REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2014 • Synchrony Financial • Finance services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2014, is entered into by and between Synchrony Financial, a Delaware corporation (including its successors, the “Company”), and General Electric Capital Corporation, a Delaware corporation (“GECC”).
TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • April 25th, 2014 • Synchrony Financial • Finance services • New York
THIS TRANSITIONAL TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of , 2014 (the “Effective Date”), is made and entered into by and between GE Capital Registry, Inc. (“Licensor”) and Synchrony Financial (“Company”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • April 25th, 2014 • Synchrony Financial • Finance services
THIS EMPLOYEE MATTERS AGREEMENT (this “Employee Matters Agreement”) is executed effective as of [—], 2014, by and among GENERAL ELECTRIC COMPANY, a New York corporation (“GE”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”) and Synchrony Financial, a Delaware corporation (the “Company”).
GE CAPITAL RETAIL BANK and GEMB LENDING INC. AMENDED AND RESTATED RECEIVABLES PARTICIPATION AGREEMENT Dated as of February 29, 2012Receivables Participation Agreement • April 25th, 2014 • Synchrony Financial • Finance services
THIS AMENDED AND RESTATED RECEIVABLES PARTICIPATION AGREEMENT (this “Agreement”), dated as of February 29, 2012 (the “Amendment Date”), is made by and between GE CAPITAL RETAIL BANK, a federal savings bank (“Bank”), and GEMB LENDING INC., a Delaware corporation (“Purchaser”).
OPERATING AGREEMENT By and Between GE Capital Retail Bank and The Office of the Comptroller of the CurrencyOperating Agreement • April 25th, 2014 • Synchrony Financial • Finance services
WHEREAS, GE Capital Retail Bank, Draper, Utah (“Bank”) is a federal savings association supervised by the Office of the Comptroller of the Currency (“OCC”);
SERVICING AGREEMENT Dated as of February 29, 2012 by and between GE SALES FINANCE MASTER TRUST and GE CAPITAL RETAIL BANKServicing Agreement • April 25th, 2014 • Synchrony Financial • Finance services • Delaware
This SERVICING AGREEMENT, dated as of February 29, 2012 (this “Agreement” or the “Servicing Agreement”), is entered into by and between GE CAPITAL RETAIL BANK, a federal savings bank organized under the laws of the United States (“GE Capital Retail Bank”), in its capacity as Retained Interest Owner (as defined below) and in its capacity as the initial Servicer (as defined below), and GE SALES FINANCE MASTER TRUST, a Delaware statutory trust (“Issuer”).
SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PARTICIPATION AGREEMENTParticipation Agreement • April 25th, 2014 • Synchrony Financial • Finance services
This SECOND AMENDMENT, dated as of August 5, 2013 (this “Amendment”), between GE CAPITAL RETAIL BANK, a federal savings bank (formerly known as GE Money Bank, “Bank”), and GEMB LENDING INC., a Delaware corporation (“Purchaser”), to the Amended and Restated Receivables Participation Agreement, dated as of February 29, 2012 (as amended prior to the date hereof, the “GEMB Lending Participation Agreement”), between Bank and Purchaser.
FIRST AMENDMENT TO TRANSFER AGREEMENTTransfer Agreement • April 25th, 2014 • Synchrony Financial • Finance services • Delaware
This FIRST AMENDMENT TO TRANSFER AGREEMENT, dated as of September 19, 2012 (the “Amendment”), is entered into between GE SALES FINANCE HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware, as Transferor (the “Transferor”), and GE SALES FINANCE MASTER TRUST (the “Buyer”), pursuant to the Transfer Agreement referred to below.
CAPITAL ASSURANCE AND LIQUIDITY MAINTENANCE AGREEMENTCapital Assurance and Liquidity Maintenance Agreement • April 25th, 2014 • Synchrony Financial • Finance services • Utah
This Capital Assurance and Liquidity Maintenance Agreement (“CALMA”) is entered into by and among GE Capital Retail Bank, Draper, Utah (“Bank”), General Electric Capital Corporation (“Holding Company”), and each Immediate Parent Company (as “Immediate Parent Company” is defined in the Operating Agreement).
ADMINISTRATION AGREEMENT Between GE SALES FINANCE MASTER TRUST, as Trust and GE CAPITAL RETAIL BANK, as Administrator Dated as of February 29, 2012Administration Agreement • April 25th, 2014 • Synchrony Financial • Finance services • Delaware
ADMINISTRATION AGREEMENT, dated as of February 29, 2012, between GE SALES FINANCE MASTER TRUST, a Delaware statutory trust (the “Trust”) and GE CAPITAL RETAIL BANK, a federal savings bank organized under the laws of the United States, as administrator (the “Administrator”).
PARTICIPATION INTEREST SALE AGREEMENT between GEMB LENDING INC., Seller, and GE SALES FINANCE HOLDING, L.L.C. Buyer Dated as of February 29, 2012Participation Interest Sale Agreement • April 25th, 2014 • Synchrony Financial • Finance services • New York
PARTICIPATION INTEREST SALE AGREEMENT, dated as of February 29, 2012 (this “Agreement”), between GEMB LENDING INC., a Delaware corporation, as Seller (“Seller”) and GE SALES FINANCE HOLDING, L.L.C., a Delaware limited liability company, as Buyer (“Buyer”).
TRANSFER AGREEMENT between GE SALES FINANCE HOLDING, L.L.C., Transferor, and GE SALES FINANCE MASTER TRUST, Buyer, Dated as of February 29, 2012Transfer Agreement • April 25th, 2014 • Synchrony Financial • Finance services • New York
TRANSFER AGREEMENT, dated as of February 29, 2012 (this “Agreement”), between GE SALES FINANCE HOLDING, L.L.C., a Delaware limited liability company, as Transferor (“Transferor”) and GE SALES FINANCE MASTER TRUST, a Delaware statutory trust, as Buyer (“Buyer”).
FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PARTICIPATION AGREEMENTParticipation Agreement • April 25th, 2014 • Synchrony Financial • Finance services
This FIRST AMENDMENT, dated as of August 17, 2012 (this “Amendment”), between GE CAPITAL RETAIL BANK, a federal savings bank (formerly known as GE Money Bank, “Bank”), and GEMB LENDING INC., a Delaware corporation (“Purchaser”), to the Amended and Restated Receivables Participation Agreement, dated as of February 29, 2012 (the “GEMB Lending Participation Agreement”), between Bank and Purchaser.
INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENTIntellectual Property Cross License Agreement • April 25th, 2014 • Synchrony Financial • Finance services • New York
This INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this “Agreement”), dated as of , 2014 (the “Effective Date”), is made and entered into by and between General Electric Company, a New York corporation (“GE”) and General Electric Capital Corporation, a Delaware corporation (“GECC”), on the one hand, and Synchrony Financial, a Delaware corporation (“Company”), on the other hand.
SECOND AMENDMENT TO TRANSFER AGREEMENTTransfer Agreement • April 25th, 2014 • Synchrony Financial • Finance services • Delaware
This SECOND AMENDMENT TO TRANSFER AGREEMENT, dated as of March 21, 2014 (the “Amendment”), is entered into between GE SALES FINANCE HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware, as Transferor (the “Transferor”), and GE SALES FINANCE MASTER TRUST (the “Buyer”), pursuant to the Transfer Agreement referred to below.
GE SALES FINANCE MASTER TRUST AMENDED AND RESTATED TRUST AGREEMENT between GE SALES FINANCE HOLDING, L.L.C., and BNY MELLON TRUST OF DELAWARE, as the Trustee Dated as of February 29, 2012Trust Agreement • April 25th, 2014 • Synchrony Financial • Finance services • Delaware
AMENDED AND RESTATED TRUST AGREEMENT OF GE SALES FINANCE MASTER TRUST (as amended or supplemented from time to time, this “Agreement”) dated as of February 29, 2012 between GE SALES FINANCE HOLDING, L.L.C. (“GE Sales Finance Holding”), a Delaware limited liability company, and BNY Mellon Trust of Delaware, a Delaware bank corporation, as Trustee (the “Trustee”).
FIRST AMENDMENT TO PARTICIPATION INTEREST SALE AGREEMENTParticipation Interest Sale Agreement • April 25th, 2014 • Synchrony Financial • Finance services
This FIRST AMENDMENT TO PARTICIPATION INTEREST SALE AGREEMENT, dated as of September 19, 2012 (this “Amendment”), is entered into between: (i) GEMB LENDING INC., a Delaware corporation (“Seller”); and (ii) GE SALES FINANCE HOLDING, L.L.C., a Delaware limited liability company (“Buyer”).
TRANSITIONAL SERVICES AGREEMENT by and between GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”) and SYNCHRONY FINANCIAL (the “Company”) DATED , 2014Transitional Services Agreement • April 25th, 2014 • Synchrony Financial • Finance services
SECOND AMENDMENT TO PARTICIPATION INTEREST SALE AGREEMENTParticipation Interest Sale Agreement • April 25th, 2014 • Synchrony Financial • Finance services • Delaware
This SECOND AMENDMENT TO PARTICIPATION INTEREST SALE AGREEMENT, dated as of March 21, 2014 (this “Amendment”), is entered into between: (i) GEMB LENDING INC., a Delaware corporation (“Seller”); and (ii) GE SALES FINANCE HOLDING, L.L.C., a Delaware limited liability company (“Buyer”).
