.	Termination of Agreement	24
	Section 9.4.	Independence of Vendor	24
	 	 	 
	ARTICLE X	indemnification	24
	 	 	 
	Section 10.1.	Indemnification by Vendor	24
	Section 10.2.	Procedure	24
	Section 10.3.	Indemnification by Bank	25
	 	 	 
	ARTICLE XI	LIMITATIONS OF LIABILITY	25
	 	 	 
	Section 11.1.	Limitation of Liability	25
	 	 	 
	ARTICLE XII	MISCELLANEOUS PROVISIONS	25
	 	 	 
	Section 12.1.	Amendments	25
	Section 12.2.	Assignment; Benefit of Agreement; Third Party Beneficiaries	26
	Section 12.3.	Notices	26
	Section 12.4.	Language	27
	Section 12.5.	Governing Law	27
	Section 12.6.	No Waiver	27
	Section 12.7.	Entire Agreement	27
	Section 12.8.	Severability	27
	Section 12.9.	Independent Contractor	27
	Section 12.10.	Survival	27
	Section 12.11.	Use of Marks	28
	Section 12.12.	Interpretation	28
	Section 12.13.	Force Majeure	28
	Section 12.14.	Counterparts	28


 


Schedule A — Representations and Warranties, Review Materials
and Tests


 


Attachment 1 –Required Insurance Coverage


Attachment 2 –Form of Indemnification Agreement


 




    	 	ii	



     


    

 


ASSET REPRESENTATIONS
REVIEW AGREEMENT, dated as of [___________], [____], among SYNCHRONY BANK, a federal savings association, individually (“Bank”),
as Seller (in such capacity, “Seller”) and as Servicer (in such capacity, “Servicer”), SYNCHRONY
CARD FUNDING, LLC, a Delaware limited liability company, as Transferor (“Transferor”), SYNCHRONY CARD ISSUANCE
TRUST, a Delaware statutory trust, as Issuer (“Issuer”), and [__________________], a [______________], as Asset
Representations Reviewer (in such capacity, “Vendor”).


 


BACKGROUND


 


In connection with
its credit card securitization program, Seller transferred, and will transfer, receivables arising in certain credit card accounts
to Transferor. Transferor has transferred, and will transfer, such receivables to Issuer.


 


Issuer has granted
a security interest in such receivables to Bank of New York Mellon, as indenture trustee (“Indenture Trustee”),
as security for Issuer’s obligations under the Indenture (as defined herein).


 


Issuer has determined
to engage Vendor to perform reviews of compliance of Seller and Transferor with the representations and warranties made by Seller
and Transferor with respect to certain credit card accounts and receivables as set forth herein.


 


The parties agree as
follows.


 


ARTICLE
I

USAGE AND DEFINITIONS


 


Section 1.1.          Usage
and Definitions. Capitalized terms used but not defined in this Agreement shall have the meaning (if any) specified in the
Indenture (including any supplement thereto).


 


Section 1.2.          Additional
Definitions. The following terms have the meanings given below:


 


“Affiliate”
of a person (the “first person”) means a person or entity controlled by, controlling or under common control with the
first person.


 


“Agreement”
means, collectively, this Agreement, and the schedules, attachments and exhibits attached hereto.


 


“Annual Fee”
has the meaning stated in Section 4.3(a).


 


“Asset Representations
Review” means the performance by Vendor of the testing procedures for each Test and each Subject Account and Subject
Receivable according to Section 3.4.


 


“Asset Representations
Reviewer” means Vendor, and any successor or permitted assign thereof, performing the obligations of Vendor under this
Agreement.


 




     


     


    

 


“Bank”
has the meaning stated in the initial paragraph of this Agreement.


 


“Company”
means, collectively, Bank and the Synchrony Affiliates.


 


“Deliverables”
individual items or combinations of Proprietary Materials, Synchrony Proprietary Materials, Vendor Materials, or Third Party Materials
delivered to Company under this Agreement.


 


“Designated
Persons” has the meaning stated in Section 5.2(a).


 


“Documentation”
means all written materials related to any Services or Deliverables that are supplied by Vendor to Company hereunder, including
any and all manuals, training materials, guides, functional and/or technical specifications, commentary, listings and other materials,
in any or all media, for use in conjunction with the applicable Services or Deliverables.


 


“Force Majeure
Events” has the meaning stated in Section 12.13.


 


“Good Industry
Practice” means, in relation to any undertaking and any circumstances, the exercise of a high degree of skill, diligence,
prudence and foresight that would reasonably be expected from a highly skilled and experienced Person engaged in the same type
of undertaking under the same or similar circumstances.


 


“Indenture”
means that certain Master Indenture, dated as of November 30, 2017, by and between Issuer and Indenture Trustee, as such agreement
may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.


 


“Intellectual
Property Rights” means all right, title and interest, including all copyright rights, patent rights (including rights
under all patent applications, patents, letters patent, supplementary patent certificates, inventor’s certificates, continued
prosecution applications, requests for continued examination, and other similar filings or stages thereof) and trademark rights,
as well as all proprietary rights (including Trade Secrets) and moral rights (including the rights of authorship and attribution
and subsequent modification) throughout the world, whether under the laws of the United States, any of its several states or any
foreign jurisdiction and whether or not evidenced by certificates, applications or registrations therefor and whether granted permanently,
on initial issuance or granted upon reissue, re-examination, division, extension, provisionally, in continuation or in continuation-in-part
and at all times further including all goodwill associated with all such right.


 


“Issuer”
has the meaning stated in the initial paragraph of this Agreement.


 


“Notices”
has the meaning stated in Section 6.4.


 


“Permitted
Resignation Date” means the [fifth] anniversary of the date of this Agreement, as such date may be extended by agreement
of Issuer, Bank and Vendor.


 


“Personal
Data” means any information relating to an identified or identifiable natural person.


 




    	 	2	



     


    

 


“PII”
means information in any format about an identifiable individual, including, name, address, phone number, e-mail address, account
number(s), identification number(s), any other actual or assigned attribute associated with, or identifiable to, an individual
and any information that when used separately or in combination with other information could identify an individual.


 


“Processing”
of Personal Data shall mean and include any operation or set of operations which is performed upon Personal Data, whether or not
by automatic means, such as collections, recording, organization, storage, adaptation or alteration, retrieval, accessing, consultation,
use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
“Processed” shall have the correlative meaning.


 


“Proprietary
Materials” means: (a) all inventions and discoveries, whether or not patentable, reduced to practice or recorded in a
medium; (b) all published and unpublished works of authorship including audio-visual works, “look and feel,” artwork,
illustrations, images, photographs and printed or graphic matter; (c) all tangible materials, including all prototypes, models,
designs, files, templates, libraries, tools, graphics, screen displays and/or their other user interface components or “look
and feel” (as that phrase is understood and applied under Title 17 U.S.C.), creative content, algorithms, formulae data,
information, reports and technologies; and (d) business and technical requirements and system designs and architectures in any
form or medium.


 


“Review Fee”
has the meaning stated in Section 4.3(b).


 


“Review Materials”
means, for an Asset Representations Review and a Subject Account and Subject Receivable, the documents and other materials for
each Test listed under “Review Materials” in Schedule A or any additional documents or other materials that
Vendor may reasonably request.


 


“Review Report”
means, for an Asset Representations Review, the report of Vendor prepared according to Section 3.5.


 


“Review Satisfaction
Date” means the date on which the Noteholders have voted to cause Vendor to conduct an Asset Representations Review pursuant
to Section 13.05 of the Indenture.


 


“Security
Breach” has the meaning stated in Section 6.4.


 


“Servicer”
has the meaning stated in the initial paragraph of this Agreement.


 


“Services”
means the services to be performed by Vendor pursuant to this Agreement.


 


“Subject Accounts”
means, for any Asset Representations Review, the related credit card accounts in which the Subject Receivables arose.


 


“Subject Receivables”
means, for any Asset Representations Review, all Transferred Receivables which are 60-Day Delinquent Receivables as of the last
day of the Monthly Period prior to the related Review Satisfaction Date.


 




    	 	3	



     


    

 


“Synchrony
Affiliate” means any Affiliate of Bank, including, for the avoidance of doubt, Issuer.


 


“Synchrony
Confidential Information” has the meaning stated in Section 7.2.


 


“Synchrony
PII” means PII furnished by Company to Vendor and PII developed or otherwise collected or acquired by Vendor in performing
its obligations under this Agreement.


 


“Synchrony
Information Privacy Laws” has the meaning stated in Section 6.3.


 


“Synchrony
Personal Data” includes (i) Personal Data provided to Vendor by or on behalf of Company; (ii) Personal Data (from whatever
source) being Processed by Vendor on behalf of Company; (iii) Personal Data (from whatever source) pertaining to personnel of Company;
and (iv) Personal Data created by Vendor based on data in sub-section (i), (ii) or (iii) above.


 


“Synchrony
Proprietary Materials” shall mean any and all data, designs, specifications, inventions, discoveries, improvements, ideas,
know-how, techniques, materials, program materials, flow charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial
materials, schematics, and other items, supplied by Bank to Vendor in connection with the Services hereunder.


 


“Test”
has the meaning stated in Section 3.4(a).


 


“Test Complete”
has the meaning stated in Section 3.4(c).


 


“Test Incomplete”
has the meaning stated in Section 3.4(a).


 


“Test Fail”
has the meaning stated in Section 3.4(a).


 


“Test Pass”
has the meaning stated in Section 3.4(a).


 


“Third Party
Auditor” means an independent public accounting firm that is not Affiliated with Vendor or Company.


 


“Third Party
Materials” means all Proprietary Materials the Intellectual Property Rights for which are owned, by an individual or
entity other than Issuer and/or Synchrony Affiliates and Vendor (including Affiliates of Vendor).


 


“Trade Secrets”
means any business, scientific or technical data, information, design, process, procedure, formula, or improvement that is commercially
valuable to either party and is not generally known in the industry. Each party acknowledges that the Trade Secrets of the other
party have been developed by that party at great expense and with the considerable effort of skilled professionals. Each party
also acknowledges that the Services and Deliverables under this Agreement may by necessity incorporate Trade Secrets.


 


“Transferor”
has the meaning stated in the initial paragraph of this Agreement.


 




    	 	4	



     


    

 


“Vendor”
has the meaning stated in the initial paragraph of this Agreement.


 


“Vendor Materials”
means those concepts, ideas, models, know-how, software, methodologies, technologies or techniques owned by Vendor that were not
or are not created, developed or supplied specifically to Bank.


 


“Work Product”
means all designs, specifications, inventions, discoveries, improvements, ideas, know-how, techniques, materials, program materials,
flow charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics, and other items, created,
developed or supplied specifically for Bank in connection with the Services, including, without limitation, any improvements of
any Vendor Materials (as defined below), any improvements on any Synchrony Proprietary Materials, and, to the extent permitted,
any improvements on materials of any third party.


 


ARTICLE
II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER


 


Section 2.1.          Engagement;
Acceptance. Issuer engages [__________________] to perform the obligations of Vendor hereunder. [__________________] accepts
the engagement and agrees to perform the obligations of Vendor hereunder on the terms set forth in this Agreement. For the avoidance
of doubt, Vendor shall be the Asset Representations Reviewer (as defined in the Indenture).


 


Section 2.2.          Confirmation
of Status. The parties confirm that Vendor is not responsible for (a) reviewing the Transferred Receivables and Accounts for
compliance with the representations and warranties under the Transfer Agreement or the Receivables Sales Agreement, except as described
in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the
Transfer Agreement or the Receivables Sales Agreement.


 


Section 2.3.          Subcontractors.
The unique abilities, knowledge and skills of Vendor and its personnel constitute material consideration of this Agreement. Vendor
agrees that it shall not employ any agent or subcontractor in connection with the performance of any Services without the prior
written consent of Bank, which will not be unreasonably withheld or delayed. If Bank does consent, Vendor shall provide Bank with
written evidence (reasonably acceptable to Bank) of said agent’s or subcontractor’s compliance with the confidentiality
provisions of this Agreement prior to the disclosure of any Synchrony Confidential Information to, or the performance by, any such
agent or subcontractor in connection with or pursuant to this Agreement. Vendor shall have formal written contracts with all subcontractors
and shall ensure that all confidentiality, regulatory, and similar obligations of Vendor are contractually undertaken by each subcontractor.
Vendor shall include in its subcontracts as flow-down provisions, provisions relating to, or in connection with, Vendor personnel,
audit, security and safeguarding of data, confidentiality, work standards, relationship of the parties of this Agreement, and any
other provisions as necessary for Vendor to fulfill its obligations under this Agreement. Even if there is no breach of the underlying
obligation, a failure to obtain such written agreement shall constitute a material breach of this Agreement.


 




    	 	5	



     


    

 


Section 2.4.          Timely
and Quality Performance. Vendor personnel shall perform the Services with promptness and diligence and in accordance with Good
Industry Practice. Vendor shall be responsible for the management of all Vendor personnel in the performance of Services, the integrity
and quality of all Services and Deliverables, and the required periodic reporting of the status of all Services and Deliverables
to Issuer.


 


Section 2.5.          Bank
Review and Acceptance. If any Vendor personnel performing Services are found to be unacceptable to Bank for cause, including
demonstration that he or she is not qualified to perform the Services assigned, Bank shall notify Vendor of such fact and Vendor
shall immediately remove said Vendor personnel and, if requested by Bank, provide a qualified replacement. If any Vendor personnel
are found to be unacceptable to Bank for any other lawful reason, Bank shall notify Vendor of such fact in writing and Vendor shall
promptly take reasonable and appropriate action.


 


ARTICLE
III

ASSET REPRESENTATIONS REVIEW PROCESS


 


Section 3.1.          Review
Notices. On receipt of a Review Notice from Issuer in accordance with Section 13.05(d) of the Indenture, Vendor will start
an Asset Representations Review. Vendor will have no obligation to start an Asset Representations Review until a Review Notice
is received.


 


Section 3.2.          Identification
of Subject Receivables. Within thirty (30) calendar days after receipt of a Review Notice, Servicer will deliver to Vendor
and the Indenture Trustee a list of the Accounts in which the Subject Receivables arise.


 


Section 3.3.          Review
Materials.


 


(a)          Access
to Review Materials. Servicer will give Vendor access to the Review Materials for all of the Subject Accounts and Subject Receivables
within sixty (60) calendar days after receipt of the Review Notice in one or more of the following ways in Servicer’s reasonable
discretion: (i) by providing access to Servicer’s receivables systems, either remotely or at one of the properties of Servicer,
(ii) by electronic posting to a password-protected website to which Vendor has access, (iii) by providing originals or photocopies
of documents relating to the Subject Accounts and Subject Receivables at one of the properties of Servicer or (iv) in another manner
agreed by Servicer and Vendor. Servicer may redact or remove PII from the Review Materials without changing the usefulness of the
Review Materials for the Asset Representations Review.


 


(b)          Missing
or Insufficient Review Materials. Vendor will review the Review Materials to determine if any Review Materials are missing
or insufficient for Vendor to perform any Test. If Vendor determines that any of the Review Materials are missing or insufficient
for Vendor to perform any Test, Vendor will notify Servicer promptly, and in any event no less than thirty (30) calendar days before
completing the Asset Representations Review. Servicer will use reasonable efforts to provide Vendor access to such missing Review
Materials or other documents or information to correct the insufficiency within fifteen (15) calendar days. If the missing or insufficient
Review Materials or other documents have not been provided by Servicer within sixty (60) calendar days after receipt of such notice,
the parties agree that each Subject Account and Subject Receivable subject to the applicable Test(s) will have a Test Incomplete
for the related Test(s) and the Review Report will indicate the reason for the Test Incomplete.


 




    	 	6	



     


    

 


Section 3.4.          Performance
of Reviews.


 


(a)          Test
Procedures. For an Asset Representations Review, Vendor will perform for the Subject Accounts and Subject Receivables the procedures
listed under “Tests” in Schedule A for each representation and warranty (each, a “Test”),
using the Review Materials listed for each such Test in Schedule A. For each Test, Vendor will determine in its reasonable
judgment if the Test has been satisfied (a “Test Pass”), if the Test has not been satisfied (a “Test
Fail”) or if the Test could not be concluded as a result of missing or incomplete Review Materials (a “Test
Incomplete”). Vendor will use such determination for all Subject Accounts and Subject Receivables that are subject to
the same Test. The Tests in Schedule A may be modified from time to time with the written consent of Issuer, Servicer
and Vendor, so long as such amendment provides an alternative Test and/or set of Review Materials that in the good faith determination
of the Servicer will test compliance with one or more of the applicable representations or warranties.


 


(b)          Review
Period. Vendor will complete the Asset Representations Review of all of the Subject Receivables within sixty (60) calendar
days after receiving access to the Review Materials as contemplated by Section 3.3(a). However, if additional Review
Materials are provided to Vendor under Section 3.3(b), the permissible period for the Asset Representations Review will
be extended for an additional thirty (30) calendar days (as such period may be extended, the “Asset Representations Review
Period”).


 


(c)          Completion
of Asset Representations Review for Certain Subject Receivables. Following the delivery of the list of the Subject Receivables
and before the delivery of the Review Report by Vendor, Servicer may notify Vendor if a Subject Receivable is paid in full by the
related Obligor or purchased by Servicer, Seller or Transferor according to the applicable Related Document. On receipt of notice,
Vendor will immediately terminate all Tests of such Subject Receivables and the Asset Representations Review of such Subject Receivables
will be considered complete (a “Test Complete”). In this case, the Review Report will indicate a Test Complete
for such Subject Receivables and the related reason.


 


(d)          Previously
Performed Test. If any Test was performed for a Subject Account or Subject Receivable included in a prior Asset Representations
Review, Vendor will not perform such Test again, but will include the results of such previous Tests for any such duplicate Subject
Account or Subject Receivable in the Review Report for the current Asset Representations Review. If the same Test is required for
more than one representation or warranty listed on Schedule A, Vendor will only perform the Test once but will report the
results of the Test for each applicable representations or warranty on the Review Report.


 


(e)          Termination
of Asset Representations Review. If an Asset Representations Review is in process and all Outstanding Notes of Issuer will
be paid in full on the next Payment Date, Servicer will notify Vendor and Indenture Trustee no less than ten (10) calendar days
before such Payment Date. On receipt of notice, Vendor will terminate the Asset Representations Review immediately and will have
no obligation to deliver a Review Report.


 




    	 	7	



     


    

 


Section 3.5.          Review
Reports. Within five (5) calendar days after the end of the Asset Representations Review Period, Vendor will deliver to Indenture
Trustee, Bank, Servicer, Seller and Transferor a Review Report indicating for each Subject Account and Subject Receivables whether
there was a Test Pass or a Test Fail for each Test, or whether such Subject Account and Subject Receivable was assigned a Test
Complete and the related reason. The Review Report will contain a summary of the Asset Representations Review results, which may
(in whole or in part) be included in the Form 10-D report with respect to Issuer for the Monthly Period in which the Review Report
is received. Vendor will ensure that the Review Report does not contain any Synchrony PII. On reasonable request of Servicer or
Indenture Trustee, acting solely on behalf of the Noteholders, Vendor will provide additional detail on the Test results.


 


Section 3.6.          Review
Representatives; Cooperation.


 


(a)          Servicer,
Seller, and Transferor Representatives. Each of Servicer, Seller and Transferor agrees to designate one or more representatives
who will be available to assist Vendor in performing the Asset Representations Review, including responding to requests and answering
questions from Vendor about access to Review Materials, obtaining missing or insufficient Review Materials and/or providing clarification
of any Review Materials or Tests.


 


(b)          Vendor
Representative. Vendor will designate one or more representatives who will be available to Issuer, Servicer, Seller, Transferor
and Indenture Trustee during the performance of an Asset Representations Review.


 


(c)          Seller
and Transferor Cooperation. Each of Seller and Transferor shall (i) cooperate with Vendor in completing procedures for an Asset
Representations Review and (ii) provide Vendor with reasonable access to its offices and information databases upon written request
from Vendor.


 


(d)          Questions
About Asset Representations Review. Vendor will make appropriate personnel available to respond in writing to written questions
or requests for clarification of any Review Report from Issuer, Indenture Trustee, Seller, Transferor or Servicer until the earlier
of (i) the payment in full of all of the Outstanding Notes of Issuer and (ii) one year after the delivery of the Review Report.
Vendor will not be obligated to respond to questions or requests for clarification from Noteholders or any other Person and will
direct such Persons to submit written questions or requests to Indenture Trustee.


 


Section 3.7.          Dispute
Resolution. Vendor agrees and acknowledges that any Review Report may be used by Issuer, Seller, Transferor, Indenture Trustee
or Servicer in any dispute resolution proceeding related to the Subject Receivables and/or Subject Accounts. No additional fees
or reimbursement of expenses shall be paid to Vendor regarding Issuer’s, Seller’s Transferor’s, Indenture Trustee’s
or Servicer’s use of any Review Report; provided that Vendor will be reimbursed for Vendor’s out of pocket expenses
incurred in its participation in any dispute resolution proceeding.


 




    	 	8	



     


    

 


Section 3.8.          Limitations
on Review Obligations.


 


(a)          Review
Process Limitations. Vendor will have no obligation:


 


(i)          to
determine whether a Delinquency Trigger has occurred or whether the required percentage of Noteholders has voted to direct an Asset
Representations Review under the Indenture;


 


(ii)         to
determine which Accounts and Transferred Receivables are subject to an Asset Representations Review;


 


(iii)        to
obtain or confirm the validity of the Review Materials;


 


(iv)        to
obtain missing or insufficient Review Materials from any party or any other source;


 


(v)         to
determine whether noncompliance with the representations or warranties constitutes a breach of the provisions of any of the Related
Documents;


 


(vi)        to
take any action or cause any other party to take any action under any of the Related Documents or otherwise to enforce any remedies
against any Person for breaches of representations or warranties about the Subject Accounts and Subject Receivables;


 


(vii)       to
determine the reason for the delinquency of any Transferred Receivable, the creditworthiness of any Obligor, the overall quality
of any Transferred Receivable or the compliance by Servicer with its covenants with respect to the servicing of such Transferred
Receivable; or


 


(viii)      to
establish cause, materiality or recourse for any failed Test.


 


(b)          Testing
Procedure Limitations. Vendor will only be required to perform the testing procedures listed under “Tests” in Schedule
A, and will not be obligated to perform additional procedures on any Subject Account or Subject Receivable or to provide any
information other than a Review Report indicated for each Subject Account and Subject Receivable whether there was a Test Pass
or a Test Fail for each Test, or whether the Subject Account or Subject Receivable was a Test Complete and the related reason.
However, Vendor may provide additional information about any Subject Account or Subject Receivable that it determines in good faith
to be material to the Review. Issuer expressly agrees that Vendor is not advising Issuer or any investor or future investor in
securities issued by Issuer concerning the suitability of Issuer or any investment strategy. Issuer expressly acknowledges and
agrees that Vendor is not an expert in accounting, tax, regulatory, or legal matters, and that Vendor does not provide legal advice
as to any matter.


 




    	 	9	



     


    

 


ARTICLE
IV

ASSET REPRESENTATIONS REVIEWER


 


Section 4.1.          Representations
and Warranties. Vendor represents and warrants to Issuer as of the date hereof and at all times prior to the termination of
this Agreement:


 


(a)          No
Proceedings. There are no proceedings or investigations pending or, to the best of Vendor’s knowledge, threatened in
writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction
over Vendor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of the transactions
contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably be expected to have a material
adverse effect on Vendor’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.


 


(b)          Eligibility.
Vendor meets the eligibility requirements in Section 8.1.


 


(c)          Safeguards.
Vendor has, and will continue to have, adequate administrative, technical and physical safeguards designed to: (i) ensure the security
and confidentiality of all Synchrony Confidential Information, (ii) protect against any anticipated threats or hazards to the security
or integrity of Synchrony Confidential Information and (iii) protect against any unauthorized acquisition of, access to or use
of Synchrony Confidential Information.


 


(d)          Interference
with Services. Vendor is under no obligation or restriction, nor will it assume any such obligation or restriction that does
or would in any way interfere or conflict with, or would prevent, limit, or impair in any way the performance by Vendor of any
of the terms of this Agreement or of the Services.


 


(e)          Performance.
All Services will be performed accurately, completely and in accordance with the terms of this Agreement. Additionally, Vendor
represents and warrants that its Services hereunder will be performed by qualified individuals in a professional, workmanlike and
timely manner conforming to Good Industry Practice, and in strict accordance with all applicable laws, regulations, codes and standards
of government agencies or authorities having jurisdiction.


 


(f)          Organizational
Existence. Vendor (i) is a corporation or organization duly organized, validly existing, and in good standing under the laws
of the jurisdiction of its organization; (ii) is duly qualified as a corporation and in good standing under the laws of each jurisdiction
where its ownership or lease of property or the conduct of its business requires such qualifications; (iii) has the requisite corporate
power and authority and the legal right to own, pledge, mortgage, and operate its properties, to lease the properties it operates
under lease, and to conduct its business as now conducted and hereafter contemplated to be conducted; (iv) has all necessary licenses,
permits, consents, or approvals from or by, and has made all necessary notices to, all authorities having jurisdiction, to the
extent required for such current ownership and operation or as proposed to be conducted; and (v) is in compliance with its certificate
of incorporation and by-laws.


 




    	 	10	



     


    

 


(g)          Corporate
Power. The execution, delivery, and performance of this Agreement and all instruments and documents to be delivered hereunder:
(i) are within the party’s corporate power; (ii) have been duly authorized by all necessary or proper corporate action; (iii)
do not and will not contravene any provisions of its certificate of incorporation or by-laws; (iv) will not violate any law or
regulation or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach
of, or constitute a default under any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which it is
a party or by which any of its property is bound; and (vi) do not require any filing or registration with or the consent or approval
of any governmental body, agency, authority, or any other person which has not been made or obtained previously. This Agreement
has been duly executed and delivered, and constitutes a legal, valid, and binding obligation, enforceable in accordance with its
terms, subject to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium
and other laws affecting creditors’ rights generally from time to time in effect and to the availability of equitable remedies.


 


(h)          Solvency.
Vendor is solvent.


 


(i)          No
Default. Vendor is not in default with respect to any material contract, agreement, lease, or other instrument to which it
is a party, nor has it received any notice of default under any such material contract, agreement, lease or other instrument which
as a consequence of any such default, would materially and adversely affect the performance of its obligations under this Agreement.


 


(j)          No
Burdensome Restrictions. No contract, lease agreement, or other instrument to which Vendor is a party or by which it is bound,
and no provision of applicable law or governmental regulation, materially and adversely affects its business, operation, prospects,
property or financial condition such as to impair its ability to meet its obligations under this Agreement.


 


(k)          Accuracy
of Information Correct. To the best of Vendor’s knowledge and belief, all information furnished by Vendor for purposes
of or in connection with this Agreement or any information hereafter furnished by Vendor, is true and correct in all material respects
and no such information omits to state a material fact necessary to make the information so furnished not misleading. Vendor further
warrants that there is no fact known which has not been disclosed and which materially and adversely affects its financial condition,
business, property, or prospects.


 


(l)          No
Claims/No Infringement. Vendor has, and during the term of this Agreement will continue to have, all rights to any and all
intellectual property used in connection with the provision of the Services. No claim (whether or not embodied in an action, past
or present) that the Services infringe on any patent, copyright, trademark or service mark, or misappropriate any trade secret
or other proprietary right, has been threatened or asserted, and no such claim is pending against Vendor or against any entity
from which Vendor obtained such rights. To the best of the Vendor’s knowledge and belief, Issuer’s use of the Services
as contemplated in this Agreement will not infringe on any patent, copyright, trademark, or service mark or misappropriate any
trade secret or infringe any proprietary or Intellectual Property Right of any party, including Vendor, any employee or contractor
of Vendor or any third party. Bank shall be notified in writing immediately of any such claim described in this Section 4.1(l).


 




    	 	11	



     


    

 


(m)          Sarbanes
Oxley. If applicable, Vendor is in compliance with Section 404 of the Sarbanes Oxley Act of 2002 (“Sarbanes-Oxley”)
and it will supply to Bank, in a form and manner specified by Bank, documents attesting that Vendor has in place key controls that
are effective and have been tested by a third party, such as a Third Party Auditor, that monitor and ensure compliance with Section
404 of Sarbanes-Oxley. Upon Bank’s written request, Vendor shall certify such of its internal systems and processes as Bank
deems necessary to support Bank’s compliance with Section 404 of Sarbanes Oxley.


 


(n)          Complaint
Tracking. To the extent not prohibited by law, rule or order, Vendor shall, as soon as reasonably practical upon Vendor’s
knowledge thereof, notify Bank of all complaints, counterclaims, actions or suits received by Vendor relating to any Services provided
by Vendor to Issuer hereunder, including, but not limited to, complaints, counterclaims, actions or suits received from or filed
or made by any governmental agency or department, or other third party. Copies of all written materials or communications relating
to adverse claims and governmental investigations shall be forwarded to Bank. Vendor shall maintain a written log of all complaints
received by Vendor, which shall be available for review by Bank’s auditors or any regulatory body. Without limiting the foregoing,
with respect to any threatened or filed complaint, action, suit or counterclaim relating to any Services provided by Vendor to
Issuer hereunder, Vendor immediately shall forward a copy of all related correspondence to Bank within two (2) Business Days after
receipt by Vendor.


 


(o)          Disclaimer.
EXCEPT AS EXPRESSLY STATED HEREIN, EACH PARTY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


 


(p)          Independent
Contractors. Vendor has complied with, and covenants that during the term of this Agreement, shall continue to comply with,
all laws, rules and regulations required by appropriate government authorities of independent contractors, including the appropriate
withholding, reporting and payment of all required taxes.


 


Section 4.2.          Covenants.
Vendor covenants and agrees that:


 


(a)          Eligibility.
It will notify Issuer, Transferor, Seller, Bank, Servicer and Indenture Trustee promptly if it no longer meets the eligibility
requirements in Section 8.1.


 


(b)          Review
Systems; Personnel. It will maintain business process management and/or other systems necessary to ensure that it can perform
each Test and, on execution of this Agreement, will load each Test into these systems. Vendor will ensure that these systems allow
for each Subject Account and Subject Receivable and the related Review Materials to be individually tracked and stored as contemplated
by this Agreement and in accordance with Good Industry Practice. Vendor will maintain adequate staff that is properly trained to
conduct Asset Representations Reviews as required by this Agreement.


 




    	 	12	



     


    

 


(c)          Maintenance
of Review Materials. It will maintain copies of any Review Materials, Review Reports and other documents relating to an Asset
Representations Review, including internal correspondence and work papers, for a period of two (2) years after the delivery of
any Review Report. After such two (2) year period, Vendor shall (at Bank’s option) either (i) promptly return to Bank all
such information in its possession or (ii) destroy or erase permanently all such information and confirm in writing to Bank that
it has done so.


 


(d)          Work
Product. Bank shall be the sole owner of, and Vendor will assign, and does hereby assign, to Bank, all Work Product and all
copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product, free and clear of all mortgages,
liens, pledges, custodianships, security interest or other encumbrances, restrictions, claims or charges of any kind.


 


(e)          Business
Continuity. Vendor will prepare and maintain, at no additional cost to Bank, a Business Continuity Plan (“BCP”)
designed to enable Vendor to continue to provide services in the event of a disaster or other BCP-triggering event. At Bank’s
request, Vendor will provide Bank with a copy of the BCP. Vendor will maintain the BCP, update it and test it at least once every
calendar year.


 


(f)          Opinion
of Counsel. On the date hereof and promptly upon written request, Vendor shall provide an opinion of counsel, which may be
an opinion of in-house counsel, addressed to Servicer, Bank, Indenture Trustee, the owner trustee of Issuer, Issuer, each Rating
Agency and the underwriters or purchasers of asset-backed notes issued by, or lenders to, Issuer to the effect that:


 


(i)          Vendor
is validly existing and in good standing as a [__________] under the laws of the State of [__________] and has the power and authority
to transact the business in which it is now engaged and to enter into and to perform all of its obligations under this Agreement;


 


(ii)         the
execution, delivery and performance by Vendor of this Agreement and the consummation by Vendor of the Services contemplated hereby
have been duly authorized by all necessary corporate action;


 


(iii)        this
Agreement has been duly and validly executed and delivered by and constitutes the valid and binding obligation of Vendor, enforceable
against Vendor in accordance with its term; and


 


(iv)        the
execution and delivery by Vendor of this Agreement and the consummation of the Services contemplated hereby will not conflict with,
result in a breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under
(A) the limited liability company agreement of Vendor, (B) to such counsel’s knowledge, any material indenture, contract,
lease, mortgage, deed of trust or other instrument of agreement to which Vendor is a party or by which Vendor is bound or (C) to
such counsel’s knowledge, any judgment, writ, injunction, decree, order or ruling of any court or governmental authority
having jurisdiction over Vendor.


 




    	 	13	



     


    

 


(g)          Control. It
will comply with all Company policies, including but not limited to, data security and data protection policies, provided to and
acknowledged and accepted in writing by it in connection with performing its duties under this Agreement and the Indenture. It
shall also adhere to reasonable quality assurance procedures to ensure that the performance of the Asset Representations Reviews
have been delivered in accordance with Good Industry Practice.


 


(h)          Insurance.
Vendor shall obtain and keep in force, during the term of this Agreement, insurance coverage for the benefit of Vendor and
Company, issued by insurance carriers with a minimum A.M. Best rating of A, VII, as set forth in Attachment 1 as Attachment
1 may be updated and modified from time to time. To the extent permitted by its respective policies of insurance, Vendor
hereby waives any right of recovery against Company for any loss or damage that is covered by any insurance policy maintained
or required to be maintained with respect to this Agreement. Vendor shall inform its insurers of this waiver and shall secure
from them amendments to the policies recognizing and providing such waiver. The insurance obtained and maintained by Vendor
in accordance with this Agreement shall in no way affect the limitations of Vendor’s liability or indemnification
obligations under this Agreement.


 


(i)          Information.


 


(i)          Vendor
shall (x) within 30 calendar days after prior written request from the Transferor, provide to the Transferor such information regarding
Vendor for purposes of compliance with Items 1109(b), 1117 and 1119 of Regulation AB in connection with the Issuer’s
Annual Report on Form 10-K, and (y) within five (5) Business Days after prior written request from the Transferor, enter into an
Indemnification Agreement in substantially the form of Attachment 2 hereto in connection with a Series, Class or Tranche
of Offered Notes (as such term is defined in the Indemnification Agreement referenced herein).


 


(ii)         As
promptly as practicable following notice to or discovery by Vendor of any material changes to the most recently provided information
for purposes of compliance with Items 1109(b), 1117 or 1119 of Regulation AB, provide to the Transferor, in writing, notice
of such material changes.


 


(iii)        Information
regarding Vendor for purposes of compliance with Items 1109(b), 1117 and 1119 of Regulation AB (“Regulation
AB Information”) shall include:


 


(a)          Vendor’s
name and form of organization;


 


(b)          a
description of the extent to which Vendor has had prior experience serving as an asset representations reviewer for asset-backed
securities involving credit card receivables;


 


(c)          a
description of any affiliation between Vendor and any of the following parties to a securitization transaction to which this Agreement
relates, as such parties are identified by name to Vendor by the Transferor in the written requests made to Vendor pursuant to
clause (i) of this Section 4.2(i);


 




    	 	14	



     


    

 


(i) the sponsor;


 


(ii) any depositor;


 


(iii) the issuing entity;


 


(iv) any servicer;


 


(v) any trustee;


 


(vi) any originator;


 


(vii) any significant obligor;


 


(viii) any enhancement or support provider;


 


(ix) any underwriter;


 


(x) any person hired by the sponsor or an
underwriter to perform due diligence on the Receivables; and


 


(xi) any other material transaction party;
and


 


(d)          a
description of any material pending legal or other proceedings involving Vendor or of which any property of Vendor is subject that,
individually or in the aggregate as to the Vendor, would have a material adverse impact on investors in the Notes.


 


(iv)        In
connection with each Report on Form 10-K and each Report on Form 10-D with respect to the Notes filed by or on behalf
of the Transferor, Vendor shall be deemed to represent and warrant, as of the date that is fifteen (15) days prior to the date
of filing for each Report on Form 10-K with respect to the Regulation AB Information most recently provided by Vendor, and
as of the related Payment Date for each Report on Form 10-D with respect to the Regulation AB Information most recently provided
by Vendor, that such Regulation AB Information is materially correct and does not have any material omissions (to the extent Transferor
has identified the transaction parties to Vendor), unless Vendor has provided an update to such Regulation AB Information.


 


Section 4.3.          Fees
and Expenses.


 


(a)          Annual
Fee. Bank will pay Vendor, as compensation for agreeing to act as Asset Representations Reviewer under this Agreement, an annual
fee as described in a letter agreement between Bank and Vendor. The annual fee will be paid as agreed by Bank and Vendor until
this Agreement is terminated.


 




    	 	15	



     


    

 


(b)          Review
Fee. Following the completion of an Asset Representations Review and the delivery to Indenture Trustee, Bank, Servicer and
Transferor of the Review Report, or the termination of an Asset Representations Review according to Section 3.4(e), and
the delivery to Bank of a detailed invoice, Vendor will be entitled to a fee as described in a letter agreement between Vendor
and Bank (the “Review Fee”). However, no Review Fee will be charged for any Tests that were performed in a prior
Asset Representations Review or for any Asset Representations Review in which no Tests were completed prior to Vendor being notified
of a termination of the Asset Representations Review in accordance with Section 3.4(e). Bank will pay the Review Fee to
Vendor in accordance with the terms of the detailed invoice from Vendor.


 


(c)          Reimbursement
of Travel Expenses. If Servicer provides access to the Review Materials at one of its properties, Bank will reimburse Vendor
for its reasonable travel expenses incurred in connection with the Asset Representations Review within thirty (30) days of receipt
of a detailed invoice.


 


(d)          Dispute
Resolution Expenses. If Vendor participates in a dispute resolution proceeding and its reasonable expenses for participating
in the proceeding are not paid by a party to the dispute resolution within ninety (90) days after the end of the proceeding, Bank
will reimburse Vendor for such expenses within thirty (30) days of receipt of a detailed invoice.


 


(e)          No
Hidden Charges. Except as provided in Section 4.3(c) and (d), all Annual Fees and Review Fees shall be inclusive
of all overhead costs, payroll taxes, employee benefits, training, travel and living, supplies, administration, insurance and other
expenses or costs of any nature and all Vendor’s equipment.


 


Section 4.4.          Invoices.
Vendor shall submit invoices in the month following the month in which the services were furnished, and Bank shall pay all undisputed
correct invoices within sixty (60) days following the receipt thereof by Bank. Bank reserves the right not to pay any invoice issued
more than one hundred eighty (180) days from delivery of the related Deliverable or completion of the related Services and/or after
such other mutually agreed payment date.


 


Section 4.5.          Taxes.
All fees are exclusive of any taxes that may be levied or assessed on the services (except for taxes which may be levied on Vendor’s
gross revenues or net income or business privileges, property, or license taxes of Vendor, which taxes shall not be the responsibility
of either Bank or any Synchrony Affiliate). All taxes, duties, fees and other governmental charges of any kind (including sales,
services and use taxes, but excluding taxes based on the gross revenues or net income of Vendor or business privileges, property,
or license taxes of Vendor) which are imposed by or under the authority of any government or any political subdivision thereof
on the fees for any of the Services shall be borne by Bank and shall not be considered a part of, a deduction from or an offset
against such fees. Vendor and Bank shall cooperate with each other in minimizing any applicable tax and in obtaining any exemption
from or reduced rate of tax available under any applicable law or tax treaty.


 


Section 4.6.          Delegation
of Obligations. Vendor may not delegate or subcontract its obligations under this Agreement to any Person without the consent
of Bank, which may be withheld in Bank’s sole discretion.


 




    	 	16	



     


    

 


ARTICLE
V

compliance


 


Section 5.1.          Bank
Policies and Directives. Except as otherwise provided in Section 4.2(g), Vendor shall, and shall ensure that all Vendor
personnel will, abide by all reasonable directives issued by Bank, including those relating to its Code of Conduct for Suppliers,
Contractors and Consultants as described at http://investors.synchronyfinancial.com/corporate-governance/code-of-conduct.aspx,
all on-site rules of behavior, work schedules, security procedures and other standards and procedures as may be established by
Bank from time to time and as such are applicable to Vendor; provided that in the event of a conflict between such directives,
including Bank’s Code of Conduct for Suppliers, Contractors and Consultants, the provisions of this Agreement will govern.


 


Section 5.2.          Books,
Records, Audit and Inspections.


 


(a)          Vendor
shall use commercially reasonable efforts to assist Bank in meeting its audit and regulatory requirements. During the term of this
Agreement, the records regarding Company that are maintained and/or produced by Vendor under this Agreement shall be made available
for examination and audit by any regulatory agency or government agency that has jurisdiction over Company’s business. Notwithstanding
the foregoing, nothing herein precludes or prevents Bank from conducting an audit or review arising from one or more questions
or issues with respect to which Bank has provided prior notice to Vendor. Vendor shall permit (i) Bank and any of its designated
and identified employees; (ii) any existing customer whose business is being directly supported by the Services and to whom Bank
is obligated to provide such access, provided, that in each such instance, such individual(s) shall be subject to confidentiality
requirements consistent with those in this Agreement; and (iii) any regulatory body (collectively, the “Designated Persons”)
to access (A) any Vendor resource performing Services for Issuer; (B) any part of the premises where the Services are being performed
for Issuer; (C) systems used to perform Services for Issuer; and (D) any data and records owned or maintained by Vendor pursuant
to this Agreement. Such access shall include making copies of files. Such access shall be provided no more than once annually (unless
circumstances arise that warrant additional audits) at reasonable hours and in a manner designed to avoid unreasonable interference
with the performance of the Services. Vendor will cooperate fully with, and will provide reasonable assistance to, the Designated
Persons in connection with such access. If Bank or Vendor learn, through any such audit or review or otherwise, that any invoice
rendered by Vendor to Bank was not correct, then, as appropriate, Vendor shall promptly reimburse Bank for the amount of any overcharge
or Bank shall promptly pay to Vendor the amount of any undercharge. In addition, upon reasonable request of Bank, the Vendor shall
provide an independent audit report from a nationally recognized Third Party Auditor to Bank as to the security, availability and
processing integrity of Vendor’s third party data center and backup tape storage center, which report shall, if Vendor is
not otherwise obtaining such a report for itself or other clients or in accordance with laws, rules and regulations applicable
to it, be obtained at the expense of Bank. In the event Bank finds it reasonably necessary in its sole discretion, based on any
material deficiencies found during audit(s) described in this Section, to perform follow-up audits or reviews, Vendor will be responsible
for all reasonable expenses incurred by Bank, including without limitation, the auditor’s or review personnel’s salary
for such subsequent audits or reviews.




    	 	17	



     


    

 


ARTICLE
VI

security


 


Section 6.1.          Bank
Security. Vendor is responsible for providing network security and security for such of its facilities where its servers or
other network equipment are located and at facilities where work on the Services is conducted. If applicable and as mutually agreed
by Bank and Vendor from time to time pursuant to Section 4.2(g), Vendor will ensure that such security materially meets
Bank standards as to network and physical level security as described in the assessment questionnaires. Vendor will implement and
maintain physical, technical and organizational measures designed to ensure the security and confidentiality of Synchrony Confidential
Information in order to prevent, among other things, accidental, unauthorized or unlawful access, use, modification, disclosure,
loss, or destruction of Synchrony Confidential Information. The security measures taken will be in compliance with applicable data
protection laws and will be implemented and maintained as appropriate to the risks represented by the processing and the nature
of the Synchrony Confidential Information.


 


Section 6.2.          Use
of Bank Resources. In the course of performing Services, Vendor may have access to Bank’s or a Synchrony Affiliate’s
information technology resources. In such event, Vendor shall use such resources exclusively for performing Services on authorized
efforts. Unauthorized use of Bank’s or a Synchrony Affiliate’s information technology resources includes, but is not
limited to, the following:


 


(a)          failure
to reasonably safeguard resources from damage, misuse or theft;


 


(b)          circumventing
or attempting to compromise, for any reason, computer security regulations such as security software, computer dial-up controls
and administrative or operational procedures, without consent of Bank;


 


(c)          tampering
with a computer system in a manner which is generally believed to (i) cause harm to computer information, or (ii) lead to the unavailability
of the computer resources; and


 


(d)          performing
work of a personal or business nature not directly related to the work required to be performed under this Agreement.


 


Section 6.3.          PCI
Compliance/GLB. If Vendor receives PCI Data from Bank or a Synchrony Affiliate, Vendor agrees to comply with and adhere to
the Payment Card Industry (“PCI”) Data Security Standards promulgated by the PCI Data Security Standards Council
and available at https://www.pcisecuritystandards.org. If at any time during the term hereof, Vendor is required to receive PCI
Data in order to perform Services and fails to be in full compliance with the then current PCI Data Security Standards, Bank shall
have the right to terminate this Agreement, subject to Section 8.2(b), upon immediate written notice to Vendor, without
penalty or further obligation of any kind. If Vendor shall process any Synchrony Confidential Information (including but not limited
to Personal Data) that is subject to Title V of the Gramm-Leach-Bliley Financial Services Modernization Act of 1999 and regulations
promulgated thereunder or other federal, state, and local laws, rules, regulations, and ordinances governing the privacy and security
of Synchrony Confidential Information (collectively “Synchrony Information Privacy Laws”), Vendor agrees to
comply with Synchrony Information Privacy Laws, and to protect and maintain the privacy of such Synchrony Confidential Information
accordingly.


 




    	 	18	



     


    

 


Section 6.4.          Notification
of Security Breach. Vendor shall notify Bank as soon as reasonably practical, but in no event less than forty-eight (48) hours
upon discovery or notification of any actual, suspected, potential or threatened Security Breach (as defined below). Vendor agrees
to take action immediately, at its own expense, to identify and eradicate (or to equip Bank to identify and eradicate) any further
Security Breach and carry out any recovery reasonably necessary to remedy any impact of such Security Breach. Vendor shall also
provide Bank with a detailed description of the Security Breach, the type of data that was the subject of the Security Breach,
the identity of each affected Person, and any other information Bank may request concerning such affected Persons and the details
of the breach, as soon as such information can be collected or otherwise becomes available. Vendor shall also carry out any recovery
actions and notify, at its expense, all affected Persons as required by applicable law or by Bank in its sole discretion. The foregoing
does not relieve Vendor or prohibit Vendor from commencing any actions related to any notice or other obligations it may have under
the law. The content of any filings, communications, notices, press releases, or reports related to any Security Breach (“Notices”)
must first be approved by Bank prior to any publication or communication thereof to any third party, except that the foregoing
shall not prohibit Vendor from communicating with local, state or federal law enforcement when required to do so by law. Vendor
shall pay for or reimburse Bank for all costs, losses and expenses relating to any Security Breach, including without limitation,
the cost of Notices; any such costs, losses and/or expenses shall not in any way be limited under this Agreement. “Security
Breach” means any event or circumstances that involve unauthorized access, use, or acquisition of data that compromises
the confidentiality, integrity or availability of any Synchrony Confidential Information (including any Personal Data) maintained,
processed or transmitted by Vendor or any Affiliate of Vendor or subcontractors, or the loss or inability to account for any medium
or equipment containing such Synchrony Confidential Information in an unencrypted state or any other circumstances as defined in
any applicable local law.


 


Section 6.5.          Synchrony
PII. Company does not grant Vendor any rights to Synchrony PII. Company does not intend to share, provide or supply any Synchrony
PII to Vendor. However, if Vendor receives any Synchrony PII, Vendor will immediately (i) notify Bank and (ii) indefeasibly delete
and destroy such Synchrony PII subject to Section 7.4.


 


ARTICLE
VII

CONFIDENTIALITY


 


Section 7.1.          Agreements
of Vendor Personnel. Vendor represents, warrants, and covenants that prior to the commencement of any Services, all Vendor
personnel shall have executed a confidentiality and assignment agreement that is at least as restrictive as this Article VII,
and that assigns full ownership of all Work Product and rights therein to Vendor, so that Vendor may transfer the relevant rights
in the Work Product (other than those owned by Vendor under the express terms of Article VII) to Bank in accordance with
Article VII. Vendor shall not allow any Vendor personnel to provide any Services or to access Synchrony Confidential Information
unless such Vendor personnel has signed such an agreement.


 




    	 	19	



     


    

 


Section 7.2.          Confidentiality.


 


(a)          Non-Disclosure.
Vendor shall keep in strictest confidence all information of Bank or any Synchrony Affiliate that is confidential or proprietary
in nature, including all such information identified as confidential at the time of disclosure or that, from the circumstances,
in good faith should be treated as confidential, and that relates in any way to the business and affairs of Bank, Synchrony Affiliates
or their vendors or customers, that Vendor or Vendor personnel may acquire or develop in connection with or as a result of this
Agreement or the Services to be provided hereunder (“Synchrony Confidential Information”). Synchrony Confidential
Information expressly includes, but is not limited to, (i) the Work Product other than any Work Product filed with the Securities
and Exchange Commission, (ii) all non-public financial information, business records, Bank data, business processes, employee information,
marketing plans, databases, reports, diagrams, schematics, log files, flow charts, software programs, hardware configurations,
network architecture, security protocols, firewall settings and other technical information and (iii) Synchrony Personal Data.
Vendor shall handle all Synchrony Confidential Information with the same degree of care as it uses to maintain the confidentiality
of its own confidential information, which shall in no event be less than the highest degree of care.


 


(b)          Exclusions.
Vendor’s obligations under this Article VII shall not apply to any portion of Synchrony Confidential Information that:
(i) at the time of its disclosure to Vendor was in the public domain or subsequently becomes a part of the public domain other
than by breach of a confidentiality obligation, (ii) Vendor had in its possession at the time of disclosure by Bank, as established
by written documentation in existence at that time, and that was not acquired directly or indirectly from Bank or with knowledge
of confidentiality restrictions; or (iii) Vendor subsequently independently acquires by lawful means from a third party whose disclosure
to Vendor does not violate a duty of confidentiality.


 


(c)          Compelled
Disclosure. Should Vendor become compelled by a court or other body of competent jurisdiction to disclose any portion of Synchrony
Confidential Information in connection with a lawsuit or similar proceeding or to any governmental agency, Vendor shall, to the
extent not prohibited by law, rule or order, give Bank prompt prior written notice of such fact, including in its notice the legal
basis for the required disclosure and the nature of the Synchrony Confidential Information that must be disclosed. Vendor shall
cooperate fully with Bank in obtaining a protective order or other appropriate protection relating to the disclosure and subsequent
use of the Synchrony Confidential Information. Vendor will disclose only that portion of the Synchrony Confidential Information
that is legally required to be disclosed.


 


Section 7.3.          Acknowledgements
and Restrictions. Vendor acknowledges that all Synchrony Confidential Information is valuable, is deemed to be a Trade Secret,
and will be protected by civil and criminal law, including where appropriate, copyright law. As between the parties, all Synchrony
Confidential Information shall remain the sole and exclusive property of Bank or Synchrony Affiliates and other than the licenses
expressly granted herein, no disclosure or permitted use of Synchrony Confidential Information under this Agreement shall be construed
as the grant of any right, title or interest, by license or otherwise, in or to Synchrony Confidential Information. Except where
Bank is required by applicable law to permit it, neither Vendor nor any Vendor personnel may reverse engineer, decompile or disassemble
Synchrony Confidential Information nor circumvent any protection schemes or devices supplied with any Synchrony Confidential Information.
If Bank grants Vendor or any Vendor personnel access to a Company computer network, Vendor or such Vendor personnel (as applicable)
shall abide by all Company network use policies. Vendor shall access and use Synchrony Confidential Information only to the minimum
extent necessary to exercise its rights or fulfill its obligations under this Agreement. Vendor agrees to protect the confidentiality
of the applicable access password(s) and agrees to be strictly liable for any unauthorized access using such password(s). Vendor
will not use or permit the use of any Synchrony Confidential Information for the benefit of anyone other than Company or as required
to perform its obligations under this Agreement. Neither Vendor nor any Vendor personnel will use, copy, reprint, duplicate, or
recreate in whole or in part, alone or in combination with anything else, any Synchrony Confidential Information, except as required
for Vendor’s performance pursuant to this Agreement. Vendor agrees that the remedy at law for any breach or threatened breach
of this Article VII shall be inadequate, and in addition to any other remedy available at law, in equity or under this Agreement,
Bank shall be entitled to seek injunctive relief.


 




    	 	20	



     


    

 


Section 7.4.          Return.
Vendor covenants that upon demand therefor, upon the completion of any Services or as otherwise set forth in this Agreement, and
upon termination or expiration of this Agreement, it will deliver to Bank (or, to the extent lawful, destroy and certify to Bank
the destruction of) all copies of any and all Synchrony Confidential Information and all materials related or pertaining to this
Agreement, including relevant planning data, or any technical and programming documentation and files, and will not retain any
Synchrony Confidential Information in any form without the prior written consent of Bank. Notwithstanding the foregoing, Vendor
(a) may retain copies of Synchrony Confidential Information for the purposes of maintaining legal or regulatory compliance to which
it may be subject or in connection with its internal document retention or corporate governance policies, and (b) is not required
to destroy any computer records or files containing Synchrony Confidential Information which have been created pursuant to automatic
archiving and back-up procedures. The terms and conditions set forth herein shall survive termination of this Agreement with respect
to Synchrony Confidential Information retained pursuant to this Section 7.4.


 


ARTICLE
VIII

RESIGNATION AND REMOVAL;

SUCCESSOR ASSET REPRESENTATIONS REVIEWER


 


Section 8.1.          Eligibility
Requirements for Vendor. Vendor must be a Person who (a) is not an Affiliate of Seller, Transferor, Servicer, Indenture Trustee,
Trustee or any of their Affiliates and (b) was not, and is not an Affiliate of a Person that was, engaged by Seller or any underwriter
to perform any due diligence on the Transferred Receivables.


 


Section 8.2.          Resignation
and Removal of Vendor.


 


(a)          No
Resignation of Vendor. Vendor will not resign as Asset Representations Reviewer unless (i) Vendor no longer meets the eligibility
requirements in Section 8.1; (ii) upon determination that the performance of its duties under this Agreement is no longer
permissible under applicable law, (iii) with the consent of Bank; (iv) in the event of non-receipt of payment, as described in
this Section 8.2 or (v) upon one year’s (or such shorter period of time to which Issuer may agree) written notice
to the other parties hereto, which notice may be delivered at any time on or after the Permitted Resignation Date. Except as otherwise
provided in clause (v) of the immediately preceding sentence, Vendor will deliver ninety (90) days’ prior written notice
of its resignation to the other parties hereto, and, in the case of a resignation pursuant to clause (i) or (ii) of the immediately
preceding sentence, the Vendor shall deliver with such notice of resignation, an Opinion of Counsel supporting its determination.


 




    	 	21	



     


    

 


Subject to the terms
of this Agreement, Vendor may resign and terminate this Agreement if it does not receive any payment required to be made in connection
with an undisputed invoice under the terms of this Agreement, which failure continues un-remedied for a period of ninety (90) days
after written notice of such failure shall have been given to Bank.


 


(b)          Removal
of Vendor for Cause. Subject to Section 8.2(e), Issuer, by notice to Vendor, may immediately remove Vendor and terminate
its rights and obligations under this Agreement if any of the following events shall occur:


 


(i)          Vendor
no longer meets the eligibility requirements in Section 8.1;


 


(ii)         Vendor
breaches any of its representations, warranties, covenants or obligations in this Agreement; or


 


(iii)        an
Insolvency Event of Vendor occurs.


 


(c)          Voluntary
Removal of Vendor. Subject to Section 8.2(e), Issuer, in its sole discretion, may remove Vendor and terminate its rights
and obligations under this Agreement by providing Vendor with at least thirty (30) calendar days’ prior written notice (or,
in the case of any violation of Section 6.3, immediately); provided, however, that any such termination without
cause shall not be effective until the Vendor has completed and delivered all Review Reports for any then in-progress Asset Representations
Review.


 


(d)          Notice
of Resignation or Removal. Issuer will notify Bank, Transferor, Seller, Servicer, Trustee and Indenture Trustee of any resignation
or removal of Vendor.


 


(e)          Continue
to Perform After Resignation or Removal. No resignation or removal of Vendor will be effective, and Vendor will continue to
perform its obligations under this Agreement, until a successor Vendor has accepted its engagement according to Section 8.3(b).


 


Section 8.3.          Successor
Vendor.


 


(a)          Engagement
of Successor Vendor. Following the resignation or removal of Vendor, Issuer will engage a successor Vendor who meets the eligibility
requirements of Section 8.1.


 


(b)          Effectiveness
of Resignation or Removal. No resignation or removal of Vendor will be effective until the successor Vendor has executed and
delivered to Issuer, Seller, Bank, Servicer and Transferor an agreement accepting its engagement and agreeing to perform the obligations
of Vendor under this Agreement or entering into a new agreement with Issuer, Servicer, Seller, Bank and Transferor on substantially
the same terms as this Agreement.


 




    	 	22	



     


    

 


(c)          Transition
and Expenses. If Vendor resigns or is removed, Vendor will cooperate with Bank, Seller, Servicer, Transferor and Indenture
Trustee and take all actions reasonably requested to assist Bank, Servicer, Transferor and Indenture Trustee in making an orderly
transition of Vendor’s rights and obligations under this Agreement to the successor Vendor. Vendor will pay the reasonable
expenses of transitioning Vendor’s obligations under this Agreement and preparing the successor Vendor to take on the obligations
on receipt of an invoice with reasonable detail of the expenses from Bank, Transferor or the successor Vendor; provided that Vendor
will not be responsible for paying the transition expenses as described in this Section 8.3(c) if Vendor is removed by Issuer
without cause or if Vendor is removed in accordance with clause (iv) of the first sentence of Section 8.2(a). Bank will
pay any reasonable expenses of transitioning Vendor’s obligations under this Agreement and preparing a successor Asset Representations
Reviewer to take on the obligations of Vendor to the extent not paid by Vendor.


 


Section 8.4.          Merger,
Consolidation or Succession. Any Person (a) into which Vendor is merged or consolidated, (b) resulting from any merger or consolidation
to which Vendor is a party or (c) succeeding to the business of Vendor, if that Person meets the eligibility requirements in Section
8.1, will be the successor to Vendor under this Agreement. Such Person will execute and deliver to Issuer and Servicer an agreement
to assume Vendor’s obligations under this Agreement (unless the assumption happens by operation of law).


 


ARTICLE
IX

OTHER AGREEMENTS


 


Section 9.1.          No
Petition. Each of the parties, by entering into this Agreement, agrees that, before the date that is one year and one day (or,
if longer, any applicable preference period) after payment in full of (a) all securities issued by Transferor or by a trust for
which Transferor was a depositor (including, without limitation, Issuer) or (b) the Notes, it will not start or pursue against,
or join any other Person in starting or pursuing against (i) Transferor or (ii) Issuer, respectively, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law. This Section 9.1
will survive the termination of this Agreement.


 


Section 9.2.          Limitation
of Liability. It is expressly understood and agreed by the parties hereto that (a) this document is executed and delivered
by Citibank, N.A., not individually or personally, but solely as Trustee of Issuer, (b) each of the representations, undertakings
and agreements herein made on the part of Issuer is made and intended not as a personal representation, undertaking and agreement
by Citibank, N.A. but is made and intended for the purpose of binding only Issuer, (c) nothing herein contained shall be construed
as creating any liability on Citibank, N.A., individually or personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under
the parties hereto, (d) Citibank, N.A. has made no investigation as to the accuracy or completeness of any representations and
warranties made by Issuer or any other party to this Agreement and (e) under no circumstances shall Citibank, N.A. be personally
liable for the payment of any indebtedness or expenses of Issuer or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by Issuer under this document or any other related documents.


 




    	 	23	



     


    

 


Section 9.3.          Termination
of Agreement. This Agreement will terminate, except as provided in Section 12.10 or as otherwise stated in this Agreement,
on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (b)
the date Issuer is terminated under the Trust Agreement.


 


Section 9.4.          Independence
of Vendor. Vendor will be an independent contractor and will not be subject to the supervision of Issuer for the manner in
which it accomplishes the performance of its obligations under this Agreement. Unless authorized by Issuer, Vendor will have no
authority to act for or represent Issuer and will not be considered an agent of Issuer. Nothing in this agreement will make Vendor
and Issuer members of any partnership, joint venture or other separate entity or impose any liability of such on either of them.


 


ARTICLE
X

indemnification


 


Section 10.1.          Indemnification
by Vendor. Vendor agrees to indemnify, defend and hold Bank, Synchrony Affiliates and assigns and their respective officers,
directors, trustees, employees and agents harmless against any and all suits, claims, actions, proceedings, demands, damages, judgments,
liabilities, costs, expenses (including reasonable attorneys’ fees and costs of investigation and settlement awards) of any
kind (collectively, “Losses”) asserted by any person or entity (including, without limitation, relating to injury
or death of any person or destruction of any property, real or personal) arising out of, connected with or resulting from (i) the
material or intentional breach or violation by Vendor of any representation, warranty, covenant or obligation under this Agreement
(including without limitation any other agreement or instrument delivered by it in connection with this Agreement or any applicable
policy of Bank provided to and acknowledged and accepted in writing by Vendor); (ii) the negligence, willful misconduct or bad
faith of Vendor in the performance of its duties under this Agreement; (iii) the failure of Vendor or any subcontractor to properly
and securely handle and manage Synchrony Confidential Information, including any Personal Data, or any breach of data security
or confidentiality relating thereto; or (iv) any and all lien notices, lien claims, liens, encumbrances, security interests, or
other lien rights of any kind filed by any party, including without limitation any subcontractor, which in whole or in part are
based on any work, goods, services, material or equipment provided or to be provided under this Agreement.


 


Section 10.2.          Procedure.
With respect to any claim for indemnification hereunder, the indemnified party shall send a written notice to the indemnifying
party promptly upon becoming aware of any claim covered hereunder; provided, however, that the indemnified party’s failure
to notify the indemnifying party of any such claim shall not relieve indemnifying party of its obligations hereunder. Indemnifying
party shall have the obligation to assume the defense of any such claim if it gives written notice of its intent to assume the
defense of such claim within twenty (20) days of receipt of indemnified party’s notice of such claim. If indemnifying party
does so assume the defense of such claim, it may control such defense and any action related to such claim, and may enter into
any settlement or compromise of such claim, provided that such settlement or compromise requires only the payment of money damages,
all of which shall be paid by indemnifying party. Any other settlement or compromise shall require the prior written consent of
indemnified party, which consent may be given or withheld in its sole discretion. Indemnified Party may also participate in such
defense through its own counsel at its own expense. If indemnifying party fails to diligently defend any claim, or it fails to
give notice of its assumption of the control and defense of any such claim within the requisite notice period as herein provided,
then indemnified party shall have the right to defend any such claim in its sole discretion and with counsel of its own choosing,
all at indemnifying party’s expense.


 




    	 	24	



     


    

 


Section 10.3.          Indemnification
by Bank. Bank agrees to indemnify, defend and hold Vendor, Affiliates of Vendor and assigns and their respective officers,
directors, employees and agents harmless against any and all Losses of any kind asserted by any person or entity (including, without
limitation, relating to injury or death of any person or destruction of any property, real or personal), arising out of, connected
with or resulting from any act taken by Vendor (acting in good faith) under this Agreement or the Indenture, unless such Losses
are the result of (a) the material breach of this Agreement or the Indenture, as applicable, by Vendor, (b) Vendor’s failure
to comply with requirements of applicable federal, state and local laws and regulations, in performing its duties as Vendor hereunder
or the Indenture, as applicable, (c) the negligence, willful misconduct or bad faith of Vendor, or (d) any material failure of
the representations, warranties or covenants made by Vendor hereunder or in connection herewith to be true and correct.


 


ARTICLE
XI

LIMITATIONS OF LIABILITY.


 


Section 11.1.          Limitation
of Liability. Vendor will not be liable to any person for any action taken, or not take, in good faith under this Agreement
or for error in judgment; however, Vendor will be liable for its willful misconduct, bad faith or negligence in performing its
obligations under this Agreement and the Indenture. In no event will any party hereto be liable for special, indirect or consequential
damages (including loss of profit).


 


ARTICLE
XII

MISCELLANEOUS PROVISIONS


 


Section 12.1.          Amendments.


 


(a)          This
Agreement only can be modified in a written document executed by the parties hereto without the consent of the Noteholders or any
other Person; provided, that, except with respect to amendments (i) to clarify an ambiguity, correct an error or correct or supplement
any term of this Agreement that may be defective or inconsistent with the other terms of this Agreement or to provide for, or facilitate
the acceptance of this Agreement by, a successor Vendor, (ii) to the Tests set forth on Schedule A executed pursuant to Section
3.4 of this Agreement or (iii) to convert or supplement any provision in a manner consistent with the intent of this Agreement,
either (a) such amendment shall not, as evidenced by an opinion of counsel or officer’s certificate, in each case addressed
and delivered to Issuer and the Indenture Trustee, reasonably result in an Adverse Effect or (b) the Rating Agency Condition is
satisfied with respect to such amendment. With respect to any amendment for which clauses (a) or (b) of the immediately preceding
sentence cannot be satisfied, this Agreement can be amended with the consent of the Noteholders of a majority of the Outstanding
Dollar Principal Amount of the Notes of each adversely affected Series, Class or Tranche.


 




    	 	25	



     


    

 


(b)          Transferor
will notify the Rating Agencies and the Indenture Trustee in advance of any amendment. Promptly after the execution of an amendment,
Transferor will deliver a copy of the amendment to the Rating Agencies.


 


Section 12.2.          Assignment;
Benefit of Agreement; Third Party Beneficiaries.


 


(a)          Assignment.
Except as stated in Section 8.4, this Agreement may not be assigned by Vendor without the consent of Bank, Seller, Servicer
and Transferor. Any Synchrony Affiliate party to this Agreement may assign, upon notice to Vendor, any of its rights and delegate
any of its duties under this Agreement, either in whole or in part at anytime, to any Synchrony Affiliate or successor of any Synchrony
Affiliate. Subject to the preceding sentence, this Agreement shall inure to the benefit of and be binding upon the parties hereto,
and their respective successors and permitted assigns.


 


(b)          Benefit
of Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and will be binding upon the parties hereto and
their permitted successors and assigns. Indenture Trustee, for the benefit of the Noteholders, Citibank, N.A., as Trustee of the
Issuer, and the Synchrony Affiliates will be third-party beneficiaries of this Agreement and entitled to enforce this Agreement
against Vendor. No other Person will have any right or obligation under this Agreement.


 


Section 12.3.          Notices.


 


(a)          Notice.
All notices to be given to the parties hereunder shall be in writing and shall be deemed to have been given and be effective when
delivered personally or if sent by certified mail, return receipt requested, postage prepaid addressed to the parties at the addresses
set forth in Section 12.3(b), or to such other address as either party may designate by notice to the other parties pursuant
to this Section.


 


(b)          Notice
Addresses. Any notice, request, demand, consent, waiver or other communication will be delivered or addressed to (i) (a) in
the case of Bank, 777 Long Ridge Road, Stamford, Connecticut 06902, Attention: Manager – Securitization, (b) in the case
of Transferor, 777 Long Ridge Road, Stamford, Connecticut 06902, Attention: Manager – Securitization, (c) in the case of
Indenture Trustee, 101 Barclay Street, New York, New York 10286, Attention Corporate Trust Office – Synchrony Card Issuance
Trust, (d) in the case of Servicer and Seller, 777 Long Ridge Road, Stamford, Connecticut 06902, Attention: Manager – Securitization,
(e) in the case of Vendor, [__________________], 1700 Lincoln Street, Suite 2600, Denver, Colorado 80203, Attention: SVP, Surveillance;
with a copy to [__________________], 100 Beard Sawmill Road, Ste. 200, Shelton, CT 06484, Attention: General Counsel, and (f) in
the case of Issuer, Synchrony Card Issuance Trust, c/o Citibank, N.A., as Trustee, 388 Greenwich Street, New York, New York 10013,
Attn: Synchrony Card Issuance Trust, with a copy to Bank, 777 Long Ridge Road, Stamford, Connecticut 06902, Attention: Manager
– Securitization; or (ii) as to each party, at such other address as shall be designated by such party in a written notice
to each other party.


 




    	 	26	



     


    

 


Section 12.4.          Language.
Regardless of any language into which this Agreement may be translated and/or thereafter executed, the official, controlling and
governing version of this Agreement shall be exclusively the English language version. The headings as to the contents of particular
sections of this Agreement are inserted for convenience of reference only and shall in no way define, limit, expand, or otherwise
affect the construction or interpretation of any provision of this Agreement. The language of all parts of this Agreement shall
in all cases be construed as a whole according to its fair meaning and not strictly for or against either of the parties.


 


Section 12.5.          Governing
Law. This Agreement shall be interpreted and construed under the laws of the State of New York, U.S.A., without regard to its
conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods is excluded. Any judicial
action or proceeding between the parties relating to this Agreement must be brought in the courts of the State of New York, U.S.A.,
or the United States District Court for New York. Each party consents to the jurisdiction of such courts, agrees to accept service
of process by mail, and hereby waives all jurisdictional and venue defenses otherwise available to it.


 


Section 12.6.          No
Waiver. The failure of either party at any time or times to enforce or require performance of any provision contained in this
Agreement shall in no way operate as a waiver or affect the right of such party at a later time to enforce such provision.


 


Section 12.7.          Entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.
This Agreement supersedes all prior written agreements and contemporaneous oral agreements with respect to the subject matter hereof;
provided, that if the parties have entered into a confidentiality and non-disclosure agreement, the terms of such agreement shall
survive and govern the parties’ obligations as set forth in such agreement between the execution date thereof and the effective
date of this Agreement. Neither party has relied upon any representation of the other not set forth herein as an inducement to
enter into this Agreement.


 


Section 12.8.          Severability.
Each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in
no way impair the enforceability of any of the other clauses of the Agreement. Moreover, if any provision contained in this Agreement
shall for any reason be held to be excessively broad as to scope, activity, subject, or otherwise unenforceable, such provision
shall be construed by the appropriate judicial body by limiting or reducing it or them so as to be enforceable to the maximum extent
compatible with the applicable law.


 


Section 12.9.          Independent
Contractor. Vendor and all Vendor personnel are independent contractors and neither Vendor nor any Vendor personnel shall be
deemed an employee of Company. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship
between the parties. Neither Vendor nor any Vendor personnel shall have the right to bind Company to any contract, agreement, or
obligation.


 


Section 12.10.         Survival.
All provisions of this Agreement related to confidentiality, indemnification, intellectual property rights, warranties, non-solicitation,
and limitations on liability shall expressly survive any termination or expiration of this Agreement.


 




    	 	27	



     


    

 


Section 12.11.         Use
of Marks. Vendor parties shall not use Bank’s or any Synchrony Affiliate’s name, photographs, logo, trademark,
or other identifying characteristics or that of any Synchrony Affiliate without Bank’s prior written approval.


 


Section 12.12.         Interpretation.
Whenever any provision of this Agreement uses the term “including” (or “includes”), such term shall be
deemed to mean “including without limitation” and “including but not limited to” (or “includes without
limitations” and “includes but is not limited to”) regardless of whether the words “without limitation”
or “but not limited to” actually follow the term “including” (or “includes”). The words, “Herein,”
“hereby,” “hereunder,” “hereof” and other equivalent words shall refer to this Agreement in
its entirety and not solely to the particular portion of this Agreement in which any such word is used. All definitions set forth
herein shall be deemed applicable whether the words defined are used herein in the singular or the plural. Wherever used herein,
any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders.


 


Section 12.13.         Force
Majeure. Subject to paragraph (b) below, neither party shall be liable for any failure or delay in the performance of its obligations
under this Agreement to the extent such failure or delay both: (i) is caused by any of the following: acts of war, terrorism, civil
riots or rebellions; quarantines, embargoes and other similar unusual governmental action; extraordinary elements of nature or
acts of God (other than localized fire, hurricane, tornado or flood); and (ii) could not have been prevented by the non-performing
party’s reasonable precautions or commercially accepted processes, or could not reasonably be circumvented by the non-performing
party through the use of substitute services, alternate sources, work-around plans or other means by which the requirements of
a customer of services substantively similar to the Services hereunder would be satisfied. Events meeting both of the criteria
set forth in clauses (i) and (ii) above are referred to individually and collectively as “Force Majeure Events.”
The parties expressly acknowledge that Force Majeure Events do not include vandalism, the regulatory acts of governmental agencies,
labor strikes, or the non-performance of third parties or subcontractors relied on for the delivery of the Services, unless such
failure or non-performance by a third party or subcontractor is itself caused by a Force Majeure Event, as defined above. Upon
the occurrence of a Force Majeure Event, the non-performing party shall be excused from any further performance or observance of
the affected obligation(s) for as long as such circumstances prevail, and such party continues to attempt to recommence performance
or observance to the greatest extent possible without delay provided that the non-performing party shall provide the other party
with written notice immediately upon becoming actually aware of its occurrence.


 


Section 12.14.         Counterparts.
This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute
one Agreement.


 


[Remainder of Page Left Blank]


 




    	 	28	



     


    

 


EXECUTED BY:


 


	 	SYNCHRONY BANK, in its individual capacity and as Seller and Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	SYNCHRONY CARD FUNDING, LLC, as Transferor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Asset Representations
Review Agreement]


 




     


     


    

 


	 	SYNCHRONY CARD ISSUANCE TRUST, as Issuer
	 	 
	 	By: Citibank, N.A., not in its individual capacity but solely as Trustee of the Issuer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Asset Representations
Review Agreement]


 




     


     


    

 


	 	[__________________], as Vendor
	 	 	 
	 	By:	    
	 	 	Name:  
	 	 	Title:  


 


[Signature Page to Asset Representations
Review Agreement]


 




     


     


    

 


Schedule A


 


Representations and Warranties, Review Materials
and Tests


 


	Section Reference	 	Representations and Warranty	 	Review Materials	 	Tests
		 		 		 	



 




    	 	1	 



     


    

 


EXHIBIT A


Attachment 1



REQUIRED INSURANCE COVERAGE

As Required by Article IV of the Agreement


 


Vendor, shall at its
own expense provide and maintain throughout the performance of Services, the following insurance coverages and limits:


 


Employer’s Liability
Insurance/Workers’ Compensation Insurance, including coverage for occupational injury, illness and disease, and other similar
social insurance as prescribed by the law of the state in which the Services are to be performed with minimum limits per employee
and per event of $1,000,000 USD or the minimum limits required by law, whichever limits are greater;


 


Commercial General
liability Insurance, including Products, Completed Operations, Premises Operations, Personal and Advertising Injury, Contractual
and Broad Form Property Damage liability coverages, on an occurrence basis, with a minimum combined single limit of $1,000,000
per occurrence and $2,000,000 in the aggregate;


 


Automotive Liability
Insurance covering use of all owned (if any), non-owned and hired automobiles for bodily injury, property damage, uninsured motorist
and underinsured motorist liability with a minimum combined single limit per accident of $1,000,000 USD or the minimum limit required
by law, whichever limit is greater;


 


Comprehensive Crime,
Employee Dishonesty and Computer Theft coverage, for loss arising out of or in connection with any fraudulent or dishonest acts
committed by the employees of Vendor, acting alone or in collusion with others, including the property and funds of others in their
possession, care, custody or control, and such policy extends to Company’s property in the event of any theft of Company
money or property, or money or property of others for which Company is responsible and in the possession of Vendor, with a minimum
limit per event of not less than $1,000,000 USD;


 


Professional Errors
& Omission insurance covering the activities of Vendor, with coverage limits of not less than Five Million Dollars per claim
or per occurrence/Five Million Dollars aggregate ($5,000,000/$5,000,000). Policy may be placed either on an “occurrence”
basis with full prior acts coverage for claims arising out of services rendered on a “claims made” basis, providing
coverage for claims arising out of services rendered without any limitations for prior acts, and which may provide a one (1) year
tail or grace period for claims made after the expiration date of the policy.


 


If Vendor will have
access to IT systems or Personal or Synchrony Personal Data, Privacy Liability and Network Risk Insurance covering the activities
of the contractor, including loss of, mishandling of or failure to prevent unauthorized access to, or use of, systems or data,
including data containing private or confidential information of Company or others for which Company is responsible, with coverage
limits of not less than $10,000,000 in the aggregate. Policy may be placed either on an “occurrence” basis with full
prior acts coverage for claims arising out of services rendered on a “claims made” basis, providing coverage for claims
arising out of services rendered without any limitations for prior acts, and which may provide a one (1) year tail or grace period
for claims made after the expiration date of the policy.


 




     


     


    

 


Umbrella Liability
Insurance with a minimum limit of $5,000,000 USD in excess of the insurance coverage described in, Section 13.05 (b) and
(c) above;


 


Vendor will add Company
as an additional insured to the insurance policies noted in this section of the agreement with the exception of errors and omissions,
workers compensation insurance and Crime Insurance , and provide Company at least thirty (30) days’ prior written notice
prior to lapse or termination of any of the above insurance coverages. Upon Company’s request, Vendor shall provide Company
with a certificate of insurance certifying that minimum insurance coverages as required above are in effect. Vendor shall notify
Company promptly of any modification, cancellation or lapse of any insurance coverage required by this Attachment 1 to the
Agreement.


 


Insurance companies
affording coverage hereunder must have an A-VII or better rating, as rated in the A.M. Best Key Rating Guide for Property and Casualty
Insurance Companies. If during the term of this Agreement an Vendor insurer fails to meet or exceed such rating, Vendor will place
such coverage with an insurer with such rating as soon as commercially reasonable. Vendor will require that its Subcontractors
maintain adequate levels of insurance coverage, with limits commensurate with the nature and extent of the services being performed
by such Subcontractor.


 


All insurance maintained
by Vendor in compliance with this Agreement, shall be primary to any other insurance owned, secured or placed on behalf of Company,
which insurance shall not be called upon by Vendor’s insurer to contribute in any way. Vendor shall secure endorsements to
this effect from all insurers of such policies.


 




    	 	2	



     


    

 


Attachment 2






FORM OF INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT, dated as of [_____], 20[__], is between Synchrony Card Funding, LLC and [__________________].


 


In consideration of
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I. DEFINITIONS


 


Section 1.1           Certain
Defined Terms. The following terms shall have the meanings set forth below, unless the context clearly indicates otherwise:


 


“Agreement” means this
Indemnification Agreement, as the same may be amended in accordance with the terms hereof.


 


“Asset Representations Review Agreement”
means the Asset Representations Review Agreement, dated [___________], [____], among Synchrony Bank, individually, as Seller and
as Servicer, Synchrony Card Funding, LLC, as Transferor, Synchrony Card Issuance Trust, as Issuer, and [__________________], as
Asset Representations Reviewer, as such agreement may be amended, restated, amended and restated, supplemented, replaced or otherwise
modified from time to time.


 


“Depositor” means Synchrony
Card Funding, LLC, a limited liability company organized under the laws of the State of Delaware.


 


“Offered Notes” means
the [Class] [___] SynchronySeries Notes referred to as offered notes by the Prospectus.


 


“Person” means any individual,
corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity,
any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


 


“Prospectus” means the
prospectus, dated [_____], 20[__], relating to the offering of the Offered Notes.


 


“Securities Act” means
the provisions of the Securities Act of 1933, 15 U.S.C. Sections 77a et seq., and any regulations promulgated thereunder,
as may be amended or modified from time to time.


 


“Securities Exchange Act”
means the provisions of the Securities Exchange Act of 1934 15 U.S.C. Sections 78a et seq., and any regulations promulgated
thereunder, as may be amended or modified from time to time.


 




    	 	 1	Form of Indemnification Agreement



     


    

 


“Vendor” means [__________________],
Delaware limited liability company.


 


“Vendor Information”
means the information attached hereto as Exhibit A.


 


ARTICLE II. REPRESENTATIONS
AND WARRANTIES


 


Section 2.1           Each
party hereto represents and warrants that:


 


(a)          it
has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;


 


(b)          this
Agreement has been duly authorized, executed and delivered by such party; and


 


(c)          assuming
the due authorization, execution and delivery by each other party hereto, this Agreement constitutes the legal, valid and binding
obligation of such party.


 


Section 2.2           Vendor
represents and warrants to the Depositor that as of the date of the Prospectus, there are no material pending legal or other proceedings
involving Vendor or of which any property of Vendor is the subject that, individually or in the aggregate as to the Vendor, would
have a material adverse impact on investors in the Offered Notes. As promptly as possible following notice to or discovery by Vendor
of any event or circumstance that would make the representation and warranty in the previous sentence untrue, Vendor shall provide
the Depositor notice of such event or circumstance.


 


ARTICLE III. INDEMNIFICATION


 


Section 3.1           Indemnification.
Vendor agrees to indemnify and hold harmless the Depositor and its officers, directors, shareholders, employees, agents and each
Person, if any, who controls the Depositor within the meaning of either Section 15 of the Securities Act or Section
20 of the Securities Exchange Act from and against, any and all claims, losses, liabilities, actions, suits, judgments, demands,
damages, costs or expenses (including reasonable fees and expenses of attorneys) of any nature resulting from or directly related
to (i) any untrue statement of a material fact contained in the Vendor Information, (ii) any omission to state therein a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they
were made, not misleading or (iii) a breach of any of the representations and warranties of Vendor contained in Section 2.2
of this Agreement, in each case solely to the extent such claims, losses, liabilities, actions, suits, judgments, demands, damages,
costs or expenses are not incurred as a result of the Depositor’s misfeasance, bad faith, fraud or negligence. In no event
shall Vendor be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including,
but not limited to, loss of profit) irrespective of whether Vendor has been advised of the likelihood of such loss or damage and
regardless of the form of action.


 




    	 	 2	Form of Indemnification Agreement



     


    

 


Section 3.2           Notification;
Procedural Matters. Promptly after receipt by any indemnified party under Section 3.1 of notice of any claim or the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying
party under Section 3.1, notify the indemnifying party in writing of the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under
Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided further,
however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified
party otherwise than under Section 3.1. In case any such action is brought against any indemnified party and it notifies
the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the
extent that, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified
party, the indemnifying party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to
such indemnified party; provided, however, that if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party or parties shall reasonably have concluded that there may be legal
defenses available to it or them and/or other indemnified parties that are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt
of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval
by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party under this paragraph
for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, unless
(i) the indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal
defenses in accordance with the proviso to the immediately preceding sentence, (ii) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice
of commencement of the action or (iii) the indemnifying party shall have authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party. No party shall be liable for contribution with respect to any action or claim
settled without its consent, which consent shall not be unreasonably withheld. In no event shall the indemnifying party be liable
for the fees and expenses of more than one counsel (in addition to any local counsel) representing an indemnified party separate
from its own counsel for all indemnified parties in connection with any one action or separate but similar or related actions
in the same jurisdiction arising out of the same general allegations or circumstances.         


 


ARTICLE IV. GENERAL


 


Section 4.1           Successors.
This Agreement shall inure to the benefit of and be binding upon the parties hereto, their affiliates and their respective successors
and assigns and the officers, directors, partners and controlling Persons referred to in Article III hereof and their respective
successors and assigns, and no other Person shall have any right or obligation hereunder.


 


Section 4.2           Applicable
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving
effect to principles of conflict of laws.


 




    	 	 3	Form of Indemnification Agreement



     


    

 


Section 4.3           Acknowledgement.
Vendor hereby acknowledges and agrees that the Vendor Information shall be used in the Prospectus.


 


Section 4.4           Miscellaneous.
Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by a writing signed by the party
against which enforcement of such change, waiver, discharge or termination is sought. This Agreement may be signed in any number
of counterparts, each of which shall be deemed an original, which taken together shall constitute one and the same instrument.


 


Section 4.5           Notices.
All communications hereunder shall be in writing and shall be deemed to have been duly given when delivered to (a) in the case
of the Depositor, Synchrony Card Funding, LLC, [______], Attention: [______]; and (b) in the case of Vendor, [__________________],
[______], Attention: [_______]; or, in each case, to such other address as to which the applicable party has notified the other
parties in writing pursuant to this Section.


 


Section 4.6           Waiver
of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW)
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE
SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.


 


Section 4.7           Submission
to Jurisdiction; Waivers. Each of the parties hereto hereby irrevocably and unconditionally:


 


(a)          SUBMITS
FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF
ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE, THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF; AND


 


(b)          CONSENTS
THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING
WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME.


 


* * * * *


 




    	 	 4	Form of Indemnification Agreement



     


    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement by their duly authorized officers as of the date first above written.





 





	 	SYNCHRONY CARD FUNDING, LLC 
	 	 	 
	 	By:  	
	 	Name:	  
	 	Title:	  
	 	 	 
	 	[_____	_________________]
	 	 	 
	 	By:	 
	 	 	Name:	                  
	 	 	Title:	 







 


 




    	 	 5	Form of Indemnification Agreement



     


    

 


Exhibit A


 


VENDOR INFORMATION


 


Item 1109(b)(1)-(2)


 


Item 1117: See
Representation 2.2 of this Indemnification Agreement.


 


Item 1119: The
following is a description of Vendor’s affiliation, if any, with any of the following persons, in each case, to the extent
that the identity of such persons has been identified to Vendor: the sponsor, the depositor, the issuing entity, each servicer,
each trustee and each person hired by Synchrony Bank or an underwriter to perform due diligence on the Receivables, any originator,
any significant obligor, any enhancement or support provider, any underwriter, or any other material transaction party.


 




    	 	 6	Form of Indemnification Agreement