SYNCHRONY CARD ISSUANCE TRUST as Issuer and THE BANK OF NEW YORK MELLON as Indenture Trustee [FORM OF] SYNCHRONYSERIES INDENTURE SUPPLEMENT dated as of [___], 20[__] to AMENDED AND RESTATED MASTER INDENTURE dated as of May 1, 2018Master Indenture • May 4th, 2018 • Synchrony Card Issuance Trust • New York
This SYNCHRONYSERIES INDENTURE SUPPLEMENT, dated as of [___], 20[__] (this “Indenture Supplement”), between SYNCHRONY CARD ISSUANCE TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York state-chartered bank, not in its individual capacity but in its capacity as Indenture Trustee (the “Indenture Trustee”) under the Amended and Restated Master Indenture, dated as of May 1, 2018 (the “Indenture”), between the Issuer and the Indenture Trustee.
SYNCHRONYSERIES Class [_] (20[_]-[_]) SYNCHRONY CARD ISSUANCE TRUST (Issuer) SYNCHRONY CARD FUNDING, LLC (Depositor) [FORM OF] UNDERWRITING AGREEMENTAdministration Agreement • May 4th, 2018 • Synchrony Card Issuance Trust • New York
Synchrony Card Funding, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Company”), proposes to cause Synchrony Card Issuance Trust (the “Issuer”) to issue and sell from time to time notes of the series, classes and tranches designated in Annex I (the “Notes”). The offering of the Notes by the Underwriters pursuant to this Agreement and the applicable Terms Document is referred to herein as the “Note Offering.” The Company is a wholly-owned subsidiary of Synchrony Bank (the “Bank”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SYNCHRONY CARD FUNDING, LLC (A DELAWARE LIMITED LIABILITY COMPANY) Dated May 1, 2018 SYNCHRONY CARD FUNDING, LLCLimited Liability Company Agreement • May 4th, 2018 • Synchrony Card Issuance Trust • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT dated as of May 1, 2018, adopted by Synchrony Bank, as the sole equity member (the “Initial Member”), and the Persons that shall become Members from time to time as herein provided.
CUSTODY AND CONTROL AGREEMENTCustody and Control Agreement • May 4th, 2018 • Synchrony Card Issuance Trust • New York
CUSTODY AND CONTROL AGREEMENT (this “Agreement”) dated as of November 30, 2017, by and among The Bank of New York Mellon, in its capacity as Custodian (the “Custodian”), Synchrony Card Issuance Trust, a Delaware statutory trust (the “Issuer”), and The Bank of New York Mellon, in its capacity as Indenture Trustee (the “Indenture Trustee”).
AMENDED AND RESTATED TRANSFER AGREEMENTTransfer Agreement • May 4th, 2018 • Synchrony Card Issuance Trust • New York
AMENDED AND RESTATED TRANSFER AGREEMENT, dated as of May 1, 2018 (this “Agreement”), between SYNCHRONY CARD FUNDING, LLC, a Delaware limited liability company, as Transferor (“Transferor”) and SYNCHRONY CARD ISSUANCE TRUST, a Delaware statutory trust, as Buyer (“Buyer”).
FORM OF] ASSET REPRESENTATIONS REVIEW AGREEMENT Among SYNCHRONY BANK, as Seller and as Servicer, SYNCHRONY CARD FUNDING, LLC, as Transferor, SYNCHRONY CARD ISSUANCE TRUST, as Issuer, and as Asset Representations Reviewer Dated as of [___________], [____]Review Agreement • May 4th, 2018 • Synchrony Card Issuance Trust • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [___________], [____], among SYNCHRONY BANK, a federal savings association, individually (“Bank”), as Seller (in such capacity, “Seller”) and as Servicer (in such capacity, “Servicer”), SYNCHRONY CARD FUNDING, LLC, a Delaware limited liability company, as Transferor (“Transferor”), SYNCHRONY CARD ISSUANCE TRUST, a Delaware statutory trust, as Issuer (“Issuer”), and [__________________], a [______________], as Asset Representations Reviewer (in such capacity, “Vendor”).
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT between SYNCHRONY BANK, Seller, and SYNCHRONY CARD FUNDING, LLC Buyer Dated as of May 1, 2018Receivables Sale Agreement • May 4th, 2018 • Synchrony Card Issuance Trust • New York
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”).
ADMINISTRATION AGREEMENTAdministration Agreement • May 4th, 2018 • Synchrony Card Issuance Trust
ADMINISTRATION AGREEMENT, dated as of November 30, 2017, between SYNCHRONY CARD ISSUANCE TRUST, a Delaware statutory trust (the “Trust”), and SYNCHRONY BANK, a Delaware corporation, as administrator (the “Administrator”).
SYNCHRONY CARD ISSUANCE TRUST AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • May 4th, 2018 • Synchrony Card Issuance Trust • Delaware
AMENDED AND RESTATED TRUST AGREEMENT OF SYNCHRONY CARD ISSUANCE TRUST (as amended or supplemented from time to time, this “Agreement”) dated as of May 1, 2018, among SYNCHRONY CARD FUNDING, LLC (“Synchrony Card Funding”), a Delaware limited liability company, Citibank, N.A., a national banking association, as Trustee (the “Trustee”) and Citicorp Trust Delaware, National Association, a national banking association, as Delaware trustee (the “Delaware Trustee”).
ContractForm of Risk Retention Agreement • May 4th, 2018 • Synchrony Card Issuance Trust
FORM OF RISK RETENTION AGREEMENT, dated as of [________], 2018 (this “Agreement”), by and among SYNCHRONY BANK, a federal savings association organized under the laws of the United States (“Synchrony Bank”), SYNCHRONY CARD FUNDING, LLC, a Delaware limited liability company (“Synchrony Card Funding”), and SYNCHRONY CARD ISSUANCE TRUST, a Delaware statutory trust (the “Issuer”).
AMENDED AND RESTATED SERVICING AGREEMENTAmended And • May 4th, 2018 • Synchrony Card Issuance Trust • New York
