Common use of Restrictions on Transfer; Issuance of Supplemental Interests Clause in Contracts

Restrictions on Transfer; Issuance of Supplemental Interests. (a) Transferor hereby agrees that it will not sell or otherwise transfer any portion of the Transferor Interest necessary to maintain the Seller’s Interest unless such sale or transfer is to a Permitted Transferee Assignee. Transferor may, from time to time, transfer a portion of the Transferor Interest by causing the issuance of one or more additional interests (each a “Supplemental Interest”), which shall be in uncertificated form. The form and terms of any Supplemental Interest shall be defined in a supplement to this Agreement (which supplement shall be subject to Section 10.01 to the extent that it amends any of the terms of this Agreement) to be delivered to or upon the order of Transferor (or the holder of a Supplemental Interest, in the case of the transfer or exchange thereof, as provided below). The issuance of any such Supplemental Interest to any Person shall be subject to satisfaction of the following conditions: (i) Transferor shall have delivered an Officer’s Certificate to Owner Trustee and FNBO, dated as of the date of such action (or transfer, exchange or other disposition provided below) certifying that either (A) the transferee is a Permitted Affiliate Transferee or (B) if the transferee is not a Permitted Affiliate Transferee, that the issuance of the Supplemental Interest to the transferee will not cause the Seller’s Interest, after giving effect to the issuance of the Supplemental Interest, to be less than the required amount; (ii) the Rating Agency Condition shall have been satisfied with respect to such action; and (iii) Transferor shall have delivered to Owner Trustee, Indenture Trustee and each Rating Agency a Tax Opinion, dated the date of such action (or transfer, exchange or other disposition provided below), with respect to such action and an Opinion of Counsel to the effect that such action, assignment, participation, pledge or other disposition does not require registration of the interest under the Securities Act or any state securities law except for any such registration that has been duly completed and become effective. A Supplemental Interest may be transferred or exchanged, only upon the satisfaction of the conditions set forth in clauses (i) and (iii) above and the Transferor Interest may be pledged, only upon satisfaction of the conditions set forth in clause (iii) above. (b) The Transferor Interest may be transferred in its entirety to a Permitted Transferee Assignee who is a Person which is a member of the “affiliated group” as defined in Section 1504(a) of the Code of which Transferor is a member without the consent or approval of the Noteholders, provided that (i) the Rating Agency Condition shall have been satisfied with respect to such transfer, (ii) Transferor shall have delivered to Owner Trustee, Indenture Trustee and each Rating Agency a Tax Opinion and an Opinion of Counsel of the type described in Section 3.04(a)(ii), dated the date of such transfer, with respect thereto and (iii) Transferor shall have delivered to Indenture Trustee an Officer’s Certificate stating that the Transferor Interest shall not be less than the Minimum Transferor Interest. In connection with any such transfer, the Person to whom the Transferor Interest is transferred will, by its acquisition and holding of an interest in the Transferor Interest, assume all of the rights and obligations of Transferor as described in this Agreement, each Transaction Document and in any supplement or amendment thereto (including the right under this paragraph (b) with respect to subsequent transfers of an interest in the Transferor Interest). (c) Owner Trustee may fully rely upon an Officer’s Certificate from Transferor to confirm that all conditions set forth in this Section 3.04(a) or (b), as applicable, have been met. (d) To the extent permitted by applicable law, any purported transfer by the Transferor of all or any part of its right, title and interest in and to the Transferor Interest or a Supplemental Interest which is not in compliance with the terms of this Section 3.04 will be null and void.

Restrictions on Transfer; Issuance of Supplemental Interests. (a) Transferor hereby agrees that it will not sell or otherwise transfer any portion of Synchrony Card Funding may from time to time divide the Transferor Interest necessary to maintain the Seller’s Interest unless such sale or transfer is to a Permitted Transferee Assignee. Transferor may, from time to time, transfer a portion of the Transferor Interest by causing the issuance of into one or more additional separate interests (each each, a “Supplemental Interest”), which shall be in uncertificated form, and may transfer such Supplemental Interests without the consent or approval of the Noteholders, subject to the restrictions set forth in this Agreement. The form and terms of any Supplemental Interest shall be defined in a supplement to this Agreement (which supplement shall be subject to Section 10.01 10.2 to the extent that it amends any of the terms of this Agreement) to be delivered to or upon the order of Transferor Synchrony Card Funding (or the holder Holder of a Supplemental Interest, in the case of the transfer or exchange thereof, as provided below). The issuance of any such Supplemental Interest to any Person other than Synchrony Card Funding shall be subject to satisfaction of the following conditions: (i) Transferor shall have delivered an Officer’s Certificate to Owner Trustee and FNBO, dated as of the date of such action (or transfer, exchange or other disposition provided below) certifying that either (A) the transferee is a Permitted Affiliate Transferee or (B) if the transferee is not a Permitted Affiliate Transferee, that the issuance of the Supplemental Interest to the transferee will not cause the Seller’s Interest, after giving effect to the issuance of the Supplemental Interest, to be less than the required amount; (ii) the Rating Agency Condition shall have been satisfied with respect to such action; and (iiiii) Transferor Synchrony Card Funding shall have delivered to Owner the Trustee, the Indenture Trustee and each Rating Agency a Tax Opinion, dated the date of such action (or transfer, exchange or other disposition provided below), with respect to such action and an Opinion of Counsel to the effect that such issuance, action, assignmenttransfer, participation, pledge exchange or other disposition does not require registration of the interest under the Securities Act or any state securities law except for any such registration that has been duly completed and become effective. A Supplemental Interest may be transferred or exchanged, only upon the satisfaction of the conditions set forth in clauses (i) and (iii) above and the Transferor Interest may be pledged, only upon satisfaction of the conditions set forth in clause (iii) above. (b) The Transferor Interest may be transferred in its entirety to a Permitted Transferee Assignee who is a Person which is a member of the “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of which Transferor Synchrony Card Funding (or its single beneficial owner) is a member (or a disregarded entity thereof) without the consent or approval of the Noteholders, provided that (i) the Rating Agency Condition shall have been satisfied with respect to such transfer, transfer and (ii) Transferor Synchrony Card Funding shall have delivered to Owner the Trustee, the Indenture Trustee and each Rating Agency a Tax Opinion and an Opinion of Counsel of the type described in Section 3.04(a)(ii)paragraph (a) above, dated the date of such transfer, with respect thereto and (iii) Transferor shall have delivered to Indenture Trustee an Officer’s Certificate stating that the Transferor Interest shall not be less than the Minimum Transferor Interestthereto. In connection with any such transfer, the Person to whom the Transferor Interest is transferred will, by its acquisition and holding of an interest in the Transferor Interest, assume all of the rights and obligations of Transferor Synchrony Card Funding as described in this Agreement, each Transaction Related Document and in any supplement or amendment thereto (including the right under this paragraph (b) with respect to subsequent transfers of an interest in the Transferor Interest). (c) Owner Trustee may fully rely upon an Officer’s Certificate from The Transferor to confirm that all conditions set forth in this Section 3.04(a) or (b)Interest and each Supplemental Interest, as applicable, have been met. (d) To the extent permitted by applicable law, and any purported transfer by the Transferor of all or any part of its right, title and beneficial interest in and to the Transferor Interest or any Supplemental Interest, may not be purchased by or transferred to (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a Supplemental Interest which is not plan described in compliance with Section 4975(e)(1) of the terms Internal Revenue Code or (iii) any entity whose underlying assets include plan assets by reason of this Section 3.04 will be null and voidinvestment by an employee benefit plan or plans (including, without limitation, insurance company general accounts) in such entity.

Restrictions on Transfer; Issuance of Supplemental Interests. (a) Transferor hereby agrees that it will not sell or otherwise transfer any portion of the Transferor Interest necessary to maintain the Seller’s Interest unless such sale or transfer is to a Permitted Transferee Assignee. Transferor may, may from time to time, time transfer a portion of the Transferor Interest by causing the issuance of one or more additional interests (each a “"Supplemental Interest”"), which shall be in uncertificated form. The form and terms of any Supplemental Interest shall be defined in a supplement to this Agreement (which supplement shall be subject to Section 10.01 to the extent that it amends any of the terms of this Agreement) to be delivered to or upon the order of Transferor (or the holder of a Supplemental Interest, in the case of the transfer or exchange thereof, as provided below). The issuance of any such Supplemental Interest to any Person shall be subject to satisfaction of the following conditions: (i) Transferor shall have delivered an Officer’s Certificate to Owner Trustee and FNBO, dated as of the date of such action (or transfer, exchange or other disposition provided below) certifying that either (A) the transferee is a Permitted Affiliate Transferee or (B) if the transferee is not a Permitted Affiliate Transferee, that the issuance of the Supplemental Interest to the transferee will not cause the Seller’s Interest, after giving effect to the issuance of the Supplemental Interest, to be less than the required amount; (ii) the Rating Agency Condition shall have been satisfied with respect to such action; and (iiiii) Transferor shall have delivered to Owner Trustee, Indenture Trustee and each Rating Agency a Tax Opinion, dated the date of such action (or transfer, exchange or other disposition provided below), with respect to such action and an Opinion of Counsel to the effect that such action, assignment, participation, pledge or other disposition does not require registration of the interest under the Securities Act or any state securities law except for any such registration that has been duly completed and become effective. A Supplemental Interest may be transferred or exchanged, only upon the satisfaction of the conditions set forth in clauses (i) and (iii) above and the Transferor Interest may be pledged, only upon satisfaction of the conditions set forth in clause (iii) aboveii). (b) The Transferor Interest may be transferred in its entirety to a Permitted Transferee Assignee who is a Person which is a member of the “"affiliated group” " as defined in Section 1504(a) of the Code of which Transferor is a member without the consent or approval of the Noteholders, provided that (i) the Rating Agency Condition shall have been satisfied with respect to such transfer, (ii) Transferor shall have delivered to Owner Trustee, Indenture Trustee and each Rating Agency a Tax Opinion and an Opinion of Counsel of the type described in Section 3.04(a)(ii), dated the date of such transfer, with respect thereto and (iii) Transferor shall have delivered to Indenture Trustee an Officer’s 's Certificate stating that the Transferor Interest shall not be less than the Minimum Transferor Interest. In connection with any such transfer, the Person to whom the Transferor Interest is transferred will, by its acquisition and holding of an interest in the Transferor Interest, assume all of the rights and obligations of Transferor as described in this Agreement, each Transaction Document and in any supplement or amendment thereto (including the right under this paragraph (b) with respect to subsequent transfers of an interest in the Transferor Interest). (c) Owner Trustee may fully rely upon an Officer’s Certificate from Transferor to confirm that all conditions set forth in this Section 3.04(a) or (b), as applicable, have been met. (d) To the extent permitted by applicable law, any purported transfer by the Transferor of all or any part of its right, title and interest in and to the Transferor Interest or a Supplemental Interest which is not in compliance with the terms of this Section 3.04 will be null and void.