Exhibit 4.9


 


AMENDED AND RESTATED RECEIVABLES SALE
AGREEMENT


 


between


 


SYNCHRONY BANK,


 


Seller,


 


and


 


SYNCHRONY CARD FUNDING, LLC


 


Buyer


 


Dated as of May 1, 2018


 




     

     


    

 


	ARTICLE I	DEFINITIONS	1
	 	 	 
	Section 1.1	Definitions	1
	 	 	 
	ARTICLE II	SALES and contributions	6
	 	 	 
	Section 2.1	Sales and Contributions	6
	 	 	 
	Section 2.2	Acceptance by Buyer	7
	 	 	 
	Section 2.3	Grant of Security Interest	8
	 	 	 
	Section 2.4	Purchase Price	8
	 	 	 
	Section 2.5	Adjustments	8
	 	 	 
	Section 2.6	Addition of Accounts	9
	 	 	 
	Section 2.7	Removal of Accounts	9
	 	 	 
	Section 2.8	Additional Sellers	10
	 	 	 
	Section 2.9	Additional Originators	10
	 	 	 
	ARTICLE III	CONDITIONS PRECEDENT	11
	 	 	 
	Section 3.1	Conditions to all Transfers	11
	 	 	 
	ARTICLE IV	OTHER MATTERS RELATING TO SELLER	11
	 	 	 
	Section 4.1	Merger or Consolidation of, or Assumption of the Obligations of, Seller, etc	11
	 	 	 
	ARTICLE V	insolvency EVENTS	12
	 	 	 
	Section 5.1	Rights upon the Occurrence of an Insolvency Event	12
	 	 	 
	ARTICLE VI	REPRESENTATIONS, WARRANTIES AND COVENANTS	13
	 	 	 
	Section 6.1	Representations and Warranties of Seller	13
	 	 	 
	Section 6.2	Affirmative Covenants of Seller	16
	 	 	 
	Section 6.3	Negative Covenants of Seller	17
	 	 	 
	Section 6.4	Compliance with the FDIC Rule	18
	 	 	 
	ARTICLE VII	MISCELLANEOUS	19
	 	 	 
	Section 7.1	Notices	19
	 	 	 
	Section 7.2	No Waiver; Remedies	20
	 	 	 
	Section 7.3	Successors and Assigns	20
	 	 	 
	Section 7.4	Termination	20
	 	 	 
	Section 7.5	Survival	20
	 	 	 
	Section 7.6	Complete Agreement; Modification of Agreement	21
	 	 	 
	Section 7.7	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	21


 




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	Section 7.8	Counterparts	22
	 	 	 
	Section 7.9	Severability	22
	 	 	 
	Section 7.10	Section Titles	22
	 	 	 
	Section 7.11	No Setoff	22
	 	 	 
	Section 7.12	Confidentiality	22
	 	 	 
	Section 7.13	Further Assurances	23
	 	 	 
	Section 7.14	Relationship of Parties	23
	 	 	 
	Section 7.15	No Indirect or Consequential Damages	23
	 	 	 
	Section 7.16	Dispute Resolution	24
	 	 	 
	Section 7.17	Relationship of Parties	26
	 	 	 
	Section 7.18	No Petition	26
	 	 	 
	Section 7.19	Effectiveness	26
	 	 	 
	SCHEDULES	 	 
	 	 	 
	SCHEDULE 1	List of Accounts	 
	 	 	 
	SCHEDULE 6.1(a)	Seller’s UCC Information	 
	 	 	 
	EXHIBITS	 	 
	 	 	 
	EXHIBIT A	Form of Assignment of Transferred Receivables in Additional Accounts	 
	 	 	 
	EXHIBIT B	Form of Reassignment of Transferred Receivables in Removed Accounts	 


 




    	 	ii	 



     


    

 


AMENDED AND RESTATED
RECEIVABLES SALE AGREEMENT, dated as of May 1, 2018 (this “Agreement”), between SYNCHRONY BANK, a federal savings
association organized under the laws of the United States, (the “Bank”) and SYNCHRONY CARD FUNDING, LLC, a limited
liability company organized under the laws of the State of Delaware, as Buyer (“Buyer”).


 


WHEREAS, the Bank,
as Seller, and Buyer are parties to that certain Receivables Sale Agreement, dated as of November 30, 2017 (as amended prior to
the date hereof, the “Original Receivables Sale Agreement”); and


 


WHEREAS, the Bank,
as Seller, and Buyer desire to amend and restate the Original Receivables Sale Agreement in the form of this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements hereinafter contained, and for other 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           Definitions.


 


(a)          All
terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.


 


(b)          Initially
capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in (or by reference in) the
Amended and Restated Master Indenture, dated as of May 1, 2018 (the “Indenture”), between Synchrony Card Issuance
Trust and The Bank of New York Mellon, as Indenture Trustee. This Agreement shall be interpreted in accordance with the conventions
set forth in subsections 1.01(a) through (g) of the Indenture. Whenever used in this Agreement, the following words and phrases
shall have the following meanings, and the definitions of such terms and phrases and any definitions incorporated herein are applicable
to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and the neuter genders
of such terms:


 


“Account”
means an “Account” (as defined in the Indenture); it being understood that any credit accounts all of the Receivables
in which are either reassigned or assigned to Transferor or its designee in accordance with the Transfer Agreement shall remain
“Accounts” for purposes of this Agreement unless all of the Receivables in such Accounts are also reassigned or assigned
to the related Seller or its designee in accordance with this Agreement.


 


“Addition
Cut-Off Date” means, as to any Additional Account, the date specified in the related Assignment.


 




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“Addition
Date” means, as to any Additional Account, the date as of which Receivables outstanding in such Additional Account are
first sold or contributed to Buyer, as specified in the related Assignment.


 


“Addition
Representation Date” means, as to any Additional Account, the date specified in the related Assignment; provided,
that such Addition Representation Date shall not be more than 7 Business Days prior to the Addition Cut-Off Date specified in the
related Assignment; provided, further, that the Addition Representation Date with respect to any Assignment executed
prior to the Amendment and Restatement Effective Date shall mean the Addition Cut-Off Date specified in the related Assignment.


 


“Additional
Accounts” is defined in Section 2.6(a).


 


“Amendment
and Restatement Effective Date” means May 1, 2018.


 


“Agreement”
is defined in the preamble.


 


“Agreement
Termination Date” is defined in Section 7.4.


 


“Assignment”
is defined in Section 2.6(b).


 


“Buyer”
is defined in the preamble.


 


“Conveyance
Date” means a date on which Buyer acquires Transferred Receivables from Seller pursuant to Section 2.1 or any
Assignment.


 


“Debtor Relief
Laws” means Title 11 of the United States Code, the Federal Deposit Insurance Act and all other applicable liquidation,
conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, readjustment
of debt, marshalling of assets or similar debtor relief laws of the United States, any state or any foreign country from time to
time in effect, affecting the rights of creditors generally.


 


“Eligible
Account” means a credit card account that (x) in the case of any Initial Account, satisfied each of the requirements
below as of the Initial Cut-Off Date and (y) in the case of any Additional Account, satisfies each of the requirements below as
of the applicable Addition Representation Date:


 


(a)          the
account is established or acquired by an Originator;


 


(b)          the
Originator’s electronic records related to the account do not indicate that the account has been cancelled;


 


(c)          the
Originator’s electronic records related to the account indicate that the account is payable in United States dollars;


 


(d)          the
Originator’s electronic records related to the account do not indicate that the account is a closed-end account;


 




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(e)          except
as provided below, the account has not been identified on the Originator’s electronic records related to the account as an
account (i) the credit cards for which have been reported to Originator as lost or stolen or (ii) the Obligor of which is the subject
of a bankruptcy proceeding;


 


(f)          none
of the Receivables in the account have been identified by the electronic records of Originator as having been sold, pledged, assigned
or otherwise conveyed to any Person other than Buyer, Issuer or Indenture Trustee, unless any such pledge or assignment is released
on or before the Initial Transfer Date or the Addition Date, as applicable;


 


(g)          except
as provided below, none of the Receivables in the account are Charged-Off Receivables or have been identified by the electronic
records of Originator as having been incurred as a result of fraudulent use;


 


(h)          according
to the electronic records of Originator, the account has an Obligor who has provided as his or her most recent billing address,
an address located in the United States (or a territory thereof) or a United States military address; and


 


(i)          none
of the Receivables in the account is listed on Originator’s electronic records as an obligation of the United States, any
state or agency or instrumentality or political subdivision thereof.


 


Notwithstanding the foregoing, Eligible
Accounts may include accounts, the receivables in which have been written off as uncollectible, or as to which Originator believes
the related Obligor is bankrupt and certain receivables that have been identified by the Obligor as having been incurred as a result
of fraudulent use of credit cards or any credit cards have been reported to Originator as lost or stolen, so long as (1) the balance
of all receivables included in such accounts is reflected on the books and records of Originator (and is treated for purposes of
the Related Documents) as “zero” and (2) charging privileges with respect to all such accounts have been canceled and
are not reinstated.


 


“Eligible
Receivable” means a Receivable:


 


(a)          that
has arisen under an Eligible Account;


 


(b)          that
complied at the time it was originated with all Requirements of Law applicable to Originator the failure to comply with which would
have a material adverse effect on Buyer or any of its creditors;


 


(c)          the
terms of the Receivable do not limit the right of the owner of the Receivable to sell and assign the Receivable;


 


(d)          that
at the time of transfer to Buyer is the legal and binding payment obligation of the Obligor thereof, legally enforceable in all
material respects against such Obligor in accordance with its terms, except as enforceability may be limited by applicable Debtor
Relief Laws, and by general principles of equity (whether considered in a suit at law or in equity) and the Servicemembers Civil
Relief Act;


 




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(e)          that
constitutes an “account” or “general intangible” within the meaning of UCC Section 9-102; and


 


(f)          that,
at the time of its transfer to Buyer, the Originator’s electronic records do not reflect any right of rescission, setoff,
counterclaim or any other defense of the Obligor (including the defense of usury), other than defenses arising out of Debtor Relief
Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or equity)
or as to which Seller makes an adjustment pursuant to Section 2.5.


 


“Flagged Account”
is defined in Section 2.1(b).


 


“Inactive
Account” is defined in Section 2.7(c).


 


“Ineligible
Receivable” is defined in Section 6.1(c).


 


“Initial Cut-Off
Date” means, with respect to each Initial Account, the date specified in the related Account Schedule as the cut-off
date for such Initial Account.


 





“Interchange
Accrual Rate” means, with respect to each credit card program relating to the Accounts and any Monthly Period, the result
(expressed as a percentage) of (a) the total amount of Interchange for the second preceding Monthly Period arising from such credit
card program divided by (b) the aggregate amount of cardholder charges for goods and services for all credit card accounts
in such credit card program during the second preceding Monthly Period.


 


“Interchange
Amount” means, for any credit card program relating to the Accounts and each Date of Processing, the amount determined
pursuant to Section 2.1(d) or such other amount determined by the Originator, in its sole discretion, to be reasonably representative
of the amount of Interchange that is generated by the Receivables arising in the Accounts of such Originator. The Originator may,
with notice to Transferor and Servicer, from time to time modify the methodology for determining the Interchange Amount to more
closely approximate the actual Interchange relating to the Transferred Receivables. Unless modified in accordance with the preceding
sentence, Bank, as Originator, will use the methodology described in Section 2.1(d) to calculate the Interchange Amount.


 


“Intercompany
Note” means an intercompany line of credit evidencing borrowings made by Buyer from Seller.


 


“Involuntary
Removal” is defined in Section 2.7(b).


 


“Originator”
means Seller or any other originator so designated pursuant to Section 2.9.


 


“Purchase
Price” is defined in Section 2.4(a).


 


“Reassignment”
is defined in Section 2.7(a).


 




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“Removed Accounts”
is defined in Section 2.7(a).


 


“Removal Cut-Off
Date” means the date as of which any credit card accounts are designated to be removed as Accounts, as specified in the
related Reassignment.


 


“Removal Date”
is defined in Section 2.7(a).


 


“Requesting
Party” means (i) any Person requesting that Seller repurchase a Transferred Receivable as a result of a breach of a representation
or warranty of Seller set forth in this Agreement or (ii) any Verified Note Owner.


 


“Seller”
means Synchrony Bank or any additional Person designated as a “Seller” in accordance with Section 2.8.


 


“Transferred
Assets” is defined in Section 2.1(a).


 


“Transferred
Receivable” means any Receivable purchased by Buyer from Seller pursuant to this Agreement or any Assignment, including
Principal Receivables and Finance Charge Receivables that exist at the time of purchase of any Principal Receivables in the same
Account or that arise in an Account after the date of purchase of Principal Receivables in the Account. However, Receivables that
are repurchased by Seller pursuant to this Agreement or purchased by Servicer pursuant to the Servicing Agreement shall cease to
be considered “Transferred Receivables” from the date of such purchase.


 




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ARTICLE
II



SALES and contributions


 


Section 2.1           Sales
and Contributions. (a) By execution of this Agreement, Seller does hereby transfer, assign, set over and otherwise convey to
Buyer, without recourse except as provided herein, all its right, title and interest in, to and under: (i) the Receivables existing
at the opening of business on the Initial Cut-Off Date, and thereafter created from time to time in the Initial Accounts until
the Agreement Termination Date, and the Receivables existing on the Addition Cut-Off Date as designated pursuant to the related
Assignment, and thereafter created from time to time in each Additional Account until the Agreement Termination Date, together
with the Related Security and Collections with respect thereto and related Recoveries, in each case together with all monies due
or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto, (ii) without
limiting the generality of the foregoing or the following, all of Seller’s rights to receive payments from any Program Partner
on account of in-store payments and any other amounts received by such Program Partner in payment of Receivables, (iii) the Interchange
Amounts for all credit card programs relating to the Accounts on each Date of Processing and (iv) all proceeds of all of the foregoing
(collectively, the “Transferred Assets”). The foregoing does not constitute and is not intended to result in
the creation or assumption by Buyer of any obligation of Originator, Seller or any other Person in connection with the Accounts
or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant
banks, Program Partners, clearance systems or insurers. The foregoing conveyances shall be effective (x) on the Initial Transfer
Date, with respect to all Transferred Assets arising in the Initial Accounts and existing on the Initial Cut-Off Date or arising
in the Initial Accounts on or prior to the Initial Transfer Date, (y) on the applicable Addition Date, with respect to Transferred
Assets arising in Additional Accounts and existing on the applicable Addition Cut-Off Date or arising in the Additional Accounts
on or prior to the applicable Addition Date or (z) with respect to any other Transferred Assets, instantaneously upon the creation
of each Transferred Asset.


 


(b)          Seller
agrees, at its own expense, (i) on or prior to (x) the Initial Transfer Date, in the case of the Initial Accounts, (y) the applicable
Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate,
or cause to be indicated, in the appropriate electronic records that Receivables created (or reassigned, in the case of Removed
Accounts) in connection with the Accounts have been conveyed to Buyer pursuant to this Agreement (or conveyed to Seller or its
designee in accordance with Section 2.7, in the case of Removed Accounts) by including, or causing to be included, in such
electronic records a code so identifying each such Account (or, in the case of Removed Accounts, deleting, or causing to be deleted,
such code thereafter) and (ii) on or prior to the date referred to in clauses (i)(x), (y) or (z), as applicable,
to deliver to Buyer an Account Schedule. The initial such Account Schedule, as supplemented from time to time to reflect Additional
Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made
a part of this Agreement. Once the code referenced in clause (i) of this paragraph has been included with respect to any
Account, Seller further agrees not to permit such code to be altered during the remaining term of this Agreement unless and until
(x) such Account becomes a Removed Account, or (y) Seller shall have delivered to Buyer prior written notice of its intention to
do so and has taken such action as is necessary or advisable to cause the interest of Buyer in the Transferred Receivables to continue
to be perfected with the priority required by this Agreement. At any time that the code referenced in clause (i) is included
with respect to any account, such account shall be a “Flagged Account.”


 




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(c)          On
or prior to the Initial Transfer Date, Seller agrees to record and file, at its own expense, financing statements (and continuation
statements when applicable) with respect to the Transferred Assets conveyed by Seller existing on the Initial Cut-Off Date and
thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to
perfect, and maintain the perfection of, the transfer and assignment of its interest in such Transferred Assets to Buyer, and to
deliver a file stamped copy of each such financing statement or other evidence of such filing (which may, for purposes of this
Section 2.1 consist of telephone confirmation of such filing promptly followed by delivery to Buyer of a file-stamped copy)
as soon as practicable after the Initial Transfer Date, and (if any additional filing is so necessary) as soon as practicable after
the applicable Addition Date, in the case of Transferred Assets arising in Additional Accounts. Buyer shall be under no obligation
whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such
transfer and assignment.


 


(d)          Unless
the methodology for calculating the Interchange Amount is otherwise modified by the Originator, in accordance with the definition
of Interchange Amount, the Originator will use the methodology described in this Section 2.1(d) to calculate the Interchange
Amount for the Accounts in each credit card program for each Date of Processing. Prior to the first day of each Monthly Period,
the Originator will calculate the Interchange Accrual Rate for each credit card program relating to the Accounts for such Monthly
Period. The Interchange Amount for the Accounts in each credit card program for any Date of Processing will be equal to the product
of (i) the Principal Receivables originated in the Accounts in such credit card program on such Date of Processing, multiplied
by (ii) the Interchange Accrual Rate for such credit card program and the related Monthly Period. Interchange Amounts shall
be treated as Finance Charge Collections and deposited to the Collection Account in accordance with the Indenture as if such Interchange
Amounts were Collections of Finance Charge Receivables.


 


Section 2.2           Acceptance
by Buyer.


 


(a)          Buyer
hereby acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter created, conveyed
to Buyer pursuant to Section 2.1. Buyer shall maintain a copy of Schedule 1, as delivered to it from time to time.


 


(b)          Buyer
hereby agrees not to disclose to any Person any account numbers or other information contained in the Account Schedule, except
(i) to Servicer, any Sub-Servicer or as required by a Requirement of Law applicable to Buyer, (ii) in connection with the performance
of Buyer’s duties hereunder, (iii) to Indenture Trustee in connection with Indenture Trustee’s duties, (iv) to bona
fide creditors or potential creditors of Servicer or Seller for the limited purpose of enabling any such creditor to identify Transferred
Receivables or Accounts subject to this Agreement or (v) to the Issuer. Buyer agrees to take such measures as shall be reasonably
requested by Seller to protect and maintain the security and confidentiality of such information and, in connection therewith,
shall allow Seller or its duly authorized representatives to inspect Buyer’s security and confidentiality arrangements from
time to time during normal business hours upon prior written notice. Buyer shall promptly notify Seller of any request received
by Buyer to disclose information of the type described in this Section 2.2(b), which notice shall in any event be provided
no later than five (5) Business Days prior to disclosure of any such information unless Buyer is compelled pursuant to a Requirement
of Law to disclose such information prior to the date that is five (5) Business Days after the giving of such notice.


 




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Section 2.3           Grant
of Security Interest. The parties hereto intend that each transfer of the Transferred Assets shall constitute a sale or contribution
by Seller to Buyer and not a loan by Buyer to Seller secured by the Transferred Assets. Notwithstanding anything to the contrary
set forth in this Section 2.3, if a court of competent jurisdiction determines that any transaction provided for herein
constitutes a loan and not a sale or contribution, then the parties hereto intend that this Agreement shall, and hereby does, constitute
a security agreement under applicable law and that Seller shall be deemed to have granted, and Seller hereby grants, to Buyer a
first priority lien and security interest in and to all of Seller’s right, title and interest in, to and under the Transferred
Assets, subject only to Permitted Encumbrances.


 


Section 2.4           Purchase
Price. (a) The purchase price for the Transferred Receivables and the other Transferred Assets related thereto shall equal
the fair market value of such Transferred Receivables and Transferred Assets as agreed upon by Buyer and Seller prior to such sale
(such amount for any Transferred Assets, the “Purchase Price”).


 


(b)          The
Purchase Price for any Transferred Assets sold by Seller shall be payable in full in cash on each Conveyance Date or less frequently
if so agreed between Buyer and Seller. Seller may in its discretion contribute Receivables on any Business Day and the Purchase
Price for any Transferred Assets contributed by Seller shall be deemed to be a capital contribution from Seller to Buyer. On each
such Conveyance Date or other date set by the parties for payment, Buyer shall, upon satisfaction of the applicable conditions
set forth in Article III, make available to Seller the Purchase Price for the applicable Transferred Assets in same day
funds to the extent the Purchase Price is not contributed pursuant to the immediately preceding sentence. To the extent the Purchase
Price of Receivables on any Conveyance Date is not contributed to Buyer’s capital, then in the Buyer’s sole discretion,
all or a portion of the Purchase Price for Receivables on such Conveyance Date may be deemed to be a borrowing by Buyer under the
Intercompany Note; provided that no borrowing may be made under the Intercompany Note if, after giving effect to such borrowing,
the likelihood of repayment of the Intercompany Note would be considered to be lower than investment grade as reasonably determined
by the Buyer.


 


Section 2.5           Adjustments.
If on any day the outstanding amount of any Principal Receivable is reduced because of a rebate, refund, unauthorized charge or
billing error to an accountholder, or because such Principal Receivable was created in respect of merchandise which was refused
or returned by an accountholder, or if the outstanding amount of any Principal Receivable is otherwise reduced other than on account
of Collections thereof or such amount being charged-off as uncollectible, then, Seller shall compensate Buyer for such reduction
in the outstanding amount of such Principal Receivable as provided below. Any adjustment required pursuant to the preceding sentence
shall be made not later than the second Business Day after the Date of Processing for the event giving rise to such adjustment
or less frequently if so agreed between Buyer and Seller. The amount of each such reduction shall be deducted from the amount of
the Purchase Price payable by Buyer to Seller on the Conveyance Date that coincides with or next follows the date of the adjustment,
and Seller shall pay Buyer on that Conveyance Date any excess of the aggregate amount of such reductions over the aggregate Purchase
Price otherwise payable on that Conveyance Date. Notwithstanding the foregoing, on any Conveyance Date the aggregate amount of
such reductions shall be paid gross by Seller to Buyer, without netting against the Purchase Price, to the extent that Buyer informs
Seller that Buyer requires funds to make payments on account of such reductions under any of the Related Documents.


 




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Section 2.6           Addition
of Accounts.


 


(a)          Additional
Accounts. From time to time, Seller may (and, if requested by Buyer, shall) designate additional Eligible Accounts (“Additional
Accounts”) to be included as Accounts. Seller’s failure to designate Additional Accounts on Buyer’s request
will not be deemed a breach of this Agreement if Seller does not have Eligible Accounts reasonably available for this purpose.


 


(b)          Conditions
for Additions of Additional Accounts. Any sale or contribution of Receivables from Additional Accounts under subsection
2.6(a) shall occur only upon satisfaction of the following conditions (to the extent provided below):


 


(i)          on
or before the Addition Date, Seller shall have delivered to Buyer, a written assignment in substantially the form of Exhibit A
(the “Assignment”), and Seller shall indicate in its electronic records that the Receivables created in connection
with the Additional Accounts have been transferred to Buyer; and


 


(ii)         Buyer
shall have determined that all requirements relating to the designation of such Additional Accounts imposed by Buyer under the
Transfer Agreement have been satisfied.


 


Section 2.7           Removal
of Accounts.


 


(a)          From
time to time, Seller may request (which request Buyer may deny, except in the case of Involuntary Removals effected pursuant to
Section 2.7(b)) the reassignment to it or its designee of all Buyer’s right, title and interest in, to and under the
Transferred Receivables then existing and thereafter created in one or more Accounts (the “Removed Accounts”),
together with the Related Security and Collections with respect thereto and Recoveries allocated to Buyer as provided herein, in
each case together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance
Proceeds relating thereto. Any such reassignment shall be subject to the satisfaction of the following conditions:


 


(i)          on
or before the day immediately preceding the Removal Date, Seller shall have given Buyer and the Rating Agencies written notice
of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”);


 


(ii)         except
in the case of any Involuntary Removal, Buyer shall have delivered its written consent for such removal to Seller;


 


(iii)        on
or prior to the Removal Date, Seller shall have delivered to Buyer an Account Schedule listing the Removed Accounts; and


 




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(iv)        except
in the case of any Involuntary Removal, Seller shall have delivered to Buyer an Officer’s Certificate, dated as of the Removal
Date, to the effect that no selection procedure believed by Seller to be materially adverse to the interest of Buyer or any of
its creditors has been used in removing Removed Accounts from among any pool of Accounts of a similar type.


 


Upon satisfaction of
the above conditions (and subject to Buyer’s agreement, except in the case of Involuntary Removals, and receipt by Buyer
of the reassignment price agreed upon between Buyer and Seller), Buyer shall execute and deliver to Seller or its designee a written
reassignment in substantially the form of Exhibit B (the “Reassignment”) and shall, without further action,
be deemed to transfer, assign, set over and otherwise convey to Seller or its designee, effective as of the Removal Date, without
recourse, representation or warranty, all the right, title and interest of Buyer in and to the Transferred Receivables arising
in the Removed Accounts, the Related Security and Collections with respect thereto, together with all monies due or to become due
and all amounts received or receivables with respect thereto and Insurance Proceeds relating thereto and all proceeds of the foregoing.
In addition, Buyer shall execute such other documents and instruments of transfer or assignment and take such other actions as
shall reasonably be requested by Seller to effect the conveyance of Transferred Receivables pursuant to this Section 2.7(a).


 


(b)          Seller
shall from time to time designate as Removed Accounts any Accounts designated for purchase by a Program Partner pursuant to the
terms of the related Credit Card Program Agreement (each, an “Involuntary Removal”). Any repurchase of the Transferred
Receivables in Removed Accounts designated pursuant to this Section 2.7(b) shall be effected at a purchase price equal to
the fair value of such Transferred Receivables as of the Removal Date as agreed upon by Buyer and Seller prior to such sale.


 


(c)          Seller
may from time to time, at its option, by notice to Buyer, designate as a Removed Account any Account (each, an “Inactive
Account”) that has had a zero balance and on which no charges have been made, in each case for at least the preceding
12 months. On or prior to the Removal Date for any Inactive Accounts, Seller shall have delivered to Buyer an Account Schedule
listing the Inactive Accounts that are to become Removed Accounts.


 


Section 2.8           Additional
Sellers. Seller may designate additional or substitute Persons to be included as Sellers under this Agreement by an amendment
or joinder to this Agreement with the consent of Buyer and the filing of appropriate financing statements in order to evidence
the sales of Receivables by such additional Sellers under this Agreement.


 


Section 2.9           Additional
Originators. Seller may designate additional Persons as Originators under this Agreement by an amendment to this Agreement
with the consent of Buyer.


 




    	 	10	 



     


    

 


ARTICLE
III



CONDITIONS PRECEDENT


 


Section 3.1           Conditions
to all Transfers. Each sale or contribution hereunder (including the initial sale or contribution hereunder) shall be subject
to satisfaction of each of the following conditions precedent (any one or more of which may be waived by Buyer) as of the Conveyance
Date therefor:


 


(a)          this
Agreement or counterparts hereof shall have been duly executed by, and delivered to, Seller and Buyer, and, with respect to the
initial sale or contribution, Buyer shall have received such documents, instruments, agreements and legal opinions as Buyer shall
reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance reasonably satisfactory
to Buyer;


 


(b)          the
representations and warranties of Seller contained herein or in any other Related Document required to be made on such Conveyance
Date shall be true and correct in all material respects as of such Conveyance Date, both before and after giving effect to such
sale or contribution; and


 


(c)          Seller
shall be in compliance in all material respects with each of its covenants and other agreements set forth herein.


 


The consummation by Seller of the sale
or contribution, as applicable, of Transferred Assets on any Conveyance Date shall be deemed to constitute, as of any such Conveyance
Date, a representation and warranty by Seller that the conditions in clauses (b) and (c) of this Section 3.1
have been satisfied.


 


ARTICLE
IV



OTHER MATTERS RELATING TO SELLER


 


Section 4.1           Merger
or Consolidation of, or Assumption of the Obligations of, Seller, etc.


 


(a)          Seller
shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety
to any Person unless:


 


(i)          the
Person formed by such consolidation or into which Seller is merged or the Person which acquires by conveyance or transfer the properties
and assets of Seller substantially as an entirety shall be, if Seller is not the surviving entity, an entity organized and existing
under the laws of the United States or any state or the District of Columbia, and, if Seller is not the surviving entity, such
entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to Buyer, in form reasonably satisfactory
to Buyer, the performance of every covenant and obligation of Seller hereunder;


 




    	 	11	 



     


    

 


(ii)         Seller
has delivered to Buyer (A) an Officer’s Certificate stating that such consolidation, merger, conveyance or transfer and such
supplemental agreement comply with this Section 4.1 and that all conditions precedent herein provided for relating to such
transaction have been complied with, and (B) an Opinion of Counsel to the effect that such supplemental agreement is a valid and
binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally from time to time in effect and except as such enforceability may be limited by general principles
of equity (whether considered in a suit at law or in equity);


 


(iii)        if
Seller is not the surviving entity, the surviving entity shall file new UCC-1 financing statements with respect to the interest
of Buyer in the Transferred Assets, if any; and


 


(iv)        prior
written notice shall have been delivered to the Rating Agencies with respect to such merger, conveyance or transfer.


 


(b)          This
Section 4.1 shall not be construed to prohibit or in any way limit Seller’s ability to effectuate any consolidation
or merger pursuant to which Seller would be the surviving entity.


 


(c)          The
obligations of Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of Seller hereunder except
in each case in accordance with (i) the provisions of the foregoing paragraphs, (ii) Section 2.8 of this Agreement or (iii)
conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (1) for which Seller delivers an Officer’s
Certificate to Buyer indicating that Seller reasonably believes that such action will not result in a Material Adverse Effect,
(2) which meet the requirements of clause (ii) of paragraph (a) and (3) for which such purchaser, transferee, pledgee
or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to Buyer in writing in form satisfactory
to Buyer, the performance of every covenant and obligation of Seller thereby conveyed.


 


ARTICLE
V



insolvency EVENTS


 


Section 5.1           Rights
upon the Occurrence of an Insolvency Event. If an Insolvency Event occurs with respect to Seller, Seller shall on the day any
such event occurs, immediately cease to transfer Principal Receivables to Buyer and shall promptly give notice of such event to
Indenture Trustee and Buyer. Notwithstanding any cessation of the transfer to Buyer of additional Principal Receivables, Principal
Receivables transferred to Buyer prior to the occurrence of such Insolvency Event and Collections in respect of such Principal
Receivables, and Finance Charge Receivables whenever created accrued in respect of such Principal Receivables, shall continue to
be property of Buyer.


 




    	 	12	 



     


    

 


ARTICLE
VI



REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section 6.1           Representations
and Warranties of Seller.


 


(a)          To
induce Buyer to accept the Transferred Assets, Seller makes the following representations and warranties as of the Initial Transfer
Date and as of each subsequent Conveyance Date, each and all of which will survive the execution of this Agreement.


 


(i)          Representations
Relating to the Seller.


 


(A)         Valid
Existence; Power and Authority. Seller (A) is a bank duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization; (B) is duly qualified to conduct business and is in good standing in each other jurisdiction
where its ownership or lease of property or the conduct of its business requires such qualification and where the failure to be
so qualified or in good standing would have a Material Adverse Effect; and (C)  has all requisite power and authority to execute,
deliver and perform its obligations under this Agreement.


 


(B)         UCC
Information. The true legal name of Seller as registered in the jurisdiction of its organization, and the current location
of Seller’s jurisdiction of organization and the address of its chief executive office are set forth in Schedule 6.1(a),
as amended from time to time in accordance with Section 4.1 or 6.3(c). In addition, Schedule 6.1(a) lists
Seller’s (A) federal employer identification number and (B) charter number or organizational identification number as designated
by the jurisdiction of its organization, as applicable.


 


(C)         Authorization
of Transaction; No Violation. The execution, delivery and performance by Seller of this Agreement and the other Related Documents
to which Seller is a party and the creation and perfection of all Liens and ownership interests provided for herein: (A) have been
duly authorized by all necessary action on the part of Seller, and (B) do not violate any provision of any law or regulation of
any Governmental Authority, or contractual or other restrictions binding on Seller, except where such violations, individually
or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


(D)         Enforceability.
On or prior to the Initial Transfer Date, each of the Related Documents to which Seller is a party shall have been duly executed
and delivered by Seller and each such Related Document shall then constitute a legal, valid and binding obligation of Seller enforceable
against it in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws, now or
hereafter in effect, and by general principles of equity (whether considered in a suit at law or in equity).


 


(E)         Accuracy
of Certain Information. All written factual information heretofore furnished by Seller to Buyer with respect to the Transferred
Receivables for the purposes of, or in connection with, this Agreement was true and correct in all material respects on the date
as of which such information was stated or certified or as of the date most recently updated; it being understood that no breach
of this representation shall occur unless Buyer shall be materially and adversely affected by the failure of any such information
to be true and correct.


 




    	 	13	 



     


    

 


(F)         Use
of Proceeds. No proceeds received by Seller under this Agreement will be used by it for any purpose that violates Regulation
U of the Federal Reserve Board.


 


(G)         Judgment
or Tax Lien. Seller is not aware of any judgment or tax lien filing against Seller.


 


(ii)         Representations
and Warranties of Seller Regarding the Transferred Receivables. With respect to Transferred Receivables and Additional Accounts,
Seller represents and warrants that:


 


(A)         each
Transferred Receivable satisfies the criteria for an Eligible Receivable as of the applicable Conveyance Date;


 


(B)         this
Agreement creates a valid and continuing security interest in the Transferred Receivables in favor of Buyer, which (x) with respect
to Transferred Receivables existing as of the Initial Cut-Off Date and thereafter created in the Initial Accounts and the Related
Security and Collections and Recoveries with respect thereto, together with all monies due or to become due and all amounts received
or receivable with respect thereto and Insurance Proceeds relating thereto and the proceeds thereof, will be enforceable against
Seller upon execution of this Agreement and with respect to Transferred Receivables in Additional Accounts as of the applicable
Addition Date and thereafter created, and the Related Security and Collections and Recoveries with respect thereto, together with
all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto
and the proceeds thereof, will be enforceable against Seller as of the applicable Addition Date, in each case as such enforceability
may be limited by applicable Debtor Relief Laws, now or hereafter in effect, and by general principles of equity (whether considered
in a suit at law or in equity) and (y) upon filing of the financing statements described in Section 2.1 and, in the case
of Transferred Receivables thereafter created, upon the creation thereof, will be prior to all other Liens (other than Permitted
Encumbrances);


 


(C)         immediately
prior to the conveyance of the Transferred Receivables pursuant to this Agreement, Seller owns and has good and marketable title
to the Transferred Receivables free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Encumbrances);


 


(D)         all
authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be
obtained, effected or given by Seller in connection with the conveyance by Seller of the Transferred Receivables to Buyer have
been duly obtained, effected or given and are in full force and effect;


 




    	 	14	 



     


    

 


(E)         Seller
has caused on or prior to the Initial Transfer Date, or will have caused, on or prior to the applicable Addition Date, the filing
of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order
to perfect the security interest granted to Buyer under this Agreement in the Transferred Receivables arising in the Initial Accounts
and Additional Accounts, respectively; and


 


(F)         subject
to Permitted Encumbrances, other than the transfer and assignment and the security interest granted to Buyer pursuant to this Agreement,
Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables
and Seller has not authorized the filing of and is not aware of any financing statements against Seller that included a description
of collateral covering the Transferred Receivables.


 


The representations
and warranties described in this Section 6.1(a) shall survive the sale or contribution of the Transferred Assets to Buyer,
any subsequent assignment, contribution or sale of the Transferred Assets by Buyer, and the termination of this Agreement and the
other Related Documents and shall continue until the payment in full of all Transferred Assets.


 


(b)          Upon
discovery by Seller or Buyer of a breach of any of the representations and warranties by Seller set forth in Section 6.1(a),
the party discovering such breach shall give prompt written notice to the other. Seller agrees to cooperate with Buyer in attempting
to cure any such breach.


 


(c)          If
any representation or warranty of Seller contained in Section 6.1(a)(ii), is not true and correct in any material respect
as of the date specified therein with respect to any Transferred Receivable or any Account and as a result of such breach any Transferred
Receivables in the related Account become Charged-Off Receivables or Buyer’s rights in, to or under such Transferred Receivables
or the proceeds of such Transferred Receivables are impaired or such proceeds are not available for any reason to Buyer free and
clear of any Lien other than Permitted Encumbrances, unless cured within 60 days (or such longer period, not in excess of 150 days,
as may be agreed to by Buyer) after the earlier to occur of the discovery thereof by Seller or receipt by Seller or a designee
of Seller of notice thereof given by Buyer or the Indenture Trustee acting at the direction of the Majority Holders of all Series,
then such Transferred Receivable shall be designated an “Ineligible Receivable;” provided that such Transferred
Receivables will not be deemed to be Ineligible Receivables if, on any day prior to the end of such 60-day or longer period, the
relevant representation and warranty shall be true and correct in all material respects as if made on such day.


 


(d)          On
the first Conveyance Date that coincides with or falls after the date on which any Transferred Receivable is designated as an Ineligible
Receivable, Seller shall repurchase such Ineligible Receivable from Buyer as provided below. The purchase price for the Ineligible
Receivables in any Account shall equal the Purchase Price paid for such Ineligible Receivables, less any Principal Collections
received on that Receivable in the interim. On any Conveyance Date the aggregate amount of such repurchase prices then payable
may be netted against the Purchase Price then payable, unless Buyer informs Seller that Buyer requires funds to make payments on
account of the related Ineligible Receivables under any of the Related Documents, in which case such amounts shall be paid gross.


 




    	 	15	 



     


    

 


(e)          Upon
the payment, if any, required to be made to Buyer as provided in Section 6.1(d), Buyer shall automatically and without
further action be deemed to transfer, assign, set over and otherwise convey to Seller or its designee, without recourse, representation
or warranty, all the right, title and interest of Buyer in and to the applicable Transferred Receivables, all moneys due or to
become due and all amounts received with respect thereto and all proceeds thereof. Buyer shall execute such documents and instruments
of transfer or assignment and take such other actions as shall reasonably be requested by Seller to effect the conveyance of such
Transferred Receivables pursuant to this Section. The obligation of Seller to repurchase Ineligible Receivables pursuant to Section
6.1(d) shall be the sole remedy respecting any event giving rise to such obligation available to Buyer or any assignee of its
rights under this Agreement.


 


Section 6.2           Affirmative
Covenants of Seller. Seller covenants and agrees that, unless otherwise consented to by Buyer, from and after the Initial Transfer
Date and until the date after the Agreement Termination Date when the Outstanding Balance of all Transferred Receivables have been
reduced to zero:


 


(a)          Account
Allocations. If Seller is unable for any reason to transfer Transferred Receivables to Buyer in accordance with the provisions
of this Agreement (including by reason of the application of the provisions of Section 5.1 or an order by any Governmental
Authority that Seller not transfer any additional Principal Receivables to Buyer) then, in any such event: (i) Seller agrees to
allocate and pay to Buyer, after the date of such inability, all Collections with respect to Principal Receivables and all amounts
which would have constituted Collections with respect to Principal Receivables but for Seller’s inability to transfer such
Transferred Receivables (up to an aggregate amount equal to the amount of Principal Receivables held by Buyer on such date of inability);
(ii) Seller agrees that such amounts shall be deemed Collections of Transferred Receivables; and (iii) for only so long as all
Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (i)
and (ii), Principal Receivables (and all amounts which would have constituted Principal Receivables, but for Seller’s
inability to transfer Transferred Receivables to Buyer) that are charged off as uncollectible shall continue to be allocated in
accordance with the Indenture, and all amounts that would have constituted Principal Receivables, but for Seller’s inability
to transfer Transferred Receivables to Buyer, shall be deemed to be Principal Receivables for the purpose of all calculations under
the Related Documents. If Seller is unable pursuant to any Requirement of Law to allocate Collections as described above, Seller
agrees that it shall allocate collections, charge-offs and other incidents of the receivables in the Accounts between Transferred
Receivables and other receivables outstanding in the Accounts on a basis reasonably intended to approximate the actual portions
allocable to Transferred Receivables and other receivables, respectively. The parties hereto agree that Finance Charge Receivables,
whenever created, accrued in respect of Principal Receivables that have been conveyed to Buyer, or that would have been conveyed
to Buyer but for the above described inability to transfer such Receivables, shall continue to be held by Buyer notwithstanding
any cessation of the transfer of additional Principal Receivables to Buyer.


 


(b)          Notice
of Material Event. Seller shall promptly inform Buyer in writing of the occurrence of any of the following, in each case setting
forth the details thereof and what action, if any, Seller proposes to take with respect thereto:


 




    	 	16	 



     


    

 


(i)          any
Litigation commenced against Seller or with respect to or in connection with all or any substantial portion of the Transferred
Assets or developments in such Litigation, in each case, that Seller believes has a reasonable risk of being determined adversely
and having a Material Adverse Effect;


 


(ii)         the
commencement of a proceeding against Seller seeking a decree or order in respect of Seller (A) under the Federal Deposit Insurance
Act or any other applicable federal, state or foreign bankruptcy or other similar law, (B) appointing a custodian, receiver,
liquidator, assignee, trustee or sequestrator (or similar official) for Seller or for any substantial part of Seller’s assets,
or (C) ordering the winding-up or liquidation of the affairs of Seller; or


 


(iii)        Seller’s
failure to comply with any of its obligations under this Agreement.


 


(c)          Notice
of Liens. Seller shall notify Buyer promptly after becoming aware of any Lien on any Transferred Asset other than Permitted
Encumbrances.


 


(d)          Information
for Reports. Seller shall promptly deliver any material written information, documents, records or reports with respect to
the Transferred Receivables that Buyer shall reasonably request.


 


(e)          Deposit
of Collections. Seller shall transfer to Buyer or Servicer on its behalf, promptly, and in any event no later than two Business
Days after receipt thereof, all Collections it may receive in respect of Transferred Assets, including amounts received from Program
Partners on account of in-store payments through netting under the applicable Credit Card Program Agreement, if any.


 


(f)          Credit
Card Program Agreement and Policies. Seller shall comply with and perform its obligations under the Credit Card Program Agreements
and the Contracts relating to the Accounts and the Credit and Collection Policies except insofar as any failure to comply or perform
would not materially or adversely affect the rights of Buyer. Seller may change the terms and provisions of the Credit Card Program
Agreements, the Contracts or the Credit and Collection Policies (including the reduction of the required minimum monthly payment,
the calculation of the amount, or the timing, of charge offs and periodic finance charges and other fees assessed thereon), but
subject to Section 6.3(b) and only if such change is made applicable to any comparable segment of the revolving credit card
accounts owned and serviced by Seller which have characteristics the same as, or substantially similar to, the Accounts that are
the subject of such change, except as otherwise restricted by an endorsement, sponsorship or other agreement between Seller and
an unrelated third party or by the terms of the Credit Card Program Agreements.


 


Section 6.3           Negative
Covenants of Seller. Seller covenants and agrees that, without the prior written consent of Buyer, from and after the Initial
Transfer Date and until the date after the Agreement Termination Date when the Outstanding Balances of all Transferred Receivables
transferred hereunder prior to such Agreement Termination Date have been reduced to zero:


 




    	 	17	 



     


    

 


(a)          Liens.
Seller shall not create, incur, assume or permit to exist any Lien, other than Permitted Encumbrances, on or with respect to the
Transferred Assets.


 


(b)          Periodic
Finance Charges and Other Fees. Except as such reduction is otherwise required by any Requirement of Law, or as is deemed by
Seller to be necessary in order for it to maintain its credit card business, based upon Seller’s good faith assessment, in
its sole discretion, of the nature of the competition in the credit card business, Seller shall not at any time make a reduction
in the periodic finance charges assessed on any Transferred Receivable or other fees on any Account if as a result of such reduction,
Seller’s reasonable expectation of the portfolio yield for any series of notes secured, directly or indirectly, by the Transferred
Receivables as of the date of such reduction would be less than the then current base rate for that series, all as determined in
accordance with the terms of that series.


 


(c)          UCC
Matters. Seller shall not change its state of organization or incorporation or its name such that any financing statement filed
to perfect Buyer’s interests under this Agreement would become seriously misleading, unless Seller shall have given Buyer
not less than 15 days’ prior written notice of such change and shall have delivered to Buyer a revised Schedule 6.1(a),
which shall automatically amend and restate Schedule 6.1(a) hereto.


 


(d)          [Reserved].


 


(e)          Sale
Characterization. For accounting purposes, Seller shall not account for the transactions contemplated by this Agreement in
any manner other than, with respect to the sale or contribution of each Transferred Receivable, as a true sale and/or absolute
assignment of its full right, title and ownership interest in the related Transferred Assets to Buyer. Seller shall also maintain
its records and books of account in a manner which clearly reflects each such sale of the Transferred Receivables to Buyer.


 


Section 6.4           Compliance
with the FDIC Rule.


 


(a)          Each
of Buyer and Seller acknowledges and agrees that the purpose of this Section 6.4 is to comply with the provisions of the
FDIC Rule and FDIC Rule Interpretations.


 


(b)          Schedule
6.4 is expressly incorporated in this Agreement. Each of Buyer and Seller agree to perform their respective obligations set
forth in Schedule 6.4.


 


(c)          In
the event that Synchrony Bank becomes the subject of an insolvency proceeding and the FDIC as receiver or conservator provides
a written notice of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule to Buyer or Seller, the party receiving
such notice shall promptly deliver such notice to the other party, with a copy to Indenture Trustee.


 




    	 	18	 



     


    

 


ARTICLE
VII



MISCELLANEOUS


 


Section 7.1           Notices.
Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of the parties by any other parties, or whenever any of the
parties desires to give or serve upon any other parties any communication with respect to this Agreement, each such notice, demand,
request, consent, approval, declaration or other communication shall be in writing and shall be deemed to have been validly served,
given or delivered (a) upon the earlier of actual receipt and three Business Days after deposit in the United States mail,
registered or certified mail, return receipt requested, with proper postage prepaid, (b) upon transmission, when sent by facsimile,
email or other similar electronic transmission (with such transmission promptly confirmed by delivery of a copy by personal delivery
or United States mail as otherwise provided in this Section 7.1), (c) one Business Day after deposit with a reputable
overnight courier with all charges prepaid or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed
to the party to be notified and sent to the address or facsimile number set forth below or to such other address (or facsimile
number) as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in
writing by the party entitled to receive such notice. Failure or delay in delivering copies of any notice, demand, request, consent,
approval, declaration or other communication to any Person (other than Buyer) designated in any written communication provided
hereunder to receive copies shall in no way adversely affect the effectiveness of such notice, demand, request, consent, approval,
declaration or other communication. Notwithstanding the foregoing, whenever it is provided herein that a notice is to be given
to any other party hereto by a specific time, such notice shall be effective only if actually received by such party prior to such
time, and if such notice is received after such time or on a day other than a Business Day, such notice shall be effective only
on the immediately succeeding Business Day.


 


If to Seller:



Synchrony Bank

777 Long Ridge Road

Stamford, CT 06902

Attention: Eric Duenwald – Treasurer

Telephone: (203) 585-2906

Facsimile: (844) 265-2601


Email: Eric.Duenwald@syf.com


 


If to Buyer:



Synchrony Card Funding, LLC

777 Long Ridge Road

Stamford, CT 06902

Attention: Eric Duenwald – President

Telephone:  (203) 585-2906

Facsimile: (844) 265-2601


Email: Eric.Duenwald@syf.com


 




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Section 7.2           No
Waiver; Remedies. (a) Either party’s failure, at any time or times, to require strict performance by the other party
hereto of any provision of this Agreement shall not waive, affect or diminish any right of such party thereafter to demand strict
compliance and performance herewith or therewith. Any suspension or waiver of any breach or default hereunder shall not suspend,
waive or affect any other breach or default whether the same is prior or subsequent thereto and whether of the same or a different
type. None of the undertakings, agreements, warranties, covenants and representations of either party contained in this Agreement,
and no breach or default by either party hereunder or thereunder, shall be deemed to have been suspended or waived by the other
party unless such waiver or suspension is by an instrument in writing signed by an officer of or other duly authorized signatory
of such party and directed to the defaulting party specifying such suspension or waiver.


 


(b)          Each
party’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies that
such party may have under any other agreement, including the other Related Documents, by operation of law or otherwise.


 


Section 7.3           Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of Seller and Buyer and their respective successors
and permitted assigns, except as otherwise provided herein. Except as provided below and in Sections 2.8 or 4.1 of
this Agreement, Seller may not assign, transfer, hypothecate or otherwise convey its rights, benefits, obligations or duties hereunder,
or consent to any assignment by Issuer under the Transfer Agreement, without having obtained the prior express written consent
of Buyer. Any such purported assignment, transfer, hypothecation or other conveyance by Seller without the prior express written
consent of Buyer shall be void. Seller acknowledges that under the Transfer Agreement Buyer will assign its rights granted hereunder
to Issuer, and upon such assignment, Issuer shall have, to the extent of such assignment, all rights of Buyer hereunder and each
such transferee may in turn transfer such rights. The terms and provisions of this Agreement are for the purpose of defining the
relative rights and obligations of Seller and Buyer with respect to the transactions contemplated hereby and no Person shall be
a third-party beneficiary of any of the terms and provisions of this Agreement.


 


Section 7.4           Termination.
This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall
remain in full force and effect until the earlier of (a) the termination of Issuer and (b) the date selected by Seller upon prior
notice thereof to Buyer (such date the “Agreement Termination Date”).


 


Section 7.5           Survival.
Except as otherwise expressly provided herein or in any other Related Document, no termination or cancellation (regardless of cause
or procedure) of any commitment made by Seller under this Agreement shall in any way affect or impair the obligations, duties and
liabilities of Seller or the rights of Seller relating to any unpaid portion of any and all obligations of Seller to Buyer, due
or not due, liquidated, contingent or unliquidated or any transaction or event occurring prior to such termination, or any transaction
or event, the performance of which is required after the Agreement Termination Date. Except as otherwise expressly provided herein
or in any other Related Document, all undertakings, agreements, covenants, warranties and representations of or binding upon Seller,
and all rights of Seller hereunder shall not terminate or expire, but rather shall survive any such termination or cancellation
and shall continue in full force and effect until the date after the Agreement Termination Date when the Outstanding Balances of
all Transferred Receivables transferred hereunder prior to such Agreement Termination Date have been reduced to zero; provided,
that the rights and remedies pursuant to the provisions of Sections 2.5, 7.3, 7.11, 7.13 and 7.18
shall be continuing and shall survive any termination of this Agreement.


 




    	 	20	 



     


    

 


Section 7.6           Complete
Agreement; Modification of Agreement. This Agreement constitutes the complete agreement between the parties with respect to
the subject matter hereof, supersedes all prior agreements and understandings relating to the subject matter hereof and thereof.
Without the consent of the Holders of any Notes or any other Person but with prior notice to each Rating Agency, at any time and
from time to time, upon either (a) delivery by Seller or Buyer to Indenture Trustee of an Officer’s Certificate to the effect
that Seller or Buyer, as applicable, reasonably believes that such amendment, modification, termination or waiver will not have
an Adverse Effect or (b) satisfaction of the Rating Agency Condition with respect to each affected Class or Tranche of Notes for
which an Officer’s Certificate described in the preceding clause (a) has not been delivered, Seller or Buyer may modify,
alter or amend this Agreement. Notwithstanding any other provision of this Section 7.6, Schedule 6.1(a) shall be
automatically amended upon delivery by Seller to Buyer of an updated Schedule 6.1(a).


 


Section 7.7           GOVERNING
LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS
OF THE UNITED STATES OF AMERICA.


 


(b)          EACH
PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY
SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO
ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED 
FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE Buyer
FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE RECEIVABLES OR ANY SECURITY FOR THE
OBLIGATIONS OF SELLER ARISING HEREUNDER OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF Buyer.
EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH
PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH
PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES
THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT
ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 7.1 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER
OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING
IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 




    	 	21	 



     


    

 


(c)          BECAUSE
DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED
AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF
THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT
TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTHING IN
THIS SECTION 7.7 SHALL LIMIT THE RIGHTS OF ANY REQUESTING PARTY PURSUANT TO SECTION 7.16.


 


Section 7.8           Counterparts.
This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute
one agreement.


 


Section 7.9           Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions
of this Agreement.


 


Section 7.10         Section
Titles. The section titles and table of contents contained in this Agreement are provided for ease of reference only and shall
be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.


 


Section 7.11         No
Setoff. Seller’s obligations under this Agreement shall not be affected by any right of setoff, counterclaim, recoupment,
defense or other right Seller might have against Buyer, all of which rights are hereby expressly waived by Seller.


 


Section 7.12         Confidentiality.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, THE OBLIGATIONS OF CONFIDENTIALITY CONTAINED HEREIN, SHALL NOT APPLY
TO THE FEDERAL TAX STRUCTURE OR FEDERAL TAX TREATMENT OF THIS TRANSACTION, AND EACH PARTY (AND ANY EMPLOYEE, REPRESENTATIVE, OR
AGENT OF ANY PARTY) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE FEDERAL TAX STRUCTURE AND FEDERAL
TAX TREATMENT OF THIS TRANSACTION. THE PRECEDING SENTENCE IS INTENDED TO CAUSE THIS TRANSACTION TO BE TREATED AS NOT HAVING BEEN
OFFERED UNDER CONDITIONS OF CONFIDENTIALITY FOR PURPOSES OF SECTION 1.6011-4(B)(3) (OR ANY SUCCESSOR PROVISION) OF THE TREASURY
REGULATIONS PROMULGATED UNDER SECTION 6011 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND SHALL BE CONSTRUED IN A MANNER
CONSISTENT WITH SUCH PURPOSE. IN ADDITION, EACH PARTY ACKNOWLEDGES THAT IT HAS NO PROPRIETARY OR EXCLUSIVE RIGHTS TO THE FEDERAL
TAX STRUCTURE OF THIS TRANSACTION OR ANY FEDERAL TAX MATTER OR FEDERAL TAX IDEA RELATED TO THIS TRANSACTION.


 




    	 	22	 



     


    

 


Section 7.13         Further
Assurances. (a) Seller shall, at its sole cost and expense, upon request of Buyer, promptly and duly authorize, execute and/or
deliver, as applicable, any and all further instruments and documents and take such further actions that may be necessary or desirable
or that Buyer may request to carry out more effectively the provisions and purposes of this Agreement or to obtain the full benefits
of this Agreement and of the rights and powers herein granted, including authorizing and filing any financing or continuation statements
under the UCC with respect to the ownership interests or Liens granted hereunder. Seller hereby authorizes Buyer to file any such
financing or continuation statements without the signature of Seller to the extent permitted by applicable law. A carbon, photographic
or other reproduction of this Agreement or of any notice or financing statement covering the Transferred Assets or any part thereof
shall be sufficient as a notice or financing statement where permitted by law. If any amount payable under or in connection with
any of the Transferred Assets is or shall become evidenced by any instrument, such instrument, other than checks and notes received
in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Buyer immediately upon Seller’s receipt
thereof and promptly delivered to or at the direction of Buyer.


 


(b)          If
Seller fails to perform any agreement or obligation under this Section 7.13, Buyer may (but shall not be required to)
itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of Buyer incurred in connection
therewith shall be payable by Seller upon demand of Buyer.


 


Section 7.14         Relationship
of Parties. Seller and Buyer agree that in performing their obligations pursuant to this Agreement, they are in the position
of independent contractors. This Agreement is not intended to create, nor does it create and shall not be construed to create,
a relationship of partner or joint venturer or any association for profit between Seller and Buyer.


 


Section 7.15         No
Indirect or Consequential Damages. NO PARTY TO THIS AGREEMENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT,
ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH
PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED
HEREUNDER.


 




    	 	23	 



     


    

 


Section 7.16         Dispute
Resolution.


 


(a)          If
a request to Seller to repurchase a Transferred Receivable pursuant to this Agreement is not resolved by the end of the 180-day
period beginning on the date on which Seller receives notice of such request, then the Requesting Party will have the right to
refer the matter, at its discretion, to either mediation or arbitration pursuant to this Section 7.16; provided, however,
that any such referral shall be made (i) within the applicable statute of limitations period and (ii) within 90 days of the delivery
of the monthly noteholder statement following the end of such 180-day period.


 


(b)          The
Requesting Party shall provide notice in accordance with Section 7.1 of its intention to refer the matter to mediation or
arbitration, as applicable, to Seller, with a copy to Buyer (if not the Requesting Party). Seller agrees to participate in the
resolution method selected by the Requesting Party. Seller shall provide notice to Buyer, Issuer and Indenture Trustee that it
has received a request to mediate or arbitrate a repurchase request.


 


(c)          If
the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will
apply:


 


(i)          the
mediation will be administered by a nationally recognized arbitration and mediation association, and conducted pursuant to such
association’s mediation procedures in effect at such time;


 


(ii)         the
fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation;


 


(iii)        the
mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the
repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”);
and


 


(iv)        if
the parties fail to agree at the completion of the mediation, the Requesting Party may refer the repurchase request to arbitration
under this Section 7.16 or may, in accordance with the terms of this Agreement and the Indenture, pursue other remedies
including legal proceedings.


 


(d)          If
the Requesting Party selects arbitration as the resolution method, the following provisions will apply:


 


(i)          The
arbitration will be administered by a nationally recognized arbitration and mediation association, and conducted pursuant to such
association’s arbitration procedures in effect at such time;


 


(ii)         The
arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the
dispute hereunder and will be appointed from a list of neutrals maintained by the AAA;


 




    	 	24	 



     


    

 


(iii)        The
arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The
arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement
in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by it, and Seller shall not be required to pay more than the repurchase price required to be paid by Seller in accordance with
Section 6.1. In its final determination, the arbitrator will determine and award the costs of arbitration (including the
fees of the arbitrator, cost of any record or transcript of the arbitration and administrative fees) and reasonable attorneys’
fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in
writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable absent
manifest error, except for actions to confirm or vacate the determination that are permitted under applicable federal or state
law and may be enforced in any court of competent jurisdiction;


 


(iv)        By
selecting binding arbitration, the Requesting Party is waiving the right to sue in court, including the right to a trial by jury;
and


 


(v)         No
Person may bring a putative or certified class action to arbitration.


 


(e)          Seller
will not be required to produce personally identifiable information about any Obligor for purposes of any mediation or arbitration.
The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase
request, mediations or arbitration proceedings conducted under this Section 7.16, including all offers, promises, conduct
and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase
request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration
(collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as required
in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other
proceeding (including any proceeding under this Section 7.16) other than as required to be disclosed in accordance with
applicable law, regulatory requirements, or court order or to the extent that Seller, in its sole discretion, elects to disclose
such information. Such information will be kept strictly confidential and will not be disclosed to any third party; provided that
a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively,
“Representatives”), as reasonably required in connection with any resolution procedure under this Section
7.16, if the disclosing party (a) directs such Representatives to keep the information confidential, (b) is responsible for
any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain
such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other
party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek
other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of
a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by
regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure
only the part of such Confidential Information that is required to be disclosed.


 




    	 	25	 



     


    

 


Section 7.17         Relationship
of Parties. Seller and Buyer agree that in performing their obligations pursuant to this Agreement, they are in the position
of independent contractors. This Agreement is not intended to create, nor does it create and shall not be construed to create,
a relationship of partner or joint venturer or any association for profit between Seller and Buyer.


 


Section 7.18         No
Petition. Seller covenants and agrees that, from and after the date hereof and until the date one year plus one day following
the date on which all amounts due with respect to securities that were issued by any entity holding Transferred Assets have been
paid in full in cash, Seller shall not, directly or indirectly, institute or cause to be instituted against Buyer any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or
similar law; provided that the foregoing shall not in any way limit Seller’s right to pursue any other creditor rights
or remedies that Seller may have under any applicable law. Without prejudice to the survival of any other agreement of Seller hereunder,
the agreements and obligations of Seller under this Section 7.18 shall survive the termination of this Agreement.


 


Section 7.19         Effectiveness.
This Agreement amends and restates the Original Receivables Sale Agreement as of the Amendment and Restatement Effective Date and
the terms and provisions of the Original Receivables Sale Agreement are restated hereby in their entirety as of the Amendment and
Restatement Effective Date. From and after the Amendment and Restatement Effective Date, each reference to the Original Receivables
Sale Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. For the avoidance
of doubt, all obligations and liabilities of the Seller and the Buyer under or in connection with the Original Receivables Sale
Agreement shall remain outstanding hereunder and shall be enforceable against the Seller or the Buyer, as applicable, under this
Agreement. This Agreement does not constitute a novation of the Original Receivables Sale Agreement (or a novation of any of the
obligations thereunder).


 


[Remainder of page intentionally left blank.]


 




    	 	26	 



     


    

 


IN WITNESS WHEREOF,
Seller and Buyer have caused this Amended and Restated Receivables Sale Agreement to be duly executed by their respective officers
as of the day and year first above written.


 





	 	SYNCHRONY BANK, as Seller
	 	 
	 	By:	/s/ Eric Duenwald 
	 	Name:	 Eric Duenwald 
	 	Title:	Senior Vice President & Treasurer
	 	 
	 	
        SYNCHRONY CARD FUNDING, LLC, as Buyer

	 	 
	 	By:	/s/ Andrew Lee
	 	Name:	 Andrew Lee
	 	Title:	 Manager and Vice President


   




    	 	S-1	Receivables Sale Agreement



     


    

 


SCHEDULE 1



LIST OF ACCOUNTS


 


[Delivered separately]





 







    	 	Schedule 1	 



     


    

 


SCHEDULE 6.1(a)


 


SELLER’S UCC INFORMATION


 


Legal Name


 


Synchrony Bank


 


Jurisdiction of Organization


 


United States


 


Address of Chief Executive Office


 


170 West Election Road,
Suite 125


Draper, UT 84020


 


Federal Employer Identification Number


 


82-3295851


 







    	 	Schedule 6.1(a)	 



     


    

 


SCHEDULE 6.4


 


REQUIREMENTS OF FDIC RULE


 


As required by the FDIC Rule:


 


(a)          As
used in this Schedule, references to (i) “sponsor” shall mean Synchrony Bank, (ii) “issuing entity” shall
mean, collectively, Transferor, Issuer and each other transferee of the Transferred Assets that is an “issuing entity”
as defined in the FDIC Rule, (iii) “servicer” shall mean Servicer and each other “servicer” of the financial
assets within the meaning of the FDIC Rule, (iv) “obligations” or “securitization obligations” shall mean
the notes issued by Issuer pursuant to the Indenture, and (v) “financial assets” and “securitized financial assets”
shall mean the Transferred Assets.


 


(b)          The
issuing entity shall make available to investors, information describing the financial assets, obligations, capital structure,
compensation of relevant parties, and relevant historical performance data set forth below:


 


(i)          On
or prior to issuance of obligations and at the time of delivery of any periodic distribution report and, in any event, at least
once per calendar quarter, while obligations are outstanding, information about the obligations and the securitized financial assets
shall be disclosed to all potential investors at the financial asset or pool level, as appropriate for the financial assets, and
security-level to enable evaluation and analysis of the credit risk and performance of the obligations and financial assets. Such
information and its disclosure, at a minimum, shall comply with the requirements of Regulation AB or any successor disclosure requirements
for public issuances, even if the obligations are issued in a private placement or are not otherwise required to be registered;
provided that information that is unknown or not available to the sponsor or the issuing entity after reasonable investigation
may be omitted if the issuing entity includes a statement in the offering documents disclosing that the specific information is
otherwise unavailable;


 


(ii)         On
or prior to issuance of obligations, the structure of the securitization and the credit and payment performance of the obligations
shall be disclosed, including the capital or tranche structure, the priority of payments and specific subordination features; representations
and warranties made with respect to the financial assets, the remedies for and the time permitted for cure of any breach of representations
and warranties, including the repurchase of financial assets, if applicable; liquidity facilities and any credit enhancements permitted
by the FDIC Rule, any waterfall triggers or priority of payment reversal features; and policies governing delinquencies, servicer
advances, loss mitigation, and write-offs of financial assets;


 




    	 	Sched 6.4-1	 



     


    

 


 


(iii)        While
obligations are outstanding, the issuing entity shall provide to investors information with respect to the credit performance of
the obligations and the financial assets, including periodic and cumulative financial asset performance data, delinquency and modification
data for the financial assets, substitutions and removal of financial assets, servicer advances, as well as losses that were allocated
to such tranche and remaining balance of financial assets supporting such tranche, if applicable, and the percentage of each tranche
in relation to the securitization as a whole; and


 


(iv)        The
nature and amount of compensation paid to the originator, sponsor, rating agency or third-party advisor, any mortgage or other
broker, and the servicer(s), and the extent to which any risk of loss on the underlying assets is retained by any of them for such
securitization shall be disclosed. Issuer shall provide to investors while any obligations are outstanding any changes to such
information and the amount and nature of payments of any deferred compensation or similar arrangements to any of the parties.


 




    	 	Sched 6.4-2	 



     


    

 


EXHIBIT A



FORM OF ASSIGNMENT OF RECEIVABLES

IN ADDITIONAL ACCOUNTS


 


(As required by Section 2.6 of the
Amended and Restated Receivables Sale Agreement)


 


ASSIGNMENT No.        
OF RECEIVABLES IN ADDITIONAL ACCOUNTS (this “Assignment”) dated as of                     ,
by and among SYNCHRONY BANK, a federal savings bank organized under the laws of the United States, as Seller (“Seller”)
and SYNCHRONY CARD FUNDING, LLC (“Buyer”), pursuant to the Agreement referred to below.


 


WITNESSETH :


 


WHEREAS, Seller and
Buyer are parties to the Amended and Restated Receivables Sale Agreement, dated as of May 1, 2018 (as it may be amended and supplemented
from time to time the “Agreement”); and


 


WHEREAS, pursuant to
the Agreement, Seller wishes to designate Additional Accounts to be included as Accounts and to convey the Transferred Receivables
in such Additional Accounts that have been designated “Additional Accounts” pursuant to the Agreement, whether now
existing or hereafter created, to Buyer (as each such term is defined in the Agreement); and


 


WHEREAS, Buyer is willing
to accept such designation and conveyance subject to the terms and conditions hereof;


 


NOW, THEREFORE, Seller
and Buyer hereby agree as follows:


 


1.          Defined
Terms. All terms defined in the Agreement and used herein shall have such defined meanings when used herein, unless otherwise
defined herein.


 


“Addition
Cut-Off Date” means, with respect to Additional Accounts designated hereby, the [close][opening] of business on [______],
20[].


 


“Addition
Date” means, with respect to the Additional Accounts designated hereby, [                    ],
20[      ].


 


“Addition
Representation Date” means, with respect to Additional Accounts designated hereby, [______], 20[].1


 


2.          Designation
of Additional Accounts. The Accounts listed on Schedule 1 to this Assignment have been designated “Additional
Accounts” pursuant to the Agreement. Schedule 1 to this Assignment, as of the Addition Date, shall supplement Schedule 1
to the Agreement as required by Section 2.1(b) of the Agreement.


 





 



1
[Date will be no more than 7 Business Days prior to the Addition Cut-Off Date.]


 




    	 	Exhibit A - 1	 



     


    

  


3.          Conveyance
of Receivables. (a) Effective as of the [close][opening] of business on the Addition Date, Seller does hereby transfer, assign,
set over and otherwise convey, without recourse except as set forth in this Agreement, to Buyer, all its right, title and interest
in, to and under the Receivables in such Additional Accounts existing on the Addition Cut-Off Date and thereafter created from
time to time in such Additional Accounts until the Agreement Termination Date, the Related Security and Collections with respect
thereto and related Recoveries, together with all monies due or to become due and all amounts received or receivable with respect
thereto and Insurance Proceeds relating thereto and all proceeds of the foregoing. The foregoing does not constitute and is not
intended to result in the creation or assumption by Buyer of any obligation of any Originator, Seller or any other Person in connection
with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation
to Obligors, merchant banks, Program Partners, clearance systems or insurers.


 


(b)          Seller
agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect
to the Receivables in Additional Accounts existing on the Addition Cut-Off Date and thereafter created meeting the requirements
of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the sale
and assignment of its interest in such Receivables to Buyer, and to deliver a file-stamped copy of each such financing statement
or other evidence of such filing to Buyer within ten (10) days of the Addition Date. Buyer shall be under no obligation whatsoever
to file such financing or continuation statements or to make any other filing under the UCC in connection with such sale and assignment.


 


(c)          In
connection with such assignment, Seller further agrees, at its own expense, on or prior to the date of this Assignment, to indicate
and cause Servicer to indicate in the appropriate electronic records that Receivables created in connection with the Additional
Accounts and designated hereby have been conveyed to Buyer pursuant to the Agreement and this Assignment.


 


(d)          Seller
does hereby grant to Buyer a security interest in all of its right, title and interest, whether now owned or hereafter acquired,
in and to the Receivables in the Additional Accounts existing on the Addition Cut-Off Date and thereafter created, the Related
Security and Collections with respect thereto and Recoveries allocated to Buyer as provided in the Agreement, together with all
monies due or to become due and all amounts received or receivable with respect thereto and all Insurance Proceeds relating thereto
and all proceeds of the foregoing. This Assignment constitutes a security agreement under the UCC.


 


4.          Acceptance
by Buyer. Buyer hereby acknowledges its acceptance of all right, title and interest to the property, existing on the Addition
Cut-Off Date and thereafter created, conveyed to Buyer pursuant to Section 3(a) of this Assignment. Buyer further acknowledges
that, prior to or simultaneously with the execution and delivery of this Assignment, Seller delivered to it the Account Schedule
described in Section 2 of this Assignment.


 




    	 	Exhibit A - 2	 



     


    

  


5.          Representations
and Warranties of Seller. Seller hereby represents and warrants to Buyer as of the Addition Date:


 


(a)          This
Assignment constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms,
except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited
by general principles of equity (whether considered in a suit at law or in equity);


 


(b)          each
Transferred Receivable satisfies the criteria for an Eligible Receivable as of the Addition Representation Date;


 


(c)          each
Additional Account is, as of the Addition Representation Date, an Eligible Account,


 


(d)          the
Agreement and this Assignment creates a valid and continuing security interest in the Receivables in the Additional Accounts and
the Related Security and in Collections and Recoveries with respect thereto, together with all monies due or to become due and
all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto and the proceeds thereof in favor
of Buyer, which security interest (x) is enforceable against Seller, as such enforceability may be limited by applicable Debtor
Relief Laws, now or hereafter in effect, and by general principles of equity (whether considered in a suit at law or in equity)
and (y) upon filing of the financing statements described herein and, in the case of Transferred Receivables thereafter created,
upon the creation thereof, will be prior to all other Liens (other than Permitted Encumbrances);


 


(e)          immediately
prior to the conveyance of the Receivables pursuant to this Assignment, Seller owns and has good and marketable title to, or has
a valid security interest in, the Receivables free and clear of any Lien, claim or encumbrance of any Person, (other than Permitted
Encumbrances); and


 


(f)          subject
to Permitted Encumbrances, other than the transfer and assignment and the security interest granted to Buyer pursuant to this Assignment,
Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables.
Seller has not authorized the filing of and is not aware of any financing statements against Seller that included a description
of collateral covering the Transferred Receivables.


 


6.          Amendment
of the Agreement. The Agreement is hereby amended to provide that all references therein to “this Agreement” and
“herein” shall be deemed from and after the Addition Date to be a dual reference to this Agreement as supplemented
by this Assignment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions
of the Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with
its terms.


 


7.          Counterparts.
This Assignment may be executed in two or more counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the same instrument.


 


8.          GOVERNING
LAW. THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT
OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.


 




    	 	Exhibit A - 3	 



     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Assignment of Transferred Receivables in Additional Accounts to be duly executed and delivered
by their respective duly authorized officers on the day and year first above written.


 


	 	SYNCHRONY BANK, Seller
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	
        SYNCHRONY CARD FUNDING, LLC,

        Buyer

	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	Exhibit A - 4	 



     


    

 


Schedule I

to Assignment of Transferred Receivables

in Additional Accounts




 


ADDITIONAL
ACCOUNTS


 




    	 	Exhibit A - 5	 



     


    

 


EXHIBIT B


 


FORM OF REASSIGNMENT OF RECEIVABLES

IN REMOVED ACCOUNTS


 


(As required by Section 2.7 of the
Amended and Restated Receivables Sale Agreement)


 


REASSIGNMENT No. _______
OF RECEIVABLES IN REMOVED ACCOUNTS dated as of _________, by and among SYNCHRONY BANK, a federal savings bank organized under the
laws of the United States, as Seller (the “Seller”), and SYNCHRONY CARD FUNDING, LLC (the “Buyer”),
pursuant to the Amended and Restated Receivables Sale Agreement referred to below.


 


WITNESSETH:


 


WHEREAS Seller and
Buyer are parties to the Amended and Restated Receivables Sale Agreement, dated as of May 1, 2018 (as it may be amended and supplemented
from time to time the “Agreement”);


 


WHEREAS pursuant to
the Agreement, Seller wishes to remove from Buyer all Transferred Receivables owned by Buyer in certain designated Accounts and
to cause Buyer to reconvey the Transferred Receivables of such Removed Accounts, whether now existing or hereafter created, from
Buyer to Seller; and


 


WHEREAS Buyer is willing
to accept such designation and to reconvey the Transferred Receivables in the Removed Accounts subject to the terms and conditions
hereof;


 


NOW, THEREFORE, Seller
and Buyer hereby agree as follows:


 


1.          Defined
Terms. All terms defined in the Agreement and used herein shall have such defined meanings when used herein, unless otherwise
defined herein.


 


“Removal Date”
means, with respect to the Removed Accounts designated hereby, ___________, ____.


 


“Removal Cut-Off
Date” means, with respect to the Removed Accounts ______________, ____.


 


2.          Designation
of Removed Accounts. Schedule 1 to this Reassignment, as of the Removal Date, shall supplement Schedule 1
to the Agreement as required by Section 2.1(b) of the Agreement.


 


3.          Conveyance
of Transferred Receivables.


 


(a)          Buyer
does hereby transfer, assign, set over and otherwise convey to Seller, without representation, warranty or recourse, on and after
the Removal Cut-Off Date, all right, title and interest of Buyer in, to and under the Transferred Receivables existing at the close
of business on the Removal Cut-Off Date and thereafter created from time to time in the Removed Accounts designated hereby, the
Related Security and Collections with respect thereto, together with all monies due or to become due and all amounts received or
receivable with respect thereto and all Insurance Proceeds related thereto and all proceeds of the foregoing.


 




    	 	Exhibit B - 1	 



     


    

  


(b)          In
connection with such transfer, Buyer agrees to execute and deliver to Seller on or prior to the date this Reassignment is delivered,
applicable termination statements prepared by Seller with respect to the Transferred Receivables existing at the close of business
on the Removal Cut-Off Date and thereafter created from time to time in the Removed Accounts reassigned hereby and the proceeds
thereof evidencing the release by Buyer of its interest in the Transferred Receivables in the Removed Accounts, and meeting the
requirements of applicable state law, in such manner and such jurisdictions as are necessary to terminate such interest.


 


4.          Representations
and Warranties of Seller. Seller hereby represents and warrants to Buyer as of the Removal Date:


 


(a)          Legal
Valid and Binding Obligation. This Reassignment Agreement constitutes a legal, valid and binding obligation of Seller enforceable
against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights
in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law
or in equity); and


 


(b)          List
of Removed Accounts. The list of Removed Accounts attached hereto, is an accurate and complete listing in all material respects
of all the Accounts as of the Removal Cut-Off Date.


 


5.          Amendment
of the Agreement. The Agreement is hereby amended to provide that all references therein to “this Agreement” and
“herein” shall be deemed from and after the Removal Date to be a dual reference to the Agreement as supplemented by
this Reassignment. Except as expressly amended hereby, all of the representations, warranties, terms and covenants and conditions
of the Agreement shall remain unamended and shall continue to be and shall remain in full force and effect in accordance with its
terms.


 


6.          Counterparts.
This Reassignment may be executed in two or more counterparts, and by different parties on separate counterparts), each of which
shall be an original, but all of which shall constitute one and the same instrument.


 


7.          GOVERNING
LAW. THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT
OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.


 




    	 	Exhibit B - 2	 



     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Reassignment to be duly executed and delivered by their respective duly authorized officers on
the day and year first above written.


 





	 	SYNCHRONY BANK, Seller
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	
        SYNCHRONY CARD FUNDING, LLC,

        Buyer

	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 





 




    	 	Exhibit B - 3	 



     


    

 


Schedule 1

to Reassignment Agreement


 


REMOVED ACCOUNTS


  



    	 	Exhibit B - 4