SF-3

As filed with the Securities and Exchange Commission on July 8, 2026

Registration Nos. 333-[●] and 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SF-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BREAD FINANCIAL CARD ISSUANCE TRUST

(Issuing entity in respect of the Notes)

BREAD FINANCIAL FUNDING, LLC

(Depositor)

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Organization) 84-2421854
(I.R.S. Employer Identification Number)

Commission File Number of depositor:

333-[●]

Central Index Key Number of depositor:

0001965221

Central Index Key Number of sponsor:

0002142858

COMENITY CAPITAL BANK

(Exact Name of Sponsor as Specified in its Charter)

3095 Loyalty Circle

Columbus, Ohio 43219

(614) 729-4000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Thomas J. McGuire

Comenity Capital Bank

12921 S. Vista Station Boulevard

Draper, UT 84020

(801) 527-2272

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Joseph L. Motes III Executive Vice President, Chief Administrative Officer, General Counsel & Secretary Bread Financial Holdings, Inc. 2600 Network Boulevard, Suite 600 Frisco, Texas 75034 (214) 494-3000 Robert Moyle, Esq.
Orrick, Herrington & Sutcliffe LLP
51 West 52nd Street
New York, New York 10019-6142
(212) 506-5189

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form SF-3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall subsequently become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be amended. We may not sell the notes described in this prospectus until we deliver a final prospectus. This prospectus is not an offer to sell and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED [●] [●], 20[●]

Prospectus dated [●] [●], 20[●]

Series 20[●]- [●]

$[●]* Class A [Fixed][Floating] Rate Asset Backed Notes

[$[●]* Class B [Fixed][Floating] Rate Asset Backed Notes]

Bread Financial Card Issuance Trust

Issuing Entity

(CIK 0002142974)

Bread Financial Funding, LLC

Depositor and Transferor

(CIK 0001965221)

Comenity Capital Bank

Sponsor, Originator and Servicer

(CIK 0002142858)

	Class A Notes	[Class B Notes]
Stated principal amount	$[●]*	$[●]*
Note interest rate	[SOFR Rate plus](1)	[SOFR Rate plus](1)
	[●]% per year	[●]% per year
Interest distribution dates	[15th] day of each calendar month, beginning in [●] 20[●]	[15th] day of each calendar month, beginning in [●] 20[●]
Expected final distribution date	[●][●], 20[●]	[●][●], 20[●]
Series legal maturity date	[●][●], 20[●]	[●][●], 20[●]
Price to public	$[●] (or [●]%)	$[●] (or [●]%)
Underwriting discount	$[●] (or [●]%)	$[●] (or [●]%)
Proceeds to the issuing entity	$[●] (or [●]%)	$[●] (or [●]%)

* Subject to increase or decrease as discussed under “Introduction.”

[⁽¹⁾  The [Class A notes] [and the] [Class B notes] will accrue interest at a floating rate based on a benchmark, which will initially be the “SOFR Rate” plus a spread. If the sum of the SOFR Rate plus [●]% is less than 0.00% for any Interest Period, then the interest rate for the [Class A notes] [and the] [Class B notes] for such Interest Period will be deemed to be 0.00%. For a description of how interest will be calculated on the [Class A notes] [and the] [Class B notes], see “The Notes – Interest Payments.” For a description of how the benchmark may change in certain situations after the closing date, see “The Notes – Interest Payments – Effect of Benchmark Transition Event.”]

In addition to the Class A notes, and as part of Series 20[●]-[●], the issuing entity will issue the Class B notes in the initial stated principal amount of $[●]*. The Class B notes will be subordinate to the Class A notes and will be acquired and held by an affiliate of the issuing entity. [The Class B notes are not being offered by this prospectus.] An affiliate of the issuing entity will retain any class of notes (or portion thereof) offered by this prospectus but not sold.

The Class A notes benefit from credit enhancement in the form of the subordination of the Class B notes.

[The [Class A notes] [and the] [Class B notes] will be issued as fixed rate notes, floating rate notes or in tranches of some portion of each type. In this prospectus, the Series 20[●]-[●] notes that bear interest at a floating rate are referred to as “floating rate notes” and the Series 20[●]-[●] notes that bear interest at a fixed rate are referred to as “fixed rate notes.” The portion of each class of notes that will bear interest at a fixed rate and the portion of each class of notes that will bear interest at a floating rate will be set forth in the final prospectus.]

The primary assets of the issuing entity are receivables arising in designated credit card accounts owned by Comenity Capital Bank.

You should consider the discussion under “Risk Factors” beginning on page [25] before you purchase any notes.

The Series 20[●]-[●] notes are obligations of the issuing entity only and are not obligations of or interests in Comenity Capital Bank, Bread Financial Funding, LLC, any of their affiliates or any other person.

The Series 20[●]-[●] notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

Neither the Securities and Exchange Commission nor any state securities commission has approved these notes or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Underwriters

[Underwriter No. 1] [Underwriter No. 2]  [Underwriter No. 3] [Underwriter No. 4]

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS

You should rely only on the information provided in this prospectus including the information incorporated by reference. We have not authorized anyone to provide you with different information.

It is important for you to read and consider all information contained in this prospectus in making your investment decision.

We are not offering the Series 20[●]-[●] notes in any state where the offer is not permitted. We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on the cover.

Information regarding certain entities that are not affiliates of Comenity Capital Bank has been provided in this prospectus. See in particular “Transaction Parties – The Indenture Trustee,” “– The Owner Trustee” and “– Asset Representations Reviewer.” The information contained in those sections of this prospectus was prepared by the party described in such section without any input from Comenity Capital Bank or any of its affiliates.

We include cross-references in this prospectus to captions in these materials where you can find further related discussions. The Table of Contents in this prospectus provides the pages on which these captions are located.

Parts of this prospectus use defined terms. You can find a listing of defined terms in the “Glossary of Defined Terms” beginning on page [146].

In this prospectus, the terms “we,” “us” and “our” generally refer to Bread Financial Funding, LLC.

Forward-Looking Statements

In this prospectus and in the documents incorporated herein by reference, we may make statements relating to the future performance of, or the effect of various circumstances on, the bank and its affiliates, the transferor, the issuing entity or the notes that may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These “forward-looking statements” are not historical facts and represent only our beliefs and expectations regarding future events, any of which, by their nature, are inherently uncertain and beyond our control. The actual outcomes may differ materially from those included in the forward-looking statements. Forward-looking statements are typically identified by the words “believe,” “expect,” “anticipate,” “intent,” “estimate” and similar expressions. These statements may relate to, among other things, effects of the economic environment, effects of insolvency, arbitration or litigation proceedings and of legislation or regulatory actions. Actual results may differ materially from those expressed or implied as a result of certain risks and uncertainties, including, but not limited to, changes in political and economic conditions, market conditions, interest rate fluctuations, geopolitical uncertainty, competitive product and pricing pressures, consumer bankruptcies and inflation, technological changes, the impact of current, pending or future legislation and regulation (including regulatory changes specifically intended to address financial markets, capital requirements and liquidity reserves, securitizations, sales of financial assets, credit origination, and billing and collection practices), changes in fiscal, monetary, regulatory, trade, immigration, accounting and tax policies, monetary fluctuations, and success in gaining regulatory approvals when required, as well as other risks and uncertainties, including, but not limited to, those described in the “Risk Factors.” The economic uncertainties and downturns, financial market fluctuations and other conditions beyond our control increase uncertainty regarding future economic conditions and may increase the risk that actual results may differ from those expected. Accordingly, you are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except to the extent required by law.

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Notice to Investors: United Kingdom

This prospectus is not a prospectus for the purposes of the Public Offers and Admissions to Trading Regulations 2024, as amended (the “POATRs”) or the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook of the handbook of rules and guidance (the “FCA Handbook”) adopted by the Financial Conduct Authority (the “FCA”) of the United Kingdom (the “UK”).

The Series 20[●]-[●] notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any UK Retail Investor in the UK. In this prospectus, a “UK Retail Investor” means a person who is either one (or both) of: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended); or (ii) not a qualified investor, as defined in paragraph 15 of Schedule 1 to the POATRs. Consequently, no disclosure document required by the Product Disclosure sourcebook (the “DISC”) of the FCA Handbook for offering, selling or distributing the Series 20[●]-[●] notes or otherwise making them available to UK Retail Investors in the UK has been prepared and therefore offering, selling or distributing the Series 20[●]-[●] notes or otherwise making them available to any UK Retail Investor in the UK may be unlawful under the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024 (as amended).

This prospectus and any other material relating to the Series 20[●]-[●] notes may only be communicated or caused to be communicated in the UK to persons who (A) have professional experience in matters relating to investments and qualify as “investment professionals” under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (B) are persons falling within Article 49(2)(a) to (d) (“High net worth companies, unincorporated associations etc.”) of the Order or (C) are persons to whom this prospectus may otherwise lawfully be communicated or caused to be communicated (all such persons in (A), (B) and (C) together being referred to as “Relevant Persons”). In the UK, the Series 20[●]-[●] notes are only available to, and any investment or investment activity to which this prospectus relates, including the Series 20[●]-[●] notes, will be engaged in only with, Relevant Persons. Any person in the UK that is not a Relevant Person should not act or rely on this prospectus or any of its contents.

Notice to Investors: European Economic Area

This prospectus is not a prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the “EU Prospectus Regulation”).

The Series 20[●]-[●] notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any EU Retail Investor in the European Economic Area (the “EEA”). In this prospectus, an “EU Retail Investor” means a person who is one (or more) of: (i) a retail client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor, as defined in Article 2 of the EU Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “EU PRIIPs Regulation”) for offering, selling or distributing the Series 20[●]-[●] notes or otherwise making them available to EU Retail Investors in the EEA has been prepared and therefore offering, selling or distributing the Series 20[●]-[●] notes or otherwise making them available to any EU Retail Investor in the EEA may be unlawful under the EU PRIIPs Regulation.

EU and UK Risk Retention Requirements

On the date of issuance of the Series 20[●]-[●] notes, the bank will covenant and agree, with reference to the EU Securitization Regulation and the UK Securitization Framework, in each case as in effect and applicable on the date of issuance of the Series 20[●]-[●] notes, that it will: (a) as “originator” for the purposes of the EU Securitization Regulation and the UK Securitization Framework, retain, continually and on an ongoing basis for as long as any Series 20[●]-[●] notes remain outstanding, a material net economic interest in the transaction comprising all series of notes and any other interests issued by, and all Receivables owned by, the issuing entity (the “Securitization Transaction”), which is not less than 5% of the nominal value of the securitized exposures (being the Receivables),

ii

in the form of an originator’s interest as provided in (i) paragraph (b) of Article 6(3) of the EU Securitization Regulation, (ii) paragraph (b) of Article 6(3) of Chapter 2 of the PRASR and (iii) paragraph 1(b) of SECN 5.2.8R (each as in effect on the date of issuance of the Series 20[●]-[●] notes), by holding all of the membership interests in the transferor, which in turn will retain, continually and on an ongoing basis for as long as any Series 20[●]-[●] notes remain outstanding, all or part of the transferor’s interest, and which originator’s interest ranks pari passu with or is subordinated to the portion of such securitized exposures allocated to the notes issued by the issuing entity (the “Retained Interest”); (b) not change the retention option or method of calculating the Retained Interest, except in accordance with both the EU Securitization Rules and the UK Securitization Rules; and (c) not (and not permit any of its affiliates to) subject the Retained Interest to any credit risk mitigation or any other hedge, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the Retained Interest, except in accordance with both the EU Securitization Rules and the UK Securitization Rules.

Each prospective investor that is an EU Affected Investor should be aware that none of the bank, the transferor, the issuing entity, the underwriters, the indenture trustee, the owner trustee, the other parties to the transaction described in this prospectus, nor any of their respective affiliates, has taken, or intends to take, any action for the purpose of (i) causing any statements or reports to be produced in a form prescribed by, or to contain any information prescribed by, Article 7 of the EU Securitization Regulation or any other applicable EU Securitization Rules or (ii) making available any other document or information prescribed by Article 7 of the EU Securitization Regulation or any other applicable EU Securitization Rules. Consequently, the Series 20[●]-[●] notes may not be a suitable investment for any person that is now or may in the future be subject to the EU Investor Requirements.

Each prospective investor that is a UK Affected Investor should be aware that none of the bank, the transferor, the issuing entity, the underwriters, the indenture trustee, the owner trustee, the other parties to the transaction described in this prospectus, nor any of their respective affiliates, will undertake to provide any additional information, documents or reports specifically for purposes of, or in connection with, compliance by any investor with the requirement in paragraph 1(e) of regulation 32B of the SR 2024, paragraph (1)(e) of SECN 4.2.1R and/or Article 5(1)(e) of Chapter 2 of the PRASR that, prior to holding a securitization position, relevant institutional investors must verify that the originator, sponsor or securitisation special purpose entity (“SSPE”) of the relevant securitization has made available sufficient information to enable the institutional investor independently to assess the risks of holding the securitization position and has committed to make further information available on an ongoing basis, as appropriate (the “UK Transparency DD Requirement”) (and, for the avoidance of doubt, no such person intends or will undertake to make available to investors the information referred to in SECN 6, SECN 11 or SECN 12 or Article 7 of Chapter 2, Chapter 5 or Chapter 6 of the PRASR). UK Affected Investors should therefore independently consider, among other things, whether the information in this prospectus or to be provided in the reports described in “The Indenture – Reports” in this prospectus or otherwise is sufficient for it to be able to satisfy the UK Transparency DD Requirement.

Except as described herein, no party to the transaction described in this prospectus will undertake, or intends, to take or refrain from taking any action with regard to such transaction in a manner prescribed or contemplated by the EU Securitization Rules or the UK Securitization Rules, or to take any action for purposes of, or in connection with, facilitating or enabling compliance by any EU Affected Investor with the EU Investor Requirements, by any UK Affected Investor with the UK Investor Requirements or by any person with any other law or regulation now or hereafter in effect in the EU, the EEA or the UK in relation to risk retention, due diligence and monitoring, credit granting standards, transparency or any other conditions with respect to investments in securitization transactions.

None of the bank, the transferor, the issuing entity, the underwriters, the indenture trustee, the owner trustee, the other parties to the transaction described in this prospectus, nor any of their respective affiliates, makes any representation that the agreement by the bank to retain the Retained Interest as described in this prospectus, the other information in this prospectus or the information to be provided in the monthly reports to noteholders or otherwise available or to be provided to noteholders are or will be sufficient in all circumstances for purposes of any person’s compliance with the EU Investor Requirements or the UK Investor Requirements, as applicable, and/or any corresponding national measures that may be relevant, or with any other applicable legal, regulatory or other requirements.

iii

Additionally, by their acceptance of the applicable Series 20[●]-[●] notes, each noteholder agrees that in no event shall the indenture trustee have any responsibility to monitor compliance with, calculate, provide or otherwise make available information required by the EU Securitization Rules, the UK Securitization Rules or any other similar rules or regulations. The indenture trustee shall not be charged with knowledge of such rules, nor shall it be liable to any noteholder or any other party for a violation of such rules or regulations now or hereinafter in effect.

Any failure by an EU Affected Investor to comply with the EU Investor Requirements or by a UK Affected Investor to comply with the UK Investor Requirements, in either case with respect to an investment in the Series 20[●]-[●] notes, may result in regulatory sanctions and/or remedial measures being imposed or taken by such investor’s relevant regulatory authority, including, in the case of an EU Affected Investor or a UK Affected Investor that is subject to regulatory capital requirements, the imposition of a punitive capital charge on the Series 20[●]-[●] notes acquired by such investor.

The EU Securitization Rules and the UK Securitization Rules and any changes to the regulation or regulatory treatment of the Series 20[●]-[●] notes for some or all investors may negatively impact the regulatory position of noteholders, prospective investors and/or investment managers and have an adverse impact on the value and liquidity of the Series 20[●]-[●] notes. Prospective investors should analyze their own legal and regulatory position, and are encouraged to consult with their own investment and legal advisors, regarding application of and compliance with the EU Investor Requirements, the UK Investor Requirements and other applicable regulations and the suitability of the Series 20[●]-[●] notes for investment.

Please see “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market” for more information.

Compliance with Registrant Requirements

We have performed various reviews relating to compliance with the registration requirements and as of the date of this prospectus we have met the registration requirements required by General Instruction I.A.1 of Form SF-3.

Volcker Rule Considerations

The issuing entity is not now, and immediately following the issuance of the Series 20[●]-[●] notes on the closing date will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”). In making this determination, on the date of this prospectus and immediately following the issuance of the Series 20[●]-[●] notes on the closing date, the issuing entity will be relying on an exemption from registration set forth in Rule 3a-7 under the Investment Company Act, although the issuing entity may be entitled to rely on other statutory or regulatory exclusions and exemptions under the Investment Company Act on the date of this prospectus, on the closing date or in the future. The issuing entity has been structured so as not to constitute a “covered fund” for purposes of the regulations adopted under Section 13 of the Bank Holding Company Act of 1956, as amended, commonly referred to as the “Volcker Rule.”

iv

Transaction Summary

Issuing Entity:	Bread Financial Card Issuance Trust
Depositor and Transferor:	Bread Financial Funding, LLC
Sponsor, Servicer and Administrator:	Comenity Capital Bank
Originator of the Receivables:	Comenity Capital Bank
Owner Trustee:	BNY Mellon Trust of Delaware
Indenture Trustee:	U.S. Bank Trust Company, National Association
Asset Representations Reviewer:	FTI Consulting, Inc.
Expected Issuance Date:	[●][●], 20[●]
Servicing Fee Rate:	[●]%
Clearance and Settlement:	DTC[/Clearstream Banking]
Groups:	Shared Excess Available Finance Charge Collections Group [●] Shared Excess Available Principal Collections Group [●]

	Class A Notes	[Class B Notes]
Stated Principal Amount:	$[●]*	$[●]*
Anticipated Ratings:	We expect that the Class A notes will receive credit ratings from [two] nationally recognized statistical rating organizations hired by the transferor to rate the notes	[We expect that the Class B notes will receive credit ratings from [two] nationally recognized statistical rating organizations hired by the transferor to rate the notes]
Credit Enhancement:	Subordination of Class B notes	[Excess Spread]
Note Interest Rate:	[SOFR Rate plus] [●]% per year[**]	[SOFR Rate plus] [●]% per year[**]
Interest Accrual Method:	[30][Actual]/360	[30][Actual]/360
Interest Distribution Dates:	Monthly ([15th])	Monthly ([15th])
First Interest Distribution Date:	[●][●], 20[●]	[●][●], 20[●]
Commencement of Controlled Accumulation Period (subject to adjustment):	[●][●], 20[●]	[●][●], 20[●]
Denominations:	The Class A notes will be issued in minimum denominations of $[●] and in integral multiples of $[●]	[The Class B notes will be issued in minimum denominations of $[●] and in integral multiples of $[●]]
Expected Final Distribution Date:	[●][●], 20[●]	[●][●], 20[●]
Series Legal Maturity Date:	[●][●], 20[●]	[●][●], 20[●]
Benefit Plan Eligibility (investors are cautioned to consult with their counsel):	Yes, subject to important considerations described in “Certain Considerations for ERISA and Other U.S. Benefit Plans”	[Yes, subject to important considerations described in “Certain Considerations for ERISA and Other U.S. Benefit Plans”]
Debt for United States Federal Income Tax Purposes (investors are cautioned to consult with their tax counsel):	Yes, subject to important considerations described in “Federal Income Tax Consequences”	[Yes, subject to important considerations described in “Federal Income Tax Consequences”]

* Subject to increase or decrease as discussed under “Introduction.”

** The [Class A notes] [and the] [Class B notes] will accrue interest at a floating rate based on a benchmark, which will initially be the “SOFR Rate” plus a spread. If the sum of the SOFR Rate plus [●]% is less than 0.00% for any Interest Period, then the interest rate for the [Class A notes] [and the] [Class B notes] for such Interest Period will be deemed to be 0.00%. For a description of how interest will be calculated on the [Class A notes] [and the] [Class B notes], see “The Notes – Interest Payments.” For a description of how the benchmark may change in certain situations after the closing date, see “The Notes – Interest Payments – Effect of Benchmark Transition Event.”

v

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY		1
Risk Factors		1
Securities Offered		4
The Issuing Entity		4
Sponsor		4
Depositor and Transferor		5
Servicer and Administrator		5
Indenture Trustee		6
Owner Trustee		6
Asset Representations Reviewer		6
The Issuing Entity’s Assets		6
Addition and Removal of Assets		7
Series and Classes of Notes		10
Transferor Amount		10
FDIC Rule Risk Retention		11
Credit Risk Retention		11
Required Pool Balance		11
Stated Principal Amount, Outstanding Principal Amount, Adjusted Outstanding Principal Amount and Allocation Amount		12
Interest		13
Principal		14
Subordination; Credit Enhancement		14
Limit on Repayment		14
Redemption and Early Amortization of the Notes		15
Events of Default		16
Allocations of Collections		17
Revolving Period		17
Application of Collections		17
Fees and Expenses Payable from Collections		20
Servicer Compensation		20
Shared Excess Available Finance Charge Collections		20
Shared Excess Available Principal Collections		21
Issuing Entity Accounts		21
Ratings		22
Investment Company Act		22
Tax Status		22
Certain Considerations for ERISA and Other U.S. Benefit Plans		23
Registration, Clearance and Settlement		23
Underwriting of Receivables		23
RISK FACTORS		25
Business Risks Relating to the Bank’s Credit Card Business		25
Insolvency and Security Interest Related Risks		32
Other Legal and Regulatory Risks		36
Transaction Structure Risks		48

	Page
[Risks Relating to the Issuance of Floating Rate Notes and the Uncertainty of SOFR]		52
General Risk Factors		56
GLOSSARY		58
USE OF PROCEEDS		58
INTRODUCTION		59
THE NOTES		59
Stated Principal Amount, Outstanding Principal Amount, Adjusted Outstanding Principal Amount and Allocation Amount		60
Interest Payments		62
Principal Payments		67
Redemption and Early Amortization of the Notes		69
Subordination of Interest and Principal		70
Issuing Entity Assets and Accounts		70
Issuances of New Series and Classes of Notes		72
Payments on Notes; Paying Agent		73
Denominations		73
Record Date		73
Governing Law		74
Form, Exchange and Registration and Transfer of Notes		74
Book-Entry Notes		74
The Depository Trust Company		76
[Clearstream Banking		76
Distributions on Book-Entry Notes		76
Global Clearance and Settlement Procedures		77
Definitive Notes		77
Replacement of Notes		78
DEPOSIT AND APPLICATION OF FUNDS		78
Allocations of Finance Charge Collections, Principal Collections, the Default Amount and the Servicing Fee		78
Release of Principal Collections		80
Payments of Interest, Fees and Other Items		80
Reductions in the Series Allocation Amount Due to Charge-Offs and Reallocated Principal Collections		81
Payments of Principal		82
Limit on Allocations of Series Available Principal Collections and Series Available Finance Charge Collections		82
Sale of Assets		83
Deposits to the Accumulation Reserve Account		84

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TABLE OF CONTENTS

(continued)

	Page
Withdrawals from the Accumulation Reserve Account		84
Final Payment of the Notes		85
Groups		85
Shared Excess Available Finance Charge Collections		85
Shared Excess Available Principal Collections		86
Servicer Compensation		87
Underwriting		87
TRANSACTION PARTIES		89
The Issuing Entity		89
The Sponsor		91
The Depositor and Transferor		91
The Indenture Trustee		92
The Owner Trustee		93
Asset Representations Reviewer		94
THE BANK’S CREDIT CARD BUSINESS		94
General		94
Program Agreements		95
Marketing Program and Account Origination		96
Underwriting Process		98
Securitization Experience		99
Bread Financial Products and Services		99
Servicing Procedures		99
Collection Efforts		100
SOURCES OF FUNDS TO PAY THE NOTES		100
General		100
Deposits in Collection Account		101
Transferor Amount		102
FDIC Rule Risk Retention		103
Credit Risk Retention		103
Required Pool Balance		103
Allocations of Amounts to the Excess Funding Account and Allocations of Amounts on Deposit in the Excess Funding Account		104
Addition of Assets		105
Removal of Assets		106
Discount Option		108
Issuing Entity Accounts		108
Representations, Warranties and Reassignment of Assets		109
Consumer Protection Laws		114
Asset Representation Review		115
CERTAIN MATTERS REGARDING THE SERVICER AND THE ADMINISTRATOR OF THE ISSUING ENTITY		118
Servicer Default		119
Evidence as to Compliance		120

	Page
Indemnification		120
Collection and Other Servicing Procedures		121
Outsourcing of Servicing		121
Merger or Consolidation of the Transferor or the Servicer		122
Assumption of the Transferor’s Obligations		123
Legal Proceedings		123
THE INDENTURE		124
Indenture Trustee		124
Securities Intermediary		126
Issuing Entity Covenants		126
Early Amortization Events		127
Events of Default		127
Events of Default Remedies		128
Voting		130
Dispute Resolution		130
Amendments to the Indenture and the Indenture Supplements		131
Tax Opinions for Amendments		134
Defeasance		134
Addresses for Notices		134
Investor Communication		134
Issuing Entity’s Annual Compliance Statement		135
Indenture Trustee’s Annual Report		135
List of Noteholders		135
Reports		135
DTC Voting Guidelines		136
FEDERAL INCOME TAX CONSEQUENCES		137
General		137
Description of Opinions		137
Tax Characterization of the Issuing Entity and the Notes		138
Consequences to Holders of an Interest in the Offered Notes		139
State and Local Tax Consequences		142
CERTAIN CONSIDERATIONS FOR ERISA AND OTHER U.S. BENEFIT PLANS		142
Tax Consequences to Benefit Plans		143
PLAN OF DISTRIBUTION		144
Legal Matters		145
Where You Can Find More Information		145
GLOSSARY OF DEFINED TERMS		146
Annex I		A-I-1
Annex II		A-II-1

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Prospectus Summary

This summary does not contain all the information you may need to make an informed investment decision. You should read the entire prospectus before you purchase any notes.

Risk Factors

Investment in the Series 20[●]-[●] notes involves risks, including business risks, insolvency and security interest related risks, other legal and regulatory risks, and transaction structure risks, most of which could result in accelerated, delayed or reduced payments on your notes. We have summarized these risks below and described them more fully under the heading “Risk Factors,” beginning on page [25]. You should consider these risks carefully.

Business Risks Relating to the Bank’s Credit Card Business

• Economic, political, market, health, global and social events or conditions may have a material adverse impact on the bank’s credit card business.

• The bank may change the terms and conditions of the accounts in a way that reduces collections.

• Payment and origination patterns of receivables and brand partner operations could reduce collections.

• Termination of certain credit card programs could lead to a reduction of receivables in the issuing entity.

• The issuing entity’s receivables may be concentrated in a limited number of brand partner programs.

• The bank’s ability to originate and service receivables is dependent upon its continued access to funding sources.

• Failure to safeguard the bank’s databases and consumer privacy could affect the bank’s reputation among its clients and their customers and may expose the bank to legal claims or regulatory enforcement actions.

• The bank is subject to risks of fraud, which could result in higher charge-off rates.

• The bank’s credit card operations could be adversely impacted if affiliates and third-party service providers fail to fulfill their obligations.

• Technology transformation projects are complex undertakings, which may result in unanticipated consequences that may adversely impact the bank’s credit card business.

• Loss of data center capacity, interruption due to cyber-attacks, loss of network links or inability to utilize proprietary software of affiliates or third-party service providers could affect the bank’s ability to timely meet the needs of its clients and their customers.

• The bank and its affiliates may not be successful in realizing the benefits associated with acquisitions, dispositions and strategic investments, and its business and reputation could be materially adversely affected.

• Adverse developments affecting the economy and the financial services industry, may have a material adverse effect on the bank.

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• [Planned merger of Comenity Bank with and into the bank may affect origination and servicing operations and the composition of the portfolio.]

Insolvency and Security Interest Related Risks

• The conservatorship, receivership, bankruptcy, or insolvency of the bank, BFF or other parties to the transactions could result in accelerated, delayed, or reduced payments to you.

• The transferor and the bank may consolidate, merge or transfer obligations without your consent, which could delay or reduce payments on your notes.

• It may be difficult to appoint a suitable successor servicer if the bank ceases to act as servicer; reliance on outsourced servicing functions could increase transition risk.

• Some interests could have priority over the indenture trustee’s interest in the receivables, which could cause delayed or reduced payments to you.

• The indenture trustee may not have a perfected security interest in collections commingled by the servicer with its own funds, which could cause delayed or reduced payments to you.

Other Legal and Regulatory Risks

• A foreign person’s investment in the notes may be treated as being engaged in a U.S. trade or business.

• Regulatory action could result in losses or delays in payment.

• The bank, BFF and the issuing entity could be named as defendants in litigation, resulting in increased expenses and greater risk of loss on your notes.

• Changes to consumer protection laws, regulations and regulatory agencies’ interpretations of those laws and regulations, may impede origination or collection efforts, change account holder use patterns, or reduce collections, any of which may result in acceleration of or reduction in payment on your notes.

• Financial regulatory reforms could adversely impact the issuing entity or your notes, including by impeding origination or collection efforts, changing account holder use patterns, or reducing collections.

• Changes to federal or state bankruptcy or debtor laws may impede collection efforts or alter timing and amount of collections, which may result in acceleration or reduction in payment of your notes.

• EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.

Transaction Structure Risks

• Credit card rates may decline without a corresponding change in the amounts needed to pay the notes, which could result in a delay or reduction in payments of your notes.

• Allocations of default amounts on principal receivables or uncovered dilution could result in a reduction in payment on your notes.

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• Yield and payments on the receivables could decrease, resulting in receipt of principal payments earlier than the expected final distribution date.

• [Subordinated notes bear losses before senior notes. If you own subordinated notes, the priority of allocations among classes of notes may result in payment on your notes being reduced or delayed.]

• The composition of the issuing entity’s assets may change, which may decrease the credit quality of the assets securing your notes. If this occurs, your receipt of payments of principal and interest may be reduced, delayed or accelerated.

• The bank may not be able to generate new receivables when required, or BFF may not be able to designate new accounts to the issuing entity when required by the transfer agreement. This could result in an acceleration of or reduction in payments on your notes.

• Recharacterization of principal receivables as finance charge receivables may require the addition of new receivables.

• If representations and warranties relating to the receivables are breached, payments on your notes may be reduced.

• Issuance of additional notes may affect your voting rights and the timing and amount of payments.

• You may have limited or no ability to control actions under the indenture, the transfer agreement or the servicing agreement. This may result in, among other things, payment of principal being accelerated or not, potentially contrary to your benefit.

• If an event of default occurs, your remedy options are limited and you may not receive full payment of principal and accrued interest.

[Risks Relating to the Issuance of Floating Rate Notes and the Uncertainty of SOFR

• SOFR is relatively new and its composition and characteristics are not the same as LIBOR.

• Any failure of SOFR to maintain market acceptance could adversely affect your notes.

• A decrease in SOFR would reduce the rate of interest on your notes.

• The issuing entity may issue floating rate notes, but the issuing entity will not enter into any interest rate swaps and you may suffer losses on your notes if interest rates rise.

• Risks relating to Compounded SOFR.

• Changes to or elimination of SOFR or the determinations made by the administrator may adversely affect your notes.]

General Risk Factors

• Social, economic and geographic factors may cause a delay in or default on payments.

• It may not be possible to find an investor to purchase your notes.

• You may not be able to reinvest any proceeds from an early amortization of your notes in a comparable security.

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• The market value of the notes could decrease if the ratings of the notes are lowered or withdrawn or if there is an unsolicited issuance of a lower rating.

Securities Offered

$[●] of Class A notes. [$[●] of Class B notes].

Credit enhancement for the Class A notes is provided by the issuance of $[●] of Class B notes which are subordinate to the Class A notes. See “The Notes – Subordination of Interest and Principal.”

This series has an initial stated principal amount of $[●]. However, the stated principal amount of the series may be increased or decreased. Any such increase or decrease will be reflected in the final prospectus.

[The Class B notes are not offered by this prospectus.]

In this prospectus, any references to the “Series 20[●]-[●] notes” means, collectively, the Class A notes and the Class B notes.

The Issuing Entity

Bread Financial Card Issuance Trust, a Delaware statutory trust, is the issuing entity of the notes. It was established under the laws of the State of Delaware on January 30, 2026. Its address is in care of BNY Mellon Trust of Delaware, as owner trustee, at 103 Bellevue Parkway, Wilmington, DE 19809.

We refer to the Bread Financial Card Issuance Trust as the “issuing entity.”

The issuing entity:

• may periodically issue notes in one or more series or classes;

• owns receivables that arise in designated credit card accounts from approved portfolios owned by Comenity Capital Bank;

• owns payments due on those receivables; and

• may own other property described in this prospectus.

The Series 20[●]-[●] notes are issued by, and obligations of, the issuing entity. The issuing entity expects to issue other series of notes, which may have different stated principal amounts, interest rates, interest distribution dates, expected final distribution dates, series legal maturity dates and other characteristics. See “The Notes – Issuances of New Series and Classes of Notes.”

[Only the Class A notes of the Series 20[●]-[●] notes are being offered through this prospectus. The Class B notes are not being offered by this prospectus.] Other series and classes of notes may be issued by the issuing entity in the future without the consent of, or notice to, any noteholders.

See “Annex II: Outstanding Series and Classes of Notes” for information on the other series of outstanding notes. See also “Risk Factors – Transaction Structure Risks – Issuance of additional notes may affect your voting rights and the timing and amount of payments to you.”

Sponsor

Comenity Capital Bank, a Utah industrial bank, owns credit card accounts from which receivables are sold to BFF, which receivables BFF then, subject to certain conditions, transfers to the issuing entity. See “Sources of Funds to Pay the Notes – Addition of Assets” and “Description of the Receivables Purchase Agreement.”

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Comenity Capital Bank is the sponsor and, as such, organizes and initiates the asset-backed securities transactions of the issuing entity, and is also the servicer of the assets included in the issuing entity.

We refer to Comenity Capital Bank as the “bank” or, in its capacity as sponsor of the issuing entity, the “sponsor.” Unless the context otherwise requires, references to the “bank” or the “sponsor” in this prospectus include any successor of Comenity Capital Bank by merger or consolidation. In addition, references to the “bank” include any additional account owner whose accounts are designated to the issuing entity in accordance with the transfer agreement.

See “Transaction Parties – The Sponsor” for a further description of its activities and history.

Depositor and Transferor

Bread Financial Funding, LLC is the depositor and transferor to the issuing entity. It is a limited liability company formed as Comenity Capital Credit Company, LLC under the laws of the State of Delaware on June 21, 2019. On December 5, 2025, it filed a certificate of amendment to its certificate of formation with the Delaware Secretary of State and changed its name to Bread Financial Funding, LLC. It is a wholly-owned subsidiary of Comenity Capital Bank. Its address is 3095 Loyalty Circle, Columbus, Ohio 43219 and its telephone number is (614) 729-4000.

Pursuant to a receivables purchase agreement with the bank, Bread Financial Funding, LLC purchases receivables owned in designated credit card accounts from approved portfolios owned by the bank. See “Description of the Receivables Purchase Agreement.” It may then, subject to certain conditions, transfer those receivables to the issuing entity. See “Sources of Funds to Pay the Notes – Addition of Assets.”

As the transferor to the issuing entity, Bread Financial Funding, LLC holds the transferor interest in the issuing entity, which represents the interest in the issuing entity not represented by notes issued and outstanding under the issuing entity. See “Sources of Funds to Pay the Notes – Credit Risk Retention.”

We refer to Bread Financial Funding, LLC as “BFF” or the “transferor.”

See “Transaction Parties – The Depositor and Transferor” for a further description of its activities and history.

Servicer and Administrator

The bank is the servicer of the issuing entity. As servicer, the bank is responsible for servicing, managing and making collections on the receivables in the issuing entity. See “Transaction Parties – The Sponsor” and “Certain Matters Regarding the Servicer and the Administrator of the Issuing Entity – Collection and Other Servicing Procedures.” Certain customer service, billing and collections functions are outsourced by the servicer to Comenity Servicing LLC (“Comenity Servicing”); the bank, however, remains responsible for servicing and is responsible for the payment of any compensation due to Comenity Servicing related to such outsourced functions. See “Transaction Parties – The Sponsor” and “Certain Matters Regarding the Servicer and the Administrator of the Issuing Entity – Outsourcing of Servicing.”

In limited cases, the servicer may resign or be removed, and either the indenture trustee or a third party may be appointed as the new servicer. See “Certain Matters Regarding the Servicer and the Administrator of the Issuing Entity – Servicer Default.”

The servicer receives a servicing fee, and each series is obligated to pay a portion of that fee.

As administrator of the issuing entity, the bank also performs certain administrative functions on behalf of the issuing entity. See “Transaction Parties – The Issuing Entity.”

We refer to the bank, as the context may require, as the “servicer” or the “administrator.”

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Indenture Trustee

U.S. Bank Trust Company, National Association, a national banking association, is the indenture trustee under the indenture for each series and class of notes issued by the issuing entity. Its address is 190 South La Salle Street, MKIL-SL7R, Chicago, IL 60603, Attention: Bread Financial Card Issuance Trust. Its telephone number is (800) 934-6802.

Under the terms of the indenture, the role of the indenture trustee is limited. See “The Indenture – Indenture Trustee” and “Transaction Parties – The Indenture Trustee.”

Owner Trustee

BNY Mellon Trust of Delaware, a Delaware banking corporation, is the owner trustee under the trust agreement. Its address is 103 Bellevue Parkway, Wilmington, DE 19809. Its telephone number is (302)-791-3611.

Under the terms of the trust agreement, the role of the owner trustee is limited. See “Transaction Parties – The Owner Trustee.”

Asset Representations Reviewer

FTI Consulting, Inc., a Maryland corporation, will act as the “asset representations reviewer” under the asset representations review agreement.

Under the terms of the asset representations review agreement, the role of the asset representations reviewer is limited. See “Transaction Parties – Asset Representations Reviewer.”

The Issuing Entity’s Assets

As of the date of this prospectus, the issuing entity’s primary assets are receivables arising in designated credit card accounts from approved portfolios owned by the bank and funds on deposit in the issuing entity accounts. The receivables consist of principal receivables and finance charge receivables which are in existence as of the closing date and which are created from time to time thereafter.

The issuing entity has acquired and will acquire the receivables from the transferor pursuant to the transfer agreement. The transferor has and will have acquired receivables from the bank pursuant to a receivables purchase agreement between the bank and the transferor. See “Description of the Receivables Purchase Agreement.”

The following information concerning the assets of the issuing entity is as of [●], 20[●]:

• Total receivables in the issuing entity: $[●]

• Principal receivables in the issuing entity: $[●]

• Finance charge receivables in the issuing entity: $[●]

• Number of accounts designated to the issuing entity: [●]

• Account billing addresses: generally all 50 states, the District of Columbia and all territories of the United States.

See “Annex I: The Selected Portfolio and the Trust Portfolio” for a further description of the assets included in the issuing entity.

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Addition and Removal of Assets

Additional assets may be transferred to the issuing entity as described under “Sources of Funds to Pay the Notes – Addition of Assets.” The transferor may designate additional accounts, and consequently all eligible receivables arising in such accounts, to the issuing entity at any time, so long as:

• the accounts are eligible accounts;

• notice is delivered to each hired nationally recognized statistical rating organization, the owner trustee, the indenture trustee and the servicer;

• filed-stamped copies of all financing statements covering the receivables in such additional accounts and perfecting the security interest of the issuing entity therein are delivered to the owner trustee and the indenture trustee;

• no insolvency event has occurred and such designation of additional accounts is not made in contemplation thereof;

• a written account assignment with respect to such additional accounts is delivered to the owner trustee, the indenture trustee and the servicer;

• a supplement to the account schedule with respect to such additional accounts is delivered on the required delivery date to the owner trustee, the indenture trustee and the servicer;

• the addition to the issuing entity of the receivables arising in the additional accounts does not result in an adverse effect; and

• an officer’s certificate and opinion of counsel (as specified in the transfer agreement) are delivered to the owner trustee and the indenture trustee.

Under certain limited circumstances, the transferor may be required to add additional receivables to the issuing entity if required to maintain the required transferor amount, the required pool balance, or the required seller’s interest amount.

For approved portfolios, new eligible accounts, referred to as “automatic additional accounts,” established on or after the related designation date may be included automatically and receivables in those accounts will be transferred to the issuing entity as they arise, subject to the eligibility criteria and other conditions described under “Sources of Funds to Pay the Notes – Addition of Assets,” and the transferor may suspend or terminate automatic additions prospectively upon prior notice as provided in the transfer agreement.

The transferor may also remove receivables that it transferred to the issuing entity as described under “Sources of Funds to Pay the Notes – Removal of Assets,” so long as:

• notice is delivered to each hired nationally recognized statistical rating organization, the owner trustee, the indenture trustee and the servicer;

• a supplement to the account schedule identifying the removed accounts is delivered to the indenture trustee, and the transferor represents and warrants that, as of the removal date, such list is true and complete in all material respects;

• the rating agency condition is satisfied; and

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• an officer’s certificate is delivered to the owner trustee and the indenture trustee to the effect that such removal does not result in an adverse effect and no selection procedures believed to be materially adverse to, or materially beneficial to, the noteholders are used.

The transferor may designate removed accounts without being subject to the last two bullet points set forth above if the removed accounts are accounts originated or acquired under a specified agreement, co-brand credit card agreement, merchant agreement, private label credit card agreement or other program which is co-owned, operated or promoted by the bank for the benefit of a brand partner; provided, that such agreement has terminated in accordance with its terms, or the accounts are being removed due to other circumstances caused by requirements of the agreements in which the right to such removed accounts is determined by a brand partner or its designee.

The transferor may, without being subject to the bullet points set forth above, from time to time designate any account with a receivables balance of zero and on which no charges have been made for at least the preceding twelve months (an “inactive account”) as a removed account; provided, that the transferor supplement the account schedule on or before the seventh business day following the removal date for any inactive account.

In addition, if the transferor breaches certain representations and warranties relating to the eligibility of receivables included in the issuing entity, the transferor may be required to remove those receivables from the issuing entity.

Finally, on the date when any receivable in an account is charged off as uncollectible or as having been created through fraudulent or counterfeit charge, the indenture trustee and the issuing entity automatically transfer those receivables to the transferor, which then subsequently automatically transfers those receivables to the servicer for collection purposes.

The composition of the assets in the issuing entity will change over time due to changes in the composition and amount of the receivables in the issuing entity as new receivables are created, existing receivables are paid off or charged off, additional accounts and automatic additional accounts are designated to the issuing entity and accounts are removed from the issuing entity.

Noteholders will not be notified of any such changes to the composition of the assets in the issuing entity due to additions or removals of receivables or due to the designation or removal of portfolios as approved portfolios. However, monthly reports containing certain information relating to the notes and the collateral securing the notes will be filed with the Securities and Exchange Commission. These reports will not be sent to noteholders. See “Where You Can Find More Information” for information as to how these reports may be accessed.

See “Sources of Funds to Pay the Notes – Addition of Assets” and “– Removal of Assets.”

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Series and Classes of Notes

The issuing entity is offering notes, which are issued pursuant to the indenture and the Series 20[●]-[●] indenture supplement. The indenture and the Series 20[●]-[●] indenture supplement are among the issuing entity, the indenture trustee and the securities intermediary. The Series 20[●]-[●] notes are entitled to their allocable share of the issuing entity’s assets.

The Series 20[●]-[●] notes consist of the Class A notes and the Class B notes. A class designation determines the relative seniority for receipt of cash flows and exposure to reductions in the allocation amount. For example, the Class B notes of Series 20[●]-[●] provide credit enhancement for the Class A notes of Series 20[●]-[●]. See “The Notes – Subordination of Interest and Principal.”

The Class A notes and the Class B notes are issued on the same date. The expected final distribution date and series legal maturity date of the Class B notes is [the same as][later than] the Class A notes.

The allocation amount of the Series 20[●]-[●] notes corresponds to the portion of the assets in the issuing entity that has been pledged to secure the obligation of Series 20[●]-[●]. The remaining portion of the assets in the issuing entity not securing note obligations is referred to as the “transferor amount.”

The terms of any future series or class of notes will not be subject to your prior review or consent. We cannot assure you that the terms of any future series or class might not have an impact on the timing or amount of payments received.

Transferor Amount

The transferor amount at any time equals the pool balance minus the aggregate allocation amount of all outstanding series.

Increases or decreases in the pool balance without a corresponding increase or decrease in the allocation amount of any series will result in an increase or decrease in the transferor amount. The transferor amount generally decreases as a result of the issuance of new notes. The transferor amount generally increases if there are reductions in the allocation amount of any series, for example, due to payments of principal, deposits into the principal funding account, or charge-offs that reduce the allocation amount of a series.

The issuing entity has a minimum transferor amount requirement, referred to as the “required transferor amount.” For any date of determination, the required transferor amount equals a designated percentage, referred to as the “required transferor amount percentage,” of the amount of principal receivables included in the issuing entity as of that date. The required transferor amount percentage currently is [6.0]%, although the transferor may change that percentage at any time, subject to the conditions described in “Sources of Funds to Pay the Notes – Credit Risk Retention.” The transferor amount as a percentage of the pool balance is expected to be approximately [●]% on the closing date. The issuing entity will disclose on Form 8-K within a reasonable time after the closing date the transferor amount as a percentage of the pool balance if materially different from that disclosed in this prospectus.

If, for any monthly period, the transferor amount for such monthly period is less than the required transferor amount for such monthly period, the transferor is required to transfer additional receivables to the issuing entity as described in “Sources of Funds to Pay the Notes – Addition of Assets.”

If the transferor fails to transfer additional receivables to the issuing entity when required to do so, then an early amortization event will occur with respect to the notes after the applicable grace period. See “Sources of Funds to Pay the Notes – Transferor Amount,” “The Notes – Redemption and Early Amortization of the Notes” and “The Indenture – Early Amortization Events.”

The interest in the transferor amount initially is held by the transferor. The transferor’s interest in the transferor amount, referred to in this prospectus as the “transferor interest,” may be held either in certificated form represented by a transferor certificate or in uncertificated form. The transferor’s interest in the transferor amount may

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be transferred by a holder thereof in whole or in part subject to certain limitations and conditions described in the trust agreement, the transfer agreement, the indenture and the related indenture supplement. We comply with Regulation RR by having the transferor maintain a seller’s interest calculated in accordance with Regulation RR and in connection therewith the transferor may not sell or otherwise transfer any interest or assets that it is required to hold pursuant to Regulation RR unless such sale or transfer is to a wholly-owned affiliate. The transferor amount does not provide credit enhancement to any notes.

FDIC Rule Risk Retention

As part of being entitled to the treatment set forth in 12 C.F.R. § 360.6(d)(4), and in order to comply with 12 C.F.R. § 360.6(b)(5)(i) related thereto, the bank satisfies the risk retention requirements of 12 C.F.R. § 360.6(b)(5)(i) by having the transferor maintain a seller’s interest calculated in accordance with Regulation RR. See “Credit Risk Retention.”

Credit Risk Retention

In the Series 20[●]-[●] indenture supplement, the transferor (a wholly-owned affiliate of the sponsor) will covenant to maintain a seller’s interest in the issuing entity (in the form of the transferor’s interest described above) that equals not less than 5% of the aggregate unpaid principal balance of all series of notes (other than any notes that are at all times held by the bank or one or more wholly-owned affiliates of the bank) calculated in accordance with Regulation RR as of the record date related to each distribution date. For purposes of this section, a wholly-owned affiliate of the bank includes any person, other than the issuing entity, that directly or indirectly, wholly controls (i.e., owns 100% of the equity in such person), is wholly controlled by, or is wholly under common control with, the bank. As of the closing date, the seller’s interest is expected to equal $[●] which is approximately [●]% of the aggregate unpaid principal balance of all series of notes (other than any notes that are at all times held by the bank or one or more wholly-owned affiliates of the bank). The issuing entity will disclose on Form 8-K within a reasonable time after the closing date the seller’s interest percentage if materially different from that disclosed in this prospectus.

We will disclose whether the seller’s interest retained by the transferor meets the minimum requirements of Regulation RR (measured in accordance with Regulation RR) each month as part of the monthly noteholders’ statement filed as an exhibit to the issuer’s Form 10-D.

[In addition to holding the seller’s interest as described above, as of the date hereof, the transferor owns [all] [certain of] the outstanding Class B notes issued by the issuing entity.]

In no event will the indenture trustee have any responsibility to monitor compliance with Regulation RR or any other rules or regulations regarding risk retention. The indenture trustee will not be charged with knowledge of such rules, nor will it be liable to any noteholder or any other party for a violation of such rules and regulations now or hereinafter in effect.

Required Pool Balance

For any date of processing, the pool balance equals the sum of (i) the aggregate amount of principal receivables plus (ii) any amount on deposit in the excess funding account.

The issuing entity has a minimum pool balance requirement, referred to as the “required pool balance.” For any date of processing, the required pool balance is an amount equal to the sum of (i) for all series in their revolving period, the sum of the allocation amounts of those series as of such date of processing, and (ii) for all other series, the sum of the allocation amounts of those series at the end of the most recent revolving period for each of those series, excluding any series which will be paid in full on the next applicable distribution date and any series that will have an allocation amount of zero on the applicable distribution date (after giving effect to payments made on such distribution date). See “Sources of Funds to Pay the Notes – Required Pool Balance.”

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If, for any monthly period, the pool balance for such monthly period is less than the required pool balance for such monthly period, the transferor is required to transfer additional receivables to the issuing entity as described in “Sources of Funds to Pay the Notes – Addition of Assets.”

If the transferor fails to transfer additional receivables to the issuing entity when required to do so, then an early amortization event will occur with respect to the notes after the applicable grace period. See “Sources of Funds to Pay the Notes – Required Pool Balance,” “The Notes – Redemption and Early Amortization of the Notes” and “The Indenture – Early Amortization Events.”

Stated Principal Amount, Outstanding Principal Amount, Adjusted Outstanding Principal Amount and Allocation Amount

The Series 20[●]-[●] notes have a stated principal amount, an outstanding principal amount, an adjusted outstanding principal amount and an allocation amount.

• Stated Principal Amount. The stated principal amount is the amount that is stated on the face of the notes to be payable to the holders of that note denominated in U.S. dollars. For the Class A notes, the initial stated principal amount is $[●]. For the Class B notes, the initial stated principal amount is $[●]. The initial stated principal amount of the Class A notes and the Class B notes may be increased or decreased as discussed under “Introduction,” and will increase as a result of any issuance of additional Series 20[●]-[●] notes.

• Outstanding Principal Amount. The outstanding principal amount is the aggregate initial principal amount of a series or class of notes (other than discount notes), less principal payments made to noteholders of that series or class, plus increases due to issuances of additional notes of that series or class. The outstanding principal amount for discount notes is determined as described in “The Notes – Stated Principal Amount, Outstanding Principal Amount, Adjusted Outstanding Principal Amount and Allocation Amount.”

• Adjusted Outstanding Principal Amount. The adjusted outstanding principal amount of any series or class of notes is equal to the outstanding principal amount of that series or class of notes, less any funds on deposit in respect of principal in any issuing entity accounts for that series or class.

• Allocation Amount. The initial series allocation amount is $[●] (subject to increase or decrease as discussed under “Introduction”), which is also the initial stated principal amount of the Series 20[●]-[●] notes. The series allocation amount is a U.S. dollar amount based on the initial stated principal amount after deducting:

i. charge-offs resulting from any uncovered series default amount;

ii. reallocated principal collections used to pay shortfalls in interest on the Class A notes or shortfalls in the servicing fee and past due amounts thereon;

iii. the amount on deposit in the principal funding account or (without duplication) the amount deposited into the distribution account for the payment of principal of the Series 20[●]-[●] notes; and

iv. principal payments made on the Series 20[●]-[●] notes;

and adding back series available finance charge collections and shared excess available finance charge collections allocated from other series of notes, if any, which are used to reimburse reductions in the allocation amount described in clauses i and ii above. In addition, for a series or class of discount notes, the allocation amount of that series or class will increase over time as principal accretes.

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If the series allocation amount is reduced, the amount of principal collections and finance charge collections allocated to Series 20[●]-[●] will be reduced, which may result in a reduction in the amounts allocated to pay principal of and interest on the Series 20[●]-[●] notes. If the series allocation amount is less than the outstanding principal amount of the Series 20[●]-[●] notes, the principal of and interest on the Series 20[●]-[●] notes may not be paid in full.

The allocation amount of the Series 20[●]-[●] notes will be increased if additional notes of the Series 20[●]-[●] notes are issued after the initial issuance or if amounts on deposit in the Series 20[●]-[●] principal funding account are deposited into the principal funding account for another series or class of notes or paid to the holder of the transferor interest.

Upon a sale of assets in the issuing entity following (i) an event of default and acceleration of the Series 20[●]-[●] notes or (ii) the series legal maturity date, as described in “Deposit and Application of Funds – Sale of Assets,” the allocation amount of the Series 20[●]-[●] notes will be reduced to zero.

For a detailed discussion of the stated principal amount, the outstanding principal amount, the adjusted outstanding principal amount and the allocation amount, see “The Notes – Stated Principal Amount, Outstanding Principal Amount, Adjusted Outstanding Principal Amount and Allocation Amount.”

Interest

The Class A notes will accrue interest at [an annual rate equal to [●]%] [a floating rate based on a benchmark, which initially will be the “SOFR Rate” plus [●]%].

[The Class B notes will accrue interest at an annual rate equal to [SOFR Rate plus] [●]%.]

Interest on the Series 20[●]-[●] notes will begin to accrue on the issuance date, expected to be [●][●], 20[●]. Interest on the Class A notes will be calculated on the basis of a 360-day year and [the actual number of days in the applicable Interest Period][a 30 day interest period]. [Interest on the Class B notes will be calculated on the basis of a 360-day year and [the actual number of days in the related interest period][a 30 day interest period].] Each interest period will begin on and include a distribution date and end on but exclude the next distribution date. The first interest period, however, will begin on the issuance date and will end on but exclude [●][●], 20[●], which is the first distribution date for the Series 20[●]-[●] notes.

Interest on the Class A notes for any interest distribution date will equal the product of:

• the interest rate for the Class A notes for the related Interest Period; times

• a fraction, the numerator of which is [the actual number of days in the applicable Interest Period][30] and the denominator of which is 360; times

• the outstanding principal amount of the Class A notes as of the related record date.

[Interest on the Class B notes for any interest distribution date will equal the product of:

• the interest rate for the Class B notes for the related Interest Period; times

• a fraction, the numerator of which is [the actual number of days in the applicable Interest Period][30] and the denominator of which is 360; times

• the outstanding principal amount of the Class B notes as of the related record date.]

[However, for the first interest distribution date, interest on the Series 20[●]-[●] notes will be $[●].] The issuing entity will make interest payments on the Series 20[●]-[●] notes on the [15th] day of each month, beginning

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in [●]. If the [15th] day of any month is not a business day, then interest payments for such month will be made on the following business day.

[The paying agent will obtain the SOFR Rate for the [Class A notes] [and the] [Class B notes] using the method described under “The Notes – Interest Payments.” If the administrator has determined prior to the relevant reference time that a benchmark transition event and its related benchmark replacement date have occurred, the administrator will determine an alternative benchmark in accordance with the benchmark replacement provisions described under “The Notes – Interest Payments – Effect of Benchmark Transition Event.”

If the SOFR Rate plus [●]% is less than 0.00% for any Interest Period, then the interest rate for the [Class A notes] [and the] [Class B notes] for such Interest Period will be deemed to be 0.00%.]

Principal

The issuing entity expects to pay the stated principal amount of the Series 20[●]-[●] notes in one payment on the [●] distribution date, which is the expected final distribution date, and is obligated to do so if sufficient funds are available for that purpose. No principal will be paid on the Class B notes until the Class A notes are paid in full. See “The Notes – Subordination of Interest and Principal.”

If the stated principal amount of the Series 20[●]-[●] notes is not paid in full on the expected final distribution date due to insufficient funds, noteholders generally will not have any remedies against the issuing entity until the [●] distribution date, which is the series legal maturity date.

If the stated principal amount of the Series 20[●]-[●] notes is not paid in full on the expected final distribution date, then an early amortization event will occur with respect to the Series 20[●]-[●] notes. As a result, the issuing entity will use series available principal collections, series available finance charge collections and other specified amounts to make monthly principal and interest payments on the Series 20[●]-[●] notes until the earliest of (i) the date on which the Series 20[●]-[●] notes are paid in full, (ii) the date on which assets in the issuing entity are sold following an event of default and acceleration of the Series 20[●]-[●] notes, and (iii) the series legal maturity date.

Principal of the Series 20[●]-[●] notes may be paid earlier than the expected final distribution date if an early amortization event, an optional redemption or an event of default and acceleration occurs with respect to the Series 20[●]-[●] notes. See “The Indenture – Early Amortization Events” and “ – Events of Default,” “The Notes – Redemption and Early Amortization of the Notes.”

Subordination; Credit Enhancement

The subordination of the Class B notes provides credit enhancement for the Class A notes. Interest payments will be made on the Class A notes before they are made on the Class B notes. Principal payments on the Class B notes will not begin until the Class A notes have been paid in full. If the series allocation amount is reduced due to charge-offs resulting from any uncovered series default amount or due to reallocated principal collections used to pay shortfalls in interest on the Class A notes or shortfalls in the series servicing fee and past due amounts thereon, the principal of and interest on the Class B notes may not be paid in full. If there is a sale of assets in the issuing entity (i) following an event of default and acceleration of the Series 20[●]-[●] notes or (ii) on the series legal maturity date as described in “Deposit and Application of Funds – Sale of Assets,” the net proceeds of that sale which are available to pay principal of and interest on the Series 20[●]-[●] notes will be paid first to the Class A notes before any remaining net proceeds will be available for payments due to the Class B notes.

Credit enhancement for the Series 20[●]-[●] notes is for the benefit of Series 20[●]-[●] only and you are not entitled to the benefits of any credit enhancement available to any other series of notes, unless specified otherwise in the indenture supplement related to such series.

Limit on Repayment

You may not receive the stated principal amount of the Series 20[●]-[●] notes if:

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• the allocation amount of your Series 20[●]-[●] notes has been reduced due to charge-offs resulting from any uncovered default amount allocated to your series or due to reallocated principal collections used to pay shortfalls in interest on senior notes or shortfalls in the servicing fee and past due amounts thereon, and those amounts have not been reimbursed from finance charge collections allocated to your series of notes; or

• assets in the issuing entity are sold following (i) an event of default and acceleration of your Series 20[●]-[●] notes or (ii) the series legal maturity date, and the proceeds from the sale of those assets, plus any funds on deposit in the applicable issuing entity accounts allocated to your Series 20[●]-[●] notes, and any other amounts available to your Series 20[●]-[●] notes, are insufficient to provide the full repayment of your Series 20[●]-[●] notes. See “Deposit and Application of Funds – Sale of Assets.”

Redemption and Early Amortization of the Notes

The Series 20[●]-[●] notes or a class of the Series 20[●]-[●] notes will be subject to optional redemption, whereby the issuing entity or the transferor may, pursuant to the applicable provisions of the indenture, redeem the Series 20[●]-[●] notes or a class of the Series 20[●]-[●] notes before the expected final distribution date in whole, but not in part, on any day on or after the day on which the outstanding principal amount of the Series 20[●]-[●] notes or a class of the Series 20[●]-[●] notes is reduced to less than 10% of its highest outstanding principal amount, but in no event will such optional redemption occur if 25% or more of the initial principal amount of the Series 20[●]-[●] notes is outstanding. See “The Notes – Redemption and Early Amortization of the Notes.”

If the issuing entity is directed to redeem any series or class of notes, it will notify the registered holders at least 30 days prior to the redemption date. The redemption price of any series or class of notes will equal 100% of the outstanding principal amount, plus accrued, past due and additional interest on those notes to but excluding the date of redemption.

If the issuing entity is unable to pay the redemption price in full on the redemption date, monthly payment on that series or class of notes will thereafter be made until the earlier to occur of (i) the date on which those notes are paid in full and (ii) the applicable series legal maturity date. Any funds on deposit in the applicable issuing entity accounts allocable to those notes will be applied to make principal and interest payments on those notes on the redemption date.

If an early amortization event with respect to Series 20[●]-[●] occurs, the issuing entity will use series available principal collections, series available finance charge collections and other specified amounts allocated to Series 20[●]-[●] to make monthly principal and interest payments on the Series 20[●]-[●] notes until the earliest of (i) the date on which the Series 20[●]-[●] notes are paid in full, (ii) the date on which assets in the issuing entity are sold following an event of default and acceleration of the Series 20[●]-[●] notes, and (iii) the series legal maturity date.

An early amortization event for the Series 20[●]-[●] notes will occur if any of the following events occur:

• the quarterly excess spread percentage is less than the required quarterly excess spread percentage for such monthly period;

• within five business days after the day on which it is required to do so, the transferor does not transfer additional receivables to the issuing entity;

• any servicer default occurs that would have a material adverse effect on the Series 20[●]-[●] noteholders;

• the failure to pay the Series 20[●]-[●] notes in full on the expected final distribution date;

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• the occurrence of an event of default and acceleration of the Series 20[●]-[●] notes under the indenture;

• the (i) failure on the part of the transferor to make any payment or deposit required to be made by it by the terms of the transfer agreement on or before the date occurring five business days after the date such payment or deposit is required to be made therein or (ii) failure of the transferor duly to observe or perform in any material respect any of its respective covenants or agreements set forth in the transfer agreement, which failure has a material adverse effect on the Series 20[●]-[●] noteholders and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, will have been given to the transferor by the indenture trustee, or to the transferor and the indenture trustee by any noteholder of the Series 20[●]-[●] notes;

• any representation or warranty made by the transferor in the transfer agreement or any information contained in an account schedule required to be delivered by it pursuant to the transfer agreement will prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, will have been given to the transferor by the indenture trustee, or to the transferor and the indenture trustee by any noteholder of the Series 20[●]-[●] notes and as a result of which the interests of the Series 20[●]-[●] noteholders are materially and adversely affected for such period; provided, however, that an early amortization event will not be deemed to have occurred if the transferor has accepted reassignment of the related receivables, or all of such receivables, if applicable, during such period in accordance with the provisions of the transfer agreement;

• the issuing entity becomes an “investment company” within the meaning of the Investment Company Act;

• the bankruptcy, insolvency, conservatorship or receivership of the transferor;

• the bankruptcy, insolvency, conservatorship or receivership of the bank; or

• the bank is unable for any reason to transfer receivables to the transferor or the transferor becomes unable for any reason to transfer Receivables to the issuing entity.

See “The Notes – Redemption and Early Amortization of the Notes” and “The Indenture – Early Amortization Events.”

Events of Default

The Series 20[●]-[●] notes are subject to certain events of default described in “The Indenture – Events of Default.”

Events of default include the following:

• the issuing entity’s failure, for a period of 35 days, to pay interest on the Series 20[●]-[●] notes when that interest becomes due and payable;

• the issuing entity’s failure to pay the stated principal amount of the Series 20[●]-[●] notes on the series legal maturity date;

• the issuing entity’s default in the performance, or breach, of any other of its covenants or warranties in the indenture for a period of 90 days after either the indenture trustee or the holders of at least 25% of the outstanding principal amount of the Series 20[●]-[●] notes has provided written notice requesting the remedy of that breach if, as a result of that default, the interests of the Series 20[●]-

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[●] notes are materially and adversely affected and continue to be materially and adversely affected during that 90-day period; and

• the occurrence of certain events of bankruptcy or insolvency of the issuing entity.

Some events of default result in an automatic acceleration of the Series 20[●]-[●] notes, and other events of default result in the right of the Series 20[●]-[●] noteholders to demand acceleration after an affirmative vote by holders of more than 66²⁄₃% of the aggregate outstanding principal amount of the Series 20[●]-[●] notes. For a description of the remedies upon an event of default, see “Deposit and Application of Funds – Sale of Assets” and “The Indenture – Events of Default Remedies.”

Under the indenture, notes held or beneficially owned by the issuing entity, the transferor or any affiliate of the issuing entity or the transferor are disregarded and not deemed to be outstanding for purposes of determining whether the holders of a requisite principal amount of the notes have consented or taken any other action, such as demanding acceleration of the notes after an event of default.

Allocations of Collections

The bank, as servicer, will receive collections on the receivables included in the issuing entity and, except as described under “Sources of Funds to Pay the Notes – Deposits in Collection Account,” will deposit (or cause to be deposited) within two business days of receipt those collections into the collection account for the issuing entity. It will keep track of those collections that are principal collections, those that are finance charge collections and those that are written off as uncollectible and referred to as the “default amount.”

On each date of processing, the servicer will allocate collections between the transferor’s interest and the noteholders’ interests and with respect to that allocated to the noteholders’ interest, will allocate such amount to the various series including Series 20[●]-[●]. See “Deposit and Application of Funds.”

Series 20[●]-[●] noteholders are entitled to receive payments of principal and interest only from their allocable share of collections of receivables and other assets included in the issuing entity. If the series allocation amount is reduced, the amount of principal collections and finance charge collections allocated to Series 20[●]-[●] will be reduced. If the series allocation amount is less than the outstanding principal amount of the Series 20[●]-[●] notes, the principal of and interest on the Series 20[●]-[●] notes may not be paid in full. See “Deposit and Application of Funds – Reductions in the Series Allocation Amount Due to Charge-Offs and Reallocated Principal Collections” and “The Notes – Stated Principal Amount, Outstanding Principal Amount, Adjusted Outstanding Principal Amount and Allocation Amount.”

Revolving Period

Until principal collections are needed to be accumulated for Series 20[●]-[●], principal collections allocable to Series 20[●]-[●] will either be applied to other series which are accumulating principal or paid to the holder of the transferor interest. This period is referred to as the revolving period. The revolving period begins on the issuance date and, unless an early amortization event, optional redemption or event of default and acceleration of the Series 20[●]-[●] notes occurs, ends at the close of business on the day immediately preceding the commencement of the controlled accumulation period. The controlled accumulation period is scheduled to begin on the first business day of the [●] 20[●] monthly period, but may begin at a later date. See “The Notes – Principal Payments – Revolving Period,” “ – Controlled Accumulation Period” and “ – Postponement of Controlled Accumulation Period.”

Application of Collections

Payments of Interest, Fees and Other Items

Each month, series available finance charge collections, which are Series 20[●]-[●]’s share of total finance charge collections plus certain other amounts, will generally be applied in the following priority:

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See “Deposit and Application of Funds – Payments of Interest, Fees and Other Items” for a detailed description of the application of series available finance charge collections.

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Payments of Principal

Series 20[●]-[●] available principal collections will generally be applied as follows:

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• During any of the revolving period, the controlled accumulation period or the early amortization period, principal collections allocated to the Series 20[●]-[●] notes may be reallocated, if necessary, and used to pay shortfalls in interest on the Class A notes or shortfalls in the series servicing fee and past due amounts thereon, in each case to the extent those payments have not been made from series available finance charge collections and shared excess available finance charge collections, if any, allocated from other series of notes. For any distribution date, however, these reallocated principal collections cannot exceed the Class B stated principal amount, minus any reductions of such amount due to charge-offs resulting from any uncovered series default amount and due to reallocated principal collections previously used to pay such shortfalls and which have not been reimbursed.

• Any remaining principal collections first will be made available to other series in shared excess available principal collections group [●] and then will be paid to the holder of the transferor interest or, if necessary, deposited into the excess funding account.

See “Deposit and Application of Funds – Payments of Principal,” “ – Shared Excess Available Principal Collections,” “The Notes – Principal Payments” and “Sources of Funds to Pay the Notes – Issuing Entity Accounts” for a detailed description of the application of series available principal collections.

Fees and Expenses Payable from Collections

List of Fees paid out of Cash Flows from the Pool Assets
Fees and expenses payable from collections of finance charge receivables:	Fees and expenses payable from collections of principal receivables:
• Servicing fee: paid to the servicer each month in an amount equal to one-twelfth of the product of (i) servicing fee percentage and (ii) the aggregate amount of the principal receivables as of the close of business on the last day of the prior monthly period.	• Servicing fee shortfall: any accrued but unpaid servicing fees paid to the servicer.

Servicer Compensation

The servicer is entitled to receive a monthly servicing fee as compensation for its servicing activities and as reimbursement for any expenses incurred by it as servicer. For each month, the servicing fee will equal one-twelfth of the product of (i) the servicing fee percentage and (ii) the aggregate amount of principal receivables as of the close of business on the last day of the prior monthly period. The portion of the servicing fee allocated to Series 20[●]-[●] will be paid from series available finance charge collections and shared excess available finance charge collections, if any, allocated from other series of notes or, if necessary, from reallocated principal collections. See “Deposit and Application of Funds – Servicer Compensation.”

Shared Excess Available Finance Charge Collections

Series 20[●]-[●] is included in shared excess available finance charge collections group [●]. As of the issuance date, after giving effect to the addition of the Series 20[●]-[●] notes, there will be [●] ([●]) outstanding series of notes included in shared excess available finance charge collections group [●].

To the extent that series available finance charge collections are available after all required deposits and payments described in “Deposit and Application of Funds – Payments of Interest, Fees and Other Items,” those excess finance charge collections will be applied to cover any shortfalls in amounts payable from finance charge collections allocated to other series of notes in shared excess available finance charge collections group [●]. In addition, the Series 20[●]-[●] notes may receive the benefit of shared excess available finance charge collections from other series of notes in shared excess available finance charge collections group [●] to the extent the finance charge collections allocated to such other series remain after making all required deposits and payments for those series.

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Shared excess available finance charge collections from series in shared excess available finance charge collections group [●] will not be available for application by other series of notes that are not in shared excess available finance charge collections group [●].

While any series of notes may be included in shared excess finance charge collections group [●], there can be no assurance that additional series will be included in shared excess finance charge collections group [●] or that there will be any excess finance charge collections to be shared.

See “Deposit and Application of Funds – Shared Excess Available Finance Charge Collections” and “Sources of Funds to Pay the Notes – General.”

Shared Excess Available Principal Collections

Series 20[●]-[●] is included in shared excess available principal collections group [●]. As of the issuance date, after giving effect to the addition of the Series 20[●]-[●] notes, there will be [●] ([●]) outstanding series of notes included in shared excess available principal collections group [●].

To the extent that series available principal collections are available after all required deposits and payments described in “Deposit and Application of Funds – Payments of Principal,” those excess principal collections will be applied to cover any shortfalls in required principal deposits or payments payable from principal collections allocated to other series of notes in shared excess available principal collections group [●]. In addition, the Series 20[●]-[●] notes may receive the benefit of shared excess available principal collections from other series of notes in shared excess available principal collections group [●] to the extent the principal collections allocated to such other series remain after making all required deposits and payments for those series.

Shared excess available principal collections from series in shared excess available principal collections group [●] will not be available for application by other series of notes that are not in shared excess available principal collections group [●].

While any series of notes may be included in shared excess principal collections group [●], there can be no assurance that additional series will be included in shared excess principal collections group [●] or that there will be any excess principal collections to be shared.

See “Deposit and Application of Funds – Shared Excess Available Principal Collections” and “Sources of Funds to Pay the Notes – General.”

Issuing Entity Accounts

For a description of the issuing entity accounts established for the benefit of all series of outstanding notes, including the collection account and the excess funding account, see “Sources of Funds to Pay the Notes.”

In connection with the Series 20[●]-[●] notes, the issuing entity will establish a principal funding account, an accumulation reserve account and a distribution account. The principal funding account, the accumulation reserve account and the distribution account are solely for the benefit of the Series 20[●]-[●] noteholders.

Collections on the receivables and any other assets included in the issuing entity will be allocated among each series of notes, including Series 20[●]-[●], and the holder of the transferor interest on a daily basis. The amounts allocated to Series 20[●]-[●], plus any other amounts to be treated as finance charge collections and principal collections for Series 20[●]-[●], will then be applied if and when required to:

• make deposits to the principal funding account;

• make deposits to the accumulation reserve account;

• make deposits to the distribution account; and

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• to make other required deposits or payments as described in this prospectus.

See “The Notes – Principal Payments,” “Sources of Funds to Pay the Notes – Issuing Entity Accounts,” and “Deposit and Application of Funds – Deposits to the Accumulation Reserve Account.”

Ratings

A rating addresses the likelihood of the payment of interest on a note when due and the ultimate payment of principal of that note by its legal maturity date. A rating does not address the likelihood of payment of principal of a note on its expected final distribution date. In addition, a rating does not address the possibility of an early payment or acceleration of a note, which could be caused by an early amortization event, an optional redemption or an event of default. A rating is not a recommendation to buy, sell or hold notes and may be subject to revision or withdrawal at any time by the assigning nationally recognized statistical rating organization. A rating is based on each nationally recognized statistical rating organization’s independent evaluation of the receivables and the availability of any credit enhancement for the notes. A rating, or a change or withdrawal of a rating, by one nationally recognized statistical rating organization will not necessarily correspond to a rating, or a change or withdrawal of a rating, from any other nationally recognized statistical rating organization.

Other nationally recognized statistical rating organizations not hired by the transferor may rate the Series 20[●]-[●] notes at any time. A rating on the Series 20[●]-[●] notes by a non-hired nationally recognized statistical rating organization could be different than the rating assigned to the Series 20[●]-[●] notes by a hired nationally recognized statistical rating organization.

See “Risk Factors – General Risk Factors – The market value of the notes could decrease if the ratings of the notes are lowered or withdrawn or if there is an unsolicited issuance of a lower rating.”

Investment Company Act

The issuing entity is not now, and immediately following the issuance of the Series 20[●]-[●] notes on the closing date will not be, an “investment company” within the meaning of the Investment Company Act. In making this determination, on the date of this prospectus and immediately following the issuance of the Series 20[●]-[●] notes on the closing date, the issuing entity will be relying on an exemption from registration set forth in Rule 3a-7 under the Investment Company Act, although the issuing entity may be entitled to rely on other statutory or regulatory exclusions and exemptions under the Investment Company Act on the date of this prospectus, on the closing date or in the future. The issuing entity has been structured so as not to constitute a “covered fund” for purposes of the regulations adopted under Section 13 of the Bank Holding Company Act of 1956, as amended, commonly referred to as the “Volcker Rule.”

Tax Status

On the closing date, Orrick, Herrington & Sutcliffe LLP, as special tax counsel to the issuing entity, will deliver an opinion, subject to the assumptions and qualifications therein and subject to important considerations described in “Federal Income Tax Consequences,” to the effect that under existing law the notes (other than notes while beneficially owned after the closing date by the issuing entity or a person treated as the same person as the issuing entity for United States federal income tax purposes) will be characterized as debt for United States federal income tax purposes, and that the issuing entity will not be classified as an association or publicly traded partnership taxable as a corporation and accordingly will not be subject to United States federal income tax. By your acceptance of a Series 20[●]-[●] note, you will agree to treat your Series 20[●]-[●] note as debt for United States federal, state and local income and franchise tax purposes. See “Federal Income Tax Consequences” for additional information concerning the application of United States federal income tax laws.

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Certain Considerations for ERISA and Other U.S. Benefit Plans

Subject to important considerations described herein, “employee benefit plans” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which are subject to Title I of ERISA, “plans” described in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) and entities deemed to hold “plan assets” by reason of an employee benefit plan’s or plan’s investment in the entity (collectively, “Benefit Plans”) may acquire the notes (other than notes beneficially owned after the closing date by the issuing entity or a person treated as the same person as the issuing entity for United States federal income tax purposes) offered pursuant to this prospectus. ERISA and Section 4975 of the Internal Revenue Code place certain restrictions on Benefit Plans and the acquisition and holding of the notes (or an interest therein) could result in a prohibited transaction under ERISA and/or Section 4975 of the Internal Revenue Code. Additionally, the notes (or an interest therein) may be acquired by governmental, non-U.S. or church plans that are not subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code but may be subject to restrictions under applicable state, local or other law that is similar to Section 406 of ERISA or Section 4975 of the Internal Revenue Code (“Similar Law”). Accordingly, by acquiring the notes (or an interest therein), each investor (and its fiduciary, if applicable) will be deemed to represent, warrant and covenant that either (i) it is not acquiring the notes (or any interest therein) with the assets of a Benefit Plan or a governmental, non-U.S. or church plan that is subject to any Similar Law; or (ii)(a) the notes are rated at least “BBB-” or its equivalent by a nationally recognized statistical rating organization at the time of purchase or transfer, and (b) the acquisition, holding and disposition of the notes will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code or a violation of any Similar Law. For further information regarding the application of ERISA, see “Certain Considerations for ERISA and Other U.S. Benefit Plans.”

Registration, Clearance and Settlement

The notes offered by this prospectus will be registered in the name of The Depository Trust Company or its nominee, and purchasers of beneficial interests in those notes will not be entitled to receive physical delivery of their interests in the notes in definitive paper form except under limited circumstances. Owners of beneficial interests in the notes may elect to hold their interests through The Depository Trust Company, referred to as “DTC” in this prospectus, in the United States or through Clearstream Banking, S.A., referred to as “Clearstream Banking” in this prospectus, in Europe. Transfers will be made in accordance with the rules and operating procedures of those clearing systems.

Underwriting of Receivables

As described under “The Bank’s Credit Card Business – Underwriting Process,” the bank makes virtually all underwriting and authorization decisions using an automated system that uses internal algorithms, external credit bureau scoring data and automated proprietary scoring technology to determine an applicant’s risk. This automated system determines whether to approve or decline a customer’s request for credit based on this risk and also sets a maximum initial credit line on each approved customer’s account, in each case without any underwriter discretion. In certain cases, the bank may further manually review applications that were initially declined through the automated process, either at the applicant’s request or in connection with the bank’s internal review process. In such cases, the bank verifies relevant customer data, makes any necessary corrections to the customer data and re-evaluates such applications using the bank’s underwriting criteria. The bank applies the same underwriting criteria in both the automated process, and during any manual reviews of applications initially declined through the automated process.

The bank’s strategy and governance group performs monthly testing on applications to ensure that the automated system is processing applications as intended. A sample of the bank’s credit card applications are selected for testing each month. For the sample population, the bank’s strategy and governance group validates that all the accounts originated in such sample population during the applicable month complied with the bank’s underwriting criteria. In addition, the strategy and governance group monitors manually approved applications that have been initially declined by the automated system. During the period from [●], 20[●] through [●], 20[●], such monitoring determined that manually approved applications represented less than [●]% of new applications, which is consistent with the results of prior reviews.

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The review of the transferred receivables and the disclosure performed by the transferor and the results of the review are described under “The Bank’s Credit Card Business – Underwriting Process” and “Annex I: The Selected Portfolio and the Trust Portfolio – Review of Pool Assets.”

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Risk Factors

The risk factors disclosed in this section describe the principal risk factors of an investment in the notes. You should consider the following risk factors before you decide whether or not to purchase the notes.

Business Risks Relating to the Bank’s Credit Card Business

Economic, political, market, health, global and social events or conditions may have a material adverse impact on the bank’s credit card business.

The bank’s credit card business is largely dependent on the number and volume of credit transactions by consumers, whose spending patterns may be affected by economic, political, market, health, global and social events or conditions. Adverse macroeconomic conditions within the U.S. or internationally, including but not limited to recessions, inflation, rising interest rates, high unemployment, currency fluctuations, actual or anticipated large-scale defaults or failures, volatility in energy prices, a slowdown of global trade, tariffs (including retaliatory tariffs in response to tariffs imposed by the United States), and reduced consumer and business spending, may have a significant impact on the bank’s credit card business. Furthermore, in efforts to deal with adverse macroeconomic conditions, governments may introduce new or additional initiatives or requests to reduce permissible rates or reduce or eliminate late fees or other charges, which could result in additional financial pressures on the bank’s credit card business. See also “– Adverse developments affecting the economy and the financial services industry, may have a material adverse effect on the bank” below.

Economic growth in the United States can slow due to low productivity, declining investments, limited access to credit, shrinking labor force, labor relations, concerns about the level of U.S. government debt, inflation, interest rates, tariffs (including retaliatory tariffs in response to tariffs imposed by the United States) and monetary and/or fiscal actions, as well as economic and political conditions in the U.S. and global markets, including international trade relations. Additionally, there is uncertainty regarding the impact of changes in the U.S. presidential administration and Congress on fiscal, monetary and regulatory policy. A prolonged period of slow economic growth or a significant deterioration in economic conditions or broader consumer trends, including employment, wage growth, savings rates and consumer indebtedness, would likely affect consumer spending levels and the ability and willingness of customers to pay amounts owed on the credit card accounts, and could have a material adverse effect on the bank’s business, key credit trends, results of operations and financial condition, and could have a material adverse effect on the performance of the receivables and your notes.

In addition, political events and uncertainties (including those arising from significant shifts in policy that impact consumers, such as tariffs and other trade-related measures, taxes and immigration, among others, and the potential or threat of retaliatory international and domestic policies), international tensions or hostilities, armed conflict, war (such as the ongoing war between Ukraine and Russia, and instability in the Middle East), civil unrest, outbreaks of illnesses, pandemics, endemic diseases, or other local or global health issues, climate-related events, impacts to the power grid, extended power outages, and natural disasters have, to varying degrees, negatively impacted the bank’s operations, brand partners, service providers, consumer spending, and consumers’ ability to pay on their accounts, and such events and conditions may negatively impact the bank going forward and the timing and amount of payments to you. One or more of these events may result in changes in accountholder payment patterns and credit card usage. For example, accountholders living in areas affected by extreme weather and natural disasters may suffer financial harm, reducing their ability to make timely payments on their credit card balances.

A decline in economic, political, market, global, health and social conditions could also impact the bank’s brand partners, including department stores and specialty retailers, and their decisions could reduce the number of cards, accounts and credit lines of their customers, which could have a significant adverse impact on the bank’s credit card business. See “– Payment and origination patterns of receivables and brand partner operations could reduce collections” and “– The issuing entity’s receivables may be concentrated in a limited number of brand partner programs” below.

Finally, as certain governments, investors and other stakeholders have sought to address climate change and other environmental, social and governance topics, this has led to new regulations and expectations that may cause significant shifts in disclosure, commerce and consumption behaviors. Conversely, other stakeholders hold differing

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views on sustainability-related goals and initiatives. Certain state governments and activist groups, and the current Presidential Administration through a series of executive orders and other actions, have pursued measures that appear designed to discourage companies from engaging in ESG practices or adhering to certain ESG principles. These dynamic, and sometimes conflicting circumstances may result in pressure from stakeholders, unfavorable reputational impacts, including inaccurate perceptions or misrepresentation of our actual business practices, diversion of management’s attention and resources, and litigation or investigations initiated by government authorities or private actors alleging that our activities are anti-competitive, discriminatory or otherwise unlawful, among other adverse impacts. Any failure, or perceived failure, by us to adhere to our public statements, comply fully with developing interpretations of sustainability-related laws and regulations, or meet evolving and varied stakeholder expectations and standards could negatively impact the bank’s business, reputation, financial condition and operating results.

The bank may change the terms and conditions of the accounts in a way that reduces collections.

As owner of the accounts, the bank retains the right to change various account terms, including finance charges, other fees and the required monthly minimum payment. These changes may be voluntary on the part of the bank or may be required by law or market conditions. Changes in interest and fees could decrease the effective yield on the accounts and this could reduce finance charge collections and result in an early payment of principal of your notes. Changes could also cause a reduction in the credit ratings on your notes.

Payment and origination patterns of receivables and brand partner operations could reduce collections.

The bank’s ability to generate new receivables is dependent upon its ability to compete in the current industry environment and upon brand partners from which purchases may be financed on its credit cards. Accordingly, the issuing entity is, to a significant extent, dependent upon sales at or through brand partners for the generation of receivables. The retail and other industries in which the bank’s brand partners compete are intensely competitive. Generally, brand partners compete not only with other retailers, department stores and catalogue sale businesses in the geographic areas in which they operate but also with numerous other types of retail outlets, including but not limited to online and other alternative retail channels and technologies, such as the emergence of agentic commerce (in which autonomous AI agents initiate and execute transactions on behalf of users). The bank’s ability to win new brand partner relationships and retain existing brand partners is subject to competitive pressures, including from other credit card issuers, financial institutions and fintech companies that may offer more favorable economic terms, enhanced technology platforms, or more comprehensive product offerings. There can be no assurance that brand partners will continue to generate receivables at the same rate as in prior years. Also, if a brand partner were to close some or all of its stores or diminish its online presence or stop honoring the related credit cards, the loss of utility of the affected credit cards could reduce the accountholders’ incentive to pay their outstanding balances.

In addition, the United States economy is cyclical and can experience periods of slowdown. Historically, high unemployment, economic uncertainty and the lack of availability of credit during such periods contributed to a decline in demand for many consumer products, including those sold by brand partners associated with accounts in the issuing entity’s portfolio. See “– Economic, political, market, health, global and social events or conditions may have a material adverse impact on the bank’s credit card business” above.

Deteriorating economic conditions and increased competition, among other factors, may increase the risk that a brand partner becomes subject to a voluntary or involuntary case under any applicable federal or state bankruptcy or other similar law. The bankruptcy of one or more brand partners could lead to a significant decline in the amount of new receivables and could lead to increased delinquencies and defaults on the receivables associated with a brand partner that is subject to such a proceeding under bankruptcy or similar laws. Any of these effects of a brand partner bankruptcy could result in the commencement of an early amortization period for one or more series of notes, including your series. If an early amortization event occurs, you could receive payment of principal sooner than expected. See “The Indenture – Early Amortization Events” and “The Notes – Redemption and Early Amortization of the Notes.”

The bank’s ability to generate new receivables is also dependent upon its ability to compete in the current industry environment. Because brand partners generally accept most major credit cards, various forms of consumer installment loans and split-pay products and other forms of payment and credit, not all sales made on credit at brand partners will generate receivables that will be transferred to the issuing entity. We cannot guarantee that credit card

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sales under the bank’s proprietary card programs will not decline as a percentage of total credit card sales by brand partners.

The receivables transferred to the issuing entity may be paid at any time. Prepayments represent principal reductions in excess of the contractually scheduled reductions. The rate of accountholder prepayments or defaults on credit card balances may be affected by a variety of competitive, economic and social factors.

Economic factors that may affect payment patterns and credit card usage include the rate of inflation, unemployment levels, relative interest rates, changes in monetary and/or fiscal policy, energy prices, consumer wages, savings rates and debt levels (including student loans), uncertainty regarding governmental policies, budget matters and the occurrence of government shutdowns, the availability of alternative financing, cost of credit (including mortgages), and real estate values, most of which are not within the bank’s control. A decrease in interest rates could cause accountholder prepayments to increase.

Social factors that may affect payment patterns and credit card usage include consumer confidence levels and the public’s attitude about the use of credit cards and incurring debt and the consequences of personal bankruptcy. Moreover, adverse changes in economic conditions in states where accountholders are located may have an adverse effect on general economic conditions, consumer and business confidence and general market liquidity. During periods of economic recession, high unemployment, high inflation, increased mortgage foreclosure rates, uncertainty regarding governmental budget matters and the occurrence of government shutdowns and low consumer and business confidence levels, card usage generally declines and delinquency and loss rates generally increase, resulting in a decrease in the amount of finance charge and principal collections, and these changes in card usage, delinquency and loss rates and the amount of finance charge and principal collections may be material. Any such developments could have an adverse impact on the accounts designated to the issuing entity’s Portfolio. See “– Economic, political, market, health, global and social events or conditions may have a material adverse impact on the bank’s credit card business” above.

We cannot assure you that the creation of additional receivables in the accounts will be designated to the issuing entity or that any particular pattern of accountholder payments will occur. A significant decline in the amount of new receivables generated could result in the occurrence of an early amortization event for one or more series and the commencement of the early amortization period for each of those series. If an early amortization event occurs, you could receive payment of principal sooner than expected. In addition, changes in finance charges can alter the monthly payment rates of accountholders. A significant decrease in monthly payment rates could slow the return or accumulation of principal during an amortization period or accumulation period. See “The Notes – Principal Payments” and “The Notes – Redemption and Early Amortization of the Notes.”

Termination of certain credit card programs could lead to a reduction of receivables in the issuing entity.

The bank operates its co-brand and private label credit card programs (other than its proprietary credit card program) with various brand partners under program agreements with fixed minimum terms. The program agreements typically have contract terms ranging from approximately [five] to [ten] years and as of the date of this prospectus, remaining terms of active programs range from less than [●] [months][years] to over [●] [months][years]. Some of these program agreements provide that, upon expiration, the brand partner has either the option or the obligation to purchase the receivables generated with respect to its program, including receivables in the issuing entity. If terminations and/or purchases by brand partners were to occur with respect to brand partners whose programs generate a significant portion of the issuing entity’s portfolio, and the bank was unable to provide receivables arising under newly designated additional accounts to replace those purchased by a brand partner, an early amortization period could begin. See “The Indenture – Early Amortization Events” and “The Notes – Redemption and Early Amortization of the Notes.”

In addition, the program agreements generally permit the brand partner to discontinue the program prior to the termination date if the bank materially breaches its obligations under the program agreement. If the bank was unable to adequately perform its obligations, or a brand partner were otherwise to assert that the bank was not adequately performing, then one or more of the programs could be terminated, leading to reduction in the generation of receivables. Any such early termination may have a material adverse impact on the bank’s ability to designate new accounts to the issuing entity’s portfolio and generate new receivables. For co-brand credit card programs, changes to

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card benefits, rewards accrual/redemption or marketing support under program agreements may also reduce accountholder spend and the volume of receivables designated to the issuing entity’s portfolio. The terms and conditions of co-branding agreements may affect the bank’s ability to retain accountholders and maintain receivable volumes if brand partners seek modifications or if the agreements are not renewed on favorable terms.

The issuing entity’s receivables may be concentrated in a limited number of brand partner programs.

The issuing entity’s portfolio may be concentrated in receivables generated by a limited number of brand partners. As of [●], receivables generated by the [●] largest brand partner programs represented approximately [●]% of total receivables in the issuing entity. In particular, the bank’s programs with [●], [●] and [●] each account for a significant percentage of receivables in the issuing entity’s portfolio. A significant reduction in receivables generated by any of these programs, whether due to termination or non-renewal of the related program agreement, deterioration in the brand partner’s business, reduced consumer spending at the brand partner’s locations, or other factors, could have a material adverse effect on the volume and credit quality of receivables in the issuing entity and could result in the commencement of an early amortization period for one or more series of notes, including your series. The bank’s business is intensely competitive, and there can be no assurance that the bank will retain the business of all significant brand partners in the issuing entity’s portfolio going forward. See “The Indenture – Early Amortization Events” and “The Notes – Redemption and Early Amortization of the Notes.”

The bank’s ability to originate and service receivables is dependent upon its continued access to funding sources.

The bank’s ability to originate and service receivables is dependent upon its continued access to funding sources. The bank uses the securitization of its credit card receivables as a significant source of funding. If the bank was unable to regularly securitize its receivables, its ability to generate new receivables and to service receivables could be materially impaired. A number of factors affect securitization transactions, some of which are beyond the bank’s control, including:

• conditions in the securities markets in general and the asset-backed securitization market in particular;

• conformity in the quality of credit card receivables to hired nationally recognized statistical rating organizations’ requirements and changes in that quality or those requirements; and

• ability to fund required overcollateralizations or credit enhancements, which are routinely utilized in order to achieve better credit ratings to lower borrowing cost.

In addition to securitization, the bank relies on other funding sources, including deposits and borrowings, to support its credit card origination activities. The bank’s ability to maintain adequate funding from these sources depends on a number of factors, including prevailing interest rates, competition for deposits, the bank’s credit ratings and financial condition, and regulatory requirements governing deposit-taking activities. A significant reduction in the bank’s access to any of its funding sources could impair the bank’s ability to originate new receivables and could adversely affect the volume and credit quality of receivables in the issuing entity.

Deteriorating economic conditions, increased competition and shifts in consumer behavior, among other factors, may lead to an increase in bankruptcies among brand partners who have entered into co-brand and private label credit card programs with the bank. The bankruptcy of one or more brand partners could lead to a decline in the amount of new receivables and could lead to increased delinquencies and defaults on the receivables associated with a brand partner that is subject to a proceeding under bankruptcy or similar laws. Any of these effects of a brand partner bankruptcy could result in the commencement of an early amortization period for one or more series of notes, including your series, particularly if such an event were to occur with respect to a brand partner relating to a large percentage of the assets of the issuing entity. See “The Indenture – Early Amortization Events” and “The Notes – Redemption and Early Amortization of the Notes.”

As a result of Basel III, which refers generally to a set of regulatory reforms adopted in the U.S. and internationally that are meant to address issues that arose in the banking sector during the 2008-2010 financial crisis,

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banks have become subject to more stringent capital, liquidity and leverage requirements. In response to Basel III, some of the noteholders of the issuing entity’s variable funding notes have sought and obtained the ability to delay disbursement of funding increases by up to 35 days. Although the issuing entity can request funding from other noteholders who have not delayed their funding, the issuing entity’s access to financing could be disrupted if all of the noteholders implement such delays or if the lending capacities of those who did not do so were insufficient to make up the shortfall. Furthermore, in July 2023, the U.S. federal banking regulators proposed new rules, commonly referred to as the Basel III “Endgame” or B3E, which would significantly revise the capital requirements applicable for large U.S. banking organizations with total assets of $100 billion or more. Following initial consultation, federal banking regulators reproposed rules implementing B3E in March 2026. If adopted, B3E would generally require large U.S. banking organizations to maintain higher levels of capital than under the current Basel III requirements. These higher capital requirements could cause large U.S. banking organizations to reduce their lending activities and increase the issuing entity’s borrowing costs. For example, excess spread may be affected if the issuing entity’s borrowing costs increase as a result of B3E changes to the existing capital requirements. Such cost increases may result, for example, because the noteholders are entitled to indemnification for increased costs resulting from such regulatory changes, such as increased capital requirements. The future implementation of the B3E requirements remains uncertain.

The bank intends to continue securitizations of its credit card receivables. The inability to securitize credit card receivables due to changes in the market, regulatory proposals, the unavailability of credit enhancements, or any other circumstance or event could have a material adverse effect on the bank’s business, financial condition and operating results.

Failure to safeguard the bank’s databases and consumer privacy could affect the bank’s reputation among its clients and their customers and may expose the bank to legal claims or regulatory enforcement actions.

An important feature of the bank’s credit services is the ability to develop and maintain individual consumer profiles. As part of the bank’s co-brand, private label and proprietary credit card programs, it maintains marketing databases containing information on consumers’ account transactions. Although the bank has extensive physical and cyber security procedures, the databases may be subject to unauthorized access. Information security risks for large financial institutions like the bank are high due to, in part, the constant introduction and evolution of new technologies to conduct financial and other business transactions and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others, including nation-state actors and those employing artificial intelligence or other advanced techniques. The bank or its third-party service providers have not identified cybersecurity threats that have materially affected the bank’s business, but the bank faces ongoing risks from cybersecurity threats such as loss or theft of data, ransomware or other disruptive attacks, and third-party supply chain issues. If the bank experiences a security breach, the integrity of the databases could be affected. Security and privacy concerns may cause consumers to resist providing the personal data necessary to support the bank’s loyalty and marketing programs. The use of co-brand, private label and proprietary credit card programs could decline if any well-publicized compromise of security occurred. In addition, any unauthorized release of customer information, or any public perception that the bank released consumer information without authorization, could subject the bank to legal claims from its brand partners or consumers or regulatory enforcement actions, which may adversely affect brand partner relationships.

The bank is subject to risks of fraud, which could result in higher charge-off rates.

The bank is subject to risks of fraud, including identity theft, synthetic identity fraud, account takeover, and application fraud. If fraud levels increase, the bank may experience higher charge-off rates on the affected receivables, which could reduce collections available to make payments on your notes. In addition, increased fraud may require the bank to invest additional resources in fraud detection and prevention, which could increase operating costs and divert management’s attention from other aspects of the bank’s credit card business.

The bank’s credit card operations could be adversely impacted if affiliates and third-party service providers fail to fulfill their obligations.

The failure of affiliates or third-party service providers to deliver products and services at contracted service levels or standards or in sufficient quantities and in a timely manner could adversely affect the bank’s credit card

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business. If the bank’s significant affiliates or third-party service providers were unable or unwilling to fulfill or renew existing contracts on current terms, the bank might not be able to replace the related product or service at the same cost, in a timely fashion, or at all, any of which could negatively impact the bank’s profitability. In addition, if an affiliate or a third-party service provider fails to meet contractual requirements, such as compliance with applicable laws and regulations, the bank’s credit card operations could suffer harm that could have a material adverse impact on its credit card business. The bank or its third-party service providers have developed or incorporated, or may in the future develop or incorporate, artificial intelligence technology in certain business processes, services or products. The legal and regulatory environment relating to artificial intelligence is uncertain and rapidly evolving, and evolving laws and regulations could require changes in implementation of such technology and increase compliance costs and the risk of non-compliance, which could adversely affect the bank’s credit card operations and the servicing of the receivables.

Technology transformation projects are complex undertakings, which may result in unanticipated consequences that may adversely impact the bank’s credit card business.

Technology transformation projects are complex undertakings that may result in unanticipated and adverse impacts. For example, in 2022, the bank’s parent company, Bread Financial Holdings, Inc. (“Bread Financial”) completed the transition of its credit card processing services to strategic outsourcing partners. In connection with the transition, the bank experienced unanticipated issues with platform stability, which resulted in outages and interruptions in call center operations and online customer service platforms. These outages and interruptions resulted in a number of adverse impacts, including the issuance of a consent order by the FDIC to Comenity Servicing relating to certain information technology (IT) governance matters and separate agreements by each of the bank and Comenity Bank to pay civil money penalties of $1 million to the FDIC. The consent order was terminated by the FDIC on March 31, 2026. More generally, technology transformation projects may present significant risks and unanticipated impacts, including, but not limited to, operational execution errors, platform stability issues, security vulnerabilities, potential losses or corruption of data, changes in security processes, implementation delays and cost overruns, resistance from current partners and accountholders, disruption to operations and loss of customization or functionality. These and other potential challenges may adversely impact the bank’s credit card business and could adversely affect the timing and amount of payments on your notes.

Loss of data center capacity, interruption due to cyber-attacks, loss of network links or inability to utilize proprietary software of affiliates or third-party service providers could affect the bank’s ability to timely meet the needs of its clients and their customers.

The bank’s ability, and that of its third-party service providers, to protect the bank’s data centers against damage, loss or performance degradation from fire, power loss, network failure, cyber-attacks, including ransomware or denial of service attacks, and other disasters is critical. In order to provide many of its services, the bank must be able to store, retrieve, process and manage large amounts of data as well as periodically expand and upgrade its technology capabilities. Any damage to the bank’s data centers, or those of its third-party service providers, any failure of its network links that interrupts operations or any impairment of its ability to use its software or the proprietary software of affiliates or third-party service providers, including impairments due to cyber-attacks, could adversely affect the bank’s ability to meet its clients’ needs and their confidence in utilizing the bank for future services. The occurrence of any such event could adversely affect the bank’s ability to service the receivables, including accounts designated to the issuing entity’s portfolio.

The bank and its affiliates may not be successful in realizing the benefits associated with acquisitions, dispositions and strategic investments, and its business and reputation could be materially adversely affected.

The bank’s parent company, Bread Financial, has from time to time acquired businesses, divested businesses and made strategic investments in businesses, products, technologies, platforms or other ventures, and it expects to continue to evaluate potential acquisitions, dispositions, investments and other transactions in the future. There are numerous risks associated with acquisitions, dispositions and the implementation of new business opportunities, including the impact on Bread Financial’s financial condition due to the timing and results of the acquisition, disposition or new business implementation or the failure of the new, acquired or sold business to meet operating expectations.

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In November 2021, Bread Financial completed the spinoff of its former LoyaltyOne segment into an independent company (the “LVI spinoff”). Litigation and claims relating to that spinoff are ongoing. In Canada, LoyaltyOne, Co. (the Loyalty Ventures Inc. (“LVI”) subsidiary that operated its Canadian AIR MILES business) filed suit against Bread Financial and its general counsel in the Ontario Superior Court of Justice in Canada in October 2023. The lawsuit asserts that Bread Financial’s general counsel, in his capacity as a pre-spinoff director of LoyaltyOne, Co., breached various fiduciary duties owed to LoyaltyOne, Co. in connection with the LVI spinoff and certain other transactions, and that Bread Financial assisted in and benefited from those breaches. The lawsuit seeks damages in the amount of $775 million. In the U.S., the liquidating trustee commenced certain actions against Bread Financial in February 2024. Specifically: (i) in LVI’s U.S. Chapter 11 case in the Bankruptcy Court for the Southern District of Texas, the liquidating trustee filed an adversary proceeding against Bread Financial and its general counsel alleging actual and constructive fraudulent transfers, among other claims, in connection with the LVI spinoff; and (ii) in Delaware Chancery Court, the liquidating trustee filed an action against Bread Financial, each of the members of Bread Financial’s Board of Directors at the time of the LVI spinoff, and certain members of Bread Financial’s executive management team alleging breaches of fiduciary duties (and aiding and abetting breaches of fiduciary duties) in connection with the LVI spinoff. Among other things, in each of these actions the liquidating trustee seeks damages in the amount of approximately $750 million plus interest, fees and expenses. In the Texas action, certain of the claims proceeded past a motion to dismiss, and in January 2026 our motion for partial summary judgment was denied, which Bread Financial has appealed. In connection with the LVI spinoff, Bread Financial also entered into a tax matters agreement, and LoyaltyOne, Co. is contesting Bread Financial’s entitlement to certain potential tax refunds under the tax matters agreement. While Bread Financial believes these claims are without merit and intends to defend itself vigorously, litigation outcomes are inherently uncertain, can be costly and time-consuming, and could adversely affect Bread Financial’s financial position, results of operations and financial condition, which could in turn adversely affect the financial position of the bank and its ability to service the receivables.

Adverse developments affecting the economy and the financial services industry, may have a material adverse effect on the bank.

As described above under “Economic, political, market, health, global and social events or conditions may have a material adverse impact on the bank’s credit card business,” various factors can negatively affect consumer spending and the retail economy, and some or all of such factors can also have an adverse effect on the financial services industry. For example, in 2023, three large regional U.S. banks were closed or went into receivership. If other banks or financial institutions enter receivership or become insolvent in the future due to factors affecting the banking system and financial markets, it could have an adverse effect on the liquidity of the U.S. financial system and, among other things, the cost, availability and accessibility of commercial financing, any of which could adversely affect the ability of the bank and its brand partners to finance their operations and the ability of the servicer to service the receivables.

More broadly, these events created elevated concern among market participants about the liquidity, default, and non-performance risk associated with banks, other financial institutions and the financial services industry generally. Concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for the bank to acquire financing or refinancing on acceptable terms, or at all. These or similar events may also result in potentially adverse changes to laws or regulations governing banks, including, for example, the imposition by the FDIC of higher capital, liquidity or interest rate risk requirements, or may prompt the FDIC to increase its premiums above current levels or issue special assessments. Any of these occurrences could have material adverse impacts on the bank’s liquidity and its business operations and financial condition, and could restrict the manner in which the servicer is able to conduct its activities on behalf of the issuing entity or otherwise adversely affect the bank’s ability to service the receivables.

[Planned merger of Comenity Bank into the bank may affect origination and servicing operations and the composition of the portfolio.

In December 2025, the bank filed applications with the federal and respective state regulators for permission to merge Comenity Bank with and into the bank, with the bank being the surviving entity. Pending regulatory approval and the expiration of applicable waiting periods, the merger is expected to occur in the second half of 2026. If completed, the merger could result in changes to origination or servicing systems, operations or personnel and could

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result in the addition of receivables and accounts to the portfolio, subject to eligibility and designation requirements in the transaction documents. There can be no assurance that the merger will be completed on the anticipated timeline, or at all, or that the integration of Comenity Bank’s operations will not result in disruptions to the servicing of receivables, which could delay or reduce payments on your notes.]

Insolvency and Security Interest Related Risks

The conservatorship, receivership, bankruptcy, or insolvency of the bank or BFF could result in accelerated, delayed, or reduced payments to you.

The bank is a Utah industrial bank, and its deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”). If certain events were to occur involving the bank’s financial condition or the propriety of its actions, the FDIC could be appointed as conservator or receiver for the bank and, in that capacity, could exercise broad powers over the bank and its assets, obligations, and operations.

The bank transfers receivables to BFF, and BFF transfers the receivables to the issuing entity. Each transfer of receivables by the bank to BFF, and each transfer of receivables by BFF to the issuing entity, is intended to be a sale. The FDIC or other interested parties, however, could take the position that any of these transfers constitutes only the grant of a security interest under applicable law, that the bank continues to own the receivables, and that the FDIC as conservator or receiver for the bank should control the receivables.

Under the current version of the FDIC’s regulation on securitization transactions, the FDIC Rule, the FDIC has stated that if certain conditions are satisfied, then:

• If the FDIC as conservator or receiver provides a written notice of repudiation of the transaction document pursuant to which the securitized assets were transferred, and the FDIC does not pay damages within ten business days following the effective date of the notice, the parties can exercise any of their contractual rights in accordance with the transaction documents, including, but not limited to, taking possession of the securitized assets and exercising self-help remedies as a secured creditor under the transaction documents, provided no involvement of the FDIC is required other than such consents, waivers, or execution of transfer documents as may be reasonably requested in the ordinary course of business in order to facilitate the exercise of these contractual rights. The damages to be paid by the FDIC are the par value of the obligations issued in the securitization on the date of appointment of the FDIC as conservator or receiver, less any payments of principal received by the holders of the obligations through the date of repudiation, plus unpaid accrued interest through the date of repudiation in accordance with the transaction documents to the extent available from collections on the securitized assets received through the date of repudiation. Upon payment of these damages, all liens or claims on the securitized assets under the transaction documents are released.

• If at any time after appointment of the FDIC as conservator or receiver, the FDIC is in a monetary default due to its failure to pay or apply collections from the securitized assets in accordance with the transaction documents, whether as servicer or otherwise, and remains in monetary default for ten business days after written notice, then the parties can exercise any of their contractual rights in accordance with the transaction documents, including, but not limited to, taking possession of the securitized assets and exercising self-help remedies as a secured creditor under the transaction documents, provided no involvement of the FDIC is required other than such consents, waivers, or execution of transfer documents as may be reasonably requested in the ordinary course of business in order to facilitate the exercise of such contractual rights. The insolvent bank will have no further obligations under the transaction documents.

Each transfer of receivables by the bank has been intended to satisfy all of the conditions of the FDIC Rule. The conditions of the FDIC Rule are numerous and complex, however. The FDIC Rule is an untested regulation, and its interpretation remains uncertain. There is no guarantee that the FDIC will not determine that a condition of the FDIC Rule has not been satisfied. The FDIC may attempt to assert that there can be no judicial review of its

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determination. Even if the FDIC determines that all of the conditions of the FDIC Rule have been satisfied and the FDIC fully performs under the FDIC Rule, there may be delays in payments on the notes, the notes may not be paid in full, and the holders of the notes may suffer losses.

While the FDIC Rule provides that payments on the obligations issued in the securitization will continue to be made (to the extent that there are sufficient collections on the securitized assets) prior to repudiation or default, the indenture trustee and the holders of the notes will likely be prevented from exercising any of their other rights or remedies pending the expiration of the time periods specified in the FDIC Rule.

If the FDIC repudiates the receivables purchase agreement, it is not clear under the FDIC Rule whether the indenture trustee will be permitted by the FDIC to apply collections on the receivables that are received prior to repudiation to the payment of interest on the notes that accrues during the ten business day period referred to in the FDIC Rule. It is unlikely that the indenture trustee will be permitted by the FDIC to receive payments collected on the receivables after the repudiation. Under such circumstances, there will be losses on the notes.

As described above, under certain circumstances the FDIC Rule authorizes the indenture trustee to exercise its contractual rights under the transaction documents. The FDIC Rule requires, however, that this exercise of contractual rights not require the involvement of the FDIC (other than such consents, waivers, or execution of transfer documents as may be reasonably requested in the ordinary course of business). Because the Receivables are intangible property that cannot be physically possessed, it is not entirely clear which contractual rights the indenture trustee can exercise that would not require the involvement of the FDIC. It is possible that the rights that the indenture trustee can exercise without the involvement of the FDIC may not be sufficient to realize for the holders of the notes the full value of the Receivables. Under such circumstances, you could suffer a loss on your investment.

If any of the conditions of the FDIC Rule were found not to have been met, the FDIC may attempt to assert that the holders of the notes are secured creditors of the bank (that are not entitled to the benefits of the FDIC Rule). There could be delays in payments on the notes, and the noteholders and the indenture trustee may be prevented from exercising any of their rights and remedies, while these issues are being contested. If the FDIC prevails, there may be delays or reductions in payments on the notes.

Regardless of whether the conditions of the FDIC Rule were satisfied and the FDIC performed its obligations under the FDIC Rule, distributions to you could be adversely affected if the bank entered conservatorship or receivership.

The FDIC may be able to obtain a judicial stay of any action to collect payments under or otherwise enforce the transaction documents or the notes. Further, the FDIC may require that its claims process be followed before payments on the receivables are released. The delay caused by any of these actions could result in losses to you.

The FDIC, moreover, may have the power to choose whether or not the terms of the transaction documents will continue to apply. Thus, regardless of what the transaction documents provide, the FDIC could:

• authorize the bank to assign or to stop performing some or all of its obligations under the transaction documents, including its obligations to service the receivables, to repurchase receivables, or to provide administrative services for BFF or the issuing entity;

• prevent the appointment of a successor servicer or the appointment of a successor provider of administrative services for BFF or the issuing entity;

• alter the terms on which the bank continues to service the receivables, to provide administrative services for BFF or the issuing entity, or to perform its other obligations under the transaction documents, including the amount or the priority of the fees paid to the bank;

• prevent or limit the commencement of an early redemption of the notes, or instead do the opposite and require the early redemption to commence;

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• prevent or limit the early liquidation of the receivables or the termination of the issuing entity, or instead do the opposite and require those to occur; or

• prevent or limit continued transfers of receivables, or instead do the opposite and require those to continue.

The FDIC may also be able to assign some or all of the bank’s rights and obligations under the transaction documents, including the bank’s rights and obligations as servicer or provider of administrative services, to a third party without the consent, and even over the objection, of the parties, and without complying with the requirements of the applicable documents.

The FDIC may be able to assign or repudiate only part of a transaction document, and it may not be required to assign or repudiate the entire transaction document.

If any of these events were to occur, payments to you could be accelerated, delayed, or reduced. In addition, these events could result in other parties to the transaction documents being excused from performing their obligations, which could cause further losses on your investment.

In order to comply with the requirements of the FDIC Rule, the representations and warranties of the bank as seller are set forth in a separate transaction document from the obligations of the bank as servicer. This has the effect of making it easier for the FDIC to attempt to repudiate the bank’s representations and warranties and the bank’s related buyback obligations, while at the same time assigning the servicing of the transaction to a servicer of the FDIC’s choosing without complying with the terms of the transaction documents. Should this occur, you could suffer losses on your investment.

The FDIC has asserted that certain of its determinations in receivership and conservatorship matters are not subject to judicial review, that it is not obligated to pay damages unless the bank in receivership has funds left over after paying all depositors in full, and that if it is required to pay damages, it can pay such damages with a receivership certificate rather than in cash. A receivership certificate generally entitles the holder to payment up to the amount thereof from available receivership assets, in the priority established by statute and at the time determined by the FDIC. If the FDIC were to successfully take any of these positions in connection with a receivership or conservatorship of the bank, you could suffer losses on your investment.

Distributions to you also could be adversely affected if the FDIC were to argue that any term of the transaction documents violates applicable regulatory requirements.

BFF is a subsidiary of the bank. Certain banking laws and regulations may apply not only to the bank but to its subsidiaries as well. If BFF were found to have violated any of these laws or regulations, you could suffer a loss on your investment.

In the receivership of an unrelated national bank, the FDIC successfully argued to the United States Court of Appeals for the District of Columbia Circuit that certain of its rights and powers extended to a statutory trust formed and owned by that national bank in connection with a securitization of credit card receivables. If the bank were to enter conservatorship or receivership, the FDIC could argue that its rights and powers extend to BFF or the issuing entity. If the FDIC were to take this position and seek to repudiate or otherwise affect the rights of the indenture trustee or the noteholders under any transaction document, losses to you could result.

In addition, no assurance can be given that the FDIC would not attempt to exercise control over the receivables or the other assets of BFF or the issuing entity on an interim or a permanent basis. If this were to occur, payments to you could be delayed or reduced.

BFF and the issuing entity have been established so as to minimize the risk that any of them would become insolvent or enter bankruptcy. Still, each of them may be eligible to file for bankruptcy, and no assurance can be given that the risk of insolvency or bankruptcy has been eliminated. If BFF or the issuing entity were to become insolvent or were to enter bankruptcy, you could suffer a loss on your investment. Risks also exist that, if BFF or the issuing

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entity were to enter bankruptcy, the other and its assets (including the receivables) would be treated as part of the bankruptcy estate.

You could also suffer a loss on your investment if an orderly liquidation of BFF or the issuing entity were commenced under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the FDIC were appointed as receiver.

Regardless of any decision made by the FDIC or any ruling made by a court, moreover, the mere fact that the bank, BFF, or the issuing entity has become insolvent or has become the subject of a conservatorship, receivership, or bankruptcy could have an adverse effect on the value of the receivables and on the liquidity and the value of the notes.

There also may be other possible effects of a conservatorship, receivership, bankruptcy, or insolvency of the bank, BFF, or the issuing entity that could result in losses on your investment.

The conservatorship, receivership, bankruptcy, or insolvency of other parties to the transactions could result in accelerated, delayed, or reduced payments to you.

Other parties to the transactions, such as subservicers, any eligible institutions, third-party service providers or brand partner, may have material roles. If any of these parties were to become the subject of a conservatorship, receivership, or bankruptcy or were to become insolvent, there could be losses on your investment.

The transferor and the bank may consolidate, merge or transfer obligations without your consent, which could delay or reduce payments on your notes.

The transferor and the bank may consolidate with or merge into another entity or transfer their obligations as permitted under the transaction documents, without your consent. Any such transaction could result in changes to origination or servicing systems, operations or personnel and could affect the designation of additional accounts and automatic additional accounts or the servicing of the receivables, which could delay or reduce payments on your notes. See “Certain Matters Regarding the Servicer and the Administrator of the Issuing Entity – Outsourcing of Servicing – Merger or Consolidation of the Transferor or the Servicer.” [See also “Risk Factors – Business Risks Relating to the Bank’s Credit Card Business – [Planned merger of Comenity Bank into the bank may affect origination and servicing operations and the composition of the portfolio.]”]

It may be difficult to appoint a suitable successor servicer if the bank ceases to act as servicer; reliance on outsourced servicing functions could increase transition risk.

If a servicer default occurs or the bank resigns or is otherwise replaced as servicer, the indenture trustee will seek to appoint a successor meeting the eligibility and capability requirements in the servicing agreement. Potential successor servicers may lack capacity to service the portfolio at the compensation level specified in the applicable indenture supplement or may be unwilling to accept appointment on those terms. If no successor has been appointed and accepted by the time the bank ceases to act, the indenture trustee will automatically become successor servicer; however, the indenture trustee may not have credit card servicing operations, and the compensation provided for in the transaction documents may be insufficient to cover its actual costs and expenses. In addition, the bank outsources certain customer service, billing and collections functions to Comenity Servicing; transitions away from that outsourced platform may be complex and disruptive. Any of these circumstances could adversely affect servicing performance and the timing and amount of payments on your notes. See “Certain Matters Regarding the Servicer and the Administrator of the Issuing Entity – Servicer Default” and “– Outsourcing of Servicing.”

Some interests could have priority over the indenture trustee’s interest in the receivables, which could cause delayed or reduced payments to you.

Representations and warranties are made that the indenture trustee has a perfected security interest in the receivables. If any of these representations and warranties were found not to be true, however, payments to you could be delayed or reduced.

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In addition, the transaction documents permit certain tax liens to have priority over the indenture trustee’s perfected security interest in the receivables. If any of these tax liens were to arise, or if other interests in the receivables were found to have priority over those of the indenture trustee, you could suffer a loss on your investment.

Furthermore, if a conservator or receiver for the bank or a bankruptcy trustee for BFF were to argue that any of its administrative expenses relate to the receivables or the transaction documents, those expenses could be paid from collections on the receivables before the indenture trustee receives any payments, which could result in losses on your investment.

The indenture trustee may not have a perfected security interest in collections commingled by the servicer with its own funds, which could cause delayed or reduced payments to you.

Collections held by the servicer, on behalf of the issuing entity, will generally be commingled with other funds and used for its own benefit for two Business Days prior to deposit into the collection account. The indenture trustee may not have a perfected security interest in these amounts, and thus payments to you could be delayed or reduced if the servicer were to enter conservatorship or receivership, were to become insolvent or were to fail to perform its obligations under the transaction documents. See “Sources of Funds to Pay the Notes – Deposits in Collection Account.”

Other Legal and Regulatory Risks

A foreign person’s investment in the notes may be treated as being engaged in a U.S. trade or business.

The notes are expected to be treated as debt for United States federal income tax purposes. Certain activities undertaken or performed by foreign persons in the United States (including in certain circumstances through agents) could constitute engaging in a U.S. trade or business (within the meaning of Section 864 of the Internal Revenue Code), which may give rise to income that is effectively connected with the conduct of such a U.S. trade or business and is subject to federal and state net income taxation (and requires the filing of tax returns with the United States). These activities could include the lending of money, origination of loans and financing, or extension of credit. The determination of whether a person is engaged in a trade or business within the United States is based on a highly factual analysis that takes into account all facts and circumstances. There is no direct guidance provided as to which activities constitute being engaged in a U.S. trade or business and it is not certain how a court would construe the existing indirect authorities. Furthermore, the precise contours of the so-called “securities trading safe harbor” under Section 864(b)(2) of the Internal Revenue Code is similarly unclear. Therefore, prospective investors that are foreign persons should consult their own tax advisors to determine their treatment under these rules with respect to an investment in a note.

The notes may be issued with original issue discount for United States federal income tax purposes.

The notes may be issued with original issue discount for United States federal income tax purposes. A holder of an interest in a note generally will be required to accrue original issue discount on a current basis as ordinary income and pay tax accordingly, even before such holder receives cash attributable to that income and regardless of such holder’s method of tax accounting. See “Federal Income Tax Consequences — Consequences to Holders of an Interest in the Offered Notes — Interest and Original Issue Discount.”

Changes in federal tax legislation could adversely affect the business, financial condition and results of operations of the issuing entity or the bank or their affiliates.

Congress periodically considers various legislative proposals for tax reform that could result in significant changes to the federal tax rules. It is possible that one or more proposals currently being considered or future tax reform proposals could be enacted that would have an adverse impact on the business, financial condition and results of operations of the issuing entity or the bank or their affiliates, or an adverse impact on you. The timing and details of any tax reform legislation, as well as the impact it may have on the issuing entity or the bank or their affiliates, or on you, remain unclear. Holders of interests in the notes should consult their own tax advisors regarding the possible effects of these proposals on the notes.

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Regulatory action could result in losses or delays in payment.

The bank is regulated, examined and supervised by the Utah Department of Financial Institutions, the FDIC and the Consumer Financial Protection Bureau (“CFPB”). See “ – Financial regulatory reforms could adversely impact the issuing entity or your notes, including by impeding origination or collection efforts, changing account holder use patterns, or reducing collections.” These regulatory authorities, as well as others, have broad powers of enforcement over the bank and its affiliates.

If any regulatory authority were to conclude that an obligation under the transaction documents constituted an unsafe or unsound practice or violated any law, regulation, written condition, or agreement applicable to the bank or BFF, that regulatory authority may have the power to order the bank or BFF to rescind the applicable transaction document, to refuse to perform the obligation, to amend the terms of the obligation, to sell or transfer assets, or to take any other action considered appropriate by that authority. In addition, the bank and BFF probably would not be liable to you for contractual damages for complying with such an order, and you likely would have no recourse against the regulatory authority. Therefore, if such an order were issued, payments to you could be accelerated, delayed, or reduced.

In one case, the Office of the Comptroller of the Currency issued a cease and desist order against a national banking association that was found to have been servicing credit card receivables on terms that were inconsistent with safe and sound banking practices. That order required the financial institution to cease performing its duties as servicer within approximately 120 days, to immediately withhold and segregate funds from collections for payment of its servicing fee (despite the priority of payments in the securitization documents and the perfected security interest of the related trust in those funds), and to increase its servicing fee percentage above that specified in the securitization documents. The bank has no reason to believe that its servicing arrangements are contrary to safe and sound banking practices or otherwise violate any law, regulation, written condition, or agreement applicable to the bank. If a regulatory authority were to conclude otherwise, however, you could suffer a loss on your investment.

The bank, BFF and the issuing entity could be named as defendants in litigation, resulting in increased expenses and greater risk of loss on your notes.

The bank is subject to the risks of litigation as a result of a number of factors and from various sources, including the highly regulated nature of the financial services industry, the focus of state and federal prosecutors on banks and the financial services industry and the structure of securitization funding programs in the credit card industry.

In the normal course of business, from time to time, the bank has been named as a defendant in various legal actions, including arbitrations, class actions and other litigation, arising in connection with its business activities. While historically the arbitration provision in the bank’s customer agreements generally has limited the bank’s exposure to consumer class action litigation, there can be no assurance that the bank will be successful in enforcing the arbitration clause in the future. There may also be legislative, administrative or regulatory efforts to directly or indirectly prohibit the use of pre-dispute arbitration clauses.

As an assignee of credit card receivables, the issuing entity could likewise be subject to the risks of litigation challenging whether non-bank entities purchasing receivables originated by a bank may rely on federal preemption of state usury laws. In particular, the United States Court of Appeals for the Second Circuit, Madden v. Midland Funding, LLC (No. 14-2131-cv, 2015 WL 2435657), 786 F.3d 246 (2d Cir. 2015), cert. denied, 136 S.Ct. 2505 (June 27, 2016), created some level of uncertainty as to whether non-bank entities purchasing loans originated by a bank may rely on federal preemption of state usury laws, and such decision may create an increased risk of litigation by plaintiffs challenging the issuing entity’s ability to collect interest in accordance with the account terms of certain receivables. In Madden, the Second Circuit concluded that a non-bank assignee of a loan originated by a national bank is not entitled to rely on the National Bank Act’s preemption of state usury laws. The U.S. Supreme Court denied the petition for certiorari filed by Midland Funding, LLC, and the case was remanded to the district court.

Although the Madden decision specifically addressed preemption under the National Bank Act, such decision could support future challenges to federal preemption for federally-insured, state-chartered depository institutions, like the bank. There can be no assurances as to the outcome of any potential litigation, or the possible impact of the

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litigation on the bank or the issuing entity. However, we believe that the Second Circuit’s decision in Madden and the subsequent opinion by the district court on remand should not limit the ability of the bank to securitize its credit card receivables or the ability of the issuing entity to collect interest on the receivables in accordance with their account terms. We believe the facts presented in the Madden case are distinguishable from the sale of receivables by the bank to BFF and by BFF to the issuing entity in that the bank continues to own the credit card accounts giving rise to the transferred receivables, the bank continues to service the receivables and each of the BFF and the issuing entity is an affiliate of the bank.

In 2020, federal district courts dismissed two significant cases that had challenged the ability of securitization entities to collect interest at the rates originally contracted for by the originating bank. The plaintiffs in both cases alleged that the defendants’ acquisition, collection and enforcement of the rates and fees in the bank’s credit card agreements for the acquired receivables violated New York’s civil usury law and, that, as in Madden, the defendants, as non-bank entities, are not entitled to the benefit of federal preemption of state usury law. The courts found that application of state usury law would significantly interfere with a national bank’s right to sell and securitize loans and both cases were dismissed. See Petersen et al. v. Chase Funding, LLC et al., (No. 1:19-cv-00741) (W.D.N.Y. June 6, 2019); Cohen et al. v. Capital One Funding, LLC et al., (No. 19-03479 (E.D.N.Y. June 12, 2019), ECF No. 1. Similar litigation against other bank-affiliated special purpose entities participating in securitizations of credit card receivables, such as the issuing entity and BFF, may be possible. Any such development would subject such participants to significant expense and exposure to loss and could result in such receivables with rates of interest that exceed applicable state usury limits being subject to interest rate reductions or being deemed void or unenforceable and requiring forfeiture of principal and/or interest (paid or to be paid). If this were to occur with respect to the issuing entity or BFF, you may suffer a delay in payment or loss on your notes.

In response to the uncertainty created by Madden, the OCC and the FDIC promulgated final rules to codify the “valid-when-made” doctrine. These rules affirm that if an interest rate is permissible under federal banking law at origination, it continues to be permissible when it is subsequently sold, assigned or otherwise transferred. The OCC final rule became effective on August 3, 2020, and the FDIC final rule became effective on August 21, 2020. Several federal district courts have found these rules binding, but no federal circuit court of appeal has yet ruled on them. See California et al. v. OCC, (No. 4:20-cv-5200-JSW (N.D. Cal. Feb. 8, 2022)); California et al. v. FDIC, (No. 4:20-cv-5860-JSW) (N.D. Cal. Feb. 8, 2022). Notwithstanding the foregoing, it remains uncertain what deference courts will ultimately give to these final rules. There can be no assurance that the FDIC rule will be given effect by courts and regulators in a manner that actually mitigates usury and related risks to the issuing entity, BFF or the receivables.

Changes to consumer protection laws, regulations and regulatory agencies’ interpretations of those laws and regulations, may impede origination or collection efforts, change account holder use patterns, or reduce collections, any of which may result in acceleration of or reduction in payment on your notes.

Credit card receivables that do not comply with consumer protection laws may not be valid or enforceable under their terms against the obligors of those credit card receivables.

Federal and state consumer protection laws regulate the creation and enforcement of consumer loans, including credit card receivables. For instance, the federal Truth in Lending Act was amended by the Credit Card Accountability, Responsibility and Disclosure Act of 2009 (“CARD Act”) to impose a number of substantive restrictions on credit card pricing and practices. Among other things, the CARD Act and associated regulations impose requirements and restrictions on changes in terms on credit card accounts, regulates payment processing and how payments are allocated, restricts a card issuer’s ability to reprice credit card accounts, restricts penalty and over limit fees, imposes new disclosure requirements in connection with credit card accounts, limits the amount of late payment fees that can be charged by card issuers, and requires card issuers periodically to reevaluate rate increases and to take action to reduce rates, if appropriate.

The CARD Act and Regulation Z impact the bank’s ability to originate new accounts as well as the yield it is able to achieve on new and existing accounts. Among other things, the requirements limit pricing flexibility, limit the ability to change rates, fees and other terms (especially on outstanding balances), give consumers the right to reject many changes, restrict the effectiveness of penalty and risk-based pricing programs, result in the elimination of over limit fees, dictate how certain payments are applied (for example to higher APRs before lower APRs), and impact the time that must be allowed for payment to avoid late fees and to obtain the benefit of a grace period. In addition,

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significant new disclosure requirements may impact the ways in which consumers use and repay their accounts. The bank has aligned its practices to comply with the CARD Act by adjusting the rates, fees, minimum payments, and other terms on its accounts and the ways in which those accounts are underwritten, managed and processed.

The requirements of the CARD Act and any future adverse changes in federal and state consumer protection laws and regulations may make it more difficult for the bank or its affiliates to originate additional accounts or for the servicer to collect payments on the receivables, and the finance charges and other fees that the bank or its affiliates can charge on credit card account balances may be reduced. Furthermore, account holders may choose to use credit cards less as a result of economic conditions or the publicity surrounding the consumer protection laws. Each of these results, independently or collectively, may reduce the effective yield of revolving credit card accounts and could result in an early amortization event or reduced payment on your notes. See “The Notes – Redemption and Early Amortization of the Notes” and “Sources of Funds to Pay the Notes – Consumer Protection Laws.”

Congress, the states and regulatory agencies could also further regulate the credit card and consumer credit industry in ways that make it more difficult for the bank or its affiliates to originate additional accounts or for the servicer to collect payments on the receivables, that reduce the finance charges and other fees that the bank or its affiliates can charge on credit card account balances, reduce interchange fees, or that cause account holders to decrease their use of credit cards. For example, in January 2026, a bipartisan group of Senators re-introduced the Credit Card Competition Act of 2026 (“CCCA”), which would require banks with more than $100 billion in assets to provide merchants a choice of two different networks for processing transactions. However, the CCCA would mandate that at least one of the provided networks cannot be one of the two largest networks by market share with respect to the number of credit cards issued in the U.S., as determined by the Board of Governors of the Federal Reserve. Currently, those two networks are Mastercard and Visa.

Although the ultimate impact of the legislation is unclear, proponents strongly believe the CCCA would reduce the interchange fees received by banks with more than $100 billion in assets and could indirectly affect interchange economics for smaller card issuers, including the bank, through competitive pressure and market-wide repricing. At this stage, the CCCA remains an active legislative proposal and it is unclear whether the CCCA or similar legislation will be enacted. Various states may also attempt to regulate or limit interchange fees in some manner. For example, at the state level, Illinois passed a law prohibiting interchange fees on state taxes and gratuities, which would go into effect July 2026. While a U.S. District Court had preliminarily enjoined this law from applying to federally chartered banking organizations, the same court recently reversed itself and denied a request for permanent injunction with respect to key provisions of the law related to interchange fees. Plaintiffs have appealed the decision and seek to enjoin application of the interchange fee prohibition. The outcome of the litigation is uncertain. See also “ – Financial regulatory reforms could adversely impact the issuing entity or your notes, including by impeding origination or collection efforts, changing account holder use patterns, or reducing collections.”

Other examples of federal and state legislation the bank is tracking include legislation intended to place caps on the interest rates that the bank and other financial institutions are permitted to charge. For instance, in 2023, Colorado passed a law (initially scheduled to be effective July 2024) to “opt out” of the Depository Institutions Deregulation and Monetary Control Act (DIDMCA), a federal law addressing permissible rates on interstate loans made by state-chartered banks. Colorado contends that, by opting out of DIDMCA, Colorado would have the ability to impose its interest rate limits (generally capped at 21%) and fee terms (e.g., $15 late fee and 10-day grace period) on any loan made by a state-chartered bank located outside of Colorado to a resident of Colorado located in Colorado at the time of the loan. In June 2024, the U.S. District Court for the District of Colorado preliminarily enjoined Colorado from enforcing the interest rates in the Colorado Uniform Consumer Credit Code with respect to any loan made by the plaintiffs’ members to the extent the loan is not made by a lender in Colorado and the applicable interest rate in 12 U.S.C. 1831d(a) exceeds the rate that would otherwise be permitted. In November 2025, the U.S. Court of Appeals for the Tenth Circuit reversed the District Court’s preliminary injunction, concluding that “made in” encompasses loans in which either the lender or the borrower is located in Colorado, meaning that Colorado could impose interest-rate caps on loans made by out-of-state banks to Colorado borrowers. On April 2, 2026, the Tenth Circuit granted the plaintiffs’ petition for a rehearing en banc, vacating the November 2025 panel decision, reinstating the preliminary injunction, and reopening the plaintiffs’ appeal.

Legislators in other states have introduced similar legislation. There can be no assurance as to the outcome of the litigation over Colorado’s law or as to other similar pending or future legislation in other states. In addition,

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President Trump and various federal legislators have also recently made public statements regarding potential efforts to place caps on credit card interest rates, and a bill was introduced in the U.S. Senate in February 2025 proposing to cap credit card interest rates at 10% for a period of five years. Most recently, in January 2026, President Trump made public statements on social media and elsewhere in support of placing a cap of 10% on credit card interest rates for a one-year period. The likelihood of any such cap being effectuated in any new executive action, legislation or regulation remains uncertain, but any such cap on interest rates could significantly limit the bank’s ability to extend credit to certain of its customers and could reduce the finance charges and other fees that the bank can charge on credit card account balances, which could have a material adverse effect on the bank’s business, results of operations and financial condition and could adversely affect the volume, credit quality and effective yield of receivables in the issuing entity.

Financial regulatory reforms could adversely impact the issuing entity or your notes, including by impeding origination or collection efforts, changing account holder use patterns, or reducing collections.

The Dodd-Frank Act provides for, among other things, enhanced regulation of derivatives and asset-backed securities, restrictions on executive compensation and enhanced oversight of nationally recognized statistical rating organizations. Additionally, the Dodd-Frank Act established the CFPB within the Federal Reserve, a consumer protection regulator tasked with regulating consumer financial services and products. The CFPB has broad rulemaking and enforcement authority over providers of credit, savings and payment services (including collection agencies) and products, examines certain non-depository institutions and insured depository institutions with total assets greater than $10 billion and their affiliates, including the bank and Comenity Bank, has authority to prevent “unfair, deceptive or abusive” acts or practices and has demonstrated a willingness to exercise that authority against credit card issuers and other financial services companies. For example, in June 2022, the CFPB noted that it was reviewing several longstanding rules, including those implementing the CARD Act, fees and practices, and trying to make it simpler to compare, switch or refinance credit cards. With the change in leadership at CFPB, the timing and extent of this review are unclear.

There is considerable uncertainty as to the operating status of federal agencies (including the CFPB) and the future policies that the current U.S. administration may pursue in areas impacting financial regulation and consumer protection. Federal consumer financial regulation is in a period of extended transition for a variety of reasons, including the issuance of executive orders impacting the operations of federal agencies (with uncertainty around the scope of their application and timing of their implementation), and reductions of personnel are occurring across federal agencies. Many of the actions of the current and prior administrations with respect to the CFPB are being challenged in court and it is too early to predict the outcome of such litigation or its long-term impact. The outlook is similarly uncertain as to pending enforcement cases. It is also uncertain how other federal and state regulators will respond to any changes at the CFPB, which may include increasing or decreasing enforcement activity.

The CFPB has successfully asserted the power to investigate and bring enforcement actions directly against securitization special purpose entities. On December 13, 2021, in an action brought by the CFPB, the United States District Court for the District of Delaware denied a motion to dismiss filed by securitization trusts by holding that the trusts were “covered persons” under the Dodd-Frank Act because they engaged in the servicing of loans, even if through servicers and subservicers. CFPB v. Nat’l Collegiate Master Student Loan Trust, No. 1:17-cv-1323-SB (D. Del.). On February 11, 2022, the district court certified its decision for an immediate interlocutory appeal to the United States Court of Appeals for the Third Circuit. On March 19, 2024, the Third Circuit affirmed the district court’s decision, and on August 20, 2024, the defendant trusts filed a petition for a writ of certiorari to the U.S. Supreme Court. The Supreme Court denied the petition on December 16, 2024. On January 16, 2025, the CFPB announced a settlement of the action and the CFPB and the defendant trusts filed a proposed stipulated judgment that, among other things, would require the trusts to pay $2.25 million in redress to borrowers who were harmed, but subsequently, on April 25, 2025 the CFPB and the trusts filed a joint motion to dismiss the case and, on April 28, 2025, the court dismissed the case with prejudice. There is current uncertainty as to if and to what extent the CFPB will continue any enforcement action or bring any new investigations and enforcement actions against any other trusts given current proposals to curtail any future enforcement efforts. Nonetheless, the CFPB and state attorneys general and state regulators, who have the independent authority to enforce the Dodd-Frank Act and other consumer protection laws, may seek to rely on the Third Circuit’s decision as precedent in investigating and bringing enforcement actions against other trusts and securitization special purpose entities, including the issuing entity, in the future.

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Many of the provisions under the Dodd-Frank Act have been implemented and others will continue to be phased in over time and will be subject to further rulemaking at the discretion of applicable regulatory bodies; the impact of the Dodd-Frank Act will depend significantly upon the content and implementation of the rules and regulations issued thereunder. For example, in October 2024, the CFPB issued a final rule to implement Section 1033 of the Dodd-Frank Act via a consumer data rights rule. Among other provisions, the final rule required banks, credit unions, and other financial service providers to make consumers’ data available upon request and set out data privacy and protection standards for third parties. The CFPB indicated that the purpose of the rule was to make it easier for consumers to switch providers of financial products. However, the rule was challenged in litigation brought by Forcht Bank, N.A., the Kentucky Bankers Association, and the Bank Policy Institute and, on February 25, 2025, the parties jointly moved to stay the case and the rule’s compliance dates for 30 days “to allow the CFPB and the Acting Director time to consider” the rule. On March 26, 2025, the parties jointly moved to extend the stay for an additional 60 days, which the court granted the following day. On October 29, 2025, upon motion, the court lifted the stay and enjoined the CFPB from enforcing the rule. That decision was appealed to the Sixth Circuit on December 26, 2025, and on March 30, 2026, the appeal was held in abeyance pending ongoing continued rulemaking by the CFPB. The outcome of the revised rulemaking and related litigation is uncertain. The full extent to which the Dodd-Frank Act and its associated rules and regulations will impact the asset-backed securities market and credit card lending generally and the issuing entity, the bank, BFF and their affiliates and their respective businesses and assets specifically remains uncertain. No assurance can be given that new standards will not have an adverse impact on the issuing entity, the bank, BFF or their affiliates, including on the level of receivables held in the issuing entity, the servicing of those receivables, or the amount of notes issued in the future.

Changes to federal or state bankruptcy or debtor laws may impede collection efforts or alter timing and amount of collections, which may result in acceleration or reduction in payment of your notes.

If an account holder sought protection under federal or state bankruptcy or debtor relief laws, a court could reduce or discharge completely the account holder’s obligations to repay amounts due on its revolving credit card account. As a result, the related credit card receivables arising in that credit card account would be written off as uncollectible. You could suffer a loss if no funds were available from credit enhancement or other sources and collections of finance charge receivables allocated to the notes to cover the applicable defaulted amount. See “The Notes – Stated Principal Amount, Outstanding Principal Amount, Adjusted Outstanding Principal Amount and Allocation Amount” and “Sources of Funds to Pay the Notes – Consumer Protection Laws.”

EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.

Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December, 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation and amending certain other European Union (“EU”) directives and regulations, as amended (the “EU Securitization Regulation”) has direct effect in member states of the EU and is applicable in non-EU states that are currently in the EEA. The EU Securitization Regulation, together with all relevant regulatory technical standards and implementing technical standards in relation thereto and, in each case, any relevant guidance and/or direction published in relation thereto by the European Banking Authority (the “EBA”), the European Securities and Markets Authority and/or the European Insurance and Occupational Pensions Authority (or, in each case, any predecessor, successor or any other applicable regulatory authority) or by the European Commission, in each case as amended, supplemented or replaced, are referred to in this prospectus as the “EU Securitization Rules.”

Article 5 of the EU Securitization Regulation places certain conditions (the “EU Investor Requirements”) on investments in a “securitisation” (as defined in the EU Securitization Regulation) by an “institutional investor,” defined by the EU Securitization Regulation to include (a) an insurance undertaking or a reinsurance undertaking, each as defined in Directive 2009/138/EC, as amended, known as Solvency II, (b) with certain exceptions, an institution for occupational retirement provision falling within the scope of Directive (EU) 2016/2341, or an investment manager or an authorized entity appointed by such an institution pursuant to that Directive, (c) an alternative investment fund manager as defined in Directive 2011/61/EU that manages and/or markets alternative investment funds in the EEA, (d) an undertaking for collective investment in transferable securities (“UCITS”) management company, as defined in Directive 2009/65/EC, as amended (the “UCITS Directive”), or an internally managed UCITS, which is an investment company that is authorized in accordance with the UCITS Directive and has

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not designated such a management company for its management, and (e) a credit institution or an investment firm, each as defined in Regulation (EU) No 575/2013, as amended (the “EU CRR”). The EU Investor Requirements also apply to investments by certain consolidated affiliates, wherever established or located, of entities that are subject to the EU CRR (such affiliates, together with all such institutional investors, “EU Affected Investors”).

Pursuant to the EU Investor Requirements, prior to investing in (or otherwise holding an exposure to) a “securitisation position” (as defined in the EU Securitization Regulation), an EU Affected Investor, other than the originator, sponsor or original lender (each as defined in the EU Securitization Regulation), must, among other things (a) verify that, where the originator or original lender is established in a third country (meaning, for these purposes, not within the EEA), the originator or original lender grants all the credits giving rise to the underlying exposures on the basis of sound and well-defined criteria and clearly established processes for approving, amending, renewing and financing those credits and has effective systems in place to apply those criteria and processes to ensure that credit-granting is based on a thorough assessment of the obligor’s creditworthiness, (b) verify that, if established in such a third country, the originator, sponsor or original lender retains on an ongoing basis a material net economic interest which, in any event, shall not be less than 5%, determined in accordance with Article 6 of the EU Securitization Regulation, and discloses the risk retention to institutional investors, (c) verify that the originator, sponsor or securitisation special purpose entity (the “SSPE”) has, where applicable, made available the information required by Article 7 of the EU Securitization Regulation (which sets out transparency requirements for originators, sponsors and SSPEs) in accordance with the frequency and modalities provided for in such Article, and (d) carry out a due-diligence assessment which enables the EU Affected Investor to assess the risks involved, considering at least (i) the risk characteristics of the securitisation position and the underlying exposures, and (ii) all the structural features of the securitisation that can materially impact the performance of the securitisation position.

The EU Investor Requirements also provide that, while holding a securitisation position, an EU Affected Investor must (a) establish appropriate written procedures in order to monitor, on an ongoing basis, its compliance with the foregoing requirements and the performance of the securitisation position and of the underlying exposures, (b) regularly perform stress tests on the cash flows and collateral values supporting the underlying exposures, (c) ensure internal reporting to its management body to enable adequate management of material risks, and (d) be able to demonstrate to its regulatory authorities that it has a comprehensive and thorough understanding of the securitisation position and its underlying exposures and has implemented written policies and procedures for managing risks of the securitisation position and maintaining records of the foregoing verifications and due diligence and other relevant information.

The EU Securitization Rules may (and are in some respects expected to) change over time. Furthermore, the interpretation and application of such rules may change over time. In particular, without limitation, investors should note that a legislative procedure is underway in the EU that is expected to result in the adoption of reforms to the EU Securitization Rules which, if implemented, are expected (amongst other things) to amend certain aspects of the EU Investor Requirements. It is not currently known whether, when, or in what terms such proposed reforms will be implemented. Investors are themselves responsible for monitoring and assessing any changes to the EU Securitization Rules, and whether they could affect the regulatory position of current and/or future investors in the Series 20[●]-[●] notes.

Article 6 of the EU Securitization Regulation imposes a direct obligation on the originator, sponsor or original lender of a securitisation to retain a material net economic interest in the securitisation of not less than 5% (the “EU Risk Retention Requirements”). Certain aspects of the EU Risk Retention Requirements are further specified in Commission Delegated Regulation (EU) 2023/2175 of 7 July 2023 (the “EU Risk Retention RTS”).

The EU Securitization Regulation is silent as to the jurisdictional scope of the EU Risk Retention Requirements and, consequently, whether, for example, they impose a direct obligation upon U.S.-established entities, such as the bank. However (a) the explanatory memorandum to the original European Commission proposal for legislation that was ultimately enacted as the EU Securitization Regulation stated that “The current proposal thus imposes a direct risk retention requirement and a reporting obligation on the originator, sponsor or the original lenders … For securitisations notably in situations where the originator, sponsor nor original lender is not established in the EU the indirect approach will continue to fully apply.” and (b) the EBA, in a paper published on July 31, 2018 in relation to the draft regulatory technical standards then proposed to be made in respect of the EU Risk Retention Requirements, said: “The EBA agrees however that a ‘direct’ obligation should apply only to originators, sponsors

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and original lenders established in the EU as suggested by the European Commission in the explanatory memorandum.” This interpretation (the “EBA Guidance Interpretation”) is, however, non-binding and not legally enforceable.

Notwithstanding the foregoing, on the date of issuance of the Series 20[●]-[●] notes, the bank will covenant and agree, with reference to the EU Securitization Regulation as in effect and applicable on the date of issuance of the Series 20[●]-[●] notes, that it will, as “originator” for the purposes of the EU Securitization Regulation, retain, on an ongoing basis for as long as any Series 20[●]-[●] notes remain outstanding, a material net economic interest in the Securitization Transaction, which is not less than 5% of the nominal value of the securitized exposures (being the Receivables), in the form of an originator’s interest as provided in paragraph (b) of Article 6(3) of the EU Securitization Regulation (as in effect on the date of issuance of the Series 20[●]-[●] notes), by holding all of the membership interests in the transferor, which in turn will retain on an ongoing basis for as long as any Series 20[●]-[●] notes remain outstanding, all or part of the transferor’s interest, and to take certain other actions, all in the manner, and on the terms, summarized in “EU and UK Risk Retention Requirements” in this prospectus.

The EU Securitization Regulation defines “originator” as “an entity which: (a) itself or through related entities, directly or indirectly, was involved in the original agreement which created the obligations or potential obligations of the debtor or potential debtor giving rise to the exposures being securitised; or (b) purchases a third party’s exposure on its own account and then securitises them”. In this regard, see, for example, “Prospectus Summary - Sponsor” for information about the role of the bank with respect to the Receivables.

Article 6(1) of the EU Securitization Regulation provides that an entity shall not be considered an “originator” for purposes of that Article 6 if it has been established or operates for the sole purpose of securitizing exposures. The EU Risk Retention RTS further provides that “[a]n entity shall not be considered to have been established or to operate for the sole purpose of securitising exposures… where all of the following applies: (a) the entity has a strategy and the capacity to meet payment obligations consistent with a broader business model that involves material support from capital, assets, fees or other sources of income, by virtue of which the entity does not rely on the exposures to be securitised, on any interests retained or proposed to be retained in accordance with Article 6 of [the EU Securitization Regulation], or on any corresponding income from such exposures and interests, as its sole or predominant source of revenue; (b) the members of the management body have the necessary experience to enable the entity to pursue the established business strategy, as well as adequate corporate governance arrangements.”

On March 31, 2025, the Joint Committee of the European Supervisory Authorities published a report pursuant to Article 44 of the EU Securitization Regulation on the implementation and functioning of the EU Securitization Regulation (the “ESA Report”). The ESA Report includes guidance (the “Guidance”) on the interpretation of certain aspects of the above-mentioned provision of the EU Risk Retention RTS with respect to the relevant entity not being reliant on “the exposures to be securitised, on any interests retained or proposed to be retained in accordance with Article 6 of the [EU Securitization Regulation], or on any corresponding income from such exposures and interests” as its “predominant source of revenue” (the “Predominant Revenue Test”). In particular, the Guidance provides that in order to satisfy the Predominant Revenue Test, “the entity’s revenues should correspond to no more than 50% on the exposures to be securitised, risk retained assets or proposed to be retained in accordance with Article 6 of the [EU Securitization Regulation], or any corresponding income from such exposures and risk retained assets” and that “going forward, any new issuance should apply this interpretation, which should also be used by the supervisors when assessing whether an entity has been established or operates for the sole purpose of securitising exposures.”

Prospective investors in the Series 20[●]-[●] notes should be aware that the Guidance - both in relation to the application of the Predominant Revenue Test to a particular entity (including, in particular, how an entity’s various types of revenues should be characterized for such purpose) and its scope of application - is currently subject to considerable interpretative uncertainty and no assurance can therefore be given as to whether the bank complies or will continue to comply with the requirements of the sole purpose test on the basis of the Guidance. The ESA Report invited the European Commission “to confirm this interpretation and if needed to consider some legislative adjustments to clarify the term ‘sole purpose’ in the [EU Securitization Regulation] text as part of the European Commission’s upcoming review of the securitisation framework in the context of the Capital Markets Union”; and, as an alternative, the ESA Report suggested that, if deemed necessary, a potential revision to the EU Risk Retention RTS could be triggered with the aim of further clarifying the meaning of the term “predominant.” However, as at the date

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hereof, the European Commission has not formally expressed a view on the interpretation of the term “predominant”, and it is not known whether it will do so or whether, when or to what extent, amendments will be made to the EU Securitisation Regulation or the EU Risk Retention RTS with respect to the ‘sole purpose’ test or the Predominant Revenue Test.

In this regard, see, in particular, “Transaction Parties – The Sponsor” for information regarding the bank, its business and activities.

With regard to the bank’s credit granting standards, see “Prospectus Summary – Underwriting of Receivables” and “The Bank’s Credit Card Business – Underwriting Process” in this prospectus.

Pursuant to the EU Investor Requirements, prior to investing in (or otherwise holding an exposure to) a securitisation, EU Affected Investors are required to verify that the originator, sponsor or SSPE has, where applicable, made available the information set out in the Article 7 of the EU Securitization Regulation in accordance with the frequency and modalities provided for therein. Such information includes: (a) the underlying documentation that is essential for understanding the transaction, to be made available before pricing; (b) a transaction summary or overview of the main features of the securitization, to be made available before pricing; (c) reports containing information on the exposures underlying the securitization, and other prescribed information for investors, in each case with the content and in the format prescribed by the EU Securitization Rules, to be made available (simultaneously with the other) each quarter and no later than one month after the due date for the payment of interest; and (d) information on any “significant events” within the meaning of the EU Securitization Regulation, such as any material breach or material amendment of any of the documents referred to in point (a) above, or a change in the risk characteristics of the underlying exposures that can materially impact performance of the securitization, to be made available without delay.

The EU Securitization Regulation makes no express provision as to whether, and, if so, to what extent, an EU Affected Investor is required to verify compliance with the requirements of Article 7 of the EU Securitization Regulation in cases where the originator, the sponsor or the SSPE is established outside the EEA (including where, as in this transaction, all relevant parties are established in the United States). However, in a report published on October 10, 2022 (the “Commission Report”), the European Commission provided what it describes as “interpretative guidance”, to the effect that the EU Securitization Regulation should be read as making no distinction, as regards the requirement to verify compliance with such requirements, according to “whether the securitisation is issued by EU entities or by entities based in third-countries”. With reference to securitizations in which none of the originator, the sponsor or the SSPE undertakes to provide the information and reporting required by Article 7 of the EU Securitization Regulation, the European Commission stated that it “is aware that the current text of Article 5(1)(e) [of the EU Securitization Regulation], in conjunction with the rules laid down by Article 7 [of the EU Securitization Regulation] (and, in turn, in conjunction with the respective technical standard) de facto excludes EU institutional investors from investing in certain third-country securitisations”.

Each prospective investor that is an EU Affected Investor should therefore be aware that none of the bank, the transferor, the issuing entity, the underwriters, the indenture trustee, the owner trustee, the other parties to the transaction described in this prospectus, nor any of their respective affiliates, has taken, or intends to take, any action for the purpose of (i) causing any statements or reports to be produced in a form prescribed by, or to contain any information prescribed by, Article 7 of the EU Securitization Regulation or any other applicable EU Securitization Rules or (ii) making available any other document or information prescribed by Article 7 of the EU Securitization Regulation or any other applicable EU Securitization Rules. Consequently, the Series 20[●]-[●] notes may not be a suitable investment for any person that is now or may in the future be subject to the EU Investor Requirements.

With respect to the United Kingdom (the “UK”), the framework for the regulation of securitization is set out in the Securitisation Regulations 2024 (SI 2024/102), as amended (the “SR 2024”), together with (i) the Securitisation sourcebook (the “SECN”) of the handbook of rules and guidance (the “FCA Handbook”) adopted by the UK Financial Conduct Authority (the “FCA”), (ii) the Securitisation Part of the rulebook of published policy of the Prudential Regulation Authority (the “PRA”) of the Bank of England (the “PRASR”) and (iii) relevant provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”) (collectively, the “UK Securitization Framework”). The UK Securitization Framework, together with (a) all relevant guidance, policy statements and

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directions relating to the application of the UK Securitization Framework published by the FCA, the PRA and/or The Pensions Regulator (or their successors), (b) any guidelines relating to the application of the EU Securitization Regulation which are applicable in the UK, and (c) any other applicable laws, acts, statutory instruments, rules, guidance or policy statements published or enacted relating to the UK Securitization Framework, in each case as amended, supplemented or replaced, are referred to in this prospectus as the “UK Securitization Rules.”

Regulations 32B to 32D (inclusive) of the SR 2024, SECN 4 and Article 5 of Chapter 2 of the PRASR, as applicable, place certain conditions (the “UK Investor Requirements”) on investments in a “securitisation” (as defined in the SR 2024) by an “institutional investor,” defined by the SR 2024 to include (a) an insurance undertaking or a reinsurance undertaking, each as defined in section 417(1) of the FSMA, (b) the trustees or managers of an occupational pension scheme as defined in section 1(1) of the Pension Schemes Act 1993 that has its main administration in the UK, or a fund manager of such a scheme appointed under section 34(2) of the Pensions Act 1995, as amended, that, in respect of activity undertaken pursuant to that appointment, is authorized for the purposes of section 31 of the FSMA, (c) an AIFM (as defined in regulation 4 of the Alternative Investment Fund Managers Regulations 2013 (the “AIFM Regulations”)) that has permission under the FSMA for managing an AIF (as defined in regulation 3 of the AIFM Regulations) and which markets or manages an AIF in the UK, or a small registered UK AIFM (as defined in the AIFM Regulations), (d) a management company as defined in section 237(2) of the FSMA, (e) a UCITS as defined in section 236A of the FSMA, which is an authorized open ended investment company as defined in section 237(3) of the FSMA, (f) a CRR firm as defined in Article 4(1)(2A) of Regulation (EU) No 575/2013, as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended), and as amended (the “UK CRR”) and (g) an FCA investment firm as defined in Article 4(1)(2AB) of the UK CRR. The UK Investor Requirements also apply to investments by certain consolidated affiliates, wherever established or located, of entities that are subject to the UK CRR (such affiliates, together with all such institutional investors, “UK Affected Investors”).

Pursuant to the UK Investor Requirements, prior to investing in (or otherwise holding an exposure to) a “securitisation position” (as defined in the SR 2024), a UK Affected Investor, other than the originator, sponsor or original lender (each as defined in the SR 2024) must, among other things (a) verify that, where the originator or original lender is not established in the UK, except in specified cases, the originator or original lender grants all the credits giving rise to the underlying exposures on the basis of sound and well-defined criteria and clearly established processes for approving, amending, renewing and financing those credits and has effective systems in place to apply those criteria and processes to ensure that credit-granting is based on a thorough assessment of the obligor’s creditworthiness, (b) verify that, if not established in the UK, the originator, sponsor or original lender retains on an ongoing basis (or, in the case of certain UK Affected Investors, continually retains) a material net economic interest which, in any event, shall not be less than 5%, determined in accordance with SECN 5 or Article 6 of Chapter 2 and Chapter 4 of the PRASR, as applicable, and discloses the risk retention to institutional investors, (c) verify that the originator, sponsor or SSPE has made available sufficient information to enable the UK Affected Investor independently to assess the risks of holding the securitisation position, and has committed to make further information available on an ongoing basis, as appropriate, and including at least the information described in the SR 2024, the SECN or the PRASR, as applicable (as discussed in further detail below) (the “UK Transparency DD Requirement”), and (d) carry out a due-diligence assessment which enables the UK Affected Investor to assess the risks involved, considering at least (i) the risk characteristics of the securitisation position and the underlying exposures, and (ii) all the structural features of the securitisation that can materially impact the performance of the securitisation position.

The UK Investor Requirements also provide that, while holding a securitisation position, a UK Affected Investor must (a) establish appropriate written procedures in order to monitor, on an ongoing basis, its compliance with the foregoing requirements and the performance of the securitisation position and of the underlying exposures, (b) regularly perform stress tests on the cash flows and collateral values supporting the underlying exposures, (c) ensure internal reporting to its management body (or equivalent) to enable adequate management of material risks, and (d) be able to demonstrate to the FCA, the PRA or The Pensions Regulator, as applicable, that it has a comprehensive and thorough understanding of the securitisation position and its underlying exposures and has implemented written policies and procedures for managing risks of the securitisation position and maintaining records of the foregoing verifications and due diligence and other relevant information.

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The UK Securitization Rules may (and are in some respects expected to) change over time. Furthermore, the interpretation and application of such rules may change over time. In particular, without limitation, investors should note that parallel consultations conducted by each of the FCA and PRA have recently closed and are expected to result in the adoption of reforms to the UK Securitization Rules which, if implemented, are expected (among other things) to amend certain aspects of the UK Investor Requirements. It is not currently known whether, when, or in what terms such proposed reforms will be implemented. Investors are themselves responsible for monitoring and assessing any changes to the UK Securitization Rules, and whether they could affect the regulatory position of current and/or future investors in the Series 20[●]-[●] notes.

SECN 5 and Article 6 of Chapter 2 of the PRASR, together with Chapter 4 of the PRASR, impose a direct obligation on the originator, sponsor or original lender of a securitisation to retain a material net economic interest in the securitisation of not less than 5% (the “UK Risk Retention Requirements”).

Although the UK Risk Retention Requirements apply only to originators, sponsors or original lenders which are established in the UK, on the date of issuance of the Series 20[●]-[●] notes, the bank will covenant and agree, with reference to the UK Securitization Framework as in effect and applicable on the date of issuance of the Series 20[●]-[●] notes, that it will, as “originator” for the purposes of the UK Securitization Framework, retain, continually and on an ongoing basis for as long as any Series 20[●]-[●] notes remain outstanding, a material net economic interest in the Securitization Transaction, which is not less than 5% of the nominal value of the securitized exposures (being the Receivables), in the form of an originator’s interest as provided in paragraph (b) of Article 6(3) of Chapter 2 of the PRASR and paragraph 1(b) of SECN 5.2.8R (each as in effect on the date of issuance of the Series 20[●]-[●] notes), by holding all of the membership interests in the transferor, which in turn will retain, continually and on an ongoing basis for as long as any Series 20[●]-[●] notes remain outstanding, all or part of the transferor’s interest, and to take certain other actions, all in the manner, and on the terms, summarized in “EU and UK Risk Retention Requirements” in this prospectus.

The SR 2024 defines “originator” as “an entity which: (a) itself or through related entities, directly or indirectly, was involved in the original agreement which created the obligations or potential obligations of the debtor or potential debtor giving rise to the exposures being securitised; or (b) purchases a third party’s exposure on its own account and then securitises them”. In this regard, see, for example, “Prospectus Summary—Sponsor” for information about the role of the bank with respect to the Receivables.

Each of SECN 5.2.5R and Article 6(1) of Chapter 2 of the PRASR provides that an entity shall not be considered an “originator” for purposes of SECN 5 or Article 6 of Chapter 2 and Chapter 4 of the PRASR, as applicable, if it has been established or operates for the sole purpose of securitizing exposures. SECN 5.3.6R further provides that “[the] following must be taken into account when assessing whether an entity has been established or operates for the sole purpose of securitising exposures as referred to in SECN 5.2.5R: (1) the entity has a business strategy and the capacity to meet payment obligations consistent with a broader business model and involving material support from capital, assets, fees or other income available to the entity, relying neither on the exposures being securitised, nor on any interests retained or proposed to be retained in accordance with SECN 5, as well as any corresponding income from such exposures and interests; and (2) the members of the management body have the necessary experience to enable the entity to pursue the established business strategy, and the entity has adequate corporate governance arrangements.” Article 2(6) of Chapter 4 of the PRASR contains a substantially similar provision, with reference to the relevant provisions of the PRASR. The ESA Report does not have a bearing on the sole purpose requirements under the UK Securitization Framework.

In this regard, see, in particular, “Transaction Parties – The Sponsor” for information regarding the bank, its business and activities.

With regard to the bank’s credit granting standards, see “Prospectus Summary – Underwriting of Receivables” and “The Bank’s Credit Card Business – Underwriting Process” in this prospectus.

Pursuant to the UK Investor Requirements, prior to investing in (or otherwise holding an exposure to) a securitisation, UK Affected Investors are required to comply with the UK Transparency DD Requirement. Each of the SR 2024, the SECN and the PRASR further provides (with minor variations) that the relevant information made available, or to be made available, by the originator, sponsor or SSPE must include at least: (a) details of the underlying

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exposures, to be provided on at least a quarterly basis; (b) investor reports providing periodic updates on the credit quality and performance of the underlying exposures, any relevant financial or other triggers contained in the transaction documentation, including information on events which trigger changes to the priority of payments or a substitution of any counterparty to the transaction, data on the cash flows generated by the underlying exposures and by the liabilities of the securitization and the calculation and modality of retention of a material net economic interest in the transaction by the originator, sponsor or original lender, to be provided on at least a quarterly basis; (c) all information on the legal documentation needed to understand the transaction, including detail of the legal provisions governing the structure of the transaction, any credit enhancement or liquidity support features, the cash flows and loss waterfalls, investors’ voting rights and any triggers or other events that could result in a material impact on the performance of the securitisation position, to be provided (i) for primary market investments, in draft or initial form before pricing or commitment to invest, and in final form no later than 15 days after closing of the transaction, (ii) for secondary market investments, in final form before a commitment to invest and (iii) for both primary and secondary market investments, as an updated version as soon as practicable following any material change; (d) information describing any changes or events materially affecting the transaction, including breaches of obligations under the transaction documents, to be provided as soon as practicable following the material change or event; and (e) any approved prospectus or other offering or marketing document prepared with the cooperation of the originator or sponsor, to be provided (i) for primary market investments, in draft or initial form before pricing or commitment to invest, and in final form no later than 15 days after closing of the transaction or (ii) for secondary market investments, in final form before a commitment to invest. The scope and effect of the UK Transparency DD Requirement remain uncertain.

Each prospective investor that is a UK Affected Investor should therefore be aware that none of the bank, the transferor, the issuing entity, the underwriters, the indenture trustee, the owner trustee, the other parties to the transaction described in this prospectus, nor any of their respective affiliates, will undertake to provide any additional information, documents or reports specifically for purposes of, or in connection with, compliance by any investor with the UK Transparency DD Requirement (and, for the avoidance of doubt, no such person intends or will undertake to make available to investors the information referred to in SECN 6, SECN 11 or SECN 12 or Article 7 of Chapter 2, Chapter 5 or Chapter 6 of the PRASR). UK Affected Investors should therefore independently consider, among other things, whether the information in this prospectus or to be provided in the reports described in “The Indenture – Reports” in this prospectus or otherwise is sufficient for it to be able to satisfy the UK Transparency DD Requirement.

Except as described herein, no party to the transaction described in this prospectus will undertake, or intends, to take or refrain from taking any action with regard to such transaction in a manner prescribed or contemplated by the EU Securitization Rules or the UK Securitization Rules, or to take any action for purposes of, or in connection with, facilitating or enabling compliance by any EU Affected Investor with the EU Investor Requirements, by any UK Affected Investor with the UK Investor Requirements or by any person with any other law or regulation now or hereafter in effect in the EU, the EEA or the UK in relation to risk retention, due diligence and monitoring, credit granting standards, transparency or any other conditions with respect to investments in securitization transactions.

It remains unclear, in certain respects, what will be required for EU Affected Investors and UK Affected Investors to demonstrate compliance with certain aspects of the EU Investor Requirements or the UK Investor Requirements, respectively. Each prospective investor that is an EU Affected Investor or UK Affected Investor should independently assess and determine whether the agreement by the bank to retain the Retained Interest as described in this prospectus, the other information in this prospectus and the information to be provided in the monthly reports to noteholders or otherwise available or to be provided to noteholders are or will be sufficient for the purposes such prospective investor’s compliance with the EU Investor Requirements or the UK Investor Requirements, as applicable, and/or any corresponding national measures which may be relevant, or with any other applicable legal, regulatory or other requirements. Prospective investors that are EU Affected Investors or UK Affected Investors should be aware that the interpretation of the EU Investor Requirements and the UK Investor Requirements, respectively, remains uncertain and that supervisory authorities and relevant regulators may have different views of how the applicable requirements should be interpreted and those views are still evolving.

Prospective investors that are EU Affected Investors or UK Affected Investors should also note that this prospectus may not include all information required in order to satisfy the EU Investor Requirements or the UK

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Investor Requirements, as applicable, and should not rely solely on the information contained in this prospectus for such purposes.

None of the bank, the transferor, the issuing entity, the underwriters, the indenture trustee, the owner trustee, the other parties to the transaction described in this prospectus, nor any of their respective affiliates (a) makes any representation that the agreement by the bank to retain the Retained Interest as described in this prospectus, the other information in this prospectus or the information to be provided in the monthly reports to noteholders or otherwise available or to be provided to noteholders are or will be sufficient in all circumstances for purposes of any person’s compliance with the EU Investor Requirements or the UK Investor Requirements, as applicable, and/or any corresponding national measures that may be relevant, or with any other applicable legal, regulatory or other requirements, or that the structure of the Series 20[●]-[●] notes, the bank (including its holding of the Retained Interest) or the transactions described herein are otherwise compliant with the EU Securitization Rules or the UK Securitization Rules or any other applicable legal, regulatory or other requirements; (b) shall have any liability to any person with respect to any deficiency in such agreement or any such information, or with respect to any person’s failure or inability to comply with any of the EU Investor Requirements or the UK Investor Requirements, as applicable, and/or any corresponding national measures that may be relevant, or with any other applicable legal, regulatory or other requirements (other than, in each case, any liability arising under a transaction document as a result of a breach by such person of that transaction document); or (c) shall have any obligation or provide any representation with respect to the EU Securitization Rules or the UK Securitization Rules (other than, in each case, the specific obligations undertaken and/or representations made by the bank in that regard under the transaction documents).

Any failure by an EU Affected Investor to comply with the EU Investor Requirements or by a UK Affected Investor to comply with the UK Investor Requirements, in either case with respect to an investment in the Series 20[●]-[●] notes, may result in regulatory sanctions and/or remedial measures being imposed or taken by such investor’s relevant regulatory authority, including, in the case of an EU Affected Investor or a UK Affected Investor that is subject to regulatory capital requirements, the imposition of a punitive capital charge on the Series 20[●]-[●] notes acquired by such investor.

The EU Securitization Rules and the UK Securitization Rules and any changes to the regulation or regulatory treatment of the Series 20[●]-[●] notes for some or all investors may negatively impact the regulatory position of noteholders, prospective investors and/or investment managers and have an adverse impact on the value and liquidity of the Series 20[●]-[●] notes. Prospective investors should analyze their own legal and regulatory position, and are encouraged to consult with their own investment and legal advisors, regarding application of and compliance with the EU Investor Requirements, the UK Investor Requirements and other applicable regulations and the suitability of the Series 20[●]-[●] notes for investment.

Transaction Structure Risks

Credit card rates may decline without a corresponding change in the amounts needed to pay the notes, which could result in a delay or reduction in payments of your notes.

Some accounts may have finance charges set at a variable rate based on a designated index (for example, the prime rate). A series or class of notes may bear interest either at a fixed rate or at a floating rate based on a different index. If the rate charged on the account declines, whether due to changes in variable rates, legislative or regulatory limits on finance charges or otherwise, collections of finance charge receivables may be reduced without a corresponding reduction in the amounts payable as interest on the notes and other amounts paid from collections of finance charge receivables. This could result in delayed or reduced principal and interest payments to you.

Allocations of default amounts on principal receivables or uncovered dilution could result in a reduction in payment on your notes.

The bank, as servicer, or any other servicer of assets or receivables related to or included in the issuing entity, will write off the receivables arising in accounts in the issuing entity’s portfolio if those receivables become uncollectible. Your notes will be allocated a portion of these default amounts on receivables included in the issuing entity. You may not receive full repayment of your notes and full payment of interest due if the allocation amount of your notes has been reduced due to charge-offs resulting from any uncovered default amount allocated to your notes,

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and those amounts have not been reimbursed from subsequently received finance charge collections and shared excess available finance charge collections, if any, allocated from other series of notes. For a discussion of the calculation of the allocation amount for a series of notes, see “The Notes – Stated Principal Amount, Outstanding Principal Amount, Adjusted Outstanding Principal Amount and Allocation Amount.” Separately, reductions in receivables due to returns of merchandise, billing disputes or other non-cash adjustments, called dilution, are normally absorbed by the transferor amount. However, if the transferor amount is insufficient to absorb dilution and the transferor does not deposit funds into the excess funding account, uncovered dilution could effectively reduce the pool of receivables supporting your notes, which could also result in reduced payments to you.

Yield and payments on the receivables could decrease, resulting in receipt of principal payments earlier than the expected final distribution date.

There is no assurance that the stated principal amount of your notes will be paid on the expected final distribution date. A significant decrease for any reason in the amount of receivables included in the issuing entity could result in an early amortization event and in early payment of your notes, as well as decreased protection to you against defaults on the assets in the issuing entity. In addition, the effective yield on the receivables included in the issuing entity could decrease due to, among other things, an increase in the level of delinquencies. This could reduce the amount of available finance charge collections allocated to your series.

[Subordinated notes bear losses before senior notes. If you own subordinated notes, the priority of allocations among classes of notes may result in payment on your notes being reduced or delayed.]

[Notes may be subordinated in right of payment of principal of and interest on senior notes.

Available finance charge collections allocated to a series and shared excess available finance charge collections, if any, allocated from other series of notes are first used to pay interest due on senior notes and then to pay interest due on subordinated notes. If the available finance charge collections and shared excess available finance charge collections are not sufficient to pay such amounts for all classes of notes of a series, the notes of a series may not receive full payment of interest if, in the case of the senior notes, reallocated principal collections are insufficient to cover the shortfall.

The allocation amount of a series will be reduced due to charge-offs resulting from any uncovered default amount allocated to that series. In addition, principal collections allocated to a series may be reallocated to pay shortfalls in interest on the senior notes of that series or shortfalls in the servicing fee allocated to that series and past due amounts thereon to the extent that available finance charge collections allocated to that series and shared excess available finance charge collections, if any, allocated from other series of notes are not sufficient to make such payments. Such reallocated principal collections also will reduce the allocation amount of a series. If these reductions in the allocation amount of a series are not reimbursed from subsequent available finance charge collections allocated to such series and shared excess available finance charge collections, if any, allocated from other series of notes, the stated principal amount of the subordinated notes may not be paid in full. See “The Notes – Stated Principal Amount, Outstanding Principal Amount, Adjusted Outstanding Principal Amount and Allocation Amount – Allocation Amount.”

If there is a sale of assets in the issuing entity following (i) an event of default and acceleration of a series or class of notes or (ii) the legal maturity date of a series or class of notes, as described in “Deposit and Application of Funds – Sale of Assets,” the net proceeds of the sale allocable to a series or class of notes will be used first to pay all amounts due to the senior noteholders and then to pay all amounts due to the subordinated noteholders. This could cause a loss to noteholders if the amount available is not enough to pay the notes in full.]

The composition of the issuing entity’s assets may change, which may decrease the credit quality of the assets securing your notes. If this occurs, your receipt of payments of principal and interest may be reduced, delayed or accelerated.

The composition and amount of receivables in the issuing entity will change over time. Changes will occur as new receivables are created, existing receivables are paid off or charged off, additional accounts and automatic

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additional accounts are designated to have their receivables included in the issuing entity, removed accounts are designated to have their receivables removed from the issuing entity and changes to the approved portfolios occur, including the designation or removal of portfolios as approved portfolios. In addition, for approved portfolios, new eligible accounts are included in the issuing entity’s portfolio automatically as they are established, and receivables in those accounts are transferred to the issuing entity (through the transferor) as they arise. The bank may also choose, or may be required, to sell additional assets to the transferor for transfer to the issuing entity in order to maintain required transferor amount and pool balance levels.

New assets included in the issuing entity, whether through designation, automatic inclusion or required additions, may have characteristics, terms and conditions that are different from those of the receivables initially included in the issuing entity, including different APRs, promotional balances, fee structures, underwriting criteria and payment terms. Accounts included automatically from approved portfolios are typically newer and may initially exhibit lower delinquencies and charge-offs and higher payment rates, with expected increases as they season. We cannot guarantee the credit quality of any receivables in the issuing entity and we cannot guarantee that new receivables will be of the same credit quality as the receivables arising in the initial accounts. If the credit quality of the assets included in the issuing entity were to deteriorate, or if changes in composition were to alter portfolio yield, payment rates or loss timing in ways that reduce finance charge collections or accelerate principal collections, your receipt of principal and interest payments may be reduced, delayed or accelerated. See “Sources of Funds to Pay the Notes — Addition of Assets.” For a description of recent account additions and removals, see “Annex I: The Selected Portfolio and the Trust Portfolio — General.”

New assets included in the issuing entity may have characteristics, terms and conditions that are different from those of the receivables initially included in the issuing entity and may be of different credit quality due to differences in underwriting criteria and payment terms. If the credit quality of the assets included in the issuing entity were to deteriorate, your receipt of principal and interest payments may be reduced, delayed or accelerated. See “Sources of Funds to Pay the Notes – Addition of Assets.” For a description of recent account additions and removals, see “Annex I: The Selected Portfolio and the Trust Portfolio – General.”

The bank may not be able to generate new receivables when required, or BFF may not be able to designate new accounts to the issuing entity when required by the transfer agreement. This could result in an acceleration of or reduction in payments on your notes.

The issuing entity’s ability to make payments on the notes will be impaired if sufficient new receivables are not generated by the bank. We do not guarantee that new receivables will be created, that any receivables will be added to the issuing entity or that receivables will be repaid at a particular time or with a particular pattern.

If the transferor amount falls below the required transferor amount or the pool balance falls below its required pool balance, the transferor is required to transfer additional receivables to the issuing entity. There is no guarantee that the bank, BFF or any of their affiliates would be able to add enough receivables to the issuing entity to satisfy these requirements. This could result in an early amortization event with respect to the notes and an acceleration of or reduction in payments on the notes. See “Sources of Funds to Pay the Notes – Credit Risk Retention,” “ – Required Pool Balance,” and “ – Addition of Assets.”

Recharacterization of principal receivables as finance charge receivables may require the addition of new receivables.

As described under “Sources of Funds to Pay the Notes – Discount Option,” we may designate a portion of some or all principal receivables to be treated as finance charge receivables. This designation should decrease the likelihood of an early amortization event occurring as a result of reduction of the average net portfolio yield for a given period.

However, this designation will also reduce the aggregate amount of principal receivables, which may increase the likelihood that we will be required to add receivables to the issuing entity. If we were unable to add receivables, one or more series of notes, including your series, could go into early amortization.

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If representations and warranties relating to the receivables are breached, payments on your notes may be reduced.

The transferor makes representations and warranties relating to the validity and enforceability of the receivables arising under the designated accounts in the issuing entity’s portfolio, and as to the perfection and priority of the issuing entity’s security interests in those receivables. In the receivables purchase agreement, the bank makes similar representations and warranties regarding the receivables that are transferred by the bank to BFF. However, the indenture trustee does not examine the receivables or the related assets for the purpose of determining the presence of defects, compliance with the representations and warranties or for any other purpose.

If a representation or warranty relating to the receivables in the issuing entity is violated, the related obligors may have defenses to payment or offset rights, or creditors of the transferor may claim rights to the issuing entity’s assets. If a representation or warranty is violated, the transferor may have an opportunity to cure the violation. If it is unable to cure the violation, subject to certain conditions described under “Sources of Funds to Pay the Notes – Representations, Warranties and Reassignment of Assets,” the transferor must accept reassignment of each receivable affected by the violation. These reassignments are the only remedy for breaches of representations and warranties, even if your damages exceed your share of the reassignment amount. See “Sources of Funds to Pay the Notes – Representations, Warranties and Reassignment of Assets.” Any such reassignment may result in the transferor amount falling below the required transferor amount or the pool balance falling below the required pool balance. In either case, the transferor would be required to add additional receivables to the issuing entity. There is no guarantee that the bank, the transferor or any of their affiliates would be able to add enough receivables to the issuing entity. This could result in an early amortization event with respect to the notes and an acceleration of or reduction in payments on those notes.

Issuance of additional notes may affect your voting rights and the timing and amount of payments to you.

The issuing entity expects to issue notes from time to time. The issuing entity may also “reopen” or later issue additional notes in any series or class of notes. New notes may be issued without notice to existing noteholders, and without your or their consent, and may have different terms from outstanding notes, including different early amortization events or events of default. In addition, the early amortization events and events of default for other series of notes may be subject to grace periods or rights to cure that are different than the grace periods or rights to cure applicable to the same or similar early amortization events or events of default for your series. As a result, other series of notes may enter into early amortization periods prior to the payment of principal on your series of notes. This could reduce the amount of principal collections available to your series at the time principal collections begin to be accumulated or paid for the benefit of your series and could cause a possible delay or reduction in payments on your notes. For a description of the conditions that must be satisfied before the issuing entity can issue new notes, see “The Notes – Issuances of New Series and Classes of Notes.”

The issuance of new notes could adversely affect the timing and amount of payments on outstanding notes. For example, if additional notes in the same group as your series for purposes of sharing finance charge collections are issued after your notes and those notes have a higher interest rate than your notes, this could result in a reduction in the amount of excess funds from other series available to pay interest on your notes. Also, when new notes are issued, the voting rights of your notes will be diluted. See “ – You may have limited or no ability to control actions under the indenture, the transfer agreement or the servicing agreement. This may result in, among other things, payment of principal being accelerated when it is beneficial to you to receive payment of principal on the expected final distribution date, or it may result in payment of principal not being accelerated when it is beneficial to you to receive early payment of principal.”

You may have limited or no ability to control actions under the indenture, the transfer agreement or the servicing agreement. This may result in, among other things, payment of principal being accelerated when it is beneficial to you to receive payment of principal on the expected final distribution date, or it may result in payment of principal not being accelerated when it is beneficial to you to receive early payment of principal.

Under the indenture, the transfer agreement, the servicing agreement and any related indenture supplement, some actions require the consent of noteholders holding a specified percentage of the aggregate outstanding principal

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amount of notes of a series or class or all of the notes of that series or class. Under certain circumstances, these actions include directing the termination of a servicer following a servicer default, amending the indenture, the transfer agreement, the servicing agreement, or any related indenture supplement. In the case of votes by series, the outstanding principal amount of the most senior notes will generally be substantially greater than the outstanding principal amount of the subordinated notes. Consequently, the noteholders of the most senior notes will generally have the ability to determine whether and what actions should be taken. The holders of subordinated notes generally will need the concurrence of the holders of senior notes to cause actions to be taken. In addition, the noteholders of any series may need the consent or approval of a specified percentage of the outstanding principal amount of other series to take or direct certain actions, including to require the termination of a servicer after a servicer default and to direct a repurchase of all outstanding series after certain breaches of the transferor’s representations and warranties. The interests of the noteholders of various series may not be aligned, making it more difficult for any particular noteholder to achieve the desired results from such vote.

If an event of default occurs, your remedy options are limited and you may not receive full payment of principal and accrued interest.

Your remedies will be limited if an event of default affecting your series or class of notes occurs. Following an event of default affecting your series or class of notes and an acceleration of your notes, your notes will become immediately due and payable and the issuing entity will immediately be obligated to pay off the notes.

Following an event of default and acceleration, holders of the affected notes will have the ability to direct a sale of the assets in the issuing entity only under the limited circumstances as described in “The Indenture – Events of Default” and “Deposit and Application of Funds – Sale of Assets.”

A series or class of notes will be considered to be paid in full, the holders of that series or class of notes will have no further right or claim, and the issuing entity will have no further obligation or liability for principal of and interest on those notes, on the earliest to occur of (i) the date of the payment in full of the stated principal amount of, and any accrued, past due and additional interest on, that series or class of notes, as applicable, (ii) the date on which a sale of assets in the issuing entity has taken place with respect to that series or class of notes, as described in “Deposit and Application of Funds – Sale of Assets” and (iii) the legal maturity date of that series or class of notes, in each case after giving effect to all deposits, allocations, reimbursements, reallocations, sales of assets and payments to be made on that date.

Even if a sale of assets in the issuing entity is permitted, we can give no assurance that the proceeds of the sale will be enough to pay unpaid principal of and interest on the accelerated notes.

[Risks Relating to the Issuance of Floating Rate Notes and the Uncertainty of SOFR]

SOFR is a relatively new reference rate and its composition and characteristics are not the same as LIBOR.

The secured overnight financing rate published for any day by the Federal Reserve Bank of New York (“FRBNY”) (or a successor administrator), as the administrator of the benchmark, on the FRBNY’s website (or such successor administrator’s website) (such rate, “SOFR”) is a relatively new interest rate index and may not become widely established in the market or could eventually be eliminated. Further, the way that SOFR, including any market accepted adjustments to SOFR, are determined may change over time.

SOFR is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities, and has been published by the FRBNY since April 2018. SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York Mellon as well as General Collateral Finance Repo transaction data and data on bilateral Treasury repo transactions cleared through The Fixed Income Clearing Corporation’s delivery-versus-payment service. The FRBNY notes that it obtains information from DTCC Solutions LLC, an affiliate of DTCC. The FRBNY states on its publication page for SOFR that the use of SOFR is subject to important limitations and disclaimers, including that the FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice.

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SOFR is published by the FRBNY based on data received from sources outside of the sponsor and the issuing entity’s control or direction and neither the sponsor nor the issuing entity has control over its determination, calculation or publication. The activities of the FRBNY may directly affect prevailing SOFR rates in ways the issuing entity is unable to predict. There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of the holders in the [Class A notes] [and the] [Class B notes]. Potential investors should not rely on any historical changes or trends in SOFR as an indicator of future changes or trends in SOFR. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or discontinuance may result in a reduction of the amount of interest payable on and the trading prices of the [Class A notes] [and the] [Class B notes].

The FRBNY began to publish SOFR in April 2018. The FRBNY has also been publishing historical indicative secured overnight financing rates going back to 2014. Investors should not rely on any historical changes or trends in SOFR as an indicator of future changes or trends in SOFR. As an overnight lending rate, SOFR may be subject to higher levels of volatility relative to other interest rate benchmarks. Also, since SOFR is a relatively new market index, the [Class A notes] [and the] [Class B notes] may not have an established trading market when issued, and an established trading market may not develop or may not provide significant liquidity. Market terms for the [Class A notes] [and the] [Class B notes], such as the spread over the rate reflected in interest rate provisions, may evolve over time, and trading prices of the [Class A notes] [and the] [Class B notes] may be lower than those of later-issued notes with interest rates based on SOFR as a result. Similarly, if SOFR does not become widely adopted for securities like the [Class A notes] [and the] [Class B notes], the trading prices of the [Class A notes] [and the] [Class B notes] may be lower than those of securities like the [Class A notes] [or the] [Class B notes] linked to indices that are more widely used. Investors in the [Class A notes] [and the] [Class B notes] may not be able to sell the [Class A notes] [or the] [Class B notes] at all or may not be able to sell the [Class A notes] [or the] [Class B notes] at prices that will provide them with yields comparable to those of similar investments that have a developed secondary market, and may consequently experience increased pricing volatility and market risk.

Due to the emerging and developing adoption of SOFR as an interest rate index, investors who desire to obtain financing for their [Class A notes] [or their] [Class B notes] may have difficulty obtaining any credit or credit with satisfactory interest rates, which may result in lower leveraged yields and lower secondary market prices upon the sale of the [Class A notes] [or the] [Class B notes].

The use of SOFR may present additional risks that could adversely affect the value of and return on the [Class A notes] [and the] [Class B notes]. In contrast to other indices, SOFR may be subject to direct influence by activities of the FRBNY, which activities may directly affect prevailing SOFR rates in ways the issuing entity is unable to predict.

The composition and characteristics of SOFR are not the same as those of London interbank offered rate (“LIBOR”) and other floating interest benchmark rates. SOFR is different from LIBOR as: first, SOFR is a secured rate, while LIBOR is an unsecured rate, and second, SOFR is an overnight rate, while LIBOR is (or, in its synthetic form, is intended to be an approximation of the economic components of) a forward-looking rate that represents interbank funding over different maturities (e.g., three months). Additionally, since the initial publication of SOFR, daily changes in SOFR have, on occasion, been more volatile than daily changes in other benchmark or market rates, such as LIBOR. Although changes in compounded SOFR generally are not expected to be as volatile as changes in daily levels of SOFR, the return on and value of the [Class A notes] [and the] [Class B notes] may fluctuate more than floating rate debt securities that are linked to less volatile rates. As a result, there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, market volatility or global or regional economic, financial, political, regulatory, judicial or other events.

Any failure of SOFR to maintain market acceptance could adversely affect the [Class A notes] [and the] [Class B notes].

According to the Alternative Reference Rates Committee, SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to LIBOR in part because it is considered a representation of general funding conditions in the overnight U.S. Treasury repurchase agreement market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, is

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less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants would not consider SOFR a suitable replacement or successor for all of the purposes for which LIBOR historically has been used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to maintain wide market acceptance could adversely affect the return on and value of the [Class A notes] [or the] [Class B notes] and the price at which investors can sell the [Class A notes] [or the] [Class B notes] in the secondary market.

Since SOFR is a relatively new market index, the [Class A notes] [and the] [Class B notes] may not have an established trading market when issued, and an established trading market may not develop or may not provide significant liquidity. Market terms for the [Class A notes] [and the] [Class B notes], such as the spread over the rate reflected in interest rate provisions, may evolve over time, and trading prices of the [Class A notes] [and the] [Class B notes] may be lower than those of later-issued notes with interest rates based on SOFR as a result. Relatively limited market precedent exists for securities that use SOFR as the interest rate and the method for calculating an interest rate based upon SOFR in those precedents varies. Similarly, if SOFR does not become widely adopted for securities like the [Class A notes] [and the] [Class B notes] or the specific formula for the compounded SOFR rate used in the [Class A notes] [and the] [Class B notes] may not be widely adopted by other market participants, the trading prices of the [Class A notes] [and the] [Class B notes] may be lower than those of securities like the [Class A notes] [and the] [Class B notes] linked to indices that are more widely used. Investors in the [Class A notes] [or the] [Class B notes] may not be able to sell the [Class A notes] [or the] [Class B notes] at all or may not be able to sell the [Class A notes] [or the] [Class B notes] at prices that will provide them with yields comparable to those of similar investments that have a developed secondary market, and may consequently experience increased pricing volatility and market risk.

A decrease in SOFR, including a negative SOFR Rate, would reduce the rate of interest on the [Class A notes] [and the] [Class B notes].

The interest rate to be borne by the [Class A notes] [and the] [Class B notes] is based on a spread over the SOFR Rate, which is based on compounded SOFR or, if the administrator determines prior to the relevant reference time that a benchmark transition event and its related benchmark replacement date have occurred, upon the applicable benchmark replacement.

Changes in SOFR or such benchmark replacement will affect the rate at which the [Class A notes] [and the] [Class B notes] accrue interest and the amount of interest payments on the [Class A notes] [and the] [Class B notes]. Any decrease in the SOFR Rate or such benchmark replacement will lead to a decrease in the [Class A notes] [and the] [Class B notes] interest rate. To the extent that the SOFR Rate decreases below 0.00% for any Interest Period, the rate at which the [Class A notes] [and the] [Class B notes] accrue interest for such Interest Period will be reduced by the amount by which the SOFR Rate is negative; provided that the interest rate on the [Class A notes] [and the] [Class B notes] for any Interest Period will not be less than 0.00%. A negative SOFR Rate could result in the interest rate applied to the [Class A notes] [and the] [Class B notes] decreasing to 0.00% for the related Interest Period.

The issuing entity may issue floating rate notes, but the issuing entity will not enter into any interest rate swaps and you may suffer losses on your notes if interest rates rise.

The accounts were assessed with a mix of variable rate periodic finance charge (which may or may not be based on the SOFR Rate) and a fixed rate periodic finance charge. See “Annex I: The Selected Portfolio and the Trust Portfolio – The Receivables: Trust Portfolio.” However, the floating rate notes, if any, will bear interest at a floating rate, initially, based on the SOFR Rate plus an applicable spread. Even though the issuing entity may issue floating rate notes, it will not enter into any interest rate swaps or interest rate caps in connection with the issuance of the notes.

If the interest rate payable on the [Class A notes] [and the] [Class B notes] increases due to an increase in the SOFR Rate to the point where the amount of interest and principal due on the notes, together with other fees and expenses payable by the issuing entity, exceeds the amount of collections and other funds available to the issuing entity to make such payments, the issuing entity may not have sufficient funds to make payments on the notes. If the issuing entity does not have sufficient funds to make such payments, you may experience delays or reductions in the interest and principal payments on your notes.

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If market interest rates rise or other conditions change materially after the issuance of the notes, you may experience delays or reductions in interest and principal payments on your notes. The issuing entity will make payments on the floating rate notes out of its generally available funds—not solely from funds that are dedicated to the floating rate notes. Therefore, an increase in interest rates would reduce the amounts available for distribution to holders of all notes, not just the holders of the floating rate notes, and a decrease in interest rates would increase the amounts available to the holders of all notes. See also “Transaction Structure Risks—Credit card rates may decline without a corresponding change in the amounts needed to pay the notes, which could result in a delay or reduction in payments of your notes” for discussion of the converse risk that a decline in credit card rates could similarly result in insufficient collections to make payments on the notes.

Risks Related to Compounded SOFR.

In March 2020, the FRBNY began to publish compounded averages of SOFR, which are used to determine compounded SOFR. It is possible that there will be limited interest in securities products based on compounded SOFR, or in the implementations of compounded SOFR with respect to the [Class A notes] [and the] [Class B notes]. As a result, you should consider whether any future reliance on compounded SOFR may adversely affect the market values and yields of the [Class A notes] [and the] [Class B notes] due to potentially limited liquidity and resulting constraints on available hedging and financing alternatives.

The interest rate on the [Class A notes] [and the] [Class B notes] will be based on the SOFR Rate. The SOFR Rate will be based on compounded SOFR. The administrator may, from time to time, in its sole discretion, make conforming changes (i.e., technical, administrative or operational changes) without the consent of noteholders or any other party, which could change the methodology used to determine the SOFR Rate. The issuing entity can provide no assurance that the methodology to calculate compounded SOFR will not be adjusted as described in the prior sentence and, if so adjusted, that the resulting interest rate will yield the same or similar economic results over the term of the [Class A notes] [and the] [Class B notes] relative to the results that would have occurred had the interest rates been based on compounded SOFR without such adjustment or that the market value will not decrease due to any such adjustment in methodology. The administrator will have significant discretion in making SOFR conforming changes. No noteholder will have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations.

You should carefully consider the foregoing uncertainties prior to investing in the notes. In general, events related to SOFR and alternative reference rates may adversely affect the liquidity, market value and yield of your [Class A notes] [and the] [Class B notes].

Changes to or elimination of SOFR or the determinations made by the administrator may adversely affect the [Class A notes] [and the] [Class B notes].

The FRBNY publishes SOFR based on data received by it from sources other than the indenture trustee or the sponsor, and neither the indenture trustee, the sponsor nor any other party to the transaction described in this prospectus has control over its calculation methods, publication schedule, rate revision practices or availability of SOFR at any time. There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in the [Class A notes] [and the] [Class B notes]. If the manner in which SOFR is calculated is changed, that change may result in a reduction in the amount of interest payable on the [Class A notes] [and the] [Class B notes] and the trading prices of the [Class A notes] [and the] [Class B notes].

In certain circumstances, as described under “The Notes – Interest Payments – Effect of Benchmark Transition Event,” if the administrator has determined prior to the relevant reference time that a benchmark transition event and its related benchmark replacement date have occurred, the SOFR Rate may cease to be based upon SOFR and instead be based upon the benchmark replacement.

If the administrator determines that a benchmark transition event and its related benchmark replacement date have occurred in respect of SOFR, then the interest rate of the [Class A notes] [and the] [Class B notes] will no longer be determined by reference to SOFR, but instead will be determined by reference to the benchmark replacement. The alternative rate of interest on the [Class A notes] [and the] [Class B notes] will be determined in the following order: (a) based on the alternative rate of interest that has been selected or recommended by the relevant governmental body,

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(b) based on an ISDA fallback rate and (c) based on an alternative rate selected by the administrator, in each case, together with any benchmark replacement adjustment. In addition, the terms of the [Class A notes] [and the] [Class B notes] expressly authorize the administrator to make benchmark replacement conforming changes. If a particular benchmark replacement or related benchmark replacement adjustment cannot, in the sole discretion of the administrator, be determined (including because such benchmark replacement or related benchmark replacement adjustment is deemed not to be administratively feasible), then the next-available benchmark replacement or related benchmark replacement adjustment will apply.

The determination of a benchmark replacement, the calculation of the interest rate on the [Class A notes] [and the] [Class B notes] by reference to a benchmark replacement (including the application of a benchmark replacement adjustment), any implementation of benchmark replacement conforming changes and any other determinations, decisions or elections that may be made under the terms of the [Class A notes] [and the] [Class B notes] in connection with a benchmark transition event, could adversely affect the value of the [Class A notes] [and the] [Class B notes], the return on the [Class A notes] [and the] [Class B notes] and the price at which [Class A noteholders] [and] [Class B noteholders] can sell such [Class A notes] [or] [Class B notes].

If an alternative method or index is designated in place of SOFR for the [Class A notes] [and the] [Class B notes], the United States federal income tax consequences of such a benchmark replacement are uncertain. If such a replacement constituted a “significant modification” of the [Class A notes] [and the] [Class B notes] under Treasury Regulation section 1.1001-3, the replacement may result in a deemed taxable exchange of the [Class A notes] [and the] [Class B notes] and the realization of gain or loss, as well as other corollary tax consequences.

Additionally, the issuing entity cannot anticipate how long it will take to adopt a specific benchmark replacement, which may delay and contribute to uncertainty and volatility surrounding any benchmark transition.

The administrator will have significant discretion with respect to certain elements of the related benchmark replacement process, including determining whether a benchmark transition event and its related benchmark replacement date have occurred, determining which related benchmark replacement is available, determining the earliest practicable index determination date for using the related benchmark replacement, determining related benchmark replacement adjustments (if not otherwise determined by the applicable governing bodies or authorities) and making related benchmark replacement conforming changes (including potential changes affecting the business day convention and index determination date). No noteholders will have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations. If the administrator, in its sole discretion, determines that an alternative index is not administratively feasible, including as a result of technical, administrative or operational issues, then such alternative index will be deemed to be unable to be determined as of such date. The administrator may determine an alternative to not be administratively feasible even if such rate has been adopted by other market participants in similar products and any such determination may adversely affect the return on the [Class A notes] [and the] [Class B notes], the trading market and the value of the [Class A notes] [and the] [Class B notes].

The issuing entity cannot predict if SOFR will be eliminated, or, if changes are made to SOFR, the effect of those changes. In addition, the issuing entity cannot predict what alternative index would be chosen, should this occur. If SOFR in its current form does not survive or if an alternative index is chosen, the market value and/or liquidity of the [Class A notes] [and the] [Class B notes] could be adversely affected.

General Risk Factors

Social, economic and geographic factors can affect credit card payments and may cause a delay in or default on payments.

Changes in credit card usage, payment patterns and the rate of defaults by accountholders may result from a variety of economic, social and geographic factors. Economic factors include the rate of inflation, unemployment levels, relative interest rates, tariffs (including retaliatory tariffs in response to tariffs imposed by the United States), changes in monetary and fiscal policy, and increases in payment obligations to other lenders. Social factors include consumer confidence levels and the public’s attitude about incurring debt and the consequences of personal bankruptcy. In addition, acts of terrorism, the commencement of hostilities between the United States and a foreign

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nation or nations, natural disasters and other extreme weather conditions (including an increase in the frequency of extreme weather conditions as a result of climate change), and the impact of pandemics or other public health emergencies, could have a direct impact on the timing and amount of payments on your notes. For a more detailed discussion of the impact of economic, political, market, health, global and social events on the bank’s credit card business, see “Risk Factors – Business Risks Relating to the Bank’s Credit Card Business – Economic, political, market, health, global and social events or conditions may have a material adverse impact on the bank’s credit card business” and “– Payment and origination patterns of receivables and brand partner operations could reduce collections.”

If obligors on the accounts are concentrated in a specific geographic region, then economic conditions and other factors affecting such regions in particular could adversely impact the delinquency or credit loss experience of the assets in the issuing entity and could result in delays in payments or losses on the notes. The physical risks related to climate change may result in changes in accountholder payment patterns and credit card usage. For example, accountholders living in areas affected by extreme weather and natural disasters may suffer financial harm, reducing their ability to make timely payments on their credit card balances. The impact of extreme weather and natural disasters may be concentrated in a particular geographic region. If such extreme weather or a natural disaster were to occur in a geographic region in which a large number of accountholders are located, these risks would be exacerbated. See “Annex I: The Selected Portfolio and the Trust Portfolio – The Receivables” for details regarding the geographic composition of accounts designated to the issuing entity. Similarly, if the assets in the issuing entity are overly concentrated by and attributable to certain co-brand credit card programs, then economic conditions and other factors affecting such programs in particular could adversely impact the delinquency or credit loss experience of the assets in the issuing entity and could result in delays in payments or losses on the notes. See “Risk Factors – Business Risks Relating to the Bank’s Credit Card Business – The issuing entity’s receivables may be concentrated in a limited number of brand partner programs.”

We cannot predict what effect the factors, events and circumstances discussed above will have on repayment patterns, card use and, consequently, the timing and amount of payments on your notes. Any reductions in the amount or timing of interest or principal payments will reduce the amount available for distribution on the notes.

It may not be possible to find an investor to purchase your notes.

The underwriters of the notes may assist in resales of the notes but they are not required to do so. A secondary market for any notes may not develop. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your notes.

In addition, some notes may have a more limited trading market and experience more price volatility. There may be a limited number of buyers when you decide to sell your notes. This may affect the price you receive for the notes or your ability to sell the notes.

Moreover, any occurrence of adverse events in the global financial markets, including the ongoing military conflicts between Ukraine and Russia and in the Middle East and the economic sanctions triggered thereby, may cause a significant reduction in liquidity in the secondary market for asset-backed securities for a period of time. Such period of illiquidity may adversely affect both the market value of the Series 20[●]-[●] notes and an investor’s ability to sell the Series 20[●]-[●] notes. As a result, an investor may be unable to sell the Series 20[●]-[●] notes when it wants to do so or obtain its desired price for the Series 20[●]-[●] notes, or may suffer a loss on its investment.

You should not purchase notes unless you understand and know you can bear the investment risks and you should consider that general market conditions may adversely affect the liquidity, marketability and overall market value of your notes.

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You may not be able to reinvest any proceeds from an early amortization of your notes in a comparable security.

If your notes are repaid at a time when prevailing interest rates are relatively low, you may not be able to reinvest the proceeds of that repayment in a comparable security with an effective interest rate equivalent to that of your notes.

The market value of the notes could decrease if the ratings of the notes are lowered or withdrawn or if there is an unsolicited issuance of a lower rating.

The initial rating of a series or class of notes addresses the likelihood of the payment of interest on that series or class when due and the ultimate payment of principal of that series or class by its legal maturity date. The ratings do not address the likelihood of payment of principal of that series or class on its expected final distribution date. In addition, the ratings do not address the following:

• the likelihood that principal will be paid on any particular date before the series legal maturity date;

• the likelihood that principal or interest on your notes will be prepaid;

• the possibility that your notes will be paid early;

• the possibility of the imposition of United States withholding tax for non-U.S. noteholders;

• the marketability of the notes or any market price; or

• that an investment in the notes is a suitable investment for you.

The ratings of a series or class of notes are not a recommendation to buy, hold or sell that series or class of notes. Any rating may be lowered or withdrawn entirely at any time by the applicable hired nationally recognized statistical rating organization without notice from the bank or BFF to the noteholders of such change in rating. In addition, a non-hired nationally recognized statistical rating organization could choose to provide an unsolicited rating on a series or class of notes, without notice to or from the bank, BFF or the issuing entity, and such unsolicited rating could be lower than the rating provided by a hired nationally recognized statistical rating organization. If a series or class of notes has had its ratings lowered or withdrawn, or if a series or class of notes has received an unsolicited rating from a non-hired nationally recognized statistical rating organization that is lower than the other ratings of such series or class of notes, the market value of that series or class of notes could decrease.

Glossary

This prospectus uses defined terms. You can find a listing of defined terms in the “Glossary of Defined Terms” beginning on page [143].

Use of Proceeds

The net proceeds from the sale of the Series 20[●]-[●] notes offered by this prospectus, before deduction of certain expenses, will be paid to the transferor by the issuing entity and used by the transferor for the general corporate purposes of the transferor, including, but not limited to, the repayment of amounts owed to the bank. The transferor may also use the net proceeds to amortize or retire debt, including to amortize or retire existing series of notes that are variable interests. Such notes may be held by one or more of the underwriters or their affiliates, in which case a portion of the proceeds that are used to amortize or retire such existing series of notes may be paid to the underwriters or their affiliates.

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Introduction

The following provisions of this prospectus contain more detailed information concerning the Series 20[●]-[●] notes offered hereby. The Series 20[●]-[●] notes will be issued pursuant to the indenture and an indenture supplement, referred to as the Series 20[●]-[●] indenture supplement. Each of the indenture and the Series 20[●]-[●] indenture supplement is by and among the issuing entity, U.S. Bank Trust Company, National Association, as indenture trustee, and U.S. Bank National Association, a national banking association, in its capacity as securities intermediary. A copy of the form of each of these documents is filed as an exhibit to the registration statement of which this prospectus is a part.

On or about [●], the issuing entity will issue $[●] of Class A Series 20[●]-[●] [Fixed][Floating] Rate Asset Backed Notes and $[●] of Class B Series 20[●]-[●] [Fixed][Floating] Rate Asset Backed Notes. [Only the Class A notes are offered by this prospectus. The Class B notes will be acquired and held by an affiliate of the issuing entity and are not offered by this prospectus.] An affiliate of the issuing entity will retain any class of notes (or portion thereof) offered by this prospectus but not sold.

This series has an initial stated principal amount of $[●]. However, the stated principal amount of this series may be increased or decreased depending on the amount of notes offered and sold by the issuing entity. Any such increase or decrease will be reflected in the final prospectus.

The Notes

The following discussion and the discussion under “The Notes,” “Sources of Funds to Pay the Notes,” “Certain Matters Regarding the Servicer and the Administrator of the Issuing Entity” and “The Indenture” summarize the material terms of the Series 20[●]-[●] notes, the indenture, the transfer agreement, the servicing agreement and the Series 20[●]-[●] indenture supplement. These summaries are summaries of the material terms, and you should reference the applicable provisions of the Series 20[●]-[●] notes, the indenture, the transfer agreement, the servicing agreement and the Series 20[●]-[●] indenture supplement for the full text. The Series 20[●]-[●] notes will be issued in classes. References to the Class A notes and the Class B notes in this prospectus are to the Class A notes and the Class B notes of Series 20[●]-[●]. A class designation determines the relative seniority for receipt of cash flows and exposure to reductions in the Allocation Amount. For example, the Class B notes in Series 20[●]-[●] provide credit enhancement for the Class A notes in Series 20[●]-[●]. See “ – Subordination of Interest and Principal.”

A portion of the Finance Charge Collections and Principal Collections will be allocated to the Series 20[●]-[●] notes. See “Deposit and Application of Funds – Allocations of Finance Charge Collections, Principal Collections, the Default Amount and the Servicing Fee.” With respect to each Date of Processing, Series 20[●]-[●] will be allocated its share of Finance Charge Collections based on the Series 20[●]-[●] Floating Allocation Percentage for such Date of Processing, and will be allocated its share of Principal Collections based on the Series 20[●]-[●] Principal Allocation Percentage for such Date of Processing. With respect to each Monthly Period, Series 20[●]-[●] will be allocated its share of the Servicing Fee, the Default Amount, Interchange, Merchant Discount Fees, and any interest and other investment earnings on the Collection Account based on the Monthly Allocation Percentage for Series 20[●]-[●] for such Monthly Period. Finance Charge Collections allocated to Series 20[●]-[●], along with certain other amounts, will be treated as Series Available Finance Charge Collections and applied in accordance with “Deposit and Application of Funds – Payments of Interest, Fees and Other Items.” Principal Collections allocated to Series 20[●]-[●], after giving effect to any reallocations of such Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past due amounts thereon, along with certain other amounts, will be treated as Series Available Principal Collections and applied in accordance with “Deposit and Application of Funds – Payments of Principal.” If the Default Amount allocated to Series 20[●]-[●] exceeds the amount of Series Available Finance Charge Collections and Shared Excess Available Finance Charge Collections, if any, allocated to Series 20[●]-[●], then the Series Allocation Amount will be reduced by the excess as described in “Deposit and Application of Funds – Reductions in the Series Allocation Amount Due to Charge-Offs and Reallocated Principal Collections.”

The issuing entity will pay principal of and interest on the notes solely from the portion of Series Available Principal Collections and Series Available Finance Charge Collections and from other amounts which are available to the Series 20[●]-[●] notes under the indenture, the transfer agreement, the servicing agreement and the Series 20[●]-

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[●] indenture supplement after giving effect to all allocations and reallocations. If these sources are not sufficient to pay principal of and interest on the notes, noteholders will have no recourse to any other assets of the issuing entity or any other person or entity.

Subject to the satisfaction of certain conditions precedent, the indenture allows the issuing entity to “reopen” or later increase the amount of Series 20[●]-[●] notes without notice by selling additional Series 20[●]-[●] notes subject to the same terms of the transaction documents. Such additional notes are subject to the same interest distribution date schedule, expected final distribution date and legal maturity date as the Series 20[●]-[●] notes we are offering pursuant to this prospectus; provided, however, any additional Series 20[●]-[●] notes may begin to accrue interest at a different date. When new notes are issued, the voting rights of existing holders may be diluted.

The issuing entity will offer notes denominated in U.S. dollars.

A note is not a deposit and neither the notes nor any underlying Receivables are issued or guaranteed by the FDIC or any other governmental agency or instrumentality.

Stated Principal Amount, Outstanding Principal Amount, Adjusted Outstanding Principal Amount and Allocation Amount

Series 20[●]-[●] has a Stated Principal Amount, an Outstanding Principal Amount, an Adjusted Outstanding Principal Amount and an Allocation Amount. Each class of Series 20[●]-[●] notes has a Stated Principal Amount and an Outstanding Principal Amount. Any additional Series 20[●]-[●] notes will increase these amounts.

Stated Principal Amount

The Stated Principal Amount of Series 20[●]-[●] is $[●]. The initial Stated Principal Amount of the Class A notes is $[●] and the initial Stated Principal Amount of the Class B notes is $[●]. The initial Stated Principal Amount of the Class A notes and the Class B notes may be increased or decreased as discussed under “Introduction,” and will increase as a result of any issuance of additional Series 20[●]-[●] notes.

Outstanding Principal Amount

For Series 20[●]-[●] and any class of Series 20[●]-[●] notes, the Outstanding Principal Amount is the Initial Principal Amount of the series or class, less any principal payments made to the noteholders of the series or class.

For a series or class of discount notes, the Outstanding Principal Amount is an amount stated in, or determined by a formula as set forth in, the applicable indenture supplement. The Outstanding Principal Amount of a series or class of discount notes will increase over time as principal accretes on that series or class of notes.

The Outstanding Principal Amount of any series or class of notes will decrease as a result of each payment of principal of that series or class of notes, and will increase as a result of any issuance of additional notes of that series or class.

Adjusted Outstanding Principal Amount

The Adjusted Outstanding Principal Amount of the Series 20[●]-[●] notes is the Outstanding Principal Amount of the Series 20[●]-[●] notes, less any amounts on deposit in respect of principal in any issuing entity accounts, as applicable, for the benefit of the Series 20[●]-[●] notes.

Allocation Amount

The Series Allocation Amount is a U.S. dollar amount based on the Stated Principal Amount of the Series 20[●]-[●] notes, but with some reductions and increases described below. Within a series, subordinated notes bear the risk before senior notes of a reduction in the Allocation Amount of that series due to charge-offs resulting

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from any uncovered Default Amount allocated to that series or due to Reallocated Principal Collections used to pay shortfalls in interest on senior notes or shortfalls in the Servicing Fee, and past due amounts thereon.

The Series Allocation Amount may be reduced as follows:

• If Series Available Finance Charge Collections and Shared Excess Available Finance Charge Collections, if any, allocated from other series of notes, are insufficient to cover the Series Default Amount, the Series Allocation Amount will be reduced as described in “Deposit and Application of Funds – Reductions in the Series Allocation Amount Due to Charge-Offs and Reallocated Principal Collections.”

• Reallocated Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past due amounts thereon will reduce the Series Allocation Amount by the amount of such Reallocated Principal Collections as described in “Deposit and Application of Funds – Reductions in the Series Allocation Amount Due to Charge-Offs and Reallocated Principal Collections.”

• The Series Allocation Amount will be reduced by the amount deposited into the Principal Funding Account or (without duplication) the Distribution Account for the payment of principal of the Series 20[●]-[●] notes.

• The Series Allocation Amount will be reduced by the amount of all payments of principal of the Series 20[●]-[●] notes.

The Series Allocation Amount may be increased as follows:

• The Series Allocation Amount will increase by an amount equal to the principal amount of any issuance of additional Series 20[●]-[●] notes, or if amounts on deposit in the Principal Funding Account are deposited into the Principal Funding Account for another series or class of notes or paid to the issuing entity.

• If Series Available Finance Charge Collections and Shared Excess Available Finance Charge Collections, if any, allocated from other series of notes are available and applied to reimburse earlier reductions in the Series Allocation Amount due to charge-offs resulting from any uncovered Series Default Amount or due to Reallocated Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past due amounts thereon, as such reimbursements are described in “Deposit and Application of Funds – Payments of Interest, Fees and Other Items.” Series Available Finance Charge Collections and Shared Excess Available Finance Charge Collections, if any, allocated from other series of notes, that are used to cover the Series Default Amount or used to reimburse earlier reductions in the Series Allocation Amount will be treated as Series Available Principal Collections.

In most circumstances, the Series Allocation Amount, together with any accumulated Series Available Principal Collections held in the Principal Funding Account or (without duplication) Series Available Principal Collections held in the Distribution Account, will be equal to the Outstanding Principal Amount of the Series 20[●]-[●] notes. However, if reductions in the Series Allocation Amount due to charge-offs resulting from any uncovered Series Default Amount or due to Reallocated Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past due amounts thereon are not reimbursed through the subsequent application of Series Available Finance Charge Collections and Shared Excess Available Finance Charge Collections, if any, allocated from other series of notes, the Stated Principal Amount of the Series 20[●]-[●] notes may not be paid in full. This will occur because the amount of dollars allocated to pay the Series 20[●]-[●] notes is less than the Stated Principal Amount of the Series 20[●]-[●] notes.

If there is a sale of assets in the issuing entity (i) following an event of default and acceleration of the Series 20[●]-[●] notes or (ii) on the Series Legal Maturity Date, the Series Allocation Amount will be reduced to zero,

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even if the proceeds of that sale, amounts on deposit in the issuing entity accounts for Series 20[●]-[●] and any other amounts available to Series 20[●]-[●] are not enough to pay all remaining amounts due on Series 20[●]-[●] notes. After such sale, Principal Collections and Finance Charge Collections will no longer be allocated to Series 20[●]-[●]. See “Deposit and Application of Funds – Sale of Assets.”

The Series Allocation Amount may not be reduced below zero, and may not be increased above the Adjusted Outstanding Principal Amount.

The amount of reductions in the Series Allocation Amount due to charge-offs resulting from any uncovered Series Default Amount or due to Reallocated Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past due amounts thereon will be limited as described in “Deposit and Application of Funds – Reductions in the Series Allocation Amount Due to Charge-Offs and Reallocated Principal Collections.”

The issuing entity has also issued, and may in the future issue, series of notes that are designated as variable interests in the related indenture supplements. Notes that are variable interests are sometimes referred to as variable funding notes in this prospectus. The outstanding principal amount of variable funding notes, as well as the allocation amount for such variable funding notes, may vary during the revolving period for such series, subject to a maximum principal amount and maximum allocation amount. The outstanding principal amount and allocation amount for a series of variable funding notes will increase when the holders of such notes advance additional funds to the issuing entity under the terms of such notes, and the outstanding principal amount and allocation amount for a variable funding series will decrease as principal payments are made to the holders of such notes. The allocation percentage for each such variable funding series will be reset as the allocation amount for such series changes during the revolving period. The notes offered by this prospectus will not be variable interests.

Interest Payments

The Class A notes will accrue interest from and including the issuance date through but excluding [●], 20[●] and for each following Interest Period, at [a rate of] [the SOFR Rate plus] [●]% per year[.][; provided that, if the sum of the SOFR Rate and [●]% is less than 0.00% for any Interest Period, then the interest rate for such Interest Period will be deemed to be 0.00%.]

[The Class B notes will accrue interest from and including the issuance date through but excluding [●], 20[●] and for each following Interest Period, at [a rate of] [the SOFR Rate plus] [●]% per year[.][; provided that, if the sum of the SOFR Rate and [●]% is less than 0.00% for any Interest Period, then the interest rate for such Interest Period will be deemed to be 0.00%.]

Interest on the Class A notes will be calculated on the basis of the [actual number of days in the related Interest Period][a 30 day Interest Period] and a 360-day year.

[Interest on the Class B notes will be calculated on the basis of the [actual number of days in the related Interest Period][a 30 day Interest Period] and a 360-day year.]

Interest will be paid on each Distribution Date, which will be [●] and the [15th] day of each following month or, if the [15th] day is not a Business Day, the immediate following Business Day.

Interest payments on each class of Series 20[●]-[●] notes on any Distribution Date will be calculated on the Outstanding Principal Amount of such class of Series 20[●]-[●] notes as of the Record Date, except that interest for the first Distribution Date will accrue at the applicable note interest rate on the Initial Principal Amount of such class of Series 20[●]-[●] notes from the issuance date.

Interest due on the Class A notes [or Class B notes] but not paid on any Distribution Date will be payable on the following Distribution Date, together with additional interest on the overdue amount of regular monthly interest at [●]% per annum plus the interest rate payable on the Class A notes [or Class B notes, as applicable]. Additional interest on any class of the Series 20[●]-[●] notes will accrue on the same basis as interest on such class of notes, and

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will accrue from the Distribution Date on which the overdue interest became due, to but excluding the Distribution Date on which the additional interest is paid. If interest on the Series 20[●]-[●] notes is not paid within 35 days after such interest is due and payable, an event of default will occur. See “The Indenture – Events of Default.”

Interest payments on the Class A notes on any Distribution Date will be paid from Series Available Finance Charge Collections, Shared Excess Available Finance Charge Collections, to the extent available, and Reallocated Principal Collections, to the extent necessary and available, for the related Monthly Period.

[Interest payments on the Class B notes on any Distribution Date will be paid from Series Available Finance Charge Collections and Shared Excess Available Finance Charge Collections, to the extent available, for the related Monthly Period.]

[A series or class of discount notes will be issued at a price lower than the Stated Principal Amount payable on the expected final distribution date of that series or class of notes. Until the expected final distribution date for a series or class of discount notes, accreted principal will be capitalized as part of the principal of that series or class of notes and reinvested in the assets of the issuing entity, so long as an early amortization event with respect to that series or class has not occurred. If applicable, the prospectus will specify the interest rate to be borne by a series or class of discount notes following an early amortization event or event of default or after its expected final distribution date.]

[The “SOFR Rate” will be obtained by the paying agent from the FRBNY’s Website and notified to the administrator for each Interest Period on the second U.S. Government Securities Business Day before the first day of such Interest Period (“SOFR Adjustment Date”) as of 3:00 p.m. (New York time) on such U.S. Government Securities Business Day, at which time Compounded SOFR is published on the FRBNY’s Website (the “SOFR Determination Time”) (or, if the Benchmark is not SOFR, the time determined by the administrator after giving effect to the Benchmark Replacement Conforming Changes) (the “Reference Time”) and, except as provided below following a determination by the administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, shall mean, with respect to the [Class A notes] [and the] [Class B notes] as of any SOFR Adjustment Date, a rate equal to Compounded SOFR; provided, that, the administrator will have the right, in its sole discretion, to make applicable SOFR Adjustment Conforming Changes. The SOFR Rate obtained by the paying agent, in the absence of manifest error, will be conclusive and binding on the noteholders. For the purposes of computing interest on the floating rate notes prior to the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, the following terms will have the following respective meanings:

“Benchmark” means, initially, the SOFR Rate; provided that if the administrator determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the SOFR Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the administrator as of the Benchmark Replacement Date;

(1) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;

(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

(3) the sum of: (a) the alternate rate of interest that has been selected by the administrator as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate securities at such time and (b) the Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the administrator as of the Benchmark Replacement Date:

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(1) the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or

(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the administrator giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the Interest Period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the administrator decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the administrator decides that adoption of any portion of such market practice is not administratively feasible or if the administrator determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the administrator determines is reasonably necessary).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or

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(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

“Compounded SOFR” with respect to any U.S. Government Securities Business Day, shall mean:

(1) the applicable compounded average of SOFR for a tenor of [30] days as published on such U.S. Government Securities Business Day at the SOFR Determination Time; or

(2) if the rate specified in (1) above does not so appear, the applicable compounded average of SOFR for a tenor of [30] days as published in respect of the first preceding U.S. Government Securities Business Day for which such rate appeared on the FRBNY’s Website.

The specific Compounded SOFR rate is referred to by its tenor. For example, “[30]-day Average SOFR” refers to the compounded average SOFR over a rolling [30]-calendar day period as published on the FRBNY’s Website.

“FRBNY’s Website” shall mean the website of the FRBNY, currently at https://apps.newyorkfed.org/markets/autorates/sofr-avg-ind or at such other page as may replace such page on the FRBNY’s website.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Relevant Governmental Body” means the Federal Reserve Board and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve Board and/or the FRBNY or any successor thereto.

“SOFR Adjustment Conforming Changes” means, with respect to any SOFR Rate, any technical, administrative or operational changes (including changes to the Interest Period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the administrator decides, from time to time, may be appropriate to adjust such SOFR Rate in a manner substantially consistent with or conforming to market practice (or, if the administrator decides that adoption of any portion of such market practice is not administratively feasible or if the administrator determines that no market practice exists, in such other manner as the administrator determines is reasonably necessary).

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

All percentages resulting from any calculation on the [Class A notes] [and the] [Class B notes] will be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., [●]% (or [●]) would be rounded to [●]% (or [●])), and all dollar amounts used in or resulting from that calculation on the [Class A notes] [and the] [Class B notes] will be rounded to the nearest cent (with one-half cent being rounded upwards).

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Effect of Benchmark Transition Event

Notwithstanding the foregoing, if the administrator determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the determination of the then-current Benchmark, the Benchmark Replacement determined by the administrator will replace the then-current Benchmark for all purposes relating to the floating rate notes in respect of such determination on such date and all such determinations on all subsequent dates.

The administrator shall deliver written notice to each nationally recognized statistical rating organization hired to rate the [Class A notes] [and the] [Class B notes] and the indenture trustee on any SOFR Adjustment Date if, as of the applicable Reference Time, the administrator has determined with respect to the related Interest Period that there will be a change in the SOFR Rate or the terms related thereto since the immediately preceding SOFR Adjustment Date due to a determination by the administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred.

The administrator will have the right to make SOFR Adjustment Conforming Changes and, in connection with the implementation of a Benchmark Replacement, Benchmark Replacement Conforming Changes, from time to time.

Any determination, decision or election that may be made by the administrator or any other person in connection with a Benchmark Transition Event, a Benchmark Replacement Conforming Change, a SOFR Adjustment Conforming Change or a Benchmark Replacement as described above, including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate, an adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the administrator’s sole discretion, and, notwithstanding anything to the contrary in the transaction documents, will become effective without the consent of any other person (including any noteholder). No noteholder will have any right to approve or disapprove of these changes and will be deemed by their acceptance of a note to have agreed to waive and release any and all claims relating to any such determinations. Notwithstanding anything to the contrary in the transaction documents, none of the bank, the transferor, the issuing entity, the indenture trustee, the paying agent or the owner trustee will have any liability for any action or inaction taken or refrained from being taken by it with respect to any SOFR Adjustment Conforming Changes, Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other matters related to or arising in connection with the foregoing. Each noteholder and beneficial owner of notes, by its acceptance of a note or a beneficial interest in a note, will be deemed to waive and release any and all claims against the bank, the transferor, the issuing entity, the indenture trustee, the paying agent and the owner trustee relating to any such determinations.

None of the indenture trustee, the paying agent or the owner trustee will be under any obligation (i) to monitor, determine or verify the unavailability or cessation of the SOFR Rate (or other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement Benchmark index, or to determine whether any conditions to the designation of such a rate or index have been satisfied, (iii) to select, determine or designate any Benchmark Replacement Adjustment or Unadjusted Benchmark Replacement, or other modifier to any replacement or successor index, or (iv) to determine whether or what SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, including, but not limited to, as to any spread adjustment thereon, the business day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor Benchmark. In connection with the foregoing, each of the indenture trustee and the paying agent will be entitled to conclusively rely on any determinations made by the administrator without independent investigation, and neither will have any liability for actions taken at the administrator’s direction in connection therewith.

None of the indenture trustee, the paying agent or the owner trustee will be liable for any inability, failure or delay on its part to perform any of its duties set forth in the transaction documents as a result of the unavailability of SOFR or other applicable Benchmark and the absence of a designated Benchmark Replacement, including as a result

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of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of the transaction documents and reasonably required for the performance of such duties. Neither the indenture trustee nor paying agent will be responsible or liable for the actions or omissions of the administrator, or for any failure or delay in the performance by the administrator, nor shall the indenture trustee or the paying agent be under any obligation to oversee or monitor the performance of the administrator.]

Principal Payments

The issuing entity expects to pay the Stated Principal Amount of the Series 20[●]-[●] notes in one payment on the [●] 20[●] Distribution Date, which is the expected final distribution date.

It is not an event of default if the Stated Principal Amount of the Series 20[●]-[●] notes is not paid on its expected final distribution date. However, if the Stated Principal Amount of the Series 20[●]-[●] notes is not paid in full on its expected final distribution date, an early amortization event will occur. See “The Indenture – Early Amortization Events.”

If the Stated Principal Amount of the Series 20[●]-[●] notes is not paid in full by the Series Legal Maturity Date, an event of default will occur. See “The Indenture – Events of Default.”

Principal of the Series 20[●]-[●] notes may be paid earlier than its expected final distribution date if an early amortization event, an optional redemption or an event of default and acceleration occurs with respect to the Series 20[●]-[●] notes. See “The Indenture – Early Amortization Events” and “ – Events of Default” and “The Notes – Redemption and Early Amortization of the Notes.”

See “Risk Factors” for a discussion of factors that may affect the timing of principal payments on a series or class of notes.

Revolving Period

Until Principal Collections are needed to be accumulated to pay the Series 20[●]-[●] notes, Principal Collections allocable to the Series 20[●]-[●] notes will either be applied to other series of notes in the Shared Excess Available Principal Collections Group [●] which are accumulating principal or paid to BFF, as the holder of the Transferor Interest. This period is commonly referred to as the revolving period. The revolving period begins on the issuance date and, unless an early amortization event, an optional redemption or an event of default and acceleration of the Series 20[●]-[●] notes occurs, ends at the close of business on the day immediately preceding the commencement of the Controlled Accumulation Period. See “ – Controlled Accumulation Period.”

Controlled Accumulation Period

During the Controlled Accumulation Period, principal will be deposited into the Principal Funding Account. The Controlled Accumulation Period is scheduled to begin on the first Business Day of the [●] Monthly Period, but may be delayed as described in “ – Postponement of Controlled Accumulation Period” and ends on the earlier to occur of:

• the commencement of the Early Amortization Period; and

• the payment in full of the Stated Principal Amount of, and any monthly interest due on the Series 20[●]-[●] notes.

On each Distribution Date during the Controlled Accumulation Period, the indenture trustee will deposit in the Principal Funding Account an amount equal to the least of:

• Series Available Principal Collections, less any amount released under the Series 20[●]-[●] indenture supplement;

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• the applicable Controlled Deposit Amount; and

• the Series Allocation Amount (after taking into account any adjustments on that date).

The indenture trustee will also deposit in the Principal Funding Account Shared Excess Available Principal Collections, if any, allocated from other series of notes with respect to that Distribution Date. On the Transfer Date relating to the expected final distribution date, the indenture trustee will withdraw from the Principal Funding Account and deposit into the Distribution Account an amount up to the Class A Stated Principal Amount and will apply such funds for the payment of principal to the Class A noteholders until the Class A notes have been paid in full. After giving effect to the immediately preceding sentence, on the expected final distribution date, the indenture trustee will withdraw the remaining funds from the Principal Funding Account and apply the remaining funds for the payment of principal to the Class B noteholders until the Class B notes have been paid in full.

During the Controlled Accumulation Period, the portion of Series Available Principal Collections not deposited into the Principal Funding Account for payment of principal of the Series 20[●]-[●] notes on a Distribution Date will be treated as Shared Excess Available Principal Collections and made available for other series in Shared Excess Available Principal Collections Group [●] which are accumulating principal or if there is no other series in Shared Excess Available Principal Collections Group [●] accumulating principal then paid to BFF, as the holder of the Transferor Interest.

If there are insufficient funds on deposit in the Principal Funding Account or (without duplication) the Distribution Account to pay the Series 20[●]-[●] notes in full on the expected final distribution date, an early amortization event will occur and the Early Amortization Period will begin.

If an early amortization event occurs with respect to Series 20[●]-[●] before the Controlled Accumulation Period begins, there will be no Controlled Accumulation Period and the Early Amortization Period will begin.

Postponement of Controlled Accumulation Period

The Controlled Accumulation Period currently is scheduled to begin on [●][●], 20[●] which is the first Business Day of the month that is twelve calendar months before the expected final distribution date. However, the date on which the Controlled Accumulation Period actually begins will be delayed if the servicer reasonably expects that the Series Available Principal Collections together with the Shared Excess Available Principal Collections will be sufficient so that such delay will not affect the payment in full of the Series 20[●]-[●] notes by the expected final distribution date. In no case will the Controlled Accumulation Period be reduced to less than one month.

Early Amortization Period

The Early Amortization Period for the Series 20[●]-[●] notes will begin at the opening of business on the date on which an early amortization event with respect to Series 20[●]-[●] is deemed to have occurred, and ending on the earliest to occur of:

• the payment in full of the Stated Principal Amount of, and any accrued, past due and additional interest on, all classes of the Series 20[●]-[●] notes;

• the date on which a sale of assets in the issuing entity has taken place following an event of default and acceleration of the Series 20[●]-[●] notes; and

• the Series Legal Maturity Date,

in each case after giving effect to all deposits, allocations, reimbursements, reallocations, sales of assets and payments to be made on such date.

Series Available Principal Collections and Shared Excess Available Principal Collections, if any, allocated from other series of notes, will be paid to the Class A noteholders on each Distribution Date until the earliest of:

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• the payment in full of the Stated Principal Amount of, and any accrued, past due and additional interest on, the Class A notes;

• the date on which a sale of assets in the issuing entity has taken place following an event of default and acceleration of the Series 20[●]-[●] notes; and

• the Series Legal Maturity Date.

If an early amortization event occurs during the Controlled Accumulation Period, on the next Distribution Date, any amount on deposit in the Principal Funding Account will be paid to the Class A noteholders up to the Stated Principal Amount of the Class A notes.

For a discussion of events that might lead to the commencement of the Early Amortization Period, see “ – Redemption and Early Amortization of the Notes” and “The Indenture – Early Amortization Events.”

Redemption and Early Amortization of the Notes

If the issuing entity redeems the Series 20[●]-[●] notes, it will do so only to the extent that Finance Charge Collections and Principal Collections and any amounts in the issuing entity accounts not included in Finance Charge Collections and Principal Collections allocated to the Series 20[●]-[●] notes are sufficient to redeem or repay Series 20[●]-[●] notes in full. A noteholder will have no claim against the issuing entity if the issuing entity fails to make a required redemption or repayment before the Series Legal Maturity Date because no funds are available for that purpose. The failure to redeem or repay before the Series Legal Maturity Date under these circumstances will not be an event of default.

Optional Redemption

The issuing entity or the transferor may, at its option, redeem the Series 20[●]-[●] notes or a class of the Series 20[●]-[●] notes before its expected final distribution date in whole but not in part at any time when the Outstanding Principal Amount of the Series 20[●]-[●] notes or a class of the Series 20[●]-[●] notes is less than 10% of the highest Outstanding Principal Amount at any time for the Series 20[●]-[●] notes or a class of the Series 20[●]-[●] notes, but in no event will such optional redemption occur if 25% or more of the initial principal amount of the Series 20[●]-[●] notes is still outstanding. This redemption option is referred to as a “clean-up call.”

If the issuing entity redeems the Series 20[●]-[●] notes or a class of the Series 20[●]-[●] notes, it will notify the registered holders of the Series 20[●]-[●] notes or class of the Series 20[●]-[●] notes at least 30 days prior to the redemption date. The redemption price will equal 100% of the Outstanding Principal Amount, plus accrued, past due and additional interest up to but excluding the date of redemption.

If the issuing entity is unable to pay the redemption price in full on the redemption date, monthly payments will thereafter be made until the earlier to occur: either (i) the principal of and accrued interest on the Series 20[●]-[●] notes are paid in full or (ii) the Series Legal Maturity Date occurs, whichever is earlier. Any funds in any supplemental issuer account allocable to the Series 20[●]-[●] notes or a class of the Series 20[●]-[●] notes and funds in the Principal Funding Account, will be applied to make the principal and interest payments on the Series 20[●]-[●] notes or a class of the Series 20[●]-[●] notes on the redemption date.

Early Amortization

If an early amortization event occurs, the issuing entity will be required to repay the affected notes before the expected final distribution date. Following an early amortization event, repayment of principal prior to the expected final distribution date will be made only to the extent funds are available for repayment after giving effect to all allocations and reallocations. The issuing entity will give notice to the noteholders of the occurrence of an early amortization event.

The following events will be an early amortization event for the Series 20[●]-[●] notes:

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• if the Quarterly Excess Spread Percentage is less than the Required Quarterly Excess Spread Percentage;

• if, within five Business Days after the day on which it is required to do so, the transferor does not transfer additional receivables to the issuing entity;

• any Servicer Default, as described in “Certain Matters Regarding the Servicer and the Administrator of the Issuing Entity – Servicer Default,” occurs that would have a material adverse effect on the Series 20[●]-[●] noteholders;

• the failure to pay the Series 20[●]-[●] notes in full on the expected final distribution date;

• the occurrence of an event of default and acceleration of the Series 20[●]-[●] notes;

• the (i) failure on the part of the transferor to make any payment or deposit required to be made by it by the terms of the transfer agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the transferor duly to observe or perform in any material respect any of its respective covenants or agreements set forth in the transfer agreement, which failure has a material adverse effect on the Series 20[●]-[●] noteholders and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, will have been given to the transferor by the indenture trustee, or to the transferor and the indenture trustee by any noteholder of the Series 20[●]-[●] notes;

• the issuing entity becoming an “investment company” within the meaning of the Investment Company Act;

• the occurrence of a bankruptcy or insolvency event with respect to the transferor;

• the occurrence of a bankruptcy or insolvency event with respect to the bank; or

• the bank becomes unable for any reason to transfer Receivables to the transferor or the transferor becomes unable for any reason to transfer Receivables to the issuing entity.

Subordination of Interest and Principal

The Class B notes are subordinated to the Class A notes. Interest payments will be made on the Class A notes before they are made on the Class B notes. Principal payments on the Class B notes will not begin until the Class A notes have been paid in full. If the Series Allocation Amount is reduced due to charge-offs resulting from any uncovered Series Default Amount or due to Reallocated Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past due amounts thereon, the principal of and interest on the Class B notes may not be paid in full. If there is a sale of assets in the issuing entity (i) following an event of default and acceleration of the Series 20[●]-[●] notes or (ii) on the Series Legal Maturity Date, as described in “Deposit and Application of Funds – Sale of Assets,” the net proceeds of that sale which are available to pay principal of and interest on the Series 20[●]-[●] notes will be paid first to the Class A notes before any remaining net proceeds will be available for payments due to the Class B notes.

Issuing Entity Assets and Accounts

The Assets of the Issuing Entity

As of the date of this prospectus, the issuing entity’s primary assets are Receivables arising in designated credit card accounts from Approved Portfolios owned by the bank and funds on deposit in the issuing entity accounts. The Receivables consist of Principal Receivables and Finance Charge Receivables which are in existence as of the closing date and which are created from time to time thereafter.

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The sole source of payment for the principal of and interest on the Series 20[●]-[●] notes is provided by:

• the portion of Principal Collections and Finance Charge Collections allocated to Series 20[●]-[●] (see “Deposit and Application of Funds – Allocations of Finance Charge Collections, Principal Collections, the Default Amount and the Servicing Fee”);

• Series 20[●]-[●]’s allocable share of funds on deposit in the Collection Account and the Excess Funding Account; and

• funds on deposit in the Principal Funding Account, the Accumulation Reserve Account and the Distribution Account established for Series 20[●]-[●].

The Series 20[●]-[●] noteholders will have no recourse to any other assets of the issuing entity (other than Shared Excess Available Finance Charge Collections, if any, from other series in Shared Excess Available Finance Charge Collections Group [●] and Shared Excess Available Principal Collections, if any, from other series in Shared Excess Available Principal Collections Group [●]), or recourse to any other person or entity for payment of principal of and interest on the Series 20[●]-[●] notes.

The Issuing Entity Accounts

For a description of the issuing entity accounts established for the benefit of all series of notes, including the Collection Account and the Excess Funding Account, see “Sources of Funds to Pay the Notes.”

In connection with Series 20[●]-[●], the issuing entity will establish a Principal Funding Account, an Accumulation Reserve Account and a Distribution Account for the benefit of the Series 20[●]-[●] noteholders.

Principal Funding Account

The issuing entity will establish a Principal Funding Account into which Series Available Principal Collections and Shared Excess Available Principal Collections, if any, allocated from other series of notes, will be deposited during the Controlled Accumulation Period. Those Principal Collections will be used to make payments on principal of the Series 20[●]-[●] notes on the expected final distribution date, or, if earlier, the first Distribution Date in the Early Amortization Period. For a discussion of the timing and amount of principal to be deposited into the Principal Funding Account, see “ – Principal Payments.”

Accumulation Reserve Account

The issuing entity will establish an Accumulation Reserve Account to cover shortfalls in investment earnings on amounts on deposit in the Principal Funding Account.

If more than one deposit is required to be deposited into the Principal Funding Account to pay the principal of the Series 20[●]-[●] notes on the expected final distribution date, the amount required to be deposited into the Accumulation Reserve Account for the Series 20[●]-[●] notes will be [●]% of the Outstanding Principal Amount of the Series 20[●]-[●] notes, or such other amount designated by the issuing entity. Otherwise, the required amount to be deposited into the Accumulation Reserve Account for the Series 20[●]-[●] notes is zero. See “Deposit and Application of Funds – Deposits to the Accumulation Reserve Account.”

Distribution Account

The issuing entity will establish or cause to be established, a Distribution Account into which funds due to the Class A noteholders [and the Class B noteholders] will be deposited on each Transfer Date.

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Issuances of New Series and Classes of Notes

The issuing entity may issue a new series or class of notes or issue additional notes of an existing series or class only if the conditions of issuance are met (or waived as described below). Satisfaction of these conditions does not require independent verification. These conditions include:

• on or prior to the tenth Business Day before the new issuance is to occur, the issuing entity gives the indenture trustee, the owner trustee and each hired nationally recognized statistical rating organization that has rated any outstanding series or class of notes, notice of the new issuance;

• on or prior to the date that the new issuance is to occur, the issuing entity delivers to the indenture trustee, the owner trustee and each hired nationally recognized statistical rating organization that has rated any outstanding series or class of notes a certificate to the effect that:

• the issuing entity reasonably believes that the new issuance will not (i) cause an early amortization event or event of default with respect to any series or class of notes then outstanding, (ii) materially adversely affect the amount or timing of payments to be made to noteholders of any series or class of notes or (iii) unless otherwise permitted by the indenture, adversely affect the security interest of the indenture trustee in the collateral securing the outstanding notes;

• all instruments furnished to the indenture trustee conform to the requirements of the indenture and constitute sufficient authority under the indenture for the indenture trustee to authenticate and deliver the new notes;

• the form and terms of the new notes have been established in conformity with the provisions of the indenture;

• all laws and requirements with respect to the execution and delivery by the issuing entity of the new notes have been complied with, the issuing entity has the trust power and authority to issue the new notes, and the new notes have been duly authorized and delivered by the issuing entity, and, assuming due authentication and delivery by the indenture trustee, constitute legal, valid and binding obligations of the issuing entity enforceable in accordance with their terms, subject to certain limitations and conditions, and are entitled to the benefits of the indenture equally and ratably with all other notes outstanding, if any, subject to the terms of the indenture and each related indenture supplement;

• the issuing entity will have satisfied such other matters as the indenture trustee may reasonably request.

• on or prior to the date that the new issuance is to occur, the issuing entity delivers to the indenture trustee, the owner trustee and each hired nationally recognized statistical rating organization that has rated any outstanding series or class of notes an Issuer Tax Opinion;

• on or prior to the date that the new issuance is to occur, the Rating Agency Condition is satisfied;

• on or prior to the date that the new issuance is to occur, the issuing entity delivers to the indenture trustee an indenture supplement relating to the applicable series or class of notes; and

• as of the date that the new issuance is to occur, (i) the Pool Balance after giving effect to the new issuance is equal to or greater than the Required Pool Balance after giving effect to the new issuance and (ii) the Transferor Amount after giving effect to the new issuance is equal to or greater than the Required Transferor Amount after giving effect to the new issuance.

If the Rating Agency Condition has been satisfied, then any or all of the conditions described above may be waived or modified (other than the delivery of certain tax opinions, as described in the third bullet point above).

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The issuing entity and the indenture trustee are not required to provide prior notice to, permit any prior review by or obtain the consent of, any noteholder of any outstanding series or class to issue any additional series or classes of notes or any additional notes of any outstanding series or class of notes.

The issuing entity may from time to time, without notice to or the consent of, the registered holders of a series or class of notes, create and issue additional notes equal in rank to the series or class of notes in all respects – or in all respects except for the payment of interest accruing prior to the issuance date of the further series or class of notes or the first payment of interest following the issuance date of the further series or class of notes. In addition, the transferor may retain notes of a series or class upon initial issuance or upon a reopening of a series or class of notes and may sell them on a subsequent date.

There are no restrictions on the timing or amount of any issuance of additional notes of an outstanding series or class of notes, so long as the conditions described above are met or waived. As of the date of any issuance of additional notes of an outstanding series or class of notes, the Stated Principal Amount, Outstanding Principal Amount and Allocation Amount of that class will be increased to reflect the principal amount of the additional notes.

When issued, the additional notes of a series or class will be equally and ratably entitled to the benefits of the indenture and the related indenture supplement as applicable to the previously issued notes of such series or class without preference, priority or distinction.

Payments on Notes; Paying Agent

The notes offered by this prospectus will be delivered in book-entry form and payments of principal of and interest on the notes will be made in U.S. dollars as described under “ – Book-Entry Notes.”

The issuing entity, the indenture trustee and any agent of the issuing entity or the indenture trustee will treat the registered holder of any note as the absolute owner of that note, whether or not the note is overdue and notwithstanding any notice to the contrary, for the purpose of making payment and for all other purposes.

The issuing entity will make payments on a note to the registered holder of the note at the close of business on the record date established for the related Distribution Date.

The issuing entity has designated the corporate trust office of U.S. Bank Trust Company, National Association, as indenture trustee, in St. Paul, Minnesota as its paying agent for the notes of each series. The issuing entity will identify any other entities appointed to serve as paying agents on a series or class of notes in the prospectus or information memorandum. The issuing entity may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts. However, the issuing entity will be required to maintain an office, agency or paying agent in each place of payment for a series or class of notes.

After notice by publication, all funds paid to a paying agent for the payment of the principal of or interest on any note of any series which remains unclaimed at the end of two years after the principal or interest becomes due and payable will be paid to the issuing entity. After funds are paid to the issuing entity, the holder of that note, as an unsecured general creditor, may look only to the issuing entity for payment of that principal or interest.

Denominations

The notes offered by this prospectus will be issued in denominations of $[100,000] and multiples of $[1,000] in excess of that amount.

Record Date

The record date for payment of the notes offered by this prospectus will be the last day of the calendar month immediately preceding the related Distribution Date.

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Governing Law

The laws of the State of New York will govern the notes and the indenture.

Form, Exchange and Registration and Transfer of Notes

The notes offered by this prospectus will be issued in registered form. The notes will be represented by one or more global notes registered in the name of The Depository Trust Company, as depository, or its nominee. We refer to each beneficial interest in a global note as a book-entry note. For a description of the special provisions that apply to book-entry notes, see “ – Book-Entry Notes.”

A holder of notes may exchange those notes for other notes of the same class of any authorized denominations and of the same aggregate Stated Principal Amount, expected final distribution date and Series Legal Maturity Date, and of like terms.

Any holder of a note may present that note for registration of transfer, with the form of transfer properly executed, at the office of the note registrar or at the office of any transfer agent that the issuing entity designates. Unless otherwise provided in the note to be transferred or exchanged, holders of notes will not be charged any service charge for the exchange or transfer of their notes. Holders of notes that are to be transferred or exchanged will be liable for the payment of any taxes or other governmental charges described in the indenture (and any supplement thereto) before the transfer or exchange will be completed. The note registrar or transfer agent, as the case may be, will effect a transfer or exchange when it is satisfied with the documents of title and identity of the person making the request.

The issuing entity has appointed U.S. Bank Trust Company, National Association, as indenture trustee, as the note registrar and transfer agent for the notes. The issuing entity also may at any time designate additional transfer agents for any series or class of notes. The issuing entity may at any time rescind the designation of any transfer agent or approve a change in the location through which any transfer agent acts. However, the issuing entity will be required to maintain a transfer agent in each place of payment for a series or class of notes.

[The prospectus may state that application will be made to list the related series or class of notes on the Luxembourg Stock Exchange or another exchange.]

Book-Entry Notes

The notes offered by this prospectus will be delivered in book-entry form. This means that, except under the limited circumstances described under “ – Definitive Notes,” purchasers of notes will not be entitled to have the notes registered in their names and will not be entitled to receive physical delivery of the notes in definitive paper form. Instead, upon issuance, all of the notes of a class will be represented by one or more fully registered permanent global notes, without interest coupons.

Each global note will be held by a securities depository named The Depository Trust Company and will be registered in the name of its nominee, Cede & Co. No global note representing book-entry notes may be transferred except as a whole by DTC to a nominee of DTC, or by a nominee of DTC to another nominee of DTC. Thus, DTC or its nominee will be the only registered holder of the notes and will be considered the sole representative of the beneficial owners of notes for purposes of the indenture.

The registration of the global notes in the name of Cede & Co. will not affect beneficial ownership and is performed merely to facilitate subsequent transfers. The book-entry system, which is also the system through which most publicly traded common stock is held, is used because it eliminates the need for physical movement of securities. The laws of some jurisdictions, however, may require some purchasers to take physical delivery of their notes in definitive form. These laws may impair the ability to own or transfer book-entry notes.

Purchasers of notes in the United States may hold interests in the global notes through DTC, either directly, if they are participants in that system – such as a bank, brokerage house or other institution that maintains securities

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accounts for customers with DTC or its nominee – or otherwise indirectly through a participant in DTC. Purchasers of notes in Europe may hold interests in the global notes through Clearstream Banking.

Because DTC will be the only registered owner of the global notes, Clearstream Banking will hold positions through its U.S. depositories, which in turn will hold positions on the books of DTC.

As long as the notes are in book-entry form, they will be evidenced solely by entries on the books of DTC, its participants and any indirect participants. DTC will maintain records showing:

• the ownership interests of its participants, including the U.S. depositories; and

• all transfers of ownership interests between its participants.

The participants and indirect participants, in turn, will maintain records showing:

• the ownership interests of their customers, including indirect participants, that hold the notes through those participants; and

• all transfers between these persons.

Thus, each beneficial owner of a book-entry note will hold its note indirectly through a hierarchy of intermediaries, with DTC at the “top” and the beneficial owner’s own securities intermediary at the “bottom.”

The issuing entity, the indenture trustee and their agents will not be liable for the accuracy of, and are not responsible for maintaining, supervising or reviewing DTC’s records or any participant’s records relating to book-entry notes. The issuing entity, the indenture trustee and their agents also will not be responsible or liable for payments made on account of the book-entry notes.

Until Definitive Notes are issued to the beneficial owners as described under “ – Definitive Notes,” all references to “holders” of notes means DTC. The issuing entity, the indenture trustee and any paying agent, transfer agent or notes registrar may treat DTC as the absolute owner of the notes for all purposes.

Beneficial owners of book-entry notes should realize that the issuing entity will make all distributions of principal of and interest on their notes to DTC and will send all required reports and notices solely to DTC as long as DTC is the registered holder of the notes. DTC and the participants are generally required to receive and transmit all distributions, notices and directions from the indenture trustee to the beneficial owners through the chain of intermediaries.

Similarly, the indenture trustee will accept notices and directions solely from DTC. Therefore, in order to exercise any rights of a holder of notes under the indenture (and any supplement thereto), each person owning a beneficial interest in the notes must rely on the procedures of DTC and, in some cases, Clearstream Banking. If the beneficial owner is not a participant in that system, then it must rely on the procedures of the participant through which that person owns its interest. DTC has advised the issuing entity that it will take actions under the indenture only at the direction of its participants, which in turn will act only at the direction of the beneficial owners. Some of these actions, however, may conflict with actions it takes at the direction of other participants and beneficial owners.

Notices and other communications by DTC to participants, by participants to indirect participants, and by participants and indirect participants to beneficial owners will be governed by arrangements among them.

Beneficial owners of book-entry notes should also realize that book-entry notes may be more difficult to pledge because of the lack of a physical note. A beneficial owner may also experience delays in receiving distributions on his or her notes since distributions will initially be made to DTC and must be transferred through the chain of intermediaries to the beneficial owner’s account.

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The Depository Trust Company

DTC is a limited-purpose trust company organized under the New York Banking Law and is a “banking institution” within the meaning of the New York Banking Law. DTC is also a member of the Federal Reserve, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered under Section 17A of the Securities Exchange Act. DTC was created to hold securities deposited by its participants and to facilitate the clearance and settlement of securities transactions among its participants through electronic book-entry changes in accounts of the participants, thus eliminating the need for physical movement of securities. DTC is indirectly owned by a number of its participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. The rules applicable to DTC and its participants are on file with the Securities and Exchange Commission.

[Clearstream Banking

As a licensed credit institution in Luxembourg, Clearstream Banking is supervised by the Commission de Surveillance du Secteur Financier and must comply with financial, legal, regulatory and statutory reporting banking requirements as specified in the law on the financial sector (as subsequently amended) of 5 April 1993. As a securities settlement system in which the Banque Centrale du Luxembourg (“BCL”) participates, Clearstream Banking is also supervised by BCL and must report according to and comply with rules and recommendations by the BCL (especially relating to systemic risks). Clearstream Banking is a wholly-owned subsidiary of Deutsche Börse AG. Clearstream Banking holds securities for its customers and facilitates the clearance and settlement of securities transactions by electronic book-entry transfers between their accounts.

Clearstream Banking provides various services, including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Over 300,000 domestic and internationally traded bonds, equities and investment funds are currently deposited with Clearstream Banking.

Clearstream Banking’s customers are worldwide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Clearstream Banking’s U.S. customers are limited to securities brokers and dealers and banks. Currently, Clearstream Banking has approximately 2,500 customers located in over 110 countries, including all major European countries, Canada, and the United States. Indirect access to Clearstream Banking is available to other institutions that clear through or maintain a custodial relationship with an account holder of Clearstream Banking.]

Distributions on Book-Entry Notes

The issuing entity will make distributions of principal of and interest on book-entry notes to DTC. These payments will be made in immediately available funds by the issuing agent’s paying agent, U.S. Bank Trust Company, National Association, as indenture trustee, at the office of the paying agent in St. Paul, Minnesota that the issuing entity designates for that purpose.

Upon receipt of any payment of principal of or interest on a global note, DTC will immediately credit the accounts of its participants on its book-entry registration and transfer system. DTC will credit those accounts with payments in amounts proportionate to the participants’ respective beneficial interests in the Stated Principal Amount of the global note as shown on the records of DTC. Payments by participants to beneficial owners of book-entry notes will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.

Distributions on book-entry notes held beneficially through Clearstream Banking will be credited to cash accounts of Clearstream Banking participants in accordance with its rules and procedures, to the extent received by its U.S. depository.

In the event Definitive Notes are issued, distributions of principal of and interest on Definitive Notes will be made directly to the holders of the Definitive Notes in whose names the Definitive Notes were registered at the close of business on the related record date.

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Global Clearance and Settlement Procedures

Initial settlement for the notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC’s rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream Banking participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream Banking and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream Banking participants, on the other, will be effected in DTC in accordance with DTC’s rules on behalf of the relevant European international clearing system by the U.S. depositories. However, cross-market transactions of this type will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines, European time. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depository to take action to effect final settlement on its behalf by delivering or receiving notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Banking participants may not deliver instructions directly to DTC.

Because of time-zone differences, credits to notes received in Clearstream Banking as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and will be credited the Business Day following a DTC settlement date. The credits to or any transactions in the notes settled during processing will be reported to the Clearstream Banking participants on that Business Day. Cash received in Clearstream Banking as a result of sales of notes by or through a Clearstream Banking participant to a DTC participant will be received with value on the DTC settlement date, but will be available in the relevant Clearstream Banking cash account only as of the Business Day following settlement in DTC.

Although DTC and Clearstream Banking have agreed to these procedures in order to facilitate transfers of notes among participants of DTC and Clearstream Banking, they are under no obligation to perform or continue to perform these procedures and these procedures may be discontinued at any time.

Definitive Notes

Beneficial owners of book-entry notes may exchange those notes for physical form or Definitive Notes registered in their name only if:

• DTC is unwilling or unable to continue as depository for the global notes or ceases to be a registered “clearing agency” and the issuing entity is unable to find a qualified replacement for DTC;

• the issuing entity, in its sole discretion, elects to terminate its participation in the book-entry system through DTC; or

• any event of default has occurred with respect to those book-entry notes and beneficial owners evidencing more than 50% of the unpaid Outstanding Principal Amount of the notes of the related series or class advise the indenture trustee and DTC that the continuation of a book-entry system is no longer in the best interests of those beneficial owners.

If any of these three events occurs, DTC is required to notify the beneficial owners through the chain of intermediaries that the Definitive Notes are available. The appropriate global note will then be exchangeable in whole for Definitive Notes in registered form of like tenor and of an equal aggregate Stated Principal Amount, in specified denominations. Definitive Notes will be registered in the name or names of the person or persons specified by DTC in a written instruction to the note registrar. DTC may base its written instruction upon directions it receives from its participants. Thereafter, the holders of the Definitive Notes will be recognized as the “holders” of the notes under the indenture (and any supplement thereto).

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Replacement of Notes

The issuing entity will replace at the expense of the holder any mutilated note upon surrender of that note to the indenture trustee. The issuing entity will replace at the expense of the holder any notes that are destroyed, lost or stolen upon delivery to the indenture trustee of evidence of the destruction, loss or theft of those notes satisfactory to the issuing entity and the indenture trustee. In the case of a destroyed, lost or stolen note, the issuing entity and the indenture trustee may require the holder of the note to provide an indemnity satisfactory to the indenture trustee and the issuing entity before a replacement note will be issued, and the issuing entity may require the payment of a sum sufficient to cover any tax or other governmental charge, and any other expenses (including the fees and expenses of the indenture trustee) in connection with the issuance of a replacement note.

Deposit and Application of Funds

The Series 20[●]-[●] indenture supplement specifies how Series Available Finance Charge Collections, Series Available Principal Collections and other amounts allocated to the Series 20[●]-[●] notes will be deposited into the issuing entity accounts established for the Series 20[●]-[●] notes to provide for the payment of interest on and principal of Series  20[●]-[●] notes as payments become due. The following sections summarize those provisions.

Allocations of Finance Charge Collections, Principal Collections, the Default Amount and the Servicing Fee

Pursuant to the indenture, the servicer will, on the second Business Day following each Date of Processing, allocate the Finance Charge Collections and Principal Collections among the interests of the holders of the various series of notes and the Transferor Interest. In addition, on or prior to each Determination Date, the servicer will allocate the Servicing Fee, the Default Amount, Interchange, Merchant Discount Fees, and any interest and other investment earnings on the Collection Account among the interests of the holders of the various series of notes and the Transferor Interest.

The servicer’s compliance with its obligations under the servicing agreement will be independently verified as described under “Certain Matters Regarding the Servicer and the Administrator of the Issuing Entity – Evidence as to Compliance.”

With respect to each Date of Processing, the servicer will allocate the Finance Charge Collections to the Series 20[●]-[●] notes in an amount equal to the product of:

• the Series Floating Allocation Percentage for such Date of Processing; and

• the amount of Finance Charge Collections processed on such Date of Processing.

With respect to each Monthly Period, the servicer will allocate Interchange to the Series 20[●]-[●] notes in an amount equal to the product of:

• the Monthly Allocation Percentage for Series 20[●]-[●] for such Monthly Period; and

• the amount of Interchange, if any, attributable to the accounts for such Monthly Period.

With respect to each Monthly Period, the servicer will allocate Merchant Discount Fees to the Series 20[●]-[●] notes in an amount equal to the product of:

• the Monthly Allocation Percentage for Series 20[●]-[●] for such Monthly Period; and

• the amount of Merchant Discount Fees, if any, attributable to the accounts for such Monthly Period.

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With respect to each Monthly Period, the servicer will allocate a portion of the interest and other investment earnings on the Collection Account to Series 20[●]-[●] in an amount equal to the product of:

• the Monthly Allocation Percentage for Series 20[●]-[●] for such Monthly Period; and

• all interest and other investment earnings (net of losses and investment expenses), if any, accrued during the Monthly Period and credited to the Collection Account.

The Finance Charge Collections, Interchange, Merchant Discount Fees, and the portion of the interest and other investment earnings on the Collection Account allocated to Series 20[●]-[●] as described above are referred to in this prospectus as “Series Finance Charge Collections.” This may include any Reallocated Principal Collections.

In addition, with respect to each Date of Processing, the servicer will allocate the Principal Collections to the Series 20[●]-[●] notes in an amount equal to the product of:

• the Series Principal Allocation Percentage for such Date of Processing; and

• the amount of Principal Collections processed on such Date of Processing.

With respect to each Monthly Period, the servicer will allocate to Series 20[●]-[●] a portion of the Servicing Fee in an amount equal to the product of:

• the Monthly Allocation Percentage for Series 20[●]-[●] for such Monthly Period; and

• the Servicing Fee for such Monthly Period.

With respect to each Monthly Period, the servicer will allocate to Series 20[●]-[●] a portion of the Default Amount in an amount equal to the product of:

• the Monthly Allocation Percentage for Series 20[●]-[●] for such Monthly Period; and

• the Default Amount for such Monthly Period.

For a detailed description of the percentage used in allocating Finance Charge Collections to the Series 20[●]-[●] notes, see the definition of “Series Floating Allocation Percentage” in the “Glossary of Defined Terms.” For a detailed description of the percentage used in allocating the Servicing Fee, the Default Amount, Interchange, Merchant Discount Fees, and any interest and other investment earnings on the Collection Account to the Series 20[●]-[●] notes, see the definition of “Monthly Allocation Percentage,” “Series Servicing Fee” and “Series Default Amount” in the “Glossary of Defined Terms.” For a detailed description of the percentage used in allocating Principal Collections to the Series 20[●]-[●] notes, see the definition of “Series Principal Allocation Percentage” in the “Glossary of Defined Terms.”

With respect to each series or class of notes, upon a sale of assets in the issuing entity following (i) an event of default and acceleration or (ii) the legal maturity date, as described under “ – Sale of Assets,” the Allocation Amount will be reduced to zero. After such sale, Principal Collections and Finance Charge Collections will no longer be allocated to that series or class of notes.

With respect to each Date of Processing, the servicer will allocate to the holder of the Transferor Interest, the Transferor Allocation Percentage of Finance Charge Collections and Principal Collections. In addition, with respect to each Monthly Period, the servicer will allocate to the holder of the Transferor Interest, the Transferor Allocation Percentage of the Servicing Fee, the Default Amount, Interchange, Merchant Discount Fees, and any interest and other investment earnings on the Collection Account. If, as of the end of any Monthly Period, (i) the Transferor Amount is, or as a result of a payment to be made on the related Transfer Date would become, less than the Required Transferor Amount, (ii) if the Pool Balance is, or as a result of a payment to be made on the related Transfer Date would become, less than the Required Pool Balance, or (iii) if the seller’s interest is, or as a result of a payment to be made on the related Transfer Date would become, less than the required seller’s interest amount, Principal Collections will be deposited into the Excess Funding Account before being paid to the holder of the Transferor Interest.

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[In the case of a series of notes having more than one class, Principal Collections, Finance Charge Collections, the Servicing Fee, the Default Amount, Interchange, Merchant Discount Fees, and any interest and other investment earnings on the Collection Account allocated to that series of notes may be further allocated and applied, as applicable, to each class of notes in the manner and order of priority described in the prospectus for such series.]

Release of Principal Collections

Principal Collections allocated to the Series 20[●]-[●] notes as provided in the Series 20[●]-[●] indenture supplement and on deposit in the Collection Account may, upon request made by the servicer on behalf of the transferor to the indenture trustee, on any date be released from the Collection Account solely for the purpose of purchasing Receivables or for other purposes permitted under the indenture and related transaction documents that would not have an adverse effect; provided, however, that such release and transfer is subject to the following limitations:

• no Principal Collections may be released if an early amortization event has occurred and is continuing for one or more series of notes in Shared Excess Available Principal Collections Group [●]; and

• if one or more series of notes in Shared Excess Available Principal Collections Group [●] is in a period in which Principal Collections are required to be deposited into an accumulation account or paid to noteholders of such series (excluding any optional amortization amounts), no Principal Collection for such Monthly Period may be released if the amount of Principal Collections remaining in the Collection Account for such Monthly Period allocable to Shared Excess Available Principal Collections Group [●] would be less than the sum of the required principal deposits and payments (excluding any optional amortization amounts for such series) with respect to the Distribution Date for the related Monthly Period for all series of notes in Shared Excess Available Principal Collections Group [●] in amortization periods for which deposits or payments are required.

Payments of Interest, Fees and Other Items

On each Distribution Date the Series Finance Charge Collections along with certain other amounts described in the definition of “Series Available Finance Charge Collections” in the “Glossary of Defined Terms” will be applied by the indenture trustee (or paying agent on its behalf) in the following order and priority:

• first, an amount equal to the Class A Monthly Interest plus Class A Additional Interest due for the related Distribution Date and past due for any prior Distribution Dates, will be withdrawn from the Collection Account on the Transfer Date and deposited into the Distribution Account to be held in the Distribution Account and paid to the Class A noteholders on that Distribution Date;

• second, an amount equal to the Series Servicing Fee due for such Distribution Date and past due for any prior Distribution Date, will be paid to the servicer (unless such amount has been retained by the servicer and not deposited into the Collection Account as described under “Sources of Funds to Pay the Notes – Deposits in Collection Account”);

• third, an amount equal to the Class B Monthly Interest plus Class B Additional Interest due for the related Distribution Date and past due for any prior Distribution Dates, will be withdrawn from the Collection Account on the Transfer Date and deposited into the Distribution Account to be held in the Distribution Account and paid to the Class B noteholders on that Distribution Date;

• fourth, an amount equal to the Series Default Amount for such Distribution Date will be treated as Series Available Principal Collections;

• fifth, an amount equal to the unreimbursed reductions in the Series Allocation Amount due to charge-offs resulting from any uncovered Series Default Amount or due to Reallocated Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past amounts due thereon will be treated as Series Available Principal Collections;

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• sixth, from and after the Accumulation Reserve Account Funding Date, to make deposits, if any are required, to the Accumulation Reserve Account;

• seventh, following an event of default and acceleration of the Series 20[●]-[●] notes, the balance, if any, up to the Outstanding Principal Amount of the Series 20[●]-[●] notes less the amount of Series Available Principal Collections (less any amount released from the Collection Account pursuant to the Series 20[●]-[●] indenture supplement) on deposit in the Collection Account allocated to Series 20[●]-[●] on that Distribution Date will be treated as Series Available Principal Collections;

• eighth, the balance will be treated as Shared Excess Available Finance Charge Collections and will be available to cover any shortfalls in Finance Charge Collections allocated to other series in Shared Excess Available Finance Charge Collections Group [●], if applicable; and

• ninth, to make payments of other obligations of the issuing entity under any of the transaction documents, if applicable; and the remaining amount will be paid to the holder of the Transferor Interest.

If Series Available Finance Charge Collections are not sufficient to make all required payments and applications as described above, Shared Excess Available Finance Charge Collections, if any, allocated from other series of notes, may be available to make such required payments. Shared Excess Available Finance Charge Collections allocated to the Series 20[●]-[●] notes will be applied in the same manner and priority as Series Available Finance Charge Collections described above. While any series of notes may be included in Shared Excess Available Finance Charge Collections Group [●], there can be no assurance that additional series will be included in Shared Excess Available Finance Charge Collections Group [●] or that there will be any Shared Excess Available Finance Charge Collections. See “ – Shared Excess Available Finance Charge Collections.”

Reductions in the Series Allocation Amount Due to Charge-Offs and Reallocated Principal Collections

The Series Default Amount represents Series 20[●]-[●]’s share of losses from the Trust Portfolio. On or prior to each Determination Date, the servicer will calculate the Series Default Amount, if any, for the prior Monthly Period. If the Series Default Amount exceeds the amount of Series Available Finance Charge Collections and Shared Excess Available Finance Charge Collections, if any, then the Series Allocation Amount will be reduced by the excess. This excess is referred to as a “charge-off.”

On each Distribution Date, if the sum of Class A Monthly Interest, the Series Servicing Fee and past due amounts thereon cannot be paid from Series Available Finance Charge Collections and Shared Excess Available Finance Charge Collections, then Reallocated Principal Collections will be used to pay these amounts and the Series Allocation Amount will be reduced accordingly. However, with respect to Class A Monthly Interest, the Series Servicing Fee and past due amounts thereon, the amount of these Reallocated Principal Collections cannot exceed the Class B stated principal amount, minus any reductions due to charge-offs resulting from any uncovered series default amount and due to Reallocated Principal Collections previously used to pay such shortfalls and which have not been reimbursed.

In no event will the Series Allocation Amount be reduced below zero. Reductions in the Series Allocation Amount due to charge-offs resulting from any uncovered Series Default Amount or due to Reallocated Principal Collections may be reimbursed from subsequent Series Available Finance Charge Collections and Shared Excess Available Finance Charge Collections, if any, available to fund this amount. A reduction in the Series Allocation Amount will reduce the allocation of Finance Charge Collections and Principal Collections to Series 20[●]-[●]. If the Series Allocation Amount is reduced to zero, Series 20[●]-[●] will not receive any further allocations of Finance Charge Collections and Principal Collections.

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Payments of Principal

The indenture trustee (or paying agent on its behalf) will apply Series Available Principal Collections as follows:

• on or before each Distribution Date with respect to the revolving period, all Series Available Principal Collections, less any amount released from the Collection Account pursuant to the Series 20[●]-[●] indenture supplement, will be treated as Shared Excess Available Principal Collections and applied as described in “ – Shared Excess Available Principal Collections”; and

• with respect to the Controlled Accumulation Period or the Early Amortization Period, an amount equal to the Series Available Principal Collections, less any amount released from the Collection Account pursuant to the Series 20[●]-[●] indenture supplement, will be distributed or deposited on the following dates and in the following order of priority:

• first, during the Controlled Accumulation Period, and prior to the payment in full of the Class A notes and the Class B notes, an amount equal to the Series Monthly Principal for each Distribution Date will be deposited in the Principal Funding Account on such Distribution Date; provided, however, that with respect to the calendar month in which the Expected Final Distribution Date occurs, such deposit will be made on the applicable Transfer Date;

• second, during the Early Amortization Period, on each Transfer Date an amount equal to the lesser of (i) the Series Monthly Principal for the related Distribution Date and (ii) the Class A Stated Principal Amount, will be deposited into the Distribution Account and on the related Distribution Date will be paid to the Class A noteholders until the Class A notes have been paid in full;

• third, during the Early Amortization Period, on each Distribution Date, after giving effect to the deposit on the related Transfer Date referred to in the immediately preceding paragraph, an amount equal to the Series Monthly Principal for such Distribution Date remaining, if any, will be paid to the Class B noteholders until the Class B notes have been paid in full; and

• fourth, on each Distribution Date during the Controlled Accumulation Period and the Early Amortization Period, the balance of Series Available Principal Collections not applied as described above will be treated as Shared Excess Available Principal Collections and applied as described in “ – Shared Excess Available Principal Collections.”

On the earlier to occur of the Transfer Date relating to (i) the first Distribution Date with respect to the Early Amortization Period and (ii) the Expected Final Distribution Date, the indenture trustee will withdraw from the Principal Funding Account and deposit into the Distribution Account from Series Available Principal Collections an amount up to the Class A Stated Principal Amount and will apply such funds to the Class A noteholders until the Class A notes have been paid in full. After giving effect to the immediately preceding sentence, on the earlier to occur of (i) the first Distribution Date with respect to the Early Amortization Period and (ii) the Expected Final Distribution Date, the indenture trustee will withdraw from the Principal Funding Account and apply the remaining Series Available Principal Collections to the Class B noteholders until the Class B notes have been paid in full.

Limit on Allocations of Series Available Principal Collections and Series Available Finance Charge Collections

The Series 20[●]-[●] notes will be allocated Series Principal Collections and Series Finance Charge Collections solely to the extent of the Series Allocation Amount. Therefore, if the Series Allocation Amount has been reduced due to charge-offs resulting from any uncovered Series Default Amount or due to Reallocated Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past due amounts thereon, the Series 20[●]-[●] notes will not be allocated Principal Collections or Finance Charge Collections to the extent of such reductions. However, any funds in the Principal Funding Account, the Accumulation Reserve Account or the Distribution Account will still be available to pay principal

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of and interest on the Series 20[●]-[●] notes. Moreover, it is possible for the Series Allocation Amount to be increased by subsequent allocations of Series Available Finance Charge Collections and Shared Excess Available Finance Charge Collections, if any, allocated from other series of notes. However, there are no assurances that there will be any Series Available Finance Charge Collections or Shared Excess Available Finance Charge Collections available to increase the Series Allocation Amount.

Sale of Assets

Assets in the issuing entity may be sold (i) following an event of default and acceleration of the Series 20[●]-[●] notes and (ii) on the Series Legal Maturity Date. See “The Indenture – Events of Default.”

If an event of default occurs and the Series 20[●]-[●] notes are accelerated before the Series Legal Maturity Date, the issuing entity may sell assets if the conditions described in “The Indenture – Events of Default” and “ – Events of Default Remedies” are satisfied. This sale will take place at the option of the indenture trustee or at the direction of the holders of more than 66²⁄₃% of the aggregate Outstanding Principal Amount of the Series 20[●]-[●] notes. However, a sale will only be permitted if at least one of the following conditions is met:

• the holders of 90% of the Outstanding Principal Amount of the Series 20[●]-[●] notes consent;

• the net proceeds of such sale, plus amounts on deposit in the issuing entity accounts would be sufficient to pay all amounts due on the Series 20[●]-[●] notes; or

• the indenture trustee in consultation with the servicer determines that the funds to be allocated to the Series 20[●]-[●] notes, including (i) Series Available Finance Charge Collections and Series Available Principal Collections and (ii) amounts on deposit in the issuing entity accounts may not be sufficient on an ongoing basis to make all payments on the Series 20[●]-[●] notes as such payments would have become due if such obligations had not been declared due and payable, and holders of more than 66²⁄₃% of the aggregate Outstanding Principal Amount of the Series 20[●]-[●] notes consent to the sale.

If the Series Allocation Amount is greater than zero on the Series Legal Maturity Date, after giving effect to any allocations, deposits and payments to be made on such date, the sale of assets in the issuing entity will take place.

The principal amount of assets designated for sale will be an amount not to exceed the Series Allocation Amount as of the close of business on the day preceding such sale, plus any related Finance Charge Receivables. Proceeds from such a sale will be paid in the following priority: first, to (i) pay all compensation, indemnification and other amounts owed to the indenture trustee for services rendered in connection with the indenture (and any indenture supplement thereto) and (ii) pay all indemnification amounts owed to the owner trustee in connection with the trust agreement, second, to the Class A noteholders, until the Stated Principal Amount of the Class A notes and all current and past due Class A Monthly Interest and Class A Additional Interest has been paid in full, third, to the Class B noteholders, until the Stated Principal Amount of the Class B notes and all current and past due Class B Monthly Interest and Class B Additional Interest has been paid in full, and fourth, to pay any remaining amounts to the issuing entity.

The Series Allocation Amount will be reduced to zero upon such sale even if the proceeds of that sale and amounts on deposit in the issuing entity accounts for the Series 20[●]-[●] notes are not enough to pay all remaining amounts due on the Series 20[●]-[●] notes. After such sale, Principal Collections and Finance Charge Collections will no longer be allocated to Series 20[●]-[●]. Noteholders will receive the proceeds of the sale, but no more than the Outstanding Principal Amount of the Series 20[●]-[●] notes, plus all accrued, unpaid and additional interest. The Series 20[●]-[●] notes will no longer be outstanding under the indenture or any indenture supplement thereto once the sale of assets has been completed in accordance with the provisions of the indenture.

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After giving effect to a sale of assets for the Series 20[●]-[●] notes, the amount of proceeds on deposit in the Principal Funding Account or (without duplication) the Distribution Account may be less than the Outstanding Principal Amount of the Series 20[●]-[●] notes. This deficiency can arise because of unreimbursed reductions in the Series Allocation Amount or if the sale price for the assets was less than the Outstanding Principal Amount of the Series 20[●]-[●] notes. These types of deficiencies will not be reimbursed. See “Risk Factors – Transaction Structure Risks – Allocations of default amounts on principal receivables or uncovered dilution could result in a reduction in payment on your notes – If an event of default occurs, your remedy options are limited and you may not receive full payment of principal and accrued interest.”

Deposits to the Accumulation Reserve Account

Deposits will be required to be made into the Accumulation Reserve Account commencing on the Distribution Date selected by the servicer that is not later than the Distribution Date with respect to the Monthly Period which commences three months prior to the commencement of the Controlled Accumulation Period (which commencement may be subject to postponement as described in “The Notes – Principal Payments – Postponement of Controlled Accumulation Period”); provided, however, subject to the satisfaction of the Rating Agency Condition, deposits to the Accumulation Reserve Account may commence on any later date selected by the servicer (the “Accumulation Reserve Account Funding Date”). The required Accumulation Reserve Account amount with respect to any Distribution Date on or after the Accumulation Reserve Account Funding Date means an amount equal to (i) [●]% of the Outstanding Principal Amount of the Series 20[●]-[●] notes as of the Record Date for the related Distribution Date or (ii) any other amount designated by the transferor; provided, however, if such designation is of a lesser amount, the transferor will provide the servicer and the indenture trustee with evidence that the Rating Agency Condition shall have been satisfied; provided, however, that at any time during which the Controlled Accumulation Period is equal to one month, the required Accumulation Reserve Account amount shall be zero. The Accumulation Reserve Account will be funded from Series Available Finance Charge Collections and Shared Excess Available Finance Charge Collections, if any as described above in “ – Payments of Interest, Fees and Other Items.”

Withdrawals from the Accumulation Reserve Account

Withdrawals will be made from the Accumulation Reserve Account, but in no event more than the amount on deposit in the Accumulation Reserve Account, in the following order:

• Interest. On each Determination Date preceding each Distribution Date with respect to the Controlled Accumulation Period, the servicer will calculate the Accumulation Reserve Draw Amount and such amount will be withdrawn from the Accumulation Reserve Account and deposited into the Collection Account on the related Transfer Date and applied as Series Available Finance Charge Collections for such Distribution Date. The Accumulation Reserve Draw Amount means the excess, if any, of the Covered Amount for such Distribution Date over the investment proceeds on the Principal Funding Account for such Distribution Date; provided, however, such amount will be reduced to the extent that funds otherwise would be available for deposit in the Accumulation Reserve Account as described in the sixth bullet point of “ – Payments of Interest, Fees and Other Items” with respect to such Distribution Date. The term “Covered Amount” generally means the amount of interest which would accrue on the amounts in the Principal Funding Account if such amount, not to exceed the Outstanding Principal Amount of the Class A notes, accrued interest at the Class A interest rate and the balance accrued interest at the Class B interest rate.

• Withdrawals of Excess Amounts. If on any Distribution Date, the amount on deposit in the Accumulation Reserve Account after giving effect to all deposits and withdrawals from the Accumulation Reserve Account exceeds the amount required to be on deposit, the amount of such excess will be withdrawn from the Accumulation Reserve Account and paid to the holders of the Transferor Interest. Upon the earliest to occur of (i) the day on which the Series Allocation Amount is reduced to zero, (ii) the first Distribution Date with respect to an Early Amortization Period, (iii) the expected final distribution date, and (iv) the termination of the issuing entity pursuant to the trust

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agreement, the indenture trustee (acting in accordance with the instructions of the servicer) after the prior payment of all amounts owing to the Series 20[●]-[●] noteholders which are payable from the Accumulation Reserve Account as provided in this “ – Withdrawals from the Accumulation Reserve Account,” will withdraw from the Accumulation Reserve Account and pay to the holders of the Transferor Interest all amounts available in the Accumulation Reserve Account.

Final Payment of the Notes

Series 20[●]-[●] noteholders are entitled to payment of principal in an amount equal to the Stated Principal Amount of their notes. However, Series Available Principal Collections will be allocated to pay principal on the Series 20[●]-[●] notes only up to the Series Allocation Amount, which will be reduced due to charge-offs resulting from any uncovered Series Default Amount or due to Reallocated Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past due amounts thereon. In addition, if there is a sale of assets (i) following an event of default and acceleration of the Series 20[●]-[●] notes or (ii) on the Series Legal Maturity Date, as described in “ – Sale of Assets,” the amount of assets sold will not exceed the Series Allocation Amount as of the close of business on the day preceding such sale, plus any related Finance Charge Receivables. If the Series Allocation Amount has been reduced, Series 20[●]-[●] noteholders will receive full payment of principal and interest only to the extent proceeds from the sale of assets and amounts which have been previously deposited into the issuing entity accounts for the Series 20[●]-[●] notes are sufficient to pay the Outstanding Principal Amount of the Series 20[●]-[●] notes, and accrued interest thereon.

Any class of Series 20[●]-[●] notes will be considered to be paid in full, the holders of those notes will have no further right or claim, and the issuing entity will have no further obligation or liability for principal or interest, on the earliest to occur of:

• the date of payment in full of the Stated Principal Amount of, and all accrued, past due and additional interest on, that class of notes;

• the date on which a sale of assets in the issuing entity has taken place with respect to Series 20[●]-[●], as described in “– Sale of Assets”; and

• the Series Legal Maturity Date,

in each case after giving effect to all deposits, allocations, reimbursements, reallocations, sales of assets and payments to be made on such date.

Groups

A series of notes may be included in one or more groups of series that share Principal Collections and/or Finance Charge Collections.

Shared Excess Available Finance Charge Collections

Series 20[●]-[●] is included in a group of series designated as Shared Excess Available Finance Charge Collections Group [●]. Series Available Finance Charge Collections in excess of the amount required to make all required deposits and payments for Series 20[●]-[●] will be made available to other series included in Shared Excess Available Finance Charge Collections Group [●] whose allocation of Finance Charge Collections is not sufficient to make its required deposits and payments. If Series Available Finance Charge Collections are insufficient to make all required deposits and payments, Series 20[●]-[●] will have access to Shared Excess Available Finance Charge Collections, if any, from other series of notes in Shared Excess Available Finance Charge Collections Group [●]. Shared Excess Available Finance Charge Collections allocated to Series 20[●]-[●] will be allocated in the same manner and priority as Series Available Finance Charge Collections as described in “ – Payments of Interest, Fees and Other Items.”

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Shared Excess Available Finance Charge Collections will be allocated to cover shortfalls in Finance Charge Collections allocated to other series of notes in Shared Excess Available Finance Charge Collections Group [●], if any. If these shortfalls exceed Shared Excess Available Finance Charge Collections for any Monthly Period, Shared Excess Available Finance Charge Collections will be allocated pro rata among the applicable series of notes in Shared Excess Available Finance Charge Collections Group [●] based on the relative amounts of those shortfalls. Shared Excess Available Finance Charge Collections not needed to cover shortfalls and not required to be deposited in the Excess Funding Account will be paid to the holder of the Transferor Interest.

Shared Excess Available Finance Charge Collections will not be available for application by other series of notes that are not included in Shared Excess Available Finance Charge Collections Group [●].

While any series of notes may be included in Shared Excess Available Finance Charge Collections Group [●], there can be no assurance that additional series will be included in Shared Excess Available Finance Charge Collections Group [●] or that there will be any Shared Excess Available Finance Charge Collections for any Monthly Period.

Shared Excess Available Principal Collections

Series 20[●]-[●] is included in a group of series designated as Shared Excess Available Principal Collections Group [●]. Series Available Principal Collections for any Monthly Period will first be used to cover, with respect to the Controlled Accumulation Period, deposits to the Principal Funding Account, and with respect to the Early Amortization Period, payments to the Series 20[●]-[●] noteholders. Any remaining Series Available Principal Collections for such Monthly Period will be made available to other series included in Shared Excess Available Principal Collections Group [●] whose allocation of Principal Collections is not sufficient to make its required principal deposits and principal payments. If Series Available Principal Collections are not sufficient to make all required principal deposits and principal payments, Series 20[●]-[●] will have access to Shared Excess Available Principal Collections, if any, allocated from other series of notes. Shared Excess Available Principal Collections allocated to Series 20[●]-[●] will be allocated in the same manner and priority as Series Available Principal Collections as described in “ – Payments of Principal.”

Shared Excess Available Principal Collections will be allocated to cover shortfalls in Principal Collections allocated to other series of notes in Shared Excess Available Principal Collections Group [●], if any. If these shortfalls exceed Shared Excess Available Principal Collections for any Monthly Period, Shared Excess Available Principal Collections will be allocated pro rata among the applicable series of notes in Shared Excess Available Principal Collections Group [●] based on the relative amounts of those shortfalls. Shared Excess Available Principal Collections not needed to cover shortfalls will be paid to the holder of the Transferor Interest; provided, that: (i) such Shared Excess Available Principal Collections will be distributed to the holder of the Transferor Interest only to the extent that the Transferor Amount is equal to or greater than the Required Transferor Amount and the Pool Balance is equal to or greater than the Required Pool Balance, and (ii) in certain circumstances described under “Sources of Funds to Pay the Notes – Allocations of Amounts to the Excess Funding Account and Allocations of Amounts on Deposit in the Excess Funding Account,” such Shared Excess Available Principal Collections will be deposited into the Excess Funding Account.

Shared Excess Available Principal Collections will not be available for application by other series of notes that are not included in Shared Excess Available Principal Collections Group [●].

While any series of notes may be included in Shared Excess Available Principal Collections Group [●], there can be no assurance that additional series will be included in Shared Excess Available Principal Collections Group [●] or that there will be any Shared Excess Available Principal Collections for any Monthly Period.

If Principal Collections allocated to a series are shared with another series, the Allocation Amount for the series from which Principal Collections were shared will not be reduced.

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Servicer Compensation

The servicer is entitled to receive a monthly servicing fee, referred to as the Servicing Fee, as compensation for its servicing activities and as reimbursement for any expenses incurred by it as servicer. For each month, the Servicing Fee will equal one-twelfth of the product of (a) the Servicing Fee Percentage and (b) the aggregate amount of Principal Receivables as of the close of business on the last day of the prior Monthly Period. The portion of the Servicing Fee allocated to the Series 20[●]-[●] noteholders, referred to as the Series Servicing Fee, will be paid from Series Available Finance Charge Collections and Shared Excess Available Finance Charge Collections, if any, allocated from other series of notes, as described in “ – Payments of Interest, Fees and Other Items.”

Underwriting

Subject to the terms and conditions of the underwriting agreement for the Series 20[●]-[●] notes, the issuing entity has agreed to sell to each of the underwriters named below, and each of those underwriters has severally agreed to purchase, the principal amount of the Class A notes [and Class B notes] set forth opposite its name:

Underwriters of the Class A Notes	Stated Principal Amount
[Underwriter No. 1].	$      [●]
[Underwriter No. 2].	$      [●]
[Underwriter No. 3].	$      [●]
[Underwriter No. 4].	$      [●]
Total	$      [●]
[Underwriters of the Class B Notes]	Stated Principal Amount
[Underwriter No. 1].	$      [●]
[Underwriter No. 2].	$      [●]
[Underwriter No. 3].	$      [●]
[Underwriter No. 4].	$      [●]
Total	$      [●]

[The Class B notes will be acquired and held by an affiliate of the issuing entity and are not offered by this prospectus. The Class B notes will be placed directly by the issuing entity with the entity acquiring such notes and will not be sold to the underwriters.]

The underwriting agreement provides that the obligation of the underwriters to pay for and accept delivery of the Class A notes [and Class B notes] is subject to the approval of certain legal matters by their counsel and to certain other conditions.

The underwriters have advised the issuing entity that the several underwriters propose initially to offer the Class A notes [and Class B notes] to the public at the public offering price set forth on the cover page of this prospectus, and to certain dealers at that public offering price less a concession not in excess of [●]% of the principal amount of the Class A notes [and [●]% of the principal amount of the Class B notes]. The underwriters may allow, and those dealers may reallow to other dealers, a concession not in excess of [●]% of the principal amount of the Class A notes [and [●]% of the principal amount of the Class B notes].

After the public offering, the public offering price and other selling terms may be changed by the underwriters.

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Each underwriter has represented and agreed, severally and not jointly, that:

• it has not offered, sold, distributed or otherwise made available and will not offer, sell, distribute or otherwise make available any Series 20[●]-[●] notes to any UK Retail Investor in the United Kingdom (the “UK”), for the purposes of which (i) the expression “UK Retail Investor” means a person who is either one (or both) of the following: (A) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended), and as amended; or (B) not a qualified investor, as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (as amended); and (ii) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Series 20[●]-[●] notes to be offered so as to enable an investor to decide to buy or subscribe for the Series 20[●]-[●] notes;

• it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”) with respect to anything done by it in relation to any Series 20[●]-[●] notes in, from or otherwise involving the UK; and

• it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Series 20[●]-[●] notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity or the transferor.

Each underwriter has represented and agreed, severally and not jointly, that it has not offered, sold, distributed or otherwise made available and will not offer, sell, distribute or otherwise make available any Series 20[●]-[●] notes to any EU Retail Investor in the European Economic Area, for the purposes of which: (i) the expression “EU Retail Investor” means a person who is one (or more) of the following: (A) a retail client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (B) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (10) of Article 4(1) of MiFID II; or (C) not a qualified investor, as defined in Article 2 of Regulation (EU) 2017/1129 (as amended); and (ii) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Series 20[●]-[●] notes to be offered so as to enable an investor to decide to purchase or subscribe for the Series 20[●]-[●] notes.

In connection with the sale of the Class A notes [and Class B notes], the underwriters may, but have no obligation to, engage in:

• over-allotments, in which members of the syndicate selling the Class A notes [and Class B notes] sell more notes than the issuing entity actually sold to the syndicate, creating a syndicate short position;

• stabilizing transactions, in which purchases and sales of the Class A notes [and Class B notes] may be made by the members of the selling syndicate at prices that do not exceed a specified maximum;

• syndicate covering transactions, in which members of the selling syndicate purchase the Class A notes [and Class B notes] in the open market after the distribution has been completed in order to cover syndicate short positions; and

• penalty bids, by which underwriters reclaim a selling concession from a syndicate member when any of the Class A notes [or the Class B notes] originally sold by that syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the Class A notes [or the Class B notes] to be higher than it would otherwise be. These transactions, if commenced, may be discontinued at any time.

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The issuing entity, the transferor and the bank will, jointly and severally, indemnify the underwriters against certain liabilities, including liabilities under applicable securities laws, or contribute to payments the underwriters may be required to make in respect of those liabilities.

The issuing entity will receive proceeds of approximately $[●] from the sale of the Class A notes [and $[●] from the sale of the Class B notes]. This amount represents [●]% of the principal amount of the Class A notes [and [●]% of the principal amount of the Class B notes]. The issuing entity will receive this amount net of the underwriting discount of $[●]. The underwriting discount represents [●]% of the principal amount of the Class A notes [and [●]% of the principal amount of the Class B notes]. Additional offering expenses are estimated to be $[●]. The issuing entity will pay those proceeds to the transferor, who will use the proceeds as described in “Use of Proceeds.”

Transaction Parties

The Issuing Entity

Bread Financial Card Issuance Trust, also referred to as the issuing entity, is a Delaware statutory trust established on January 30, 2026. The issuing entity’s principal offices are in Delaware, in care of BNY Mellon Trust of Delaware, as owner trustee, at the following address: BNY Mellon Trust of Delaware, 103 Bellevue Parkway, Wilmington, DE 19809.

BFF is the depositor and transferor to the issuing entity. Pursuant to a receivables purchase agreement, the bank sells to the transferor its right, title and interest in the Receivables in the accounts designated to be included in the issuing entity’s Portfolio. See “Sources of Funds to Pay the Notes – Description of the Receivables Purchase Agreement.” Those Receivables are then transferred, subject to certain conditions, by the transferor to the issuing entity. See “Sources of Funds to Pay the Notes – Addition of Assets.”

Uniform Commercial Code financing statements have been and will be filed and amended, to the extent appropriate, to perfect the ownership or security interests of the issuing entity and the indenture trustee described herein. See “Risk Factors” for a discussion of risks associated with the issuing entity and the issuing entity’s assets and see “Sources of Funds to Pay the Notes – Description of the Receivables Purchase Agreement,” “Sources of Funds to Pay the Notes – Representations, Warranties and Reassignment of Assets” and “The Indenture – Issuing Entity Covenants” for a discussion of certain covenants regarding the perfection of security interests.

The issuing entity operates under an amended and restated trust agreement, dated as of June 11, 2026, between BFF, as beneficiary and transferor, and BNY Mellon Trust of Delaware. The issuing entity does not have any officers or directors. Currently, its sole beneficiary is BFF, although affiliates of BFF may be beneficiaries in the future. The powers and duties of the owner trustee are ministerial only. Accordingly, as beneficiary, BFF will direct the owner trustee in the management of the issuing entity and its assets.

The beneficiary and the owner trustee may amend the trust agreement without the consent of the noteholders, the transferor or the indenture trustee upon (i) delivery to the owner trustee and the indenture trustee of an Issuer Tax Opinion, (ii) satisfaction of the Rating Agency Condition, and (iii) an officer’s certificate of the beneficiary addressed and delivered to the owner trustee and the indenture trustee, to the effect that the beneficiary reasonably believes that such amendment will not have an adverse effect at the time of adoption or at any time in the future; provided, however, that such amendment will not significantly change the activities of the issuing entity.

The beneficiary and the owner trustee may further amend the trust agreement to modify, eliminate or add to the provisions of the trust agreement to (i) facilitate compliance with the FDIC Rule or to modify, eliminate or add to the provisions of the trust agreement as a result of changes in laws or regulations applicable to the

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beneficiary, the owner trustee, the issuing entity, the indenture trustee or the transactions described in the trust agreement or (ii) cause the provisions in the trust agreement to conform to or be consistent with or in furtherance of the statements made with respect to the trust agreement herein, in each case upon delivery by the beneficiary to the indenture trustee and the owner trustee of (x) an officer’s certificate of the beneficiary, dated the date of any such amendment, to the effect that (A) the beneficiary reasonably believes that such amendment will not have an adverse effect or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the beneficiary, the owner trustee, the issuing entity, the indenture trustee or the transactions governed by the transaction documents, or such amendment is required to cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to the trust agreement herein and (y) an Issuer Tax Opinion.

The trust agreement may also be amended from time to time by an instrument signed by the beneficiary and the owner trustee to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in the trust agreement, upon delivery by the beneficiary to the indenture trustee and the owner trustee of an officer’s certificate of the beneficiary, dated the date of any such amendment, to the effect that the beneficiary reasonably believes that such amendment will not have an adverse effect.

In addition, the beneficiary and the owner trustee may amend the trust agreement if holders of not less than (i) in the case of a significant change in the permitted activities of the issuing entity which the issuing entity does not reasonably expect to have an adverse effect on the noteholders, a majority of the aggregate Outstanding Principal Amount of each affected series or class of notes consent, and (ii) in all other cases, 66²⁄₃% of the aggregate Outstanding Principal Amount of each affected series or class of notes consent; however, unless all of the holders of the aggregate Outstanding Principal Amount of each affected series or class of notes consent, the trust agreement may not be amended for the purpose of (a) increasing or reducing the amount of, or accelerating or delaying the timing of, Collections of payments in respect of the Receivables or distributions that are required to be made for the benefit of the noteholders or (b) reducing the percentage of holders of the Outstanding Principal Amount of the notes the holders of which are required to consent to any amendment.

The issuing entity’s activities will include, but not be limited to:

• acquiring and holding the Receivables and other assets of the issuing entity and the proceeds from these assets;

• issuing notes;

• making payments on the notes; and

• engaging in other activities that are necessary or incidental to accomplish these limited purposes.

As of the date of this prospectus, the issuing entity’s primary assets are:

• Receivables arising in designated credit card accounts from Approved Portfolios owned by the bank; and

• funds on deposit in the issuing entity accounts.

In the future, the issuing entity may include Receivables in additional designated credit card accounts from Approved Portfolios owned by the bank. It is not expected that the issuing entity will have any other significant assets or means of capitalization.

The fiscal year for the issuing entity will end on December 31 of each year.

The issuing entity has established a Collection Account for the purpose of receiving Collections on Receivables and any other assets included in the issuing entity. In addition, the issuing entity has established an Excess Funding Account for the purpose of holding Principal Collections that would otherwise be paid to the

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holder of the Transferor Interest at a time when (i) the Transferor Amount is, or as a result of a payment or otherwise would become, less than the Required Transferor Amount, (ii) the Pool Balance is, or as a result of a payment or otherwise would become, less than the Required Pool Balance, or (iii) if the seller’s interest is, or as a result of a payment to be made on the related Transfer Date would become, less than the required seller’s interest amount.

Receivables originated under the designated credit card accounts included in the issuing entity’s Portfolio consist of amounts charged by accountholders for merchandise and services and cash advances. Receivables in the designated credit card accounts also include Finance Charge Receivables such as interest charges, cash advance fees, late fees, any other fees and charges billed to accountholders, and discount option receivables, if any. See “The Bank’s Credit Card Business.”

The Sponsor

Comenity Capital Bank is a Utah industrial bank and FDIC-insured depository institution, with its headquarters at 12921 South Vista Station Blvd, Suite 100, Draper, UT 84020. The bank issues co-brand general purpose and private label credit card products for nationally recognized retailers and other brand partners and offers direct-to-consumer credit solutions. Products are offered through the bank’s co-brand and private label credit card programs, direct-to-consumer proprietary general purpose credit cards, pay-over-time products, including both installment loan and “split-pay” offerings through its payment technology solution, Bread Pay, and direct-to-consumer, or retail, deposit products, referred to as Bread Savings, primarily in the form of certificates of deposits and high-yield savings accounts. See “The Bank’s Credit Card Business.”

The bank is the sponsor and, as such, organizes and initiates the asset-backed securities transactions of the issuing entity and is responsible for the fees paid to the asset representations reviewer. The bank began its securitization program in September 2008 and historically issued in private transactions, predominantly to banks and asset-backed commercial paper conduits. The bank’s affiliate, Comenity Bank, has securitized a significant portion of the credit card receivables that it has originated since January 1992, issuing notes through both periodic registered issuances and private transactions, and upon the completion of the planned merger of Comenity Bank with and into the bank, the bank will be the surviving entity with over 30 years of combined securitization experience. The bank also is the owner of the credit card accounts and the Receivables of which are sold and transferred to the issuing entity. See “The Bank’s Credit Card Business.” In addition, the bank is the servicer and administrator of the issuing entity. See “Certain Matters Regarding the Servicer and the Administrator of the Issuing Entity – Collection and Other Servicing Procedures” for a description of certain matters relating to the servicer.

As of the date of this prospectus, the bank is regulated and supervised by the Utah Department of Financial Institutions, the FDIC and the CFPB.

The Depositor and Transferor

Bread Financial Funding, LLC is a limited liability company formed as Comenity Capital Credit Company, LLC under the laws of the State of Delaware on June 21, 2019. On December 5, 2025, it filed a certificate of amendment to its certificate of formation with the Delaware Secretary of State and changed its name to Bread Financial Funding, LLC. Its sole member is the bank. BFF is the depositor and transferor of the issuing entity. The address for BFF is 3095 Loyalty Circle, Columbus, Ohio 43219 and its telephone number is (614) 729-4000. BFF was formed for the limited purpose of purchasing, holding, owning and transferring credit card receivables and related activities. Since its formation, BFF has been engaged in securitizing credit card receivables as described in this prospectus and has not engaged in any activities other than activities incidental to securitization.

A description of BFF’s obligations as transferor of the Receivables to the issuing entity can be found in “Sources of Funds to Pay the Notes – Credit Risk Retention,” “ – Required Pool Balance,” “ – Addition of Assets,” “ – Removal of Assets” and “ – Representations, Warranties and Reassignment of Assets.”

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The initial capitalization of BFF is by a cash contribution from the bank. Pursuant to a revolving credit agreement, BFF may borrow funds from the bank for the sole purpose of purchasing Receivables from the bank under the receivables purchase agreement. Under the revolving credit agreement, payments from BFF are due only to the extent that those funds are not required for any other purpose and so long as the payment will not cause BFF to default under the transfer agreement.

The Indenture Trustee

U.S. Bank Trust Company, National Association, a national banking association (“U.S. Bank Trust Co.”), will act as Indenture Trustee.

U.S. Bank National Association, a national banking association (“U.S. Bank N.A.”), made a strategic decision to reposition its corporate trust business by transferring substantially all of its corporate trust business to its affiliate, U.S. Bank Trust Co., a non-depository trust company (U.S. Bank N.A. and U.S. Bank Trust Co. are collectively referred to herein as “U.S. Bank”). Upon U.S. Bank Trust Co.’s succession to the business of U.S. Bank N.A., it became a wholly-owned subsidiary of U.S. Bank N.A. The Indenture Trustee will maintain the accounts of the issuing entity in the name of the Indenture Trustee at U.S. Bank N.A.

U.S. Bancorp, with total assets exceeding $700 billion as of March 31, 2026, is the parent company of U.S. Bank N.A., the fifth largest commercial bank in the United States. As of March 31, 2026, U.S. Bancorp operated over 2,000 branch offices in 26 states. A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, and institutions.

U.S. Bank has one of the largest corporate trust businesses in the country with a network of more than 50 domestic offices and international locations in London, England and Dublin, Ireland. The Indenture will be administered from U.S. Bank’s corporate trust office located at 190 South LaSalle Street, Chicago, Illinois 60603 or at such other address as the trustee may designate from time to time.

U.S. Bank has provided corporate trust services since 1924. As of March 31, 2026, U.S. Bank was acting as trustee with respect to over 164,000 issuances of securities with an aggregate outstanding principal balance of over $7.0 trillion. This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.

The Indenture Trustee shall make each monthly noteholders’ statement available to the Noteholders via the indenture trustee’s internet website at https://pivot.usbank.com. Noteholders with questions may direct them to the Indenture Trustee’s bondholder services group at (800) 934-6802.

As of March 1, 2026, U.S. Bank (and its affiliate U.S. Bank Trust National Association) was acting as indenture trustee, registrar and paying agent on 32 issuances of credit card asset-backed securities with an outstanding aggregate principal balance of approximately $14,689,200,000.

U.S. Bank N.A. and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage-backed securities (“RMBS”) trusts. The complaints, primarily filed by investors or investor groups against U.S. Bank N.A. and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default.

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U.S. Bank N.A. denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously. However, U.S. Bank N.A. cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.

On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank N.A. in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”). The complaint, as amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have made assertions against U.S. Bank N.A. concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.

U.S. Bank N.A. has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated. On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020, the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the Student Loans, which remains pending.

U.S. Bank N.A. denies liability in the NCMSLT Action and believes it has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs and that it has meritorious defenses. It has contested and intends to continue contesting the plaintiffs’ claims vigorously.

The Owner Trustee

BNY Mellon Trust of Delaware (“BNY”) — also referred to herein as the “owner trustee”— is a Delaware banking corporation with trust powers incorporated under the state laws of Delaware. The owner trustee’s principal place of business is located at 103 Bellevue Parkway, Wilmington, DE 19809. BNY is an affiliate of Bank of New York Mellon Corporation. Since 1995, BNY has served as trustee in numerous asset-backed securities transactions involving credit card receivables.

BNY is subject to various legal proceedings that arise from time to time in the ordinary course of business. BNY does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as owner trustee.

In the ordinary course of business, The Bank of New York Mellon, The Bank of New York Mellon Trust Company, N.A., and BNY Mellon Trust of Delaware (collectively, “BNY Mellon”) are named as a defendant in legal actions. In connection with its role as trustee of certain residential mortgage-backed securitization (“RMBS”) transactions, BNY Mellon has been named as a defendant in a number of legal actions brought by RMBS investors. These lawsuits allege that the trustee had expansive duties under the governing agreements, including the duty to investigate and pursue breach of representation and warranty claims against other parties to the RMBS transactions. While it is inherently difficult to predict the eventual outcomes of pending actions, BNY Mellon denies liability and intends to defend the litigations vigorously.

BNY has provided the above information and has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

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Asset Representations Reviewer

[FTI Consulting, Inc. is a corporation organized under the laws of the State of Maryland. FTI currently acts as an asset representations reviewer for asset-backed securities transactions involving credit card receivables.

The asset representations reviewer is not affiliated with the sponsor, the servicer, the transferor, the indenture trustee, the owner trustee or any of their affiliates, nor has the asset representations reviewer been hired by the sponsor or an underwriter to perform pre-closing due diligence work on the receivables in the Trust Portfolio. The asset representations reviewer may be terminated by the issuing entity if the asset representations reviewer at any time while your notes are outstanding becomes affiliated with the sponsor, the servicer, the transferor, the indenture trustee, the owner trustee or any of their affiliates. If the asset representation reviewer is terminated, the issuing entity will appoint a successor asset representations reviewer as described under “Sources of Funds to Pay the Notes – Asset Representations Review – Asset Representations Review Agreement.” Any successor asset representations reviewer will not be affiliated with the sponsor, the servicer, the transferor, the indenture trustee, the owner trustee or any of their affiliates, and will not have been hired by the sponsor or an underwriter to perform pre-closing due diligence work on the receivables in the Trust Portfolio.]

The Bank’s Credit Card Business

General

The bank issues co-brand and private label credit cards for a broad range of brand partners across sectors such as travel and entertainment, specialty apparel, health and beauty, jewelry, sporting goods, technology and electronics, as well as home and furniture. The bank also offers direct-to-consumer proprietary general purpose credit cards, pay-over-time products, including both installment loan and “split-pay” offerings through its payment technology solution, Bread Pay, and direct-to-consumer, or retail, deposit products, referred to as Bread Savings, primarily in the form of certificates of deposits and high-yield savings accounts. The bank’s co-brand and private label credit card programs are administered under program agreements with brand partners. See “Transaction Parties – The Sponsor.”

The bank’s co-brand credit cards are currently offered in association with the American Express, Mastercard or Visa network. Merchants that accept co-brand credit cards receive a portion of the total purchase price reduced by an interchange fee imposed by the network, a portion of which is used to compensate card-issuing banks. Since the co-brand credit cards issued by the bank can be used for purchases through one of these systems, charges on those cards will generate interchange revenue for the bank in connection with purchases by accountholders other than at the brand partner related to the co-brand credit card. When co-brand credit card accounts are designated as part of the issuing entity’s Portfolio, the bank transfers to BFF, and BFF in turn transfers to the issuing entity, a portion of the interchange from accounts in the related co-brand credit card program. The portion of interchange to be transferred is meant to approximate the interchange attributable to accountholders’ charges for merchandise and services on the co-brand credit card accounts that are designated to the issuing entity’s Portfolio. Interchange received by the issuing entity will be treated as Finance Charge Collections. Additionally, the bank may, from time to time, convert private label credit cards originated under dual co-brand and private label credit card program agreements to co-brand credit cards.

Private label credit cards are used by accountholders exclusively for the purchase of goods and services from a particular brand partner. Credit under a private label credit card typically is extended either on standard terms, which means accounts are assessed periodic interest charges using an agreed non-promotional fixed and/or variable interest rate, or pursuant to a promotional financing offer, involving deferred interest, low APR or waived interest during a set promotional period (typically between six and 60 months). See “ – Marketing Program and Account Origination.” The bank typically does not charge interchange or other fees to its brand partners when accountholders use private label credit cards to purchase the brand partners’ goods and services.

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As part of its private label credit card program, the bank offers certain accountholders the Universal Private Label Credit Card (“uPLCC”). Like other private label credit cards, cards in the uPLCC program bear the mark of a brand partner and enable the holder to finance the purchase of goods and/or services from the brand partner. However, uPLCC is distinct from traditional private label credit cards in that uPLCC offers the benefits of running “on the rails” of a network platform (i.e., American Express, Mastercard or Visa), including enhanced fraud detection and protection. Because uPLCC cards run through a network, it is possible, although not intended, for them to be used for general purpose spend. Unless otherwise indicated in this prospectus, references to the bank’s private label credit card program will generally include the uPLCC program.

The bank has invested in the promotion and development of its direct-to-consumer proprietary general purpose credit card, the Bread Cashback^® American Express^® Credit Card. The proprietary card offers the accountholder the ability to purchase and spend anywhere American Express is accepted. The proprietary card does not bear the mark of a brand partner, but instead shows only Bread Financial marks along with the designation of the network. Unless otherwise indicated in this prospectus, references to the bank’s co-brand credit card program will generally include the bank’s proprietary credit card program.

The bank continues to leverage its experience with co-brand and private label product development, marketing support and risk management to support the sales of third-party brand partners. The bank’s goal is to provide world class credit and information services which build lifetime relationships with customers and generate incremental sales and profit for brand partners. The bank seeks to differentiate itself from other providers of credit such as general purpose credit cards by striving to deliver superior quality and service at all times. The bank plans to continue to selectively acquire or build co-brand and private label credit card portfolios for other brand partners. These credit card portfolios require satisfaction of the Rating Agency Condition prior to their addition to the issuing entity’s Portfolio.

We refer to the third-party brand partners associated with co-brand and private label credit card programs currently included in the issuing entity as the current brand partners. The credit cards in these programs are issued under the insignia of the current brand partner based on the brand partner’s business through which the account was opened and, in the case of co-brand credit cards, usually also bear the insignia of the American Express, Mastercard or Visa network, as applicable. The credit card programs are administered under a credit card program agreement with the brand partner, as described below under “ – Program Agreements.” In addition to purchases of merchandise and services, certain of the bank’s credit cards may be used to obtain cash advances as outlined in the accountholder’s credit card agreement if established risk parameters are met. Cash advances will be limited to a specified percentage of an accountholder’s credit line (up to 20%), or disallowed altogether, depending on the accountholder’s credit risk score. The bank also offers premium cards, such as gold and platinum cards, for some current brand partners, and may offer such cards to new brand partners in the future. While these cards may offer certain ancillary benefits to customers, they generally, with the exception of certain cards with an annual fee, carry identical pricing parameters.

The bank is a fully integrated provider of credit card services. All material activities pertaining to credit card operations are performed in-house or by its sister company, Comenity Servicing. Certain related services are outsourced to other third-party service providers. See “ – Servicing Procedures” and “Certain Matters Regarding the Servicer and the Administrator of the Issuing Entity – Outsourcing of Servicing.”

Program Agreements

The bank enters into a program agreement with each new brand partner with whom it establishes a relationship. The program agreements set forth the terms and conditions of the program including the contractual maturity of the program, renewal conditions, rewards product structure and economic arrangement between the two parties amongst other items. These program agreements may be different for each brand partner and may be amended from time to time. During the term of a program agreement, the bank originates and owns credit card accounts and all Receivables generated thereunder, unless otherwise sold post-origination.

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Each program agreement has a different contractual maturity, generally ranging from approximately [five] to [ten] years from the time these programs were established. Some of these agreements have self-executing renewal terms while others can be renewed subject to certain terms and conditions agreed upon by both the bank and the respective brand partner. The agreements generally permit termination in various circumstances, including an unremedied breach of the agreement by either party or in the event the brand partner becomes insolvent, files bankruptcy, undergoes a change in ownership or has a material adverse change in financial condition, or upon mutual agreement of both parties. There is no guarantee that any of these agreements will be renewed upon maturity. See “Risk Factors – Business Risks Relating to The Bank’s Credit Card Business – Termination of certain credit card programs could lead to a reduction of receivables in the issuing entity” and “ – The issuing entity’s receivables may be concentrated in a limited number of brand partner programs.”

The program agreements typically provide that the bank may charge back a Receivable if an accountholder raises a valid dispute concerning the merchandise which is not resolved or the validity of the charge or if there is a violation of certain terms of the program agreement. The program agreements may also provide for charge back of Receivables if there is fraud and the brand partner failed to follow the program agreement or operating procedures. In most other cases there is no recourse to the brand partner because of the failure of the accountholder to make payment on the credit card account.

Additionally, some of these agreements may allow the brand partner upon termination of the agreement or its designated third party to purchase the credit card receivables generated under the related brand partner program, including the Receivables that are the property of the issuing entity. If this were to happen for a significant portion of the Receivables that were property of the issuing entity and the bank fails to sell Receivables arising under previously non-designated credit card accounts to replace those purchased by the brand partner, then an early amortization period could begin after the applicable grace period. See “Risk Factors – Business Risks Relating to The Bank’s Credit Card Business – Termination of certain credit card programs could lead to a reduction of receivables in the issuing entity,” “ – The issuing entity’s receivables may be concentrated in a limited number of brand partner programs” and “The Notes – Redemption and Early Amortization of the Notes.”

Marketing Program and Account Origination

The bank has developed programs to promote credit with each of its brand partners and proprietary credit products. The bank originates or acquires credit card accounts through several different initiation points, including (1) customer-initiated, (2) bank-initiated and (3) acquisition of credit card portfolios from other financial institutions or brand partners.

Customer-initiated methods include “prequalification,” “driver’s license credit,” “frictionless credit,” and “instant credit.” These methods can occur through various channels such as mobile, web, interactive voice response (IVR), call center and in-store. Customer-initiated acquisition occurs when the customer seeks out and completes a credit application.

With “prequalification,” customers can determine their creditworthiness, without impacting credit score, by providing their full name, address, income and last four digits of their Social Security number, which is provided to the bank. That information is processed through the prequalification underwriting process to determine eligibility for prequalification. If a customer is prequalified, the customer then has the choice and ability to apply for a credit card.

With “driver’s license credit,” a customer can scan a government issued driver’s license, state ID or military ID at an in-store point-of-sale (POS) to quickly generate most of the information necessary to complete a credit application. Once the information is received, internal systems perform a series of validation, fraud and other checks to determine eligibility, and once the customer is deemed eligible, credit limits are determined and the offer is delivered to the customer in real time.

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With “frictionless credit,” multiple data sources are used to pre-fill fields, providing a convenient and fast way for customers to apply for a credit card. Once the information is received, internal systems perform a series of validation, fraud and other checks to determine eligibility, and once a customer is deemed eligible, credit limits are determined and the offer is delivered to the customer in real time.

With “instant credit,” customers provide several pieces of demographic information to apply for a credit card, with a decision returned within seconds. Once the information is received, internal systems perform a series of validation, fraud and other checks to determine eligibility, and once a customer is deemed eligible, credit limits are determined and the offer is delivered to the customer in real time.

Bank-initiated methods can occur through various channels such as mobile, web, call center and in-store. Bank-initiated acquisition occurs when the bank utilizes customer information obtained from the brand partner or other third party to pre-approve a customer and present them with an offer. One such bank-initiated method of acquisition is “real-time prescreen,” in which, once a retail customer has given a name and address during the checkout process, the bank determines if the customer is eligible for a credit card. If a customer is determined to be eligible, an offer is instantly delivered.

A number of the bank’s current brand partners use or have also used pre-approved bank-initiated account solicitations generated through “batch prescreening.” With “batch prescreening,” the bank uses existing customer databases and credit bureau data to identify customers who qualify for credit, and then delivers pre-approved credit opportunities through existing customer touchpoints. Of the total number of accounts issued by the bank in the Approved Portfolios in 20[●] and 20[●], approximately [●]% were pre-approved using “batch prescreening.”

A digital shopping pass allows credit customers, who have applied and been approved for a credit card, to use the account immediately. The credit card and terms of the account are mailed to the new accountholder. In some instances, program agreements provide for the ability to issue new cards on-site at the brand partner’s location.

The bank may offer certain promotions for new or existing accounts. The types of promotional financing the bank offers include without limitation:

• Deferred Interest – Interest accrues from the date of purchase but is not payable in full until the end of a promotional period. If not paid in full by the end of the promotional period, all accrued interest will be charged to the account along with any unpaid principal and will be included in the account’s revolving balance.

• Low APR – A promotional interest rate is assessed from the purchase date for a promotional period. If not paid in full by the end of the promotional period, any unpaid principal will be included in the revolving balance and interest will begin accruing at the current purchase rate.

• Waived Interest – No interest is charged or accrued from the purchase date for a promotional period. If not paid in full by the end of the promotional period, any unpaid principal will be included in the revolving balance and interest will begin accruing at the current purchase rate.

Repayment for promotional financing can consist of the following options:

• Payment Required – The regular purchase rate equals the promotional rate.

• Low Payment – 1% of the sum of plan balances at end of billing period.

• Equal Pay – Purchase amount including calculated interest charges from the purchase date through the end of the promotional period divided by the number of months in the promotional period.

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For certain credit card programs, the promotional periods for the promotional financing described above could extend to up to [96] months from the date of purchase. The bank may offer additional promotions for new and existing accounts in the future. See “Risk Factors – Business Risks Relating to the Bank’s Credit Card Business – The bank may change the terms and conditions of the accounts in a way that reduces collections.”

In addition, accounts may receive discount inserts and sale announcements in monthly statements, email offers and direct mail offers. The bank can support marketing efforts through marketing messaging supporting products or events, loyal shopper programs (rewards/loyalty programs), etc. The bank also regularly uses reactivation campaigns.

Prior to the bank’s acquisition of a credit card portfolio from other financial institutions or brand partner, due diligence is conducted in order to assess the historical performance of the portfolio. The bank receives data on the receivables of the credit card portfolio in order to conduct a risk assessment that entails a review of certain characteristics, including but not limited to, performance over time of the assets as it relates to purchases, fees, and delinquency and loss information. In addition, the bank compares the potential new portfolio against a selection of its existing credit card portfolios in order to assess relative risks. Finally, the bank reviews the overall credit management policies and practices of the prior credit processor. The bank follows an approval process under which these various aspects of the existing credit portfolio are considered in the overall risk assessment. Once the credit card portfolio is moved to the bank’s systems, the bank’s account management policies and practices will be followed, as described under “ – Underwriting Process” below.

Regardless of the origination methodology, the credit underwriting department scores an applicant, based on their credit bureau report, including date of birth, using a proprietary credit score card. The applicant’s credit bureau report is electronically transmitted to the bank and the information is automatically fed into the risk scoring models to arrive at a risk score. The automated system then provides an “approve” or “decline” credit decision, as well as the account and credit limit, if applicable. When a new account is opened, the bank groups the credit card account into one of nineteen billing cycles based upon geography. Each billing cycle has a separate monthly billing date.

Underwriting Process

In order to efficiently and accurately process the millions of annual applications the bank receives, it uses a high degree of automation in scoring technology and verification procedures. In the initial credit evaluation process, the bank uses a proprietary scorecard that has been refined to reflect performance of the various card programs. Credit scoring is based on several factors that inform internally derived models which are scored by leveraging application data, traditional credit bureau data, and third-party data. The bank continuously validates, monitors and maintains these scorecards and uses the resulting data to ensure optimal risk performance. Cut-off scores are reviewed on a regular basis to ensure the accounts approved are performing as expected and profitability is being maintained at predetermined levels.

Each accountholder has a credit card agreement with the bank governing the terms and conditions of their account. Under each credit card agreement, the bank reserves the right to add or to change any terms and conditions through change-in-terms requirements in accordance with the applicable federal and Utah state laws and regulations. Potential changes to the terms and conditions include, but are not limited to, increase or decrease of periodic finance charges, different kind of fees and other payment terms. Where applicable and in accordance with the relevant laws and regulations, accountholders may be permitted to reject increases to rates, fees and other charges.

To monitor and control the quality of the credit card portfolio, the bank uses custom scoring models and credit bureau scores to score each active account on its monthly billing date. The custom scoring models dynamically evaluate credit limit assignments to determine whether credit limits should be increased, decreased or maintained based on the creditworthiness of the individual accountholder. The bank’s custom scoring models include refreshed credit bureau data, as well as historical account performance.

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The bank also regularly reviews its credit card agreement forms to determine their compliance with applicable laws and regulations and the suitability of their terms and conditions. If they need to be updated or amended, this will be done on a timetable consistent with the issues identified.

Securitization Experience

The bank has acted as servicer on all of the securitizations that it has sponsored, so its experience as a servicer in credit card securitizations is coextensive with its experience as a sponsor, which is described in “Transaction Parties – The Sponsor.” In addition to its experience as a servicer in securitizations, the bank has been servicing credit card receivables originated by the bank and predecessor entities since 2003. The bank has serviced credit card receivables, including in the securitization context, through all phases of economic and consumer credit cycles and through a number of national and regional crises.

Bread Financial Products and Services

Bread Financial is a tech-forward financial services company that provides simple, personalized payment, lending and saving solutions to millions of U.S. consumers. Bread Financial’s payment solutions deliver growth for some of the most recognized brands in travel and entertainment, specialty apparel, health and beauty, jewelry, sporting goods, technology and electronics, as well as home and furniture through its co-brand and private label credit cards and pay-over-time products providing choice and value to its shared customers. Additionally, Bread Financial offers general purpose credit cards and saving products that empower its customers and their passions for a better life.

Through its comprehensive suite of payment, lending and saving solutions, along with related marketing and data and analytics, Bread Financial is afforded a significant competitive advantage with products relevant across all customer segments. The breadth and quality of Bread Financial’s product and service offerings, coupled with its customer-centric approach, have enabled Bread Financial to establish and maintain long-standing brand partner relationships. Bread Financial continues to diversify and optimize its loan portfolio, prioritizing investment in strong and profitable partners, industries and affinity brands, while continuing to develop Bread Pay products, which are its installment loans and “split-pay” offerings, and exploring various strategic business opportunities adjacent to its core co-brand and private label credit card business in an evolving payments, macroeconomic and regulatory environment.

Servicing Procedures

As servicer, the bank is responsible for servicing and administering the receivables in the issuing entity’s Portfolio in accordance with the servicer’s policies and procedures for servicing comparable credit card receivables. The servicer is required to maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables.

The bank’s credit card operations are organized to support the specific brand partners being serviced around core functional components. The organization is managed to provide for the consistent application of credit policies and service standards for each portfolio serviced. Accounts are serviced by Comenity Servicing. Call center operations process new account applications, respond to customer inquiries and collect on delinquent or past due accounts. The service provided by the call center teams can be customized to support the particular requirements of each brand partner. The teams utilize a combination of internal associates and specialized BPO (Business Processing Outsourcers) to deliver high-quality voice interactions. The credit processing functions consisting of statement rendering and mailing is conducted using a third-party service provider with strong oversight and controls by the servicing teams of the bank and Comenity Servicing (collectively, “Bread Servicing”). Similarly, payment processing is outsourced to an industry expert with financial and quality oversight by the Bread Servicing teams. Credit card production is outsourced to a trusted third-party service provider and is performed in a secured environment.

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Comenity Servicing, through an industry leading third-party and on the bank’s behalf, mails monthly billing statements to accountholders. Statement mailing is highly automated, using pre-sorting and bar coding. The billing statements present the total amount due showing the split between a new balance, previous balance, new charges, payments/credits, finance and other charges and the minimum payment due. Subject to applicable law, late and returned check fees are also added to an accountholder’s outstanding balance. See “Sources of Funds to Pay the Notes – Deposits in Collection Account” and “Risk Factors – Business Risks Relating to the Bank’s Credit Card Business – The bank’s credit card operations could be adversely impacted if third-party service providers fail to fulfill their obligations.”

Collection Efforts

Efforts to collect delinquent receivables are made by Comenity Servicing’s collection department on the bank’s behalf and, if necessary, by collection agencies and outside attorneys. New collectors undergo training which at a high level includes courses in professional debt collection, the Fair Debt Collection Practices Act, and negotiating skills. Training courses are also available on a “refresher” basis for experienced collectors.

The bank classifies a credit card account as delinquent when the minimum payment due on the account is not received by the payment due date specified in the accountholder’s monthly statement. It is the bank’s policy to continue to accrue interest and fee income on all credit card accounts, except in limited circumstances until the account and all related receivables, interest and other fees are charged-off or paid. When a credit card account becomes delinquent, the bank prints a message requesting payment on the accountholder’s monthly statement. After a credit card account becomes 30 days past due, a proprietary collection scoring algorithm automatically scores the risk of the account rolling to a more delinquent status. The collection strategy for the past due credit card account is determined based on the collection score and account balance, which dictates the contact schedule, channel and collections priority for the account. The key measures used are (1) age of account, (2) number of previous delinquencies, (3) account balance, and (4) previous payment history. If the bank is unable to make a collection after exhausting all in-house efforts, it engages collection agencies and outside attorneys to continue those efforts.

Specific collection actions include automated letters and emails, telephone calls, text messaging, no action and sending the credit card account to the bank’s payment solutions collections group. The payment solutions collections staff handles the intermediate to serious collection efforts. The payment solutions collections group can take past due credit card accounts as early as 30 days past due.

The bank charges off credit card accounts at the end of the month in which the account becomes 180 days contractually past due or 60 days following the notification that an accountholder is bankrupt or deceased, whichever comes first. Credit card accounts may be re-aged during delinquency by making three successive minimum monthly payments or by making one lump sum payment equal to three minimum monthly payments. In accordance with regulatory guidelines, a credit card account can only be re-aged once in a 12-month period and twice in a 5-year period. See “Deposit and Application of Funds – Reductions in the Series Allocation Amount Due to Charge-offs and Reallocated Principal Collections.”

Sources of Funds to Pay the Notes

General

As of the date of this prospectus, the issuing entity’s primary assets consist of credit card Receivables which were or will be in credit card accounts owned or originated by the bank. The issuing entity has acquired and will acquire the Receivables from the transferor pursuant to the transfer agreement. The transferor has and will have acquired Receivables from the bank pursuant to a receivables purchase agreement between the bank and the transferor. See “Description of the Receivables Purchase Agreement.”

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The issuing entity’s assets also include issuing entity accounts.

Payment of principal of and interest on the Series 20[●]-[●] notes is secured by the issuing entity’s assets.

The composition of the issuing entity’s assets will change over time due to: changes in the composition and amount of the Receivables in the issuing entity as new Receivables are created, existing Receivables are paid off or charged off, Additional Accounts and Automatic Additional Accounts are designated to have their Receivables included in the issuing entity, removed accounts are designated to have their Receivables removed from the issuing entity and additional program portfolios are designated as an Approved Portfolio.

If accounts are designated to have their Receivables included in the issuing entity, all newly generated Receivables in those accounts will be transferred to the issuing entity. In addition, Additional Accounts may be designated to have their Receivables included in the issuing entity. For Approved Portfolios, Automatic Additional Accounts established on or after the related designation date may be included in the issuing entity’s Portfolio automatically as they are established, and receivables in those accounts will be transferred to the issuing entity as they arise, subject to the conditions described under “ – Addition of Assets.”

As indicated above, the composition of the issuing entity’s assets is expected to change over time. Additional Receivables may be transferred to the issuing entity without the payment of cash if the conditions to that transfer have been satisfied. New assets included in the issuing entity may have characteristics, terms and conditions that are different from those of the Receivables initially included in the issuing entity and may be of different credit quality due to differences in underwriting criteria and payment terms. The pertinent characteristics of the Receivables in the issuing entity are described in “Annex I: The Selected Portfolio and the Trust Portfolio – Review of Pool Assets.”

See “Risk Factors – Transaction Structure Risks – The composition of the issuing entity’s assets may change, which may decrease the credit quality of the assets securing your notes. If this occurs, your receipt of payments of principal and interest may be reduced, delayed or accelerated.”

Deposits in Collection Account

The servicer will not commingle amounts received with respect to the financial assets with its own assets except for the time, not to exceed two Business Days, necessary to clear any payments received, and will deposit all such Collections into the Collection Account; provided, with respect to any Date of Processing on which the Partial Commingling Condition is satisfied, (i) deposits of Collections into the Collection Account on the second Business Day following such Date of Processing will not be required to exceed the Required Funding Amount, (ii) the servicer need not deposit into the Collection Account any amount allocated or to be allocated to the holder of the Transferor Interest and shall pay such amounts to the holder of the Transferor Interest on each Business Day (or such other periodic basis not less frequently than monthly), and (iii) the servicer may retain the Servicing Fee and will not be required to deposit such Servicing Fee into the Collection Account[; provided, further, that during the revolving period and certain portions of the Controlled Accumulation Period, deposits of Finance Charge Collections are subject to the Target Amount].

Any Principal Collections not distributed to the holder of the Transferor Interest on any day because the Transferor Amount does not exceed the Required Transferor Amount on such day or because the Pool Balance does not exceed the Required Pool Balance on such day (in each case, after giving effect to any Receivables transferred to the issuing entity on such day) will be deposited into the Excess Funding Account on the second Business Day following such determination.

In the event of the insolvency or bankruptcy of the servicer, or if certain time periods were to pass, the issuing entity and the indenture trustee may lose any perfected security interest in any Finance Charge Collections or Principal Collections commingled with the funds of the servicer. See “Risk Factors – Insolvency

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and Security Interest Related Risks – The indenture trustee may not have a perfected security interest in collections commingled by the servicer with its own funds, which could cause delayed or reduced payments to you.”

Transferor Amount

For any Date of Processing, the Transferor Amount equals the Pool Balance as of the close of business on such Date of Processing minus the aggregate Allocation Amount of all outstanding series as of the close of business on such Date of Processing. Increases or decreases in the Pool Balance without a corresponding increase or decrease in the Allocation Amount of any series will result in an increase or decrease in the Transferor Amount. The Transferor Amount generally increases if there are reductions in the Allocation Amount of a series, for example, due to payments of principal, deposits into the Principal Funding Account, or charge-offs that reduce the Allocation Amount of a series. The Transferor Amount generally decreases as a result of the issuance of a new series, assuming that there is not a corresponding increase in the issuing entity’s assets. In addition, if the servicer adjusts downward the amount of any Receivable because of a rebate, refund, unauthorized charge or billing error to an obligor, or such Receivable was created in respect of merchandise that was refused or returned by an obligor, or if the servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible, the Transferor Amount will be reduced by the amount of the adjustment.

The Transferor Amount is required to be maintained at a certain minimum level, referred to as the Required Transferor Amount. For any Date of Processing, the Required Transferor Amount is a designated percentage, referred to as the Required Transferor Amount Percentage, of the amount of Principal Receivables included in the issuing entity as of the close of business on such Date of Processing. The Required Transferor Amount Percentage currently is [6.0]%.

The transferor may designate a different Required Transferor Amount Percentage. Before reducing that percentage below [6.0]%, however, the transferor must:

• satisfy the Rating Agency Condition; and

• provide the indenture trustee with an Issuer Tax Opinion.

If, for any Monthly Period, the Transferor Amount for such Monthly Period is less than the Required Transferor Amount for such Monthly Period, the transferor is required to transfer additional Receivables to the issuing entity. See “ – Addition of Assets.”

If, when required to do so, the transferor fails to transfer additional Receivables to the issuing entity, an early amortization event will occur with respect to the notes after the applicable grace period. See “The Indenture – Early Amortization Events.”

The interest in the Transferor Amount, referred to as the Transferor Interest, will initially be held by the transferor. The Transferor Amount may be evidenced either in certificated form or in uncertificated form. Any reference in this prospectus to the Transferor Interest means the interest of the transferor in the Transferor Amount as evidenced in either certificated or uncertificated form. Currently, the Transferor Interest is in uncertificated form. The transferor’s interest in the Transferor Amount may be transferred by a holder thereof in whole or in part subject to certain limitations and conditions described in the trust agreement, the transfer agreement, the indenture and the related indenture supplement. We comply with Regulation RR by having the transferor maintain a seller’s interest calculated in accordance with Regulation RR and in connection therewith the transferor may not sell or otherwise transfer any interest or assets that it is required to hold pursuant to Regulation RR unless such sale or transfer is to a wholly-owned affiliate. The Transferor Amount does not provide credit enhancement to the notes.

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FDIC Rule Risk Retention

As part of being entitled to the treatment set forth in 12 C.F.R. § 360.6(d)(4), and in order to comply with 12 C.F.R. § 360.6(b)(5)(i) related thereto, the bank satisfies the risk retention requirements of 12 C.F.R. § 360.6(b)(5)(i) by having the transferor maintain a seller’s interest calculated in accordance with Regulation RR. See “Credit Risk Retention.”

Credit Risk Retention

In the Series 20[●]-[●] indenture supplement, the transferor (a wholly-owned affiliate of the sponsor) will covenant to maintain a seller’s interest in the issuing entity (in the form of the Transferor Interest described above) that equals not less than 5% of the aggregate unpaid principal balance of all series of notes (other than any notes that are at all times held by the bank or one or more wholly-owned affiliates of the bank) calculated in accordance with Regulation RR as of the record date related to each Distribution Date (the “Seller’s Interest Amount Measurement Date”). The seller’s interest equals the excess of the amount of Principal Receivables in the issuing entity over the aggregate unpaid principal balance of all outstanding series of notes. For purposes of this section, a wholly-owned affiliate of the bank includes any person, other than the issuing entity, that directly or indirectly, wholly controls (i.e., owns 100% of the equity in such person), is wholly controlled by, or is wholly under common control with, the bank. As of the closing date, the seller’s interest is expected to equal $[●], which is approximately [●]% of the aggregate unpaid principal balance of all series of notes (other than any notes that are at all times held by the bank or one or more wholly-owned affiliates of the bank). For purposes of determining the seller’s interest on the closing date, we have used the aggregate principal balance of the receivables held by the issuing entity as of [●][●], 20[●] and the stated principal amount of the series of notes expected to be outstanding as of the closing date, including the Series 20[●]-[●] notes.

We will calculate the seller’s interest as a percentage of the aggregate unpaid principal balance of all series of notes (other than any notes that are at all times held by the bank or one or more wholly-owned affiliates of the bank) each month as of the Seller’s Interest Amount Measurement Date. The transferor covenants to maintain, as of each Seller’s Interest Amount Measurement Date, a seller’s interest in the issuing entity (in the form of the Transferor Interest) calculated in accordance with Regulation RR that will equal not less than five percent of the aggregate unpaid principal balance of all series of notes (other than any notes that are at all times held by the bank or one or more wholly-owned affiliates of the bank).

We will disclose the amount of the seller’s interest and whether the seller’s interest retained by the transferor meets the minimum requirements of Regulation RR (measured in accordance with Regulation RR) as of each Seller’s Interest Amount Measurement Date as part of the monthly noteholders’ statement filed as an exhibit to the issuer’s Form 10-D.

[In addition to holding the seller’s interest as described above, as of the date hereof, the transferor owns [all][certain of] the outstanding Class B notes issued by the issuing entity.]

In no event will the indenture trustee have any responsibility to monitor compliance with Regulation RR or any other rules or regulations regarding risk retention. The indenture trustee will not be charged with knowledge of such rules, nor will it be liable to any noteholder or any other party for a violation of such rules and regulations now or hereinafter in effect.

Required Pool Balance

For any Date of Processing, the Pool Balance equals the sum of (i) the aggregate amount of Principal Receivables included in the issuing entity at the close of business on such Date of Processing and (ii) the amount on deposit in the Excess Funding Account at the close of business on such Date of Processing.

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The issuing entity has a minimum Pool Balance requirement, referred to as the “Required Pool Balance.” For any Date of Processing, the Required Pool Balance is an amount equal to the sum of (i) for all series in their revolving period, the sum of the Allocation Amounts of those series as of the close of business on such Date of Processing and (ii) for all other series, the sum of the Allocation Amounts of those series on the last day of the most recent revolving period for each of those series, excluding any series which will be paid in full on the Distribution Date immediately following such Date of Processing and any series that will have an Allocation Amount of zero on the Distribution Date for those notes immediately following such Date of Processing (after giving effect to payments made on such Distribution Date).

If, for any Monthly Period, the Pool Balance is less than the Required Pool Balance for such Monthly Period, the transferor is required to transfer additional Receivables to the issuing entity as described in “ – Addition of Assets.”

If, when required to do so, the transferor fails to transfer additional Receivables to the issuing entity, an early amortization event will occur with respect to the notes after the applicable grace period. See “The Indenture – Early Amortization Events.”

Allocations of Amounts to the Excess Funding Account and Allocations of Amounts on Deposit in the Excess Funding Account

If, on any date when Principal Collections are to be paid to the holder of the Transferor Interest, (i) the Transferor Amount is, or as a result of a payment to be made on the related Transfer Date would become, less than the Required Transferor Amount, (ii) the Pool Balance is, or as a result of a payment to be made on the related Transfer Date would become, less than the Required Pool Balance, or (iii) the seller’s interest is, or as a result of a payment to be made on the related Transfer Date would become, less than the required seller’s interest amount, the servicer will deposit into the Excess Funding Account on the second Business Day following such determination the Principal Collections that otherwise would have been paid to the holder of the Transferor Interest. This deposit will be in an amount equal to the greatest of the amount by which the Transferor Amount would be less than the Required Transferor Amount, the amount by which the Pool Balance would be less than the Required Pool Balance, and the amount by which the seller’s interest would be less than the required seller’s interest amount, each determined with respect to that day.

If no series of notes is in an accumulation period or an amortization period, amounts on deposit in the Excess Funding Account may be released to the holder of the Transferor Interest to the extent that, after such release, the Transferor Amount is equal to or greater than the Required Transferor Amount, the Pool Balance is equal to or greater than the Required Pool Balance, and the seller’s interest is equal to or greater than the required seller’s interest amount.

If an accumulation period or amortization period has commenced and is continuing with respect to any series of notes, any funds on deposit in the Excess Funding Account will be released, deposited into the Collection Account and treated as Principal Collections to the extent needed to make principal payments due to or for the benefit of the noteholders of such series. Any remaining amounts on deposit in the Excess Funding Account in excess of the amount required to be treated as Principal Collections for any date of determination may be released to the holder of the Transferor Interest, but only to the extent that such release would not cause the Transferor Amount to be less than the Required Transferor Amount, the Pool Balance to be less than the Required Pool Balance, or the seller’s interest to be less than the required seller’s interest amount.

If specified in the applicable indenture supplement, funds on deposit in the Excess Funding Account may be invested by the indenture trustee, at the direction of the issuing entity, in Eligible Investments. Any interest and other investment earnings (net of losses and investment expenses) earned on amounts on deposit in the Excess Funding Account during any Monthly Period will be withdrawn on the related Transfer Date and treated as Finance Charge Collections for such Monthly Period.

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Addition of Assets

From time to time, the transferor may designate additional program portfolios of accounts as Approved Portfolios, subject to the conditions set forth in the transfer agreement. Unless waived for a particular series or class in an applicable indenture supplement, the Rating Agency Condition must be satisfied with respect to any such designation. An Approved Portfolio designation may include defining characteristics or other screening criteria that apply to accounts eligible for inclusion from that program portfolio. The transferor may change any of the defining characteristics or other screening criteria specified for any Approved Portfolio upon three (3) Business Days’ prior written notice to the issuing entity, the indenture trustee and the servicer, so long as such change is not believed by the transferor to be materially adverse to the interests of the noteholders.

Automatic Additional Accounts

Once a portfolio is designated as an Approved Portfolio, new Eligible Accounts established in that portfolio on or after the related designation date may be included in the issuing entity’s Portfolio automatically as they are established, and receivables in those accounts will be transferred to the issuing entity as they arise, subject to the eligibility criteria and any additional criteria specified in the designation. The transferor may suspend automatic additions from an Approved Portfolio on a prospective basis upon three (3) Business Days’ prior written notice to the issuing entity, the indenture trustee, the servicer and each hired nationally recognized statistical rating organization, and may later restart them, in each case as provided in the transfer agreement. Any suspension or termination applies only prospectively and does not affect receivables in accounts already included in the issuing entity’s Portfolio.

Additional Accounts

In addition, the transferor may from time to time designate individual accounts in any Approved Portfolio(s) as Additional Accounts to be included in the issuing entity’s Portfolio. As of the date an Additional Account is selected to be included in the issuing entity’s Portfolio, such Additional Account must be an Eligible Account.

In addition to the permitted additions described above, the transferor will be required to transfer to the issuing entity Receivables arising in Additional Accounts if, for any Monthly Period, (i) the Transferor Amount is less than the Required Transferor Amount for such Monthly Period, (ii) the Pool Balance is less than the Required Pool Balance for such Monthly Period, or (iii) the seller’s interest is less than the required seller’s interest amount for such Monthly Period. In such event, the transferor will, on or before the tenth Business Day following the end of the Monthly Period when such deficiency occurred (unless the applicable measurement would otherwise be equal to or greater than the Required Transferor Amount, the Required Pool Balance or the required seller’s interest amount, in each case as of the end of the Monthly Period when such deficiency occurred and such addition date), make an addition to the issuing entity in a sufficient amount so that, after giving effect to such addition or increase, the Transferor Amount is at least equal to the Required Transferor Amount, the Pool Balance is at least equal to the Required Pool Balance, and the seller’s interest is at least equal to the required seller’s interest amount. In lieu of, or in addition to, designating Additional Accounts, the transferor may, if permitted by the applicable indenture supplement, make a deposit to the Excess Funding Account in an amount sufficient to cure the applicable deficiency.

If, when required to do so, the transferor fails to transfer additional Receivables to the issuing entity or make a deposit to the Excess Funding Account within the time period described above, an early amortization event will occur with respect to the notes after the applicable grace period. See “The Indenture – Early Amortization Events.”

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When the transferor transfers Receivables in Additional Accounts to the issuing entity, it must satisfy several conditions, including, as applicable:

• on or before the third Business Day prior to the date of designation of Additional Accounts, the transferor will deliver notice of such addition to the owner trustee, the indenture trustee, the servicer and each hired nationally recognized statistical rating organization;

• delivery to and acceptance by the owner trustee, the indenture trustee and the servicer of a written assignment of Receivables in the Additional Accounts;

• delivery on the required delivery date to the owner trustee, the indenture trustee and the servicer of a supplement to the account schedule with respect to such Additional Accounts; and

• delivery to the owner trustee and the indenture trustee of a certificate of an authorized officer to the effect that:

(i) as of the date an Additional Account is selected for designation to the issuing entity Portfolio, such Additional Account is an Eligible Account;

(ii) as soon as practicable on or after the date of designation of Additional Accounts, the transferor will deliver copies of the financing statements, if necessary, to perfect the security interest of the issuing entity and the indenture trustee in the related Receivables;

(iii) as of the addition date, the transferor is not insolvent and the transfer of the Receivables is not made in contemplation of insolvency; and

(iv) in the transferor’s reasonable belief, transferring the Receivables in the Additional Accounts will not have an adverse effect on the noteholders of any series or class of notes; and

• in the case of required additions, the Rating Agency Condition is satisfied to the extent required by the applicable indenture supplement.

Receivables arising in Additional Accounts may not be of the same credit quality as the Receivables arising in accounts already included in the issuing entity’s Portfolio. Additional Accounts may have been originated by the bank using credit criteria different from those which were applied by the bank to the accounts already included in the issuing entity’s Portfolio. Consequently, the performance of such Additional Accounts may be better or worse than the performance of the accounts already included in the issuing entity’s Portfolio. See “Risk Factors – Transaction Structure Risks – The composition of the issuing entity’s assets may change, which may decrease the credit quality of the assets securing your notes. If this occurs, your receipt of payments of principal and interest may be reduced, delayed or accelerated.”

Removal of Assets

The transferor (without independent verification of its authority) may, but will not be obligated to, designate accounts and the Receivables arising under those accounts for removal from the issuing entity. The removal could occur for a number of reasons, including a determination by the transferor that the issuing entity contains more Receivables than the transferor is obligated to retain in the issuing entity under the transfer agreement or a determination that the transferor does not desire to obtain additional financing through the issuing entity at such time. As long as the removal of accounts from the issuing entity satisfies the conditions listed below, the removed accounts may, individually or in the aggregate, be of a higher credit quality than the accounts that remain in the issuing entity. In connection with such a removal, the indenture trustee will be required to transfer all Receivables in those removed accounts back to the transferor, whether the Receivables already exist or arise after the designation. Any suspension or termination of automatic additions applies only on a prospective basis to accounts created on or after the effective date of such suspension or termination and does not by itself affect receivables in accounts already included in the issuing entity’s Portfolio.

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The transferor’s rights to removal are subject to the satisfaction of several conditions listed in the transfer agreement, including:

• on or before the tenth Business Day prior to the date of removal, notice is delivered to each hired nationally recognized statistical rating organization, the owner trustee, the indenture trustee and the servicer;

• delivery to the owner trustee and the indenture trustee for execution of a written reassignment of Receivables in the removed accounts;

• on or prior to the seventh Business Day following the date of removal, delivery to the indenture trustee of a supplement to the account schedule identifying the removed accounts, and the transferor represents and warrants that, as of the removal date, such list is true and complete in all material respects;

• satisfaction of the Rating Agency Condition with respect to such removal; and

• delivery by the transferor to the owner trustee and the indenture trustee of a certificate of an authorized officer to the effect that, in the reasonable belief of the transferor,

(i) no selection procedure believed to be materially adverse to, or materially beneficial to, the interests of any noteholders was used in selecting the removed accounts from among any pool of accounts of a similar type; and

(ii) such removal will not have an adverse effect on any outstanding series or class of notes.

In any Monthly Period, there may be more than one removal of assets. In addition, the accounts designated to be removed from the issuing entity’s Portfolio need not be selected randomly by the transferor.

The transferor may designate removed accounts without being subject to the final two bullet points set forth above if the removed accounts are accounts originated or acquired under a specified agreement, co-brand credit card agreement, merchant agreement, private label credit card agreement or other program which is co-owned, operated or promoted by the bank for the benefit of a brand partner; provided, that such agreement has terminated in accordance with its terms, or the accounts are being removed due to other circumstances caused by requirements of the brand partner program in which the right to such removed accounts is determined by the brand partner or its designee. If such designation of removed accounts would reduce the Transferor Amount below the Required Transferor Amount or the Pool Balance below the Required Pool Balance, on the second Business Day following such reduction, the transferor will deposit in the Excess Funding Account an amount sufficient to restore those amounts; and if such designation would cause an early amortization event to occur under any applicable indenture supplement, the transferor will deposit in the Collection Account an amount equal to the sum of the amounts received for the principal receivables in such accounts, plus related finance charge receivables, to be applied as set forth in the applicable indenture supplement.

The transferor may, without being subject to the bullet points set forth above, from time to time designate any Inactive Account as a removed account; provided, that the transferor supplement the account schedule on or before the seventh Business Day following the removal date for any Inactive Account.

In addition to the foregoing, on the date when any Receivable in an account becomes a Defaulted Receivable (including any related Finance Charge Receivables), the indenture trustee and the issuing entity will automatically and without further action or consideration transfer, set over and otherwise convey to the transferor, without recourse, representation or warranty, all right, title and interest of the indenture trustee and the issuing entity in, to and under the Defaulted Receivables (including any related Finance Charge Receivables) in such account, all monies due or to become due, all amounts received or receivable with respect thereto and all proceeds thereof; provided, that Recoveries of such Defaulted Receivables will be treated as Finance Charge Collections.

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Discount Option

The transferor will have the option to designate at any time and from time to time a Discount Option Percentage, of all Principal Receivables existing in all or any specified portion of the accounts to be treated as Finance Charge Receivables on or after the discount option date. On or after such discount option date, the transferor will also have the option of increasing, reducing or withdrawing the Discount Option Percentage, at any time and from time to time, without notice to or the consent of any noteholder. The transferor will provide to the servicer, the owner trustee, the indenture trustee, and any hired nationally recognized statistical rating organization written notice no later than 30 days prior to the applicable discount option date notifying such party of any such designation or increase, reduction or withdrawal. Such designation, increase, reduction or withdrawal will become effective on the discount option date specified in such notice upon satisfaction of the following conditions:

(i) the transferor will have delivered to the owner trustee and the indenture trustee an officer’s certificate of the transferor certifying that, in the reasonable belief of the transferor based on facts known to the transferor at such time, such designation, increase, reduction or withdrawal will not, at the time of its occurrence, cause an early amortization event or event of default with respect to any series or class of notes to occur or an event which, with notice or the lapse of time or both, would constitute an early amortization event or event of default with respect to any series or class of notes;

(ii) the Rating Agency Condition will have been satisfied with respect to such designation, increase, reduction or withdrawal; and

(iii) the transferor will have caused an Issuer Tax Opinion to be delivered to the owner trustee and the indenture trustee.

Following a change in the Discount Option Percentage, the transferor will apply the new Discount Option Percentage to all or any specified portion of newly generated and existing Principal Receivables. After the discount option date, the discount option receivables collections will be treated as Finance Charge Collections.

Issuing Entity Accounts

The issuing entity has established issuing entity accounts. The issuing entity has established a Collection Account for the purpose of receiving Collections on the Receivables included in the issuing entity and Collections on any other assets in the issuing entity.

In addition, the issuing entity has established an Excess Funding Account for the purpose of holding Principal Collections that would otherwise be paid to the holder of the Transferor Interest at a time when (i) the Transferor Amount is, or as a result of a payment would become, less than the Required Transferor Amount, (ii) the Pool Balance is, or as a result of a payment would become, less than the Required Pool Balance, or (iii) if the seller’s interest is, or as a result of a payment to be made on the related Transfer Date would become, less than the required seller’s interest amount.

The issuing entity has also established additional issuing entity accounts. Issuing entity accounts are Eligible Deposit Accounts and amounts maintained in issuing entity accounts may only be invested by the indenture trustee at the written direction of the issuing entity, without independent verification of its authority, in Eligible Investments. Each issuing entity account currently is maintained at U.S. Bank National Association. If at any time (i) an issuing entity account ceases to be an Eligible Deposit Account, then, upon prior written notice to the indenture trustee, the issuing entity may establish or cause to be established new issuing entity accounts that each qualify as an Eligible Deposit Account and will transfer all funds or other property from the existing issuing entity accounts to such new issuing entity accounts within 30 Business Days (or up to 45 Business Days if the Rating Agency Condition is satisfied), as provided in the indenture, or (ii) the issuing entity determines for any reason that any issuing entity account should be held in a different Eligible Deposit Account, then, upon written notice to the indenture trustee, the issuing entity shall establish or cause to be established such new issuing entity

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account that qualifies as an Eligible Deposit Account and will transfer funds or other property from the existing issuing entity account to such new issuing entity account, as provided in the indenture or the applicable indenture supplement.

Payments in respect of the Receivables will be allocated to each series of notes and to the Transferor Interest and deposited into the Collection Account as described under “Sources of Funds to Pay the Notes – Deposits in Collection Account.” Collections allocated to the Series 20[●]-[●] notes will be applied as specified in this prospectus including, as applicable, to make deposits into the Principal Funding Account, the Accumulation Reserve Account, and any other issuing entity account.

Representations, Warranties and Reassignment of Assets

The transferor will make several representations and warranties to the issuing entity in the transfer agreement.

Regarding the Transferor

The transferor will make certain representations and warranties to the issuing entity in the transfer agreement to the effect that, among other things, as of each issuance date of a series or class of notes:

• the transferor is validly existing, in good standing under the laws of its state of organization and has full power and authority to own its properties, conduct its business and perform its obligations under the documents; and

• the execution and delivery of the transaction documents (including account assignments) by the transferor and the consummation of the transactions provided for in such documents have been duly authorized by the transferor.

Regarding Enforceability and Clear Title

The transferor will also make certain representations and warranties to the issuing entity in the transfer agreement with respect to the Receivables and other assets to the effect that, among other things:

• as of (i) each issuance date of a series or class of notes and (ii) each addition date of Additional Accounts and Automatic Additional Accounts, the transfer agreement, the receivables purchase agreement and the servicing agreement constitutes a legal, valid and binding obligation of the transferor enforceable against the transferor; and

• as of (i) each issuance date of a series or class of notes and (ii) each addition date of Additional Accounts and Automatic Additional Accounts, the applicable documents constitutes a valid transfer to the issuing entity of all right, title and interest of the transferor of the assets or constitutes a grant of a first priority security interest (as defined in the applicable UCC) in these Receivables, which security interest is prior to all other liens.

Reassignment for Breach

In the event of a material breach of any of the representations and warranties described in the above paragraphs that has a material adverse effect on the Receivables or the availability of the proceeds thereof to the issuing entity, the indenture trustee or holders of notes evidencing more than 50% of the Outstanding Principal Amount of all notes, by written notice to the transferor, the administrator and the servicer (and to the owner trustee and the indenture trustee if given by such noteholders), may direct the transferor to accept the reassignment of the Receivables included in the issuing entity within 60 days of such notice, or within such longer period specified in such notice. The transferor will be obligated to accept the reassignment of such Receivables on the Transfer Date following the Monthly Period in which such reassignment obligation arises.

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Such reassignment will not be required to be made, however, if on any day during such applicable period, the relevant representation and warranty will then be true and correct in all material respects.

The price for such reassignment will be the Reassignment Amount. On the Transfer Date following the Monthly Period in which such reassignment obligation arises, the applicable transferor will deposit the portion of the Reassignment Amount attributable to the applicable notes in the Collection Account to be treated as Principal Collections or Finance Charge Collections. The payment of such Reassignment Amount in immediately available funds will be considered a payment in full of the noteholders’ interest and such funds will be distributed upon presentation and surrender of the related notes. If the indenture trustee or holders of notes give a notice as provided above, the obligation of the transferor to make any such deposit will constitute the sole remedy respecting a breach of the representations and warranties available to those noteholders or the indenture trustee on behalf of those noteholders.

Marking of Transferor Records

In connection with each transfer of Receivables to the issuing entity, the computer records relating to such Receivables will be marked to indicate that those Receivables have been conveyed to the issuing entity. In addition, (i) promptly, but no later than the seventh Business Day following the addition date of Additional Accounts and (ii) promptly, but no later than the tenth Business Day following the end of each Monthly Period in which any accounts become Automatic Additional Accounts, the issuing entity and the indenture trustee will be provided with an account schedule containing a true and complete list showing for each account its account number and the aggregate amount of Receivables in such account. The transferor has filed and is required to file UCC financing statements for the transfer of the Receivables to the issuing entity meeting the requirements of applicable state law.

Representations Concerning Eligible Accounts and Eligible Receivables

In the transfer agreement, the transferor makes representations and warranties to the issuing entity to the effect that, among other things:

• as of each applicable date on which an account is selected to be included in the issuing entity’s Portfolio (or, for an Automatic Additional Account, as of applicable addition date), referred to in this prospectus as the selection date, each account was an Eligible Account;

• as of each applicable selection date (or, for an Automatic Additional Account, as of the applicable addition date), each of the Receivables then existing in the accounts was an Eligible Receivable; and

• as of the date of creation of any new Receivable, such Receivable is an Eligible Receivable.

If the transferor materially breaches any representation and warranty described in the preceding paragraph, and such breach has a material adverse effect on any noteholders and remains uncured for 60 days (or such longer period, not in excess of 150 days, as to which the indenture trustee agrees) after the earlier to occur of the discovery of the breach by the transferor and receipt of written notice of the breach by the transferor, then all Receivables with respect to an affected account will be reassigned to the transferor on the terms and conditions set forth below. In such case, the Ineligible Receivable will no longer be included as part of the issuing entity’s assets and the account related to the Ineligible Receivable will no longer be included in the issuing entity’s Portfolio.

An Ineligible Receivable will be reassigned to the transferor by the servicer deducting the portion of such Ineligible Receivable that is a principal receivable from the aggregate amount of Principal Receivables used to calculate the Transferor Amount and the Pool Balance. In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Amount or the Pool Balance would cause the Transferor Amount to be reduced below the Required Transferor Amount or the Pool Balance to be reduced below the Required Pool

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Balance, the transferor will on the second Business Day following such determination make a deposit in the Excess Funding Account in immediately available funds in an amount equal to the greater of the amount by which (x) the Transferor Amount would be reduced below the Required Transferor Amount or (y) the Pool Balance would be reduced below the Required Pool Balance.

The reassignment of any Ineligible Receivable to the transferor, and the obligation of the transferor to make deposits into the Excess Funding Account as described in the preceding paragraph, is the sole remedy respecting any breach of the representations and warranties described in the first paragraph of this section with respect to such Receivable available to the holder of notes or the indenture trustee on behalf of those noteholders.

Additional Representations and Warranties

It is not required or anticipated that the indenture trustee will make any initial or periodic general examination of the Receivables or any records relating to the Receivables for the purpose of establishing the presence or absence of defects, the compliance by the transferor of its representations and warranties or for any other purpose. The bank and its affiliates, however, have performed such a review of the Receivables. See “Annex I: The Selected Portfolio and the Trust Portfolio – Review of Pool Assets.” In addition, it is not anticipated or required that the indenture trustee will make any initial or periodic general examination of the servicer for the purpose of establishing the compliance by the servicer with its representations or warranties or the performance by the servicer of its obligations under the servicing agreement or for any other purpose. The servicer, however, will deliver to the indenture trustee on or before March 31 of each calendar year an opinion of counsel with respect to the validity of the security interest of the indenture trustee in and to the Receivables and certain other assets of the issuing entity.

Description of the Receivables Purchase Agreement

The following summarizes the material terms of the receivables purchase agreement between the bank and BFF. A form of the receivables purchase agreement is filed as an exhibit to the registration statement, of which this prospectus is a part.

Sale of Receivables

The bank is the owner of the accounts which contain the Receivables that are purchased by the transferor pursuant to the receivables purchase agreement and then transferred by the transferor to the issuing entity. In connection with the sale of Receivables to the transferor, the bank has:

• filed appropriate UCC financing statements to evidence the sale to the transferor and to perfect the right, title and interest of the transferor in those Receivables; and

• indicated in its books and records (including any related computer files) that the Receivables have been sold by the bank to the transferor.

Pursuant to the receivables purchase agreement, the bank:

• sold all of its right, title and interest, if any, in the Receivables existing in the initial accounts at the initial closing date and in the Receivables thereafter arising in those accounts, in each case including all Collections, insurance proceeds, Interchange, Merchant Discount Fees, Recoveries, all monies due or to become due, all amounts received, and all proceeds, each as it relates to such Receivables; and

• will, from time to time, at the request of the transferor, designate Additional Accounts and Automatic Additional Accounts and sell to the transferor all of its right, title and interest in the Receivables existing in the Additional Accounts and Automatic Additional Account on the addition date and in the Receivables arising thereafter in those accounts, in each case including all Collections, insurance proceeds, Interchange, Merchant Discount Fees, Recoveries, all monies due or to become due, all amounts received, and all proceeds, each as it relates to such Receivables.

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Pursuant to the transfer agreement, the transferor has assigned all of its right, title and interest in the receivables purchase agreement, including its right to enforce the agreement against the bank, to the issuing entity.

Representations and Warranties

In the receivables purchase agreement, the bank represents and warrants to the transferor that, among other things:

• it is validly existing in good standing under the applicable laws of the jurisdiction of its incorporation and has full power and authority to own its properties and conduct its business;

• its execution and delivery of the receivables purchase agreement and its performance of the transactions contemplated by that agreement will not conflict with or result in any breach of any of the material terms of or constitute a material default under any agreement to which the bank is a party or by which its properties are bound and will not conflict with or violate any requirements of law applicable to it; and

• all governmental authorizations, consents, orders, approvals, registrations or declarations required to be obtained by it in connection with its execution and delivery of, and its performance of the receivables purchase agreement, have been obtained.

Covenants

In the receivables purchase agreement, the bank makes the following covenants, among others:

• except (i) as otherwise required by any requirements of law or (ii) as is deemed by the bank to be necessary in order for it to maintain its credit card business or a program operated by such credit card business on a competitive basis based on a good faith assessment by it of the nature of the competition with respect to such credit card business or such program, the bank will not at any time reduce the annual percentage rate of the periodic rate finance charges assessed on the Receivables or take any other action with respect to any of the accounts or removed accounts if such reduction is not also applied to any comparable segment of credit card accounts owned by the bank which have characteristics the same as or substantially similar to such accounts or removed accounts that are subject to such change, except as otherwise restricted by an endorsement, sponsorship or other agreement between the bank and an unrelated third party or by the terms of the account agreements; and

• subject to compliance with all requirements of law and the first bullet point above, the bank may effect or permit a change to the terms and provisions of the account agreements or the account guidelines in any respect (including the calculation of the amount, or the timing, of charge-offs and other fees to be assessed thereon), however, the bank will not take any action with respect to any account agreement or such account guidelines, which at the time of such action, the bank reasonably believes will have a material adverse effect on the transferor.

Repurchase Obligations

In the receivables purchase agreement, the bank makes the following representations and warranties relating to the Receivables, among others:

• as of the applicable delivery date, the account schedule, including any supplement to the account schedule, provided by it to the transferor is true and correct in all material respects;

• each Receivable conveyed by it to the transferor has been conveyed free and clear of any lien or encumbrance, except liens permitted by the receivables purchase agreement;

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• all governmental authorizations, consents, orders, approvals, registrations or declarations required to be obtained, effected or given by it in connection with the conveyance of Receivables to the transferor have been duly obtained, effected or given and are in full force and effect;

• as of each applicable selection date (or, for an Automatic Additional Account, as of the applicable addition date), each account was an Eligible Account;

• as of each applicable selection date (or, for an Automatic Additional Account, as of the applicable addition date), each of the Receivables then existing in the accounts was an Eligible Receivable;

• as of the date of creation of any new Receivable, such receivable is an Eligible Receivable; and

• no selection procedures believed by the bank to be materially adverse to the interest of the transferor or its transferees have been used in selecting the accounts.

The receivables purchase agreement provides that if the bank breaches any of the representations and warranties described above and, as a result, the transferor is required under the transfer agreement to accept a reassignment of the related Ineligible Receivables transferred to the issuing entity by the transferor, then the bank will accept reassignment of such Ineligible Receivables and pay to the transferor an amount equal to the unpaid principal balance of such Ineligible Receivables. See “ – Representations, Warranties and Reassignment of Assets.”

Reassignment of Other Receivables

The bank also represents and warrants in the receivables purchase agreement that (i) the receivables purchase agreement and any supplemental conveyance each constitutes a legal, valid and binding obligation of the bank and (ii) the receivables purchase agreement and any supplemental conveyance constitute a valid sale to the transferor of all right, title and interest of the bank of the Receivables, including all Collections, insurance proceeds, Interchange, Merchant Discount Fees, Recoveries, all monies due or to become due, all amounts received, and all proceeds, each as it relates to such Receivables, and that the sale is perfected under the applicable UCC. As described above, the bank also represents and warrants that (x) it is validly existing and has all needed power and authority and (y) its execution and performance of the receivables purchase agreement has been duly authorized. If a representation described in the preceding sentences is not true and correct in any material respect and as a result of the breach the transferor is required under the transfer agreement to accept a reassignment of all of the Receivables previously sold by the bank pursuant to such receivables purchase agreement, the bank will accept a reassignment of those Receivables. See “ – Representations, Warranties and Reassignment of Assets”. If the bank is required to accept such reassignment, the bank will pay to the transferor an amount equal to the unpaid principal balance of the reassigned Receivables.

Reassignment of Terminated Program Agreement Receivables

If a program agreement which is co-owned, operated or promoted by the bank for the benefit of a third-party brand partner terminates in accordance with its terms, or the accounts must be removed due to other circumstances caused by requirements of a brand partner program in which the right to require such accounts to be removed is determined by a brand partner or its designee (other than the bank, the transferor or any affiliate or agent of the bank or the transferor), then the bank will repurchase from the transferor all Receivables in the related accounts. The price at which the bank repurchases such Receivables will be equal to the price at which the bank resells such Receivables to the brand partner or its designee, so that the bank does not realize a gain or a loss as a result of such repurchase and sale.

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Amendments to the Receivables Purchase Agreement

The receivables purchase agreement may be amended by the bank and the transferor without consent of any noteholders. Except as described below, no amendment, however, may be effective unless:

• the Rating Agency Condition has been satisfied; and

• the bank will deliver to the indenture trustee an officer’s certificate, dated the date of such amendment, stating that it reasonably believes that the amendment will not result in an early amortization event.

Amendments may be made to comply with the FDIC Rule or to comply with legal or regulatory changes upon delivery by the bank to the indenture trustee of an officer’s certificate, dated the date of any such amendment, to the effect that (x) the bank reasonably believes that such action will not result in an early amortization event or (y) such action is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the bank, BFF or the transactions governed by the receivables purchase agreement.

In addition, an amendment to cure an ambiguity or to correct or supplement any defective or inconsistent provision contained in the receivables purchase agreement or in any amendment to the receivables purchase agreement may be made upon delivery by the bank to the indenture trustee of an officer’s certificate, dated the date of any such amendment, to the effect that the bank reasonably believes that such action will not result in an early amortization event.

Termination of the Receivables Purchase Agreement

The receivables purchase agreement will continue until terminated by the mutual agreement of the parties thereto. In addition, if a receiver or conservator is appointed for the bank or certain other liquidation, bankruptcy, insolvency or other similar events occur, the bank will cease to transfer Receivables to the transferor and promptly give notice of that event to the transferor, the owner trustee, the indenture trustee, and the servicer.

Consumer Protection Laws

The relationship between an accountholder and a credit or charge card lender is extensively regulated by federal, state and local consumer protection laws and by regulations enacted by regulators implementing these laws. With respect to credit card accounts owned by the bank, the most significant federal laws include the Truth in Lending Act, the Credit CARD Act, the Dodd-Frank Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act and the State of Delaware banking laws. These statutes impose pricing restrictions, prohibitions on certain unfair, deceptive or abusive acts or practices, disclosure requirements before and when an account is opened and at the end of monthly billing cycles and, in addition, limit accountholder liability for unauthorized use, prohibit certain discriminatory practices in extending credit or charging privileges, impose certain limitations on the type of account-related charges that may be issued, impose payment, billing and other process requirements and regulate collection practices. In addition, accountholders are entitled under these laws to have payments and credits applied to their accounts promptly and to require billing errors to be resolved promptly. The issuing entity may be liable for certain violations of consumer protection laws that apply to the Receivables, either as assignee from the transferor with respect to obligations arising before transfer of the Receivables to the issuing entity or as the party directly responsible for obligations arising after the transfer. In addition, an accountholder may be entitled to assert such violations by way of setoff against the obligation to pay the amount of Receivables owing. See “Risk Factors.” All Receivables that were not created or serviced in compliance in all material respects with the requirements of such laws, subject to certain conditions described under “Sources of Funds to Pay the Notes – Representations, Warranties and Reassignment of Assets,” will be reassigned to the transferor. For a discussion of the issuing entity’s rights if the Receivables were not created in compliance in all material respects with applicable laws, see “Sources of Funds to Pay the Notes – Representations, Warranties and Reassignment of Assets.”

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The Servicemembers Civil Relief Act allows individuals on active duty in the military to cap the interest rate and fees on debts incurred before the call to active duty at 6%. In addition, subject to judicial discretion, any action or court proceeding in which an individual in military service is involved may be stayed if the individual’s rights would be prejudiced by denial of such a stay. Currently, some accountholders with outstanding balances have been placed on active duty in the military, and more may be placed on active duty in the future.

As of October 3, 2017, the Military Lending Act of 2006 (“MLA”) and its implementing regulations were expanded to provide protection to service members and their families with respect to a wider range of credit products, including credit extended in a new credit card account under an open-end consumer credit plan. The MLA caps the military annual percentage rate of any such credit card at 36% and prohibit arbitration clauses. In addition, the MLA subjects creditors to civil liability and administrative enforcement for MLA violations and potentially void contracts that fail to comply with the MLA.

Application of federal and state bankruptcy and debtor relief laws would affect the interests of noteholders in the Receivables if such laws result in any Receivables being charged off as uncollectible when there are no funds available from other sources.

Asset Representation Review

If both of the following conditions are met, the asset representations reviewer will, upon receipt of a review notice delivered in accordance with the indenture, conduct an asset representations review of the receivables identified for review as described below:

• a Delinquency Trigger has occurred, as disclosed in the monthly noteholders’ statement, and

• a vote of noteholders directing the review has been completed under the procedures described under “– Asset Representations Review Voting.”

Upon receipt of the review notice, the servicer will provide the asset representations reviewer with access to the review materials for all subject receivables within 60 calendar days in one or more of the following ways: (1) remote access to the servicer’s receivables systems, (2) electronic posting to a password-protected website to which the asset representations reviewer has access, (3) providing originals or photocopies at a servicer location, or (4) as otherwise agreed by the servicer and the asset representations reviewer. Personally identifiable information will be redacted from the review materials.

If the asset representations reviewer determines that any review materials are missing or insufficient for any test, the asset representations reviewer will use commercially reasonable efforts to notify the servicer within 30 calendar days after the review commencement date (and promptly upon any later discovery), and the servicer will provide access to the additional review materials. If the additional review materials are not provided within the later of 15 calendar days after notice and the last day of the review period (without giving effect to the possible 30-day extension described below), the related receivable(s) will be assigned a “Test Fail” for the affected test(s) and the draft report will indicate the reason for the failure.

The asset representations reviewer will perform, for each subject receivable, the testing procedures specified in the asset representations review agreement for each applicable representation and warranty, using the related review materials specified in that agreement, in each case as of the applicable date specified for the relevant test. For each test, the asset representations reviewer will determine whether the test has been satisfied (“Test Pass”) or not satisfied (“Test Fail”). If the result for more than one receivable is determinable by performing a test once for a group, the reviewer may use that determination for all receivables in the group.

The asset representations reviewer will complete its review within 60 calendar days after the review commencement date; if additional review materials are provided, the review period will be extended for an additional 30 calendar days. After the list of accounts related to the subject receivables is delivered and before

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the final review report is delivered, the servicer may notify the asset representations reviewer if any subject receivable is paid in full or is purchased by the servicer, the bank or the transferor; in that case, testing for that receivable will be treated as complete (“Test Complete”) and the final review report will indicate “Test Complete” and the related reason.

Within 10 Business Days after the end of the review period, the asset representations reviewer will deliver a final review report to the indenture trustee, the bank (as seller), the servicer and the transferor indicating, for each subject receivable, whether there was a “Test Pass,” “Test Fail,” or “Test Complete” and the related reason. However, if the asset representations reviewer determines there is a “Test Fail” for any receivable, the asset representations reviewer will first deliver a draft review report to the bank (as seller) and the servicer within 10 Business Days after the end of the review period. The servicer may provide additional review materials and/or clarifications within 15 Business Days of receiving the draft review report in order to resolve any failure. The asset representations reviewer will then deliver the final review report no later than the earlier of (x) 10 business days after receipt of the additional materials/clarifications and (y) 5 Business Days after notice from the servicer that no further materials will be provided or after the expiration of the 15-Business Day period. The Form 10-D for the monthly period in which the final review report is delivered will include a summary of the asset representations reviewer’s findings and conclusions.

The asset representations reviewer will only be required to perform the testing procedures specified in the asset representations review agreement and to provide the reports described above. The asset representations reviewer will not determine whether a Delinquency Trigger has occurred or whether the voting requirement has been met, will not determine which receivables are subject to review, will rely on the review materials provided by the servicer and has no obligation to obtain missing or insufficient materials from any other source, will not provide legal opinions or legal conclusions, and will not determine the reason for any receivable’s delinquency, any obligor’s creditworthiness, the overall quality of any receivable, or the servicer’s compliance with its covenants.

Asset Representations Review Voting

Upon disclosure in the monthly noteholders’ statement that a Delinquency Trigger has occurred, noteholders will have 90 days from the date of that disclosure to determine whether to initiate a vote to direct an asset representations review. During that 90-day period, holders of at least 5% of the aggregate adjusted outstanding principal amount of all outstanding notes (measured on the date the Delinquency Trigger occurred) may demand that the indenture trustee conduct a vote of noteholders of all outstanding notes to determine whether to direct a review.

Prior to recording a written notification to initiate a vote, the indenture trustee may verify beneficial ownership by requiring (x) a written certification from the requesting noteholder that it is a beneficial owner and (y) one other document (such as a trade confirmation, account statement, or broker letter). The indenture trustee may set a record date for voting purposes.

If the 5% demand threshold is met within the 90-day window, the vote will be initiated and the issuing entity will include in the next Form 10-D filed after initiation (a) the date the vote was initiated, (b) the timeline for submitting a vote, and (c) a statement that noteholders may vote, by proxy or otherwise, in accordance with DTC voting guidelines and procedures. The bank will pay all costs, expenses and liabilities incurred by the indenture trustee, the transferor and the issuing entity in connection with the voting process. The vote must be completed no later than the 150th day after the Form 10-D reporting the Delinquency Trigger was filed. If, upon completion, holders of more than 50% of the aggregate adjusted outstanding principal amount of noteholders casting a vote in favor of a review, the asset representations reviewer will, upon receipt of a review notice delivered in accordance with the indenture, perform the review as described under “– Asset Representation Review.”

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For the avoidance of doubt, any noteholder vote associated with directing an asset representations review is not subject to the 66²⁄₃% threshold applicable to other noteholder actions. See “The Indenture – Voting” for additional information.

Maximum Delinquency Percentage

On or prior to each Distribution Date, the servicer will calculate the Delinquency Percentage for the preceding Monthly Period. The “Delinquency Percentage” for each Distribution Date and the related preceding Monthly Period is an amount equal to the ratio (expressed as a percentage) of (i) the aggregate receivables balance of all 60-Day Delinquent Receivables as of the last day of the Monthly Period immediately preceding such Distribution Date to (ii) the aggregate receivables balance of all Receivables as of the last day of the related Monthly Period. “60-Day Delinquent Receivables” means, as of any date of determination, all Receivables that are 60 or more days delinquent as of the last day of the Monthly Period immediately preceding such date, as determined in accordance with the bank’s customary servicing practices. Defaulted Receivables are not considered delinquent receivables and are therefore not included in the Delinquency Trigger calculation.

The “Maximum Delinquency Percentage” for any Distribution Date and the related preceding Monthly Period will be the lowest “Maximum Delinquency Percentage” as specified in the applicable indenture supplement. The Maximum Delinquency Percentage for Series 20[●]-[●] is [●]%. The Maximum Delinquency Percentage for Series 20[●]-[●] has been set at a level in excess of the historical peak of delinquent receivables [since [●]] to assure that the Maximum Delinquency Percentage is not breached due to fluctuations in credit cycles that are unrelated to breaches of representations and warranties. The Maximum Delinquency Percentage corresponds generally to the level of expected losses on the Receivables that would cause the notes issued by the issuing entity to realize the first dollar of loss. By aligning the Maximum Delinquency Percentage with the maximum level of credit losses that the Series 20[●]-[●] can withstand without a loss, we believe the Maximum Delinquency Percentage provides an appropriate early warning threshold at the point when noteholders may benefit from an asset representations review.

Asset Representations Review Agreement

FTI Consulting, Inc. (“FTI”) will act as the asset representations reviewer under an asset representations review agreement dated as of June 11, 2026, among FTI, the issuing entity, the transferor and the bank (in the capacities specified therein). Upon receipt of a review notice in accordance with the indenture, FTI will conduct an asset representations review and perform the review functions described under “ – Asset Representation Review.” The servicer agrees to provide FTI access to review materials within 60 calendar days of delivery of the review notice, by remote access, secure website posting, at a servicer location, or as otherwise agreed, in each case subject to confidentiality and the removal of personally identifiable information.

The bank, as sponsor, will pay FTI an annual retainer fee and, if an asset representations review is conducted, a separate fee for the asset representations review, as provided in the asset representations review agreement. The bank agrees to indemnify FTI and any of its officers, directors, employees and agents for all costs, expenses, damages and liabilities resulting from the performance of its obligations under the asset representations review agreement (“Asset Representations Reviewer Losses”), except to the extent that any such Asset Representations Reviewer Losses are determined by a final non-appealable order of a court of competent jurisdiction to have resulted from (i) the bad faith, gross negligence or willful misconduct of FTI or any of its officers, directors, employees or agents or (ii) FTI’s breach of any of its representations, warranties or covenants in the asset representations review agreement. In addition, FTI agrees to indemnify the issuing entity, the transferor, the bank, the servicer, the owner trustee and the indenture trustee and their respective directors, officers, employees and agents all costs, expenses, damages and liabilities resulting from FTI’s willful misconduct, bad faith, gross negligence in performing its obligations under the asset representations review agreement or breach of its representations, warranties, covenants and other obligations in the asset representations review agreement; in no event will FTI be liable for special, indirect, or consequential damages.

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FTI may not resign prior to the third anniversary of the asset representations review agreement, within 165 days following the latest filing of a Form 10-D reporting that a Delinquency Trigger has occurred, or after receipt of a review notice until the final review report is delivered, except if a specified resignation condition has occurred (including specified ineligibility, legal prohibition, unresolved conflict of interest, or uncured non-payment of amounts due). FTI must provide 60 days’ prior written notice of resignation. The issuing entity may remove FTI for cause upon specified events and may also remove FTI in its discretion upon at least 30 days’ prior written notice, provided that discretionary removal is not permitted during the same 165-day blackout period or after a review notice until the final review report is delivered. No resignation or removal becomes effective until a successor reviewer has accepted engagement or no notes remain outstanding. Following resignation or removal, the issuing entity and the bank will use commercially reasonable efforts to engage a successor within 90 days; if none has been appointed by the 90th day, FTI may petition a court for appointment. The outgoing reviewer will cooperate for a one-year transition period and will bear its own transition costs.

Fees and Expenses for Asset Representations Review

The asset representations reviewer will be paid an annual retainer fee by the bank in its capacity as sponsor, as provided in the asset representations review agreement. In addition, if an asset representations review is conducted, the asset representations reviewer will be entitled to receive a fee for the review, which will be paid by the bank in its capacity as sponsor, in each case as provided in the asset representations review agreement.

Certain Matters Regarding the Servicer and the Administrator of the Issuing Entity

The bank will service the Receivables arising in the credit card accounts owned by the bank, which are designated to the issuing entity’s Portfolio. As compensation for the performance of its obligations as servicer and as reimbursement for its expenses related thereto, the bank will be entitled to a servicing fee in the amounts and at the times specified in this prospectus.

The servicer may not resign from its obligations and duties under the servicing agreement except:

(i) upon determination that the performance of such obligations and duties is no longer permissible under applicable law, or

(ii) if such obligations and duties are assumed by an affiliate or by another entity if the Rating Agency Condition has been satisfied.

No such resignation will become effective until the indenture trustee or a successor to the servicer has assumed the servicer’s obligations and duties under the servicing agreement. Notwithstanding the foregoing, the servicer may assign part or all of its obligations and duties as servicer under the servicing agreement to an affiliate so long as the bank guarantees the affiliate’s performance.

Any person into which, in accordance with the servicing agreement, the servicer may be merged or consolidated or any person resulting from any merger or consolidation to which the servicer is a party, or any person succeeding to the business of the servicer, will be the successor to the servicer under the servicing agreement.

In addition, the bank or any of its affiliates will be the administrator of the issuing entity and will agree, to the extent provided in the servicing agreement, to provide notices and to perform on behalf of the issuing entity all administrative obligations required by the indenture and as described in the servicing agreement [(including in relation to any Benchmark Transition Event)]. As compensation for its performance of the administrator’s obligations under the servicing agreement, the administrator will be entitled to a monthly fee not to exceed $2,500, in addition to reimbursement for its liabilities and extra out-of-pocket expenses related to its performance of the administrator’s obligations, to be paid by the transferor.

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Servicer Default

In the event of any Servicer Default, either the indenture trustee or noteholders evidencing more than 50% of the aggregate Outstanding Principal Amount of all affected notes, by written notice to the servicer and the owner trustee (and to the indenture trustee if given by the noteholders) may terminate all of the rights and obligations of the servicer, as servicer, under the servicing agreement. The indenture trustee will appoint a new servicer. Any such termination and appointment is called a service transfer. If the only Servicer Default is bankruptcy, insolvency, receivership or conservatorship related, however, the bankruptcy trustee, the receiver or the conservator for the servicer or the servicer itself as debtor-in-possession may have the power to prevent the indenture trustee or noteholders from appointing a successor servicer. See “Risk Factors – Other Legal and Regulatory Risks – Regulatory action could result in losses or delays in payment.”

The rights and interests of the transferor under the transfer agreement and the servicing agreement and in the Transferor Interest will not be affected by any termination notice or service transfer. If the indenture trustee within 60 days of receipt of a termination notice does not receive any bids from eligible servicers and the servicer delivers an officer’s certificate to the effect that the servicer cannot in good faith cure the Servicer Default that gave rise to the termination notice, then the indenture trustee will assume the role of successor servicer.

The indenture trustee will, as promptly as possible after a termination notice is delivered, appoint a successor servicer. The successor servicer may be the indenture trustee or an entity which, at the time of its appointment as successor servicer, (1) services a portfolio of credit card accounts, (2) is legally qualified and has the capacity to service the issuing entity’s Portfolio, (3) has, in the sole determination of the transferor, demonstrated the ability to service professionally and competently a portfolio of similar accounts in accordance with high standards of skill and care, (4) is qualified to use the software that is then being used to service the accounts or obtains the right to use or has its own software which is adequate to perform the duties of the servicer under the servicing agreement and other transaction documents and (5) has a net worth of at least $50,000,000 as of the end of its most recent fiscal quarter.

The successor servicer will accept its appointment by written instrument acceptable to the indenture trustee and the transferor. The successor servicer is entitled to compensation out of Collections; however, that compensation will not be in excess of the Servicing Fee and no funds have been set aside for a servicing transfer. Because the bank, as servicer, has significant responsibilities with respect to the servicing of the Receivables, the indenture trustee may have difficulty finding a suitable successor servicer. Potential successor servicers may not have the capacity to perform adequately the duties required of a successor servicer or may not be willing to perform such duties for the amount of the servicing fee currently payable under the applicable indenture supplement. If no successor servicer has been appointed by the indenture trustee and has accepted such appointment by the time the servicer ceases to act as servicer, all rights, authority, power and obligations of the servicer under the servicing agreement will pass to and be vested in the indenture trustee. If U.S. Bank Trust Company, National Association is automatically appointed as successor servicer, it may not have the capacity to perform the duties required of a successor servicer and current servicing compensation under the applicable indenture supplement may not be sufficient to cover its actual costs and expenses of servicing the Receivables. Prior to any appointment of a successor servicer, the indenture trustee will seek to obtain bids from potential servicers meeting the eligibility requirements set forth in the servicing agreement to serve as a successor servicer of servicing compensation not in excess of the Servicing Fee plus any amounts payable to the holder of the Transferor Interest pursuant to the transfer agreement. Notwithstanding the foregoing, if the indenture trustee is unwilling or legally unable to act as servicer, it will petition a court of competent jurisdiction to appoint any established institution qualifying as an eligible servicer as the successor servicer under the servicing agreement. The transferor will notify each hired nationally recognized statistical rating organization that has rated any outstanding series or class of notes, the owner trustee and the administrator upon the removal of the servicer and upon the appointment of a successor servicer.

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Evidence as to Compliance

The fiscal year for the issuing entity will end on December 31 of each year. The servicer will file with the SEC an annual report on Form 10-K on behalf of the issuing entity 90 days after the end of its fiscal year.

The servicer will deliver to the indenture trustee and, if required, file with the SEC as part of an annual report on Form 10-K filed on behalf of the issuing entity, the following documents:

• a report regarding its assessment of compliance during the preceding fiscal year with all applicable servicing criteria set forth in relevant SEC regulations with respect to asset-backed securities transactions taken as a whole involving the servicer that are backed by the same types of assets as those backing the notes;

• with respect to each assessment report described immediately above, a report by a registered public accounting firm that attests to, and reports on, the assessment made by the asserting party, as set forth in relevant SEC regulations; and

• a servicer compliance certificate, signed by an authorized officer of the servicer, to the effect that:

(i) a review of the servicer’s activities during the reporting period and of its performance under the servicing agreement has been made under such officer’s supervision; and

(ii) to the best of such officer’s knowledge, based on such review, the servicer has fulfilled all of its obligations under the servicing agreement in all material respects throughout the reporting period or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.

The servicer’s obligation to deliver any servicing assessment report or attestation report and, if required, to file the same with the SEC, is limited to those reports prepared by the servicer and, in the case of reports prepared by any other party, those reports actually received by the servicer.

Copies of all certificates and reports furnished to the indenture trustee may be obtained by a request in writing delivered to the indenture trustee. Except as described above or as described in this prospectus, there will not be any independent verification that any duty or obligation to be performed by any transaction party – including the servicer – has been performed by that party.

Indemnification

The servicing agreement provides that the servicer will indemnify the owner trustee and the indenture trustee from and against any loss, liability, expense, damage or injury suffered or sustained arising out of or relating to any claims, actions or proceedings brought or asserted by third parties in connection with certain of the servicer’s actions or omissions with respect to the issuing entity pursuant to the servicing agreement. The servicer will also indemnify the owner trustee and the indenture trustee from and against any loss, liability, expense, damage or injury suffered or sustained arising out of the administration of the issuing entity by the owner trustee pursuant to the servicing agreement. The servicer will not, however, indemnify such entities if the acts of omission were caused by (i) the gross negligence or willful misconduct of the owner trustee or (ii) the negligence or willful misconduct of the indenture trustee (including in its capacity as note registrar or as paying agent).

The servicer will not be protected against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence of the servicer in the performance of its duties or by reason of reckless disregard of its obligations and duties thereunder.

In addition, the servicing agreement provides that the servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under the servicing

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agreement. The servicer may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of noteholders with respect to the servicing agreement and the rights and duties of the parties thereto and the interests of the noteholders thereunder.

Collection and Other Servicing Procedures

Pursuant to the servicing agreement, the servicer, whether acting itself or through one or more subservicers, is responsible for servicing, collecting, enforcing and administering the Receivables in accordance with customary and usual procedures for servicing similar credit card receivables.

Servicing activities to be performed by the servicer include collecting and recording payments, communicating with accountholders, investigating payment delinquencies, providing billing and tax records to accountholders and maintaining internal records with respect to each account. Managerial and custodial services performed by the servicer on behalf of the issuing entity include providing assistance in any inspections of the documents and records relating to the accounts and Receivables by the indenture trustee pursuant to the servicing agreement, maintaining the agreements, documents and files relating to the accounts and Receivables as custodian for the issuing entity and providing related data processing and reporting services for noteholders and on behalf of the indenture trustee.

If the bank were to become a debtor in a bankruptcy case, a Servicer Default would occur and the bank could be removed as servicer for the issuing entity and a successor servicer would be appointed. See “Certain Matters Regarding the Servicer and the Administrator of the Issuing Entity – Servicer Default” for more information regarding the appointment of a successor servicer.

Outsourcing of Servicing

Pursuant to the servicing agreement, the bank, as servicer, has the right to delegate or outsource its duties as servicer to any person who agrees to conduct such duties in accordance with the servicing agreement, the applicable account guidelines and the applicable account agreements. All material servicing functions are performed by the bank itself or by its sister company, Comenity Servicing, including certain customer service, billing and collections functions related to the portfolios the bank owns and securitizes. The bank has outsourced certain of its other servicing functions by contracting with affiliated and unaffiliated third parties.

Notwithstanding any such outsourcing, the servicer will continue to be liable for all of its obligations under the servicing agreement. In certain circumstances, however, the bank could be relieved of its duties as servicer upon the assumption of such duties by another entity.

The bank and its affiliates retain the right to change various terms and conditions of the agreements with the third-party service providers and retain the right to change the third-party service providers without the consent of the noteholders or the indenture trustee. Accordingly, third-party service providers who provide services to the bank, its affiliates and its customers may change from time to time, and noteholders will not be notified of any change. Similarly, to the extent that the terms and conditions are altered or agreements with third-party service providers, noteholders will not be given notice of those changes.

If an affiliated or unaffiliated third party performing certain outsourced or delegated functions were to enter bankruptcy or become insolvent, then the servicing of the accounts in the issuing entity could be delayed and payments on your notes could be accelerated, delayed or reduced.

Third-Party Service Providers

Functions that are performed by third-party service providers include, but are not limited to, card production and fulfillment, credit card processing, print and mail and remittance processing functions, as well as a portion of

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the voice interactions with customers. Third-party service providers are required to follow detailed account management procedures and policies of the bank in connection with any decisions made with respect to accounts with respect to which they provide services. The bank and its affiliates regularly audit and assess the performance of third-party service providers to measure vendor quality and compliance. All third-party service providers are required to comply with the bank’s security and information protection requirements. Decisions to retain third-party service providers are based on cost, the ability of third parties to provide greater flexibility to the bank and its affiliates, experience, financial stability and various other factors.

Merger or Consolidation of the Transferor or the Servicer

The transfer agreement provides that the transferor may not consolidate with or merge into, or sell all or substantially all of its assets as an entirety to, any other entity unless:

(i) the surviving entity is organized under the laws of the United States, any state thereof or the District of Columbia, and is a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under the United States Bankruptcy Code or is a special purpose entity whose powers and activities are limited;

(ii) in a supplement to the transfer agreement executed by transferor and surviving entity, the surviving entity expressly assumes the transferor’s obligations under the transfer agreement, the servicing agreement and each related transaction document;

(iii) the transferor will have delivered to the owner trustee and the indenture trustee an officer’s certificate and an opinion of counsel to the effect that such consolidation, merger, conveyance transfer or sale and the supplement to the transfer agreement comply with the transfer agreement, and that the assumption agreement is valid, binding and enforceable;

(iv) all filings required to perfect or to continue the perfection and priority of the security interest of the issuing entity in any Receivables to be conveyed by the surviving entity will have been duly made and copies thereof will have been delivered to the indenture trustee and the owner trustee;

(v) the indenture trustee and the owner trustee will have received an opinion of counsel with respect to clause (iv) above and certain other matters specified in the transfer agreement;

(vi) the indenture trustee and the owner trustee will have received an Issuer Tax Opinion; and

(vii) the Rating Agency Condition will have been satisfied.

Under the servicing agreement, the servicer may not consolidate with or merge into, or sell all or substantially all of its assets as an entirety to, any other entity unless, among other things:

(i) the surviving entity is, if the servicer is not the surviving entity, a corporation or a national banking association organized and existing under the laws of the United States or any state thereof or the District of Columbia;

(ii) if the servicer is not the surviving entity, in a supplement to the servicing agreement, the surviving entity expressly assumes the servicer’s obligations under the servicing agreement;

(iii) the servicer will have delivered to the transferor, the owner trustee and the indenture trustee an officer’s certificate and an opinion of counsel to the effect that such consolidation, merger, conveyance, transfer or sale complies with the servicing agreement;

(iv) the servicer will have delivered prompt notice of the consolidation, merger or transfer of assets to each hired nationally recognized statistical rating organization that has rated any outstanding series or class of notes; and

(v) the surviving entity is an eligible servicer under the servicing agreement.

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Assumption of the Transferor’s Obligations

The transfer agreement permits a transfer of all of the transferor’s right, title and interest in the Receivables which have been transferred to it and/or its interest in the Transferor Interest. This transfer may include all (but not less than all) of the transferor’s remaining interest in the Receivables and its interest in the issuing entity, together with all other obligations under the transfer agreement or relating to the transactions contemplated thereby, to another entity that may or may not be affiliated with the transferor. Pursuant to the transfer agreement, the transferor is permitted to assign, convey and transfer these assets and obligations to such other entity, without the consent or approval of the noteholders of any series or class of notes, if the following conditions, among others, are satisfied:

(i) in a supplement to the transfer agreement, the assuming entity expressly assumes the transferor’s obligations under the transfer agreement and each related transaction document;

(ii) the transferor will have delivered to the indenture trustee and the owner trustee an officer’s certificate and an opinion of counsel each stating that such transfer and assumption comply with the transfer agreement and the assumption agreement is valid, binding and enforceable against the assuming entity;

(iii) all filings required to perfect or to continue the perfection and priority of the security interest of the issuing entity in any Receivables to be conveyed by the assuming entity will have been duly made and copies thereof will have been delivered to the indenture trustee and the owner trustee;

(iv) if the assuming entity is not eligible to be a debtor under the United States Bankruptcy Code, the transferor will have delivered notice of such transfer and assumption to each hired nationally recognized statistical rating organization that has rated any outstanding series or class of notes. If the assuming entity is eligible to be a debtor in a case under the United States Bankruptcy Code, the transferor will have delivered copies of each such written notice of such transfer and assumption to the servicer, each other transferor, the owner trustee and the indenture trustee and the Rating Agency Condition will have been satisfied;

(v) the indenture trustee and the owner trustee will have received an opinion of counsel with respect to clause (iii) above and certain other matters specified in the transfer agreement; and

(vi) the indenture trustee and the owner trustee will have received an Issuer Tax Opinion.

The transfer agreement provides that the transferor, the assuming entity, the issuing entity, the indenture trustee and the owner trustee may enter into amendments to the transfer agreement to permit the transfer and assumption described above without the consent of the noteholders of any series or class of notes. After any permitted transfer and assumption, the assuming entity will be considered a transferor for all purposes hereof, and the transferor will have no further liability or obligation under the transfer agreement or any related transaction document.

Legal Proceedings

[There are no legal proceedings pending, or any proceedings known to be contemplated by governmental authorities, against the sponsor, the originator, the servicer, the depositor, the indenture trustee, the owner trustee or the issuing entity, or of which any property of the foregoing is the subject, that are material to noteholders.]

[If applicable for any takedown: Describe briefly any legal proceedings pending against the sponsor, the depositor, indenture trustee, owner trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of Regulation AB, originator contemplated by Item 1100(b) of Regulation AB, or other party contemplated by Item 1100(d)(1) of Regulation AB, or of which any property of the foregoing is subject, that is material to noteholders, and similar information as to any proceedings known to be contemplated by governmental authorities.]

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The Indenture

The notes will be issued pursuant to the terms of the indenture and a related indenture supplement. The following discussion and the discussions under “The Notes” and certain sections in the prospectus summary summarize the material terms of the notes, the indenture and the related indenture supplement. These summaries are summaries of the material terms, and you should reference the applicable provisions of the notes, the indenture and the related indenture supplement for the full text.

Indenture Trustee

U.S. Bank Trust Company, National Association, a national banking association, is the indenture trustee under the indenture for each series and class of notes. See “Transaction Parties – The Indenture Trustee” for a description of U.S. Bank Trust Company, National Association.

Under the terms of the indenture, the issuing entity has agreed to pay to the indenture trustee reasonable compensation for performance of its duties under the indenture. The indenture trustee has agreed to perform only those duties specifically set forth in the indenture. Many of the duties of the indenture trustee are described throughout this prospectus. Under the terms of the indenture, the indenture trustee’s limited responsibilities include the following:

• to deliver to noteholders of record certain notices, reports and other documents received by the indenture trustee, as required under the indenture;

• to authenticate, deliver, cancel and otherwise administer the notes;

• to establish and maintain necessary issuing entity accounts and to maintain accurate records of activity in those accounts;

• to serve as the initial transfer agent, paying agent and note registrar;

• to invest funds in the issuing entity accounts at the direction of the issuing entity;

• to represent the noteholders in interactions with clearing agencies and other similar organizations;

• to distribute and transfer funds at the direction of the issuing entity, as applicable, in accordance with the terms of the indenture;

• to periodically report on and notify noteholders of certain matters relating to actions taken by the indenture trustee, property and funds that are possessed by the indenture trustee, and other similar matters; and

• to perform certain other administrative functions identified in the indenture.

In addition, the indenture trustee has the discretion to require the issuing entity to cure a potential event of default and to institute and maintain suits to protect the interest of the noteholders in the Receivables. The indenture trustee is not liable for any errors of judgment as long as the errors are made in good faith and the indenture trustee was not negligent. The indenture trustee is not responsible for any investment losses to the extent that they result from Eligible Investments, except for losses attributable to the indenture trustee’s own failure to make payments on such Eligible Investments issued by the indenture trustee, in its commercial capacity, in accordance with their terms.

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If an event of default occurs, in addition to the responsibilities described above, the indenture trustee will exercise its rights and powers under the indenture to protect the interests of the noteholders using the same degree of care and skill as a prudent person would exercise in the conduct of his or her own affairs. If an event of default occurs and is continuing, the indenture trustee will be responsible for enforcing the agreements and the rights of the noteholders. See “ – Events of Default Remedies.” The indenture trustee may, under certain limited circumstances, have the right or the obligation to do the following:

• demand immediate payment by the issuing entity of all principal of, and any accrued, past due and additional interest on, the notes;

• protect the interests of the noteholders in the Receivables in a bankruptcy or insolvency proceeding;

• prepare and send timely notice to noteholders of an event of default;

• institute judicial proceedings for the collection of amounts due and unpaid;

• rescind and annul a declaration of acceleration of the notes at the direction of the noteholders following an event of default; and

• cause the issuing entity to sell assets (see “Deposit and Application of Funds – Sale of Assets”).

Following an event of default, the holders of more than 66²⁄₃% of the Outstanding Principal Amount of any affected series or class of notes will have the right to direct the indenture trustee to exercise certain remedies available to the indenture trustee under the indenture. In such case, the indenture trustee may decline to follow the direction of those holders only if it is advised by counsel and is provided with an opinion of counsel to the effect that: (i) the action so directed is unlawful or conflicts with the indenture, (ii) the action so directed would involve it in personal liability or (iii) the action so directed would be unjustly prejudicial to the noteholders not taking part in such direction.

If a Servicer Default occurs, in addition to the responsibilities described above, the indenture trustee may be required to appoint a successor servicer or to take over servicing responsibilities under the servicing agreement. See “Certain Matters Regarding the Servicer and the Administrator of the Issuing Entity – Servicer Default.”

The indenture trustee may resign at any time by giving written notice to the issuing entity. In addition, the indenture trustee may be removed with respect to any series or class by action of the majority holders of that series or class. The issuing entity may also remove, or any noteholder who has been a bona fide holder of a note of such series or class for at least 6 months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the indenture trustee if the indenture trustee is no longer eligible to act as trustee under the indenture (and any supplement thereto), the indenture trustee fails to comply with the Trust Indenture Act of 1939, as amended, the indenture trustee becomes incapable of acting with respect to any series or class of notes, or if the indenture trustee becomes insolvent. In all such circumstances, the issuing entity is required promptly to appoint a successor indenture trustee for the notes. Any resignation or removal of the indenture trustee and appointment of a successor indenture trustee will not become effective until the successor indenture trustee accepts the appointment. If an instrument of acceptance by a successor indenture trustee has not been delivered to the indenture trustee within 30 days of giving notice of resignation or removal, the indenture trustee may petition a court of competent jurisdiction to appoint a successor indenture trustee.

The issuing entity has agreed to pay the indenture trustee for all services rendered. The issuing entity will also indemnify the indenture trustee for any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the administration of the issuing entity. In certain instances, this indemnification will be higher in priority than payments to noteholders. See “The Indenture – Events of Default Remedies.” The indenture trustee may also be indemnified by the servicer pursuant to the terms of the servicing agreement and the transferor pursuant to the transfer agreement.

Any successor indenture trustee will execute and deliver to the issuing entity and its predecessor indenture trustee an instrument accepting such appointment. The successor indenture trustee must (i) be a bank or

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corporation organized and doing business under the laws of the United States of America or of any state or the District of Columbia, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $50,000,000, and (iv) be subject to supervision or examination by federal or state authority. The issuing entity may not, nor may any person directly or indirectly controlling, controlled by, or under common control with the issuing entity, serve as indenture trustee.

The issuing entity or its affiliates may maintain accounts and other banking or trustee relationships with the indenture trustee and its affiliates.

Securities Intermediary

Any securities intermediary will be appointed in accordance with the indenture (and any supplement thereto).

Issuing Entity Covenants

The issuing entity will not, among other things:

• claim any credit on or make any deduction from the principal and interest payable on the notes, other than amounts withheld in good faith from such payments under the Internal Revenue Code or other applicable tax law (including foreign withholding),

• voluntarily dissolve or liquidate, or

• permit (i) the validity or effectiveness of the indenture (or any supplement thereto) to be impaired, or permit the lien created by the indenture (or any supplement thereto) to be amended, hypothecated, subordinated, terminated or discharged, or permit any person to be released from any covenants or obligations with respect to the notes under the indenture except as may be expressly permitted by the indenture, (ii) any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien in favor of the indenture trustee created by the indenture or any supplement thereto) to be created on or extend to or otherwise arise upon or burden the collateral transferred to the issuing entity or proceeds thereof or (iii) the lien in favor of the indenture trustee of the indenture or any supplement thereto not to constitute a valid first priority perfected security interest in the collateral transferred to the issuing entity.

The issuing entity may not engage in any activity other than the activities set forth in the trust agreement, the material provisions of which are described in “The Issuing Entity.”

The issuing entity will also covenant that if:

• the issuing entity defaults in the payment of interest on any series or class of notes when such interest becomes due and payable and such default continues for a period of 35 days following the date on which such interest became due and payable, or

• the issuing entity defaults in the payment of the principal of any series or class of notes on its legal maturity date,

and that default continues beyond any specified grace period provided for that series or class of notes, the issuing entity will, upon demand of the indenture trustee, pay to the indenture trustee, for the benefit of the holders of any such notes of the affected series or class, the whole amount then due and payable on any such notes for principal and interest, after giving effect to any allocation and subordination requirements described in this prospectus, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest. In addition, the issuing entity will pay an amount sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements

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and advances of the indenture trustee, its agents and counsel and all other compensation due to the indenture trustee. If the issuing entity fails to pay such amounts upon such demand, the indenture trustee may institute a judicial proceeding for the collection of the unpaid amounts described above.

Early Amortization Events

The issuing entity will be required to redeem and pay, to the extent that funds are available for repayment after giving effect to all allocations and reallocations, each affected series or class of notes upon the occurrence of an early amortization event.

Early amortization events set forth in the Indenture include the following:

• the issuing entity becoming an “investment company” within the meaning of the Investment Company Act;

• the occurrence of a bankruptcy or insolvency event with respect to the transferor;

• the occurrence of a bankruptcy or insolvency event with respect to the bank; and

• the bank becomes unable for any reason to transfer Receivables to the transferor or the transferor becomes unable for any reason to transfer Receivables to the issuing entity.

In the case of any event described in the first, second, third or fourth bullet points above an early amortization event will occur with respect to all outstanding series of notes without any notice or other action on the part of the owner trustee, the indenture trustee or any noteholders immediately upon the occurrence of such event. Additional early amortization events may be set forth in any supplement to the Indenture.

The amount repaid with respect to a series or class of notes will equal the Outstanding Principal Amount of that series or class, plus any accrued, past due and additional interest to but excluding the date of repayment. If the amount of Finance Charge Collections and Principal Collections allocable to the series or class of notes to be repaid, together with funds on deposit in the applicable issuing entity accounts, are insufficient to repay such amount in full on the next Distribution Date after giving effect to the subordination provisions and all allocations and reallocations, monthly payments on the notes will thereafter be made on each Distribution Date until the Outstanding Principal Amount of the notes, plus any accrued, past due and additional interest, is paid in full, or the legal maturity date of the notes occurs, whichever is earlier.

No Principal Collections will be allocated to a series or class of notes with an Allocation Amount of zero, even if the Stated Principal Amount of that series or class has not been paid in full. However, any funds previously deposited into the applicable issuing entity accounts will still be available to pay principal of and interest on that series or class of notes. In addition, if Finance Charge Collections are available, they can be applied to reimburse reductions in the Allocation Amount of that series or class due to charge-offs resulting from any uncovered Default Amount allocated to that series or class or due to Reallocated Principal Collections used to pay shortfalls in interest on senior notes or shortfalls in the Servicing Fee, and past due amounts thereon, and any other amounts specified in this prospectus.

Payments on notes that are repaid as described above will be made in the priority described in this prospectus. The issuing entity will give notice to holders of the affected notes of the occurrence of an early amortization event.

Events of Default

Each of the following events is an event of default for any affected series or class of notes:

• for any series or class of notes, as applicable, the issuing entity’s failure, for a period of 35 days, to pay interest on such notes when such interest becomes due and payable;

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• for any series or class of notes, the issuing entity’s failure to pay the Stated Principal Amount of such series or class of notes on the applicable legal maturity date;

• the issuing entity’s default in the performance, or breach, of any other of its covenants or warranties in the indenture, for a period of 90 days after the indenture trustee or the holders of at least 25% of the aggregate Outstanding Principal Amount of the outstanding notes of any affected series or class has provided written notice requesting remedy of that breach, and, as a result of such default, the interests of the related noteholders are materially and adversely affected and continue to be materially and adversely affected during the 90-day period; or

• the occurrence of certain events of bankruptcy or insolvency of the issuing entity.

Failure to pay the full Stated Principal Amount of a note on its expected final distribution date will not constitute an event of default. An event of default relating to one series or class of notes will not necessarily be an event of default relating to any other series or class of notes.

It is not an event of default if the issuing entity fails to redeem or repay a note prior to its legal maturity date because it does not have sufficient funds available or because payment of principal of a subordinated note is delayed because it is necessary to provide required subordination for senior notes.

Events of Default Remedies

If an event of default involving (i) failure to pay interest, (ii) failure to pay principal on the legal maturity date of a series or class of notes, (iii) defaults with respect to other warranties or covenants which occur with respect to less than all series and classes or (iv) an event of default specified in a prospectus or information memorandum and which applies with respect to less than all series and classes, then either the indenture trustee or the holders of more than 66²⁄₃% of the Outstanding Principal Amount of the notes of the series or class then outstanding (with each such series or class acting as a separate class) may declare the Outstanding Principal Amount of all the notes of such series or class and all interest accrued or principal accreted and unpaid (if any) thereon to be due and payable immediately.

If an event of default involving a default with respect to warranties and covenants (other than the covenant to pay principal and interest) or an event of default specified in a prospectus or information memorandum occurs with respect to all series and classes of notes and is continuing, then unless the principal of all the notes will have already become due and payable, either the indenture trustee or the holders of more than 66²⁄₃% of the Outstanding Principal Amount of all the outstanding notes (treated as one class) may declare the Outstanding Principal Amount of all the notes then outstanding and all interest accrued or principal accreted and unpaid (if any) thereon to be due and payable immediately.

If an event of default occurs as a result of the occurrence of an event of bankruptcy or insolvency of the issuing entity, then the notes of all series and classes will automatically be and become immediately due and payable.

Upon the occurrence of an event of default and acceleration of the notes, the assets may be sold if the conditions described under “Deposit and Application of Funds – Sale of Assets” are satisfied.

Upon the sale of assets in the issuing entity following (i) an event of default and acceleration of a series or class of notes or (ii) the legal maturity date of a series or class of notes, the Allocation Amount of that series or class of notes will be reduced to zero upon such sale even if the proceeds of that sale, amounts on deposit in issuing entity accounts for that series or class and any other amounts available to such noteholders are not enough to pay all remaining amounts due on those notes. After such sale, Principal Collections and Finance Charge Collections will no longer be allocated to that series or class of notes. The notes of that series or class will be considered to be paid in full and the holders of that series or class of notes will have no further right or claim and

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the issuing entity will have no further obligation or liability for principal of and interest on those notes. Noteholders of that series or class will receive the proceeds of the sale in an amount not to exceed the Outstanding Principal Amount of their notes, plus any accrued, past due and additional interest on such notes. The notes of that series or class will no longer be outstanding under the indenture (or any supplement thereto) once the sale occurs.

After giving effect to a sale of assets for a series or class of notes, the amount of proceeds and other amounts on deposit in the issuing entity accounts for that series or class may be less than the Outstanding Principal Amount of that series or class. This deficiency can arise due to unreimbursed reductions in the Allocation Amount of that series or class or if the sale price for the assets was less than the Outstanding Principal Amount of that series or class. These types of deficiencies will not be reimbursed.

Any money or other property collected by the indenture trustee in connection with a sale of assets following an event of default and acceleration for a series or class of notes will be applied in the following priority, at the date fixed by the indenture trustee:

• first, to (i) pay all compensation, indemnities and other amounts owed to the indenture trustee for services rendered in connection with the indenture (and any supplement thereto) and (ii) pay all indemnification amounts owed to the owner trustee in connection with the trust agreement;

• second, as specified in the related indenture supplement for application and payment in accordance with the related indenture supplement, the amounts due and payable on the notes for principal and interest, respectively, and other fees and expenses payable in connection therewith under the applicable indenture supplement; and

• third, to pay any remaining amounts to the issuing entity.

If a sale of assets in the issuing entity does not take place following an event of default and acceleration of a series or class of notes, then:

• The issuing entity will continue to hold the assets, and distributions on the assets will continue to be applied in accordance with the distribution provisions of the indenture and the related indenture supplement.

• Principal will be paid on the accelerated series or class of notes to the extent funds are received by the issuing entity and available to the accelerated series or class after giving effect to all allocations and reallocations.

• On the legal maturity date of the accelerated notes, if the Allocation Amount of the accelerated notes is greater than zero, the indenture trustee will direct the sale of assets.

The holders of more than 66²⁄₃% of the Outstanding Principal Amount of any accelerated series or class of notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee, or exercising any trust or power conferred on the indenture trustee. However, the indenture trustee will have the right to decline to follow any such direction if the indenture trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with the indenture or the related indenture supplement, or if the indenture trustee in good faith determines that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the noteholders not taking part in such direction. The holder of any note will have the right to institute suit for the enforcement of payment of principal of and interest on such note on the legal maturity date expressed in such note, and such right will not be impaired without the consent of that noteholder; provided, however, that the obligation to pay principal of and interest on the notes or any other amount payable to any noteholder will be without recourse to the transferor, indenture trustee, owner trustee or any affiliate, or any officer, employee, member or director thereof, and the obligation of the issuing entity to pay principal of and interest on the notes or any other amount payable to any noteholder will

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be subject to the allocation and payment provisions in the transfer agreement and the applicable indenture supplement and limited to amounts available (after giving effect to such allocation and payment provisions) from the collateral pledged to secure the notes.

Generally, if an event of default occurs and any notes are accelerated, the indenture trustee is not obligated to exercise any of its rights or powers under the indenture (and any supplement thereto) unless the holders of affected notes offer the indenture trustee indemnity reasonably satisfactory to it. Any money or other property collected by the indenture trustee with respect to a series or class of notes after the occurrence of an event of default and acceleration under the indenture, will be applied first to the payment of all amounts due to the indenture trustee for fees, indemnities and expenses before any amount is used to pay amounts due on the notes.

The indenture trustee has agreed, and by accepting any note the noteholders will agree, that they will not at any time commence, or join in commencing, a bankruptcy case or other insolvency or similar proceedings under the laws of any jurisdiction against the issuing entity or the transferor.

Voting

Any action or vote to be taken by the holders of more than 66²⁄₃%, or other specified percentage, of any series or class of notes may be adopted by the affirmative vote of the holders of more than 66²⁄₃%, or the applicable other specified percentage, of the aggregate Outstanding Principal Amount of the outstanding notes of that series or class, as the case may be. For a description of noteholders’ voting, see “Risk Factors – Transaction Structure Risks – You may have limited or no ability to control actions under the indenture, the transfer agreement or the servicing agreement. This may result in, among other things, payment of principal being accelerated when it is beneficial to you to receive payment of principal on the expected final distribution date, or it may result in payment of principal not being accelerated when it is beneficial to you to receive early payment of principal.” For the avoidance of doubt, any vote associated with the direction of an asset representations review is not subject to the 66²⁄₃% threshold requirement discussed in this section.

Any action or vote taken at any meeting of holders of notes duly held in accordance with the indenture will be binding on all holders of the affected notes or the affected series or class of notes, as the case may be.

Notes held by the issuing entity, the transferor or any of their affiliates will not be deemed outstanding for purposes of voting or calculating a quorum at any meeting of noteholders.

Dispute Resolution

If a person (including any beneficial owner of a note) requests a repurchase (the “Requesting Party”) of any Receivable pursuant to their rights under a transaction document due to an alleged breach of a representation and warranty, and the repurchase request has not been fulfilled or otherwise resolved within 180 days of the receipt of such repurchase request by the party obligated for the repurchase (the “Repurchase Party”), then the Requesting Party will have the right, through the DTC communication procedures or otherwise, to refer the matter, at its discretion, to either mediation or third-party arbitration, and the Repurchase Party will agree to the selected resolution method.

If the Requesting Party selects mediation as the resolution method, the mediation will be administered by a nationally recognized mediation association mutually agreed upon by the Repurchase Party and the Requesting Party, and the fees and expenses of the mediation will be allocated as mutually agreed upon by the Repurchase Party and the Requesting Party as part of the mediation. If the Requesting Party selects arbitration as the resolution method, the arbitration will be administered by a nationally recognized arbitration association mutually agreed upon by the Repurchase Party and the Requesting Party. In its final determination, the arbitrator will allocate the costs and expenses of the arbitration.

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Any mediation or arbitration will be held in New York, New York, and no person may bring a putative or certified class action to arbitration. The details and/or existence of any unfulfilled repurchase request (unless the details and/or existence of any such unfulfilled repurchase request are otherwise publicly available), any informal meetings, mediations or arbitration proceedings, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives), unless such information is publicly available or is required to be disclosed by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information.

A Requesting Party may not initiate a mediation or arbitration as described above with respect to a receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right to join an existing mediation or arbitration with respect to that receivable if the mediator or arbitration has not yet concluded.

Amendments to the Indenture and the Indenture Supplements

The issuing entity and the indenture trustee may amend, supplement or otherwise modify the indenture or any indenture supplement without the consent of any noteholder upon delivery of an Issuer Tax Opinion as described under “ – Tax Opinions for Amendments” and upon delivery by the issuing entity to the indenture trustee of an officer’s certificate to the effect that the issuing entity reasonably believes that such amendment will not and is not reasonably expected to (i) result in the occurrence of an early amortization event or event of default for any series or class of notes, (ii) materially adversely affect the amount of funds available to be distributed to the noteholders of any series or class of notes or the timing of such distributions, or (iii) adversely affect the security interest of the indenture trustee in the collateral securing the outstanding notes in the issuing entity. Such amendments to the indenture or any indenture supplement may:

• evidence the succession of another entity to the issuing entity, and the assumption by such successor of the covenants of the issuing entity in the indenture and the notes;

• add to the covenants of the issuing entity, or provide for the surrender of any of the issuing entity’s rights or powers under the indenture (or any supplement thereto), for the benefit of the noteholders of any or all series or classes;

• cure any ambiguity, correct or supplement any provision in the indenture which may be inconsistent with any other provision in the indenture (or any supplement thereto), or make any other provisions for matters or questions arising under the indenture;

• add to the indenture certain provisions expressly permitted by the Trust Indenture Act of 1939, as amended;

• establish any form of note, and/or add to the rights of the holders of any series or class of notes;

• provide for the acceptance of a successor indenture trustee under the indenture for one or more series or classes of notes and add to or change any of the provisions of the indenture as will be necessary to provide for or facilitate the administration of the trusts under the indenture by more than one indenture trustee;

• add any additional early amortization events or events of default relating to any or all series or classes of notes;

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• if one or more transferors are added to, or replaced under, the transfer agreement or more beneficiaries are added to, or replaced under, the trust agreement, make any necessary changes to the indenture or any other related document;

• add assets to the issuing entity;

• provide for additional or alternative forms of credit enhancement for any series or class of notes;

• to comply with any regulatory, accounting or tax laws; or

• qualify for sale treatment under generally accepted accounting principles.

The indenture or any indenture supplement may also be amended to modify, eliminate, or add to the provisions of the indenture to (i) facilitate compliance with any amendment to, or any interpretive guidance by the FDIC or its staff with respect to, the FDIC Rule or any other change of law or regulation which applies to the issuing entity or the transactions governed by the transaction documents or (ii) cause the provisions of the indenture to conform to or be consistent with or in furtherance of the statements made herein with respect to the indenture; provided that the issuing entity will deliver to the indenture trustee and the owner trustee (x) an officer’s certificate to the effect that (A) such amendment will not have a material adverse effect on the noteholders or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation, or such amendment is required to cause the provisions of the indenture to conform or to be consistent with or in furtherance of the statements made herein with respect to the indenture, and (y) an Issuer Tax Opinion.

The indenture or any indenture supplement may also be amended without the consent of the indenture trustee or any noteholders upon delivery to the owner trustee and the indenture trustee of an Issuer Tax Opinion as described under “ – Tax Opinions for Amendments” for the purpose of adding provisions to, or changing in any manner or eliminating any of the provisions of, the indenture or any indenture supplement or of modifying in any manner the rights of the holders of the notes under the indenture or any indenture supplement; provided, however, that the issuing entity will (i) deliver to the indenture trustee and the owner trustee an officer’s certificate to the effect that the issuing entity reasonably believes that such amendment will not and is not reasonably expected to (a) result in the occurrence of an early amortization event or event of default for any series or class of notes, (b) materially adversely affect the amount of funds available to be distributed to the noteholders of any series or class of notes or the timing of such distributions, or (c) adversely affect the security interest of the indenture trustee in the collateral securing the outstanding notes and (ii) satisfy the Rating Agency Condition.

Additionally, the indenture or any indenture supplement may also be amended without the consent of the indenture trustee or any noteholders upon delivery to the owner trustee and the indenture trustee of an Issuer Tax Opinion as described under “ – Tax Opinions for Amendments,” to provide for (i) the establishment of multiple asset pools and the designation of assets to be included as part of specific asset pools or (ii) those changes necessary for compliance with securities law requirements; provided, however, that the issuing entity will (i) deliver to the indenture trustee and the owner trustee an officer’s certificate to the effect that the issuing entity reasonably believes that such amendment will not and is not reasonably expected to (a) result in the occurrence of an early amortization event or event of default for any series or class of notes, (b) materially adversely affect the amount of funds available to be distributed to the noteholders of any series or class of notes or the timing of such distributions, or (c) adversely affect the security interest of the indenture trustee in the collateral securing the outstanding notes and (ii) satisfy the Rating Agency Condition.

The indenture trustee may, but will not be obligated to, enter into any amendment which adversely affects the indenture trustee’s rights, duties, benefits, protections, privileges or immunities under the indenture (or any supplement thereto). In addition, any amendment that affects the owner trustee’s rights, duties, benefits, protections, privileges, immunities or indemnities under the indenture (or any supplement thereto) shall require the owner trustee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

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The issuing entity and the indenture trustee, upon delivery of an Issuer Tax Opinion as described under “ – Tax Opinions for Amendments,” may modify and amend the indenture or any indenture supplement, for reasons other than those stated in the prior paragraphs, with prior notice to each hired nationally recognized statistical rating organization that has rated any outstanding series or class of notes and the consent of the holders of more than 66²⁄₃% of the Outstanding Principal Amount of each series or class of notes affected by that modification or amendment. However, [subject to the deemed effectiveness of any determination, decision or election made in connection with a Benchmark Transition Event or a Benchmark Replacement as set forth in the Series 20[●]-[●] indenture supplement or in connection with any SOFR Adjustment Conforming Changes,] if the modification or amendment would result in any of the following events occurring, it may be made only with the consent of the holders of 100% of each outstanding series or class of notes affected by the modification or amendment:

• a change in any date scheduled for the payment of interest on any note or the expected final distribution date or legal maturity date of any note;

• a reduction in the Stated Principal Amount of, or interest rate on, any note, or a change in the method of computing the Outstanding Principal Amount, the Adjusted Outstanding Principal Amount, or the Allocation Amount in a manner that is adverse to any noteholder;

• a reduction in the amount of a discount note payable upon the occurrence of an early amortization event or other optional redemption or upon the acceleration of its legal maturity date;

• an impairment of the right to institute suit for the enforcement of any payment on any note;

• a reduction in the percentage in Outstanding Principal Amount of the notes of any outstanding series or class, the consent of whose holders is required for modification or amendment of the indenture, any indenture supplement or any related agreement or for waiver of compliance with provisions of the indenture or for waiver of defaults and their consequences provided for in the indenture;

• a modification of any of the provisions governing the amendment of the indenture or any indenture supplement or the issuing entity’s covenants not to claim rights under any law which would affect the covenants or the performance of the indenture or any indenture supplement, except to increase any percentage of noteholders required to consent to any such amendment or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding note affected by such modification;

• permission being given to create any lien or other encumbrance on the collateral ranking senior to the lien of the indenture;

• a change in the city or political subdivision so designated with respect to any series or class of notes where any principal of, or interest on, any note is payable; or

• a change in the method of computing the amount of principal of, or interest on, any note on any date.

The holders of more than 66²⁄₃% of the aggregate Outstanding Principal Amount of the outstanding notes of an affected series or class may, on behalf of all holders of notes of that series or class, waive any past default under the indenture or the indenture supplement relating to that series or class of notes. However, the consent of the holders of all outstanding notes of a series or class is required to waive any past default in the payment of principal of, or interest on, any note of that series or class or in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holders of each outstanding note of that series or class.

[Notwithstanding anything under this heading or in any other transaction document to the contrary, to the extent permitted by Trust Indenture Act of 1939, as amended, the Series 20[●]-[●] indenture supplement may be amended by the issuing entity without the consent of the indenture trustee, the owner trustee, any noteholder or any other person and without satisfying any other amendment provisions of the indenture or in any other transaction document solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by

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the administrator; provided, that the issuing entity has delivered notice of such amendment to each nationally recognized statistical rating organization hired to rate the Class A notes on or prior to the date such amendment is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the owner trustee’s or indenture trustee’s rights, indemnities or obligations without the owner trustee’s or indenture trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to the indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and the indenture may be amended more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.]

Tax Opinions for Amendments

No amendment to the indenture or any indenture supplement will be effective unless the issuing entity has delivered to the indenture trustee and the owner trustee an Issuer Tax Opinion.

Defeasance

If so specified in the indenture supplement relating to a series, the issuing entity may, at the transferor’s direction, terminate its substantive obligations in respect of that series or class of notes by irrevocably depositing with the indenture trustee, from funds other than Collections or other trust assets, cash or eligible investments or a combination thereof in an amount sufficient to pay and discharge all remaining scheduled interest and principal payments on the notes of that series or class on the dates scheduled for those payments. Before defeasance, the issuing entity must obtain a verification from an independent public accounting firm or verification agent that the escrow deposit is sufficient, deliver a tax opinion to the effect contemplated by clause (2) of the definition of the Issuer Tax Opinion and other legal opinions and an officer’s certificate as described in the indenture, and satisfy the Rating Agency Condition. After defeasance, that series or class will have an allocation amount of zero for platform allocations and reallocations, will cease to receive allocations of finance charge collections and principal collections, and will be excluded from applicable platform level triggers and tests to the extent provided in the related indenture supplement and the Rating Agency Condition is satisfied. Payments of principal and interest on the notes of a defeased series or class will be made solely from the related escrow account. The lien of the indenture on the collateral will be deemed released to the extent necessary to permit payment solely from the escrow account for that defeased series or class, and will continue in full force with respect to all other series and classes and all other collateral.

Addresses for Notices

Notices to holders of notes will be given by mail, facsimile, or electronic transmission, or personally delivered to the holders of notes, and sent to the addresses of the holders as they appear in the note register.

Investor Communication

Investor communications and the mechanics for initiating an asset representations review are addressed in the indenture. See “Sources of Funds to Pay the Notes — Asset Representation Review” and “– Asset Representations Review Voting” for the voting and review processes, including the 5% demand right, the 90-day demand window, the 150-day outside date for completing the vote, the verification of beneficial ownership and the timing of the review notice.

Following receipt of a written request during any Monthly Period from a noteholder seeking to communicate with other noteholders regarding exercising their contractual rights under the terms of the transaction documents, the issuing entity will include or will cause the transferor to include in its Form 10-D filing related to the Monthly Period in which such written request was received: (i) the name of the noteholder delivering such request, (ii) the date the request was received, (iii) a statement to the effect that the issuing entity

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has in fact received such request from a noteholder and that such noteholder is interested in communicating with other noteholders with regard to the possible exercise of rights under the transaction documents, and (iv) a description of the method that other noteholders may use to contact the requesting noteholder. Prior, however, to including the items set forth in clauses (i) – (iv) above in a Form 10-D filing, and if the noteholder is not the record holder of the notes, the issuing entity will have the right to request from the noteholder delivering the written request verification that such noteholder is in fact a holder of a beneficial interest in a note. Such verification may be in the form of (x) a written certification from such noteholder that it is a holder of beneficial interest in a note, and (y) one other form of documentation such as a trade confirmation, an account statement, a letter from the broker or dealer, or other similar document. The transferor will be responsible for any expenses in connection with the filing of its Form 10-D.

Issuing Entity’s Annual Compliance Statement

The issuing entity will be required to furnish annually to the indenture trustee a statement under the indenture (or any supplement thereto) that a review of the activities of the issuing entity during the applicable calendar year and of the issuing entity’s performance under the indenture and under the terms of the notes during that period has been made, and based on such review the issuing entity has complied in all material respects with all conditions and covenants under the indenture throughout such calendar year, or if there has been a material default in the fulfillment of any such condition or covenant (without regard to any grace period or requirement of notice), the issuing entity will specify each such default and the nature and status thereof.

Indenture Trustee’s Annual Report

To the extent required by the Trust Indenture Act of 1939, as amended, the indenture trustee will deliver each year to all registered noteholders a report concerning:

• its eligibility and qualifications to continue as trustee under the indenture;

• any amounts advanced by it under the indenture (or any supplement thereto);

• the amount, interest rate and maturity date or indebtedness owing by the issuing entity to it in the indenture trustee’s individual capacity;

• the property and funds physically held by it as indenture trustee;

• any release or release and substitution of collateral subject to the lien of the indenture that has not previously been reported; and

• any action taken by it that materially affects the notes and that has not previously been reported.

List of Noteholders

Three or more holders of notes of any series or class, each of whom has owned a note for at least six months, may, upon written request to the indenture trustee, obtain access to the current list of noteholders of the issuing entity for purposes of communicating with other noteholders concerning their rights under the indenture (or any supplement thereto) or the notes. The indenture trustee may elect not to give the requesting noteholders access to the list if it agrees to mail the desired communication or proxy to all applicable noteholders.

Reports

Monthly reports containing information on the notes and the collateral securing the notes will be filed with the Securities and Exchange Commission to the extent required by the SEC. These reports will not be sent to noteholders. See “Where You Can Find More Information” for information as to how these reports may be accessed.

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These reports, which will be prepared by the bank as servicer for each series, will include, among other things, the following information, to the extent applicable for the related month:

• certain information regarding the activity in the issuing entity (e.g., beginning and end of month Principal Receivables, total Receivables added, total Receivables removed, end of month Pool Balance, end of month Required Pool Balance, gross Default Amount, end of month number of accounts, etc.);

• certain delinquency and loss information, including the annualized net default rate;

• certain information regarding Collections during the related month, including the principal payment rate and the Trust Portfolio yield;

• the Floating Allocation Percentage, shared excess Finance Charge Collections, the Principal Allocation Percentage, Reallocated Principal Collections and shared excess Principal Collections;

• interest to be paid on the corresponding Distribution Date;

• principal to be paid on the corresponding Distribution Date, if any; and

• the Allocation Amount for the related series.

On or before January 31 of each calendar year, the paying agent, on behalf of the indenture trustee, will furnish to each person who at any time during the prior calendar year was a noteholder of record a statement containing the information required to be provided by an issuer of indebtedness under the Internal Revenue Code. See “Federal Income Tax Consequences.”

DTC Voting Guidelines

DTC uses a proxy service for voting purposes. Once DTC is notified, it creates an electronic proxy. DTC transfers the right to vote with respect to the related securities via the proxy to the DTC participants that hold positions with respect to the securities in question as of the record date. A DTC participant is then responsible for informing the beneficial owner of any action that requires a vote. The beneficial owner instructs the DTC participant via a proxy card or voting instruction form how to vote their interest, and the DTC participant then casts the vote in accordance with the instructions from the beneficial owner.

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Federal Income Tax Consequences

General

The following summary describes the material United States federal income tax consequences of the purchase, ownership and disposition of an interest in the notes offered by this prospectus (referred to in this “Federal Income Tax Consequences” section as the “notes”). The following summary has been prepared and reviewed by Orrick, Herrington & Sutcliffe LLP as special tax counsel to the issuing entity (“Special Tax Counsel”). The summary is based on the Internal Revenue Code as in effect on the date hereof, and existing final, temporary and proposed Treasury Regulations, revenue rulings and judicial decisions, all of which are subject to prospective and retroactive changes. The summary deals only with interests in notes held by investors unrelated to the issuing entity as capital assets within the meaning of Section 1221 of the Internal Revenue Code and, except as specifically set forth below, does not address tax consequences of holding interests in notes that may be relevant to investors in light of their own investment circumstances or their special tax situations, such as certain financial institutions, tax-exempt organizations, life insurance companies, dealers in securities, non-U.S. persons, or investors holding interests in the notes as part of a conversion transaction, as part of a hedge or hedging transaction, or as a position in a straddle for tax purposes. Further, this discussion does not address alternative minimum tax consequences or any tax consequences to holders of equity interests in a holder of an interest in a note. Special Tax Counsel is of the opinion that the following summary of United States federal income tax consequences is correct in all material respects. An opinion of Special Tax Counsel, however, is not binding on the Internal Revenue Service or the courts, and no ruling on any of the issues discussed below will be sought from the Internal Revenue Service. Moreover, there are no authorities on similar transactions involving interests issued by an entity with terms similar to those of the notes described in this prospectus. Further, note owners should be aware that this summary and the opinions contained herein may not be able to be relied upon to avoid any income tax penalties that may be imposed with respect to the notes. Accordingly, it is suggested that persons considering the purchase of an interest in notes should consult their own tax advisors with regard to the United States federal income tax consequences of an investment in an interest in the notes and the application of United States federal income tax laws, as well as the laws of any state, local or foreign taxing jurisdictions, to their particular situations.

Description of Opinions

As more fully described in this “Federal Income Tax Consequences” section, on the closing date, Special Tax Counsel will deliver an opinion, subject to the assumptions and qualifications therein, to the effect that the issuing entity will not be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, and further that, except as described below, the notes will be characterized as debt for United States federal income tax purposes. Additionally, Special Tax Counsel is of the opinion generally to the effect that the statements set forth in this section, to the extent that they constitute matters of law or legal conclusions, are correct in all material respects.

Special Tax Counsel has not been asked to opine on any other United States federal income tax matter, and the balance of this discussion does not purport to set forth any opinion of Special Tax Counsel concerning any other particular United States federal income tax matter. For example, the discussion of original issue discount below is a general discussion of United States federal income tax consequences relating to an investment in notes that are treated as having original issue discount, which discussion Special Tax Counsel opines is correct in all material respects as described above; however, that discussion does not set forth any opinion as to whether any particular series of notes will be treated as having original issue discount. Additionally, those matters as to which Special Tax Counsel renders opinions should be understood to be subject to the additional considerations in the discussions relating to those opinions set forth below.

Special Tax Counsel has not been asked to, and does not, render any opinion regarding the state or local income tax consequences of the purchase, ownership and disposition of a beneficial interest in the notes. See “ – State and Local Tax Consequences.”

This description of the substance of the opinions rendered by Special Tax Counsel is not intended as a substitute for an investor’s review of the remainder of this discussion of income tax consequences, or for consultation with its own advisors or tax return preparer.

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Tax Characterization of the Issuing Entity and the Notes

Treatment of the Issuing Entity as an Entity Not Subject to Tax

On the closing date, Special Tax Counsel will deliver an opinion, subject to the assumptions and qualifications therein, to the effect that, although no transaction closely comparable to that contemplated herein has been the subject of any Treasury regulation, revenue ruling or judicial decision, the issuing entity will not be classified as an association or as a publicly traded partnership taxable as a corporation for United States federal income tax purposes. However, as discussed above, this opinion is not binding on the Internal Revenue Service and no assurance can be given that this characterization will prevail.

The precise tax characterization of the issuing entity for United States federal income tax purposes is not certain. It might be viewed as merely holding assets on behalf of the transferor as collateral for notes issued by the transferor. On the other hand, it could be viewed as one or more separate entities for tax purposes issuing the notes. This distinction, however, should not have a significant tax effect on holders of interests in notes except as stated under “ – Possible Alternative Characterizations.”

Treatment of the Notes as Debt

On the closing date, Special Tax Counsel will deliver an opinion, subject to the assumptions and qualifications therein, to the effect that, although no transaction closely comparable to that contemplated herein has been the subject of any Treasury regulation, revenue ruling or judicial decision, the notes (other than notes while beneficially owned after the closing date by the issuing entity or a person treated as the same person as the issuing entity for United States federal income tax purposes) will be characterized as debt for United States federal income tax purposes. Additionally, the issuing entity will agree by entering into the indenture, and the holders of interests in the notes will agree by their purchase and holding of an interest in the notes, to treat the notes as debt secured by the Receivables and other assets of the issuing entity for United States federal income tax purposes.

Possible Alternative Characterizations

If, contrary to the opinion of Special Tax Counsel, the Internal Revenue Service successfully asserted that a series or class of notes did not represent debt for United States federal income tax purposes, those notes might be treated as equity interests in the issuing entity or some other entity for such purposes. If so treated, investors could be treated either as partners in a partnership or, alternatively, as shareholders in a taxable corporation for such purposes. If an investor were treated as a partner in a partnership, it would be taxed individually on its respective share of the partnership’s income, gain, loss, deductions and credits attributable to the partnership’s ownership of the Receivables and other assets and liabilities of the partnership without regard to whether there were actual distributions of that income. As a result, the amount, timing, character and source of items of income and deduction of an investor could differ if its interest in notes were held to constitute a partnership interest rather than debt. Treatment of a holder of an interest in notes as a partner could have adverse tax consequences to certain holders; for example, absent an applicable exemption, income allocable to foreign persons would be subject to United States tax and United States tax return filing and withholding requirements, and individual holders might be subject to certain limitations on their ability to deduct their share of partnership expenses (e.g., to the extent partnership expenses are treated as investment expenses generally individuals are not entitled to a deduction of these expenses; on the other hand, to the extent the partnership expenses are treated as allocable to a trade or business, the amount or value of interest expense deductions available to individual holders may be limited under the rules of Section 163(j) of the Internal Revenue Code). Further, certain withholding obligations may apply with respect to amounts realized on a disposition of a note by a foreign partner.

If the issuing entity were treated as a partnership for United States federal income tax purposes, audit rules would generally apply to such partnership. Under these rules, unless an entity elects otherwise, taxes arising from audit adjustments are required to be paid by the entity rather than by its partners or members. It is unclear to what extent any elections under these rules will be available to the issuing entity and how any such elections may affect the procedural rules available to challenge any audit adjustment that would otherwise be available in the absence of any such elections. Prospective investors are urged to consult with their tax advisors regarding the possible effect of these rules.

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Alternatively, the Internal Revenue Service could contend that some or all of the notes, or separately some of the other securities that the issuing entity has issued or is permitted to issue (and which are permitted to constitute debt or equity for United States federal income tax purposes), constitute equity in a partnership that should be classified as a publicly traded partnership taxable as a corporation for United States federal income tax purposes. A partnership would be classified as a publicly traded partnership and could be taxable as a corporation if its equity interests were traded on an “established securities market,” or are “readily tradable” on a “secondary market” or its “substantial equivalent.” The transferor intends to take measures designed to reduce the risk that the issuing entity could be classified as a publicly traded partnership; although the transferor expects that such measures will ultimately be successful, certain of the actions that may be necessary for avoiding the treatment of such other securities as “readily tradable” on a “secondary market” or its “substantial equivalent” are not fully within the control of the transferor. As a result, there can be no assurance that the measures the transferor intends to take will in all circumstances be sufficient to prevent the issuing entity from being classified as a publicly traded partnership. If the issuing entity were treated in whole or in part as one or more publicly traded partnerships taxable as a corporation, corporate tax imposed with respect to such corporation could materially reduce cash available to make payments on the notes, and foreign investors could be subject to withholding taxes. Additionally, no distributions from the corporation would be deductible in computing the taxable income of the corporation, except to the extent that any notes or other securities were treated as debt of the corporation and distributions to the related holder of an interest in notes or other security holders were treated as payments of interest thereon.

Further, distributions to a holder of an interest in notes not treated as holding debt would be dividend income to the extent of the current and accumulated earnings and profits of the corporation (possibly without the benefit of any dividends received deduction). Prospective investors should consult their own tax advisors with regard to the consequences of possible alternative characterizations to them in their particular circumstances; the following discussion assumes that the characterization of the notes as debt and the issuing entity as an entity other than an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes is correct.

Consequences to Holders of an Interest in the Offered Notes

Interest and Original Issue Discount

Subject to the discussion in the immediately following paragraph, stated interest on a note will be includible in gross income as it accrues or is received in accordance with the usual method of tax accounting of a holder of an interest in notes. If the notes are issued with original issue discount, the provisions of Sections 1271 through 1273 and 1275 of the Internal Revenue Code will apply to those notes. Under those provisions, a holder of an interest in such a note (including a cash basis holder) would be required to include the original issue discount on an interest in a note in income for United States federal income tax purposes on a constant yield basis, resulting in the inclusion of original issue discount in income in advance of the receipt of cash attributable to that income. Subject to the discussion below, an interest in a note will be treated as having original issue discount to the extent that its “stated redemption price” exceeds its “issue price,” if such excess equals or exceeds a “de minimis” amount equal to 0.25 percent multiplied by the weighted average life of the note (determined by taking into account the number of complete years following issuance until payment is made for each partial principal payment). Under Section 1272(a)(6) of the Internal Revenue Code, special provisions apply to debt instruments on which payments may be accelerated due to prepayments of other obligations securing those debt instruments. However, no regulations have been issued interpreting those provisions, and the manner in which those provisions would apply to the notes is unclear, but the application of Section 1272(a)(6) could affect the rate of accrual of original issue discount and could have other consequences to holders of interests in the notes. Additionally, the Internal Revenue Service could take the position based on Treasury Regulations that none of the interest payable on an interest in a note is “unconditionally payable” and hence that all of such interest should be included in its stated redemption price at maturity. If sustained, such treatment should not significantly affect tax liabilities for most holders of the notes, but prospective investors should consult their own tax advisors concerning the impact to them in their particular circumstances. The issuing entity intends to take the position that interest on the notes constitutes “qualified stated interest” and that the above consequences do not apply.

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Market Discount

A holder of an interest in a note who purchases its interest at a discount that exceeds any original issue discount not previously includible in income may be subject to the “market discount” rules of Sections 1276 through 1278 of the Internal Revenue Code. These rules provide, in part, that gain on the sale or other disposition of a note and partial principal payments on a note are treated as ordinary income to the extent of accrued market discount. The market discount rules also provide for deferral of interest deductions with respect to debt incurred to purchase or carry a note that has market discount.

Market Premium

A holder of an interest in a note who purchases its interest at a premium (generally, an excess of the holder’s acquisition cost over the amount payable at maturity) may elect to amortize the premium against interest income over the remaining term of the note in accordance with the provisions of Section 171 of the Internal Revenue Code.

Disposition of an Interest in the Notes; Defeasance

Subject to exceptions such as in the case of “wash sales,” upon the sale, exchange or retirement of an interest in a note, the holder of such interest will recognize taxable gain or loss in an amount equal to the difference between the amount realized on the disposition (other than amounts attributable to accrued interest not previously included in income) and the holder’s adjusted tax basis in its interest in the note. A taxable exchange of an interest in a note could also occur as a result of our substitution of money or investments for the receivables in the Trust Portfolio. See “The Indenture – Defeasance” in this prospectus. The holder’s adjusted tax basis in its interest in the note generally will equal the cost of the interest in the note to such holder, increased by any market or original issue discount previously included in income by such holder with respect to the note, and decreased by the amount of any bond premium previously amortized and any payments of principal or original issue discount previously received by such holder with respect to such note. Except to the extent of any accrued market discount not previously included in income, any such gain will be treated as capital gain which is long-term capital gain if the interest in the note has been held for more than one year, and any such loss will be a capital loss, subject to limitations on deductibility.

Potential Acceleration of Income

An accrual method taxpayer that prepares an “applicable financial statement” (as defined in Section 451 of the Internal Revenue Code, which includes any GAAP financial statement, Form 10-K annual statement, audited financial statement or a financial statement filed with any federal agency for non-tax purposes) generally would be required to include certain items of income such as original issue discount and possibly de minimis original issue discount in gross income no later than the time such amounts are reflected on such a financial statement. This could result in an acceleration of income recognition for income items differing from the above description. The U.S. Treasury Department released final Treasury Regulations that exclude from this rule any item of gross income for which a taxpayer uses a special method of accounting required by certain sections of the Internal Revenue Code, including income subject to the timing rules for OID and de minimis OID, income under the contingent payment debt instrument rules, income under the variable rate debt instrument rules, and market discount (including de minimis market discount). Prospective investors should consult their tax advisors with regard to these rules.

3.8% Medicare Tax

Certain non-corporate United States persons will be subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include the interest payments and any gain realized with respect to the notes, less certain deductions. United States persons should consult their tax advisors with respect to any consequences of this 3.8% Medicare tax.

Foreign Holders

Under United States federal income tax law now in effect, subject to exceptions applicable to certain types of interest, payments of interest by the issuing entity to a holder of an interest in a note who is not a United States

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person within the meaning of Section 7701(a)(30) of the Internal Revenue Code (a “foreign person”) will be considered “portfolio interest” and will not be subject to United States federal income tax or withholding tax provided the interest is not effectively connected with the conduct of a trade or business within the United States by the foreign person and the foreign person (i) is not for United States federal income tax purposes (a) actually or constructively a “10 percent shareholder” of the transferor or the issuing entity, (b) a “controlled foreign corporation” with respect to which the transferor or the issuing entity is a “related person” within the meaning of the Internal Revenue Code, or (c) a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business, and (ii) provides the person who is otherwise required to withhold United States tax with respect to the notes with an appropriate statement (on IRS Form W-8BEN or W-8BEN-E (or applicable successor form) or a substitute form), signed under penalties of perjury, certifying that the beneficial owner of the note is a foreign person and providing the foreign person’s name, address and certain additional information. If a note is held through a securities clearing organization or certain other financial institutions, the organization or institution may provide the relevant signed statement to the withholding agent; in that case, however, the signed statement must be accompanied by an IRS Form W-8BEN or W-8BEN-E (or applicable successor form) or substitute form provided by the foreign person that owns the interest in the note. Special rules apply to partnerships, estates and trusts, and in certain circumstances certifications as to foreign status and other matters may be required to be provided by partners and beneficiaries thereof. If such interest is not portfolio interest, then it will be subject to United States federal income and withholding tax at a rate of 30%, unless reduced or eliminated pursuant to an applicable tax treaty or such interest is effectively connected with the conduct of a trade or business within the United States and, in either case, the appropriate statement has been provided.

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of an interest in a note by a foreign person will be exempt from United States federal income tax and withholding tax, provided that (i) such gain is not effectively connected with the conduct of a trade or business in the United States by the foreign person, (ii) in the case of an individual foreign person, such individual is not present in the United States for 183 days or more in the taxable year and (iii) certain other conditions are satisfied.

Holders of interests in notes should consult their tax advisors regarding the procedures whereby they may establish an exemption from withholding.

Backup Withholding and Information Reporting

Payments of principal and interest, as well as payments of proceeds from the sale, retirement or disposition of an interest in a note, may be subject to “backup withholding” tax under Section 3406 of the Internal Revenue Code if a recipient of such payments fails to furnish to the payor certain identifying information. Any amounts deducted and withheld would be allowed as a credit against such recipient’s United States federal income tax, provided appropriate proof is provided under rules established by the Internal Revenue Service. Furthermore, certain penalties may be imposed by the Internal Revenue Service on a recipient of payments that is required to supply information but that does not do so in the proper manner. Backup withholding will not apply with respect to payments made to certain exempt recipients, such as corporations and financial institutions. Information may also be required to be provided to the Internal Revenue Service concerning payments, unless an exemption applies. Holders of interests in the notes should consult their tax advisors regarding their qualification for exemption from backup withholding and information reporting and the procedure for obtaining such an exemption.

Foreign Account Tax Compliance Act

Holders of interests in notes that are not United States persons should be aware of legislation commonly known as FATCA and related administrative guidance that impose a 30% United States withholding tax on certain payments (including interest payments in respect of notes and, under rules previously scheduled to take effect beginning January 1, 2019, gross proceeds, including the return of principal, from the sale or other disposition, including redemptions, of notes) made to a non-United States entity that fails to take required steps to provide information regarding its “United States accounts” or its direct or indirect “substantial United States owners,” as applicable, or to certify that it has no such accounts or owners. Various exceptions are provided under the legislation and related administrative guidance. Treasury Regulations have been published in proposed form that eliminate withholding on payments of gross proceeds from such dispositions. Pursuant to these proposed Treasury Regulations, the issuing entity and any withholding agent may rely on this change to FATCA withholding until the final Treasury

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Regulations are issued. To comply with the requirements of FATCA, the issuing entity or the paying agent may, in appropriate circumstances, require holders of interests in notes to provide information and tax documentation regarding their direct and indirect owners. The issuing entity will not be obligated to pay any additional amounts to “gross up” payments to holders of interests in notes as a result of any withholding or deduction for, or on account of, any present or future taxes, duties, assessments or government charges with respect to payments in respect of the notes. Prospective investors should consult their own tax advisors regarding the application and impact of FATCA based upon their particular circumstances.

The United States federal income tax discussion set forth above may not be applicable depending upon the particular tax situation of a holder of an interest in the notes, and does not purport to address the issues described with the degree of specificity that would be provided by a taxpayer’s own tax advisor. Accordingly, it is suggested that prospective investors should consult their own tax advisors with respect to the tax consequences to them of the purchase, ownership and disposition of an interest in the notes and the possible effects of changes in federal tax laws.

State and Local Tax Consequences

The discussion above does not address the taxation of the issuing entity or the tax consequences of the purchase, ownership or disposition of an interest in the notes under any state or local tax law. The activities to be undertaken by the servicer in servicing and collecting on the receivables will take place throughout the United States and, therefore, many different state and local tax regimes potentially apply to different portions of these transactions. Additionally, it is possible a state or local jurisdiction may assert its right to impose tax on the issuing entity with respect to its income related to receivables collected from customers located in such jurisdiction. It is also possible that a state may require that a holder treated as an equity-owner (including non-resident holders) file state income tax returns with the state pertaining to income from receivables collected from customers located in such state (and may require withholding on related income). Certain states have also recently enacted partnership audit rules that mirror or connect with the audit rules that now apply to partnerships for United States federal income tax purposes, and similar considerations apply to those state partnership audit rules as apply to the current federal partnership audit rules. It is suggested that each investor should consult its own tax advisor regarding state and local tax consequences.

Certain Considerations for ERISA and Other U.S. Benefit Plans

Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit Benefit Plans from engaging in certain transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under the Internal Revenue Code with respect to such Benefit Plan. A violation of these “prohibited transaction” rules may result in an excise tax or other penalties and liabilities under ERISA and the Internal Revenue Code for such persons or the fiduciaries of such Benefit Plan. In addition, Title I of ERISA requires fiduciaries of a Benefit Plan subject to ERISA to make investments that are prudent, diversified and in accordance with the governing plan documents. Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) are not subject to the fiduciary and prohibited transaction provisions of ERISA or Section 4975 of the Internal Revenue Code. However, such plans may be subject to similar restrictions under applicable Similar Law.

Certain transactions involving the issuing entity might be deemed to constitute prohibited transactions under ERISA and the Internal Revenue Code with respect to a Benefit Plan that acquired the notes (other than notes beneficially owned after the closing date by the issuing entity or a person treated as the same person as the issuing entity for United States federal income tax purposes) offered pursuant to this prospectus if assets of the issuing entity were deemed to be assets of the Benefit Plan. Under a regulation issued by the U.S. Department of Labor, as modified by Section 3(42) of ERISA (the “Regulation”), the assets of the issuing entity would be treated as plan assets of a Benefit Plan for the purposes of ERISA and the Internal Revenue Code only if the Benefit Plan acquired an “equity interest” in the issuing entity and none of the exceptions to plan assets contained in the Regulation were applicable. An equity interest is defined under the Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. Although there is little guidance on the subject, it is anticipated that, at the time of their issuance, the notes should be treated as indebtedness of the issuing entity without substantial equity features for purposes of the Regulation. This determination is based upon the traditional debt features of the notes, including the reasonable expectation of purchasers of notes that the notes will be

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repaid when due, traditional default remedies, as well as on the absence of conversion rights, warrants and other typical equity features. The debt treatment of the notes for ERISA purposes could change subsequent to their issuance if the issuing entity incurs losses. In the event of a withdrawal or downgrade to below investment grade of the rating of the notes or a characterization of the notes as other than indebtedness under applicable local law, the subsequent acquisition of the notes or interest therein by a Benefit Plan or other employee benefit plan subject to Similar Law is prohibited.

Without regard to whether the notes are treated as an equity interest in the issuing entity for purposes of the Regulation, the acquisition or holding of notes by or on behalf of a Benefit Plan could be considered to give rise to a prohibited transaction if the issuing entity, the bank, the transferor, the servicer, the underwriters, another party with an economic relationship to the issuing entity or any of their respective affiliates (the “Transaction Parties”) is or becomes a party in interest or a disqualified person with respect to such Benefit Plan. Certain exemptions from the prohibited transaction rules could be applicable to the acquisition and holding of notes by a Benefit Plan depending on the type and circumstances of the plan fiduciary making the decision to acquire such notes and the relationship of the party in interest or disqualified person to the Benefit Plan. Included among these exemptions are: Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code for certain transactions between a Benefit Plan and persons who are parties in interest or disqualified persons solely by reason of providing services to the Benefit Plan or being affiliated with such service providers; Prohibited Transaction Class Exemption (“PTCE”) 96-23, regarding transactions effected by “in-house asset managers”; PTCE 95-60, regarding investments by insurance company general accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 90-1, regarding investments by insurance company pooled separate accounts; and PTCE 84-14, regarding transactions effected by “qualified professional asset managers”. Even if the conditions specified in one or more of these exemptions are met, the scope of the relief provided by these exemptions might or might not cover all acts which might be construed as prohibited transactions. There can be no assurance that any of these, or any other exemption, will be available with respect to any particular transaction involving the notes, and prospective purchasers that are Benefit Plans should consult with their legal advisors regarding the applicability of any such exemption.

As described in this prospectus, the Transaction Parties may receive fees or other compensation as a result of a Benefit Plan’s or any other employee benefit plan’s acquisition of the notes. Accordingly, none of the Transaction Parties are undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the acquisition of any of the notes by any Benefit Plan or any other employee benefit plan.

By acquiring a note (or interest therein), each purchaser and transferee (and its fiduciary, if applicable) is deemed to represent, warrant and covenant that either (a) such purchaser or transferee is not, and is not acting on behalf of or with the assets of, a Benefit Plan or a governmental, non-U.S. or church plan that is subject to Similar Law or (b)(i) the notes are rated at least “BBB-” or its equivalent by a nationally recognized statistical rating organization at the time of purchase or transfer and (ii) the acquisition, holding and disposition of the note (or interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code or a violation of any Similar Law.

If the issuing entity determines that a holder or beneficial owner of the notes has breached any of the foregoing representations and warranties, the issuing entity will have the right, at its option, to require such person to dispose of its notes to a person or entity that is qualified to hold such notes immediately upon receipt of a notice from the issuing entity that the relevant holder or beneficial owner has breached such representations and warranties.

A plan fiduciary or trustee, as applicable, considering the acquisition of the notes should consult its legal advisors regarding the matters discussed above and other applicable legal requirements.

Tax Consequences to Benefit Plans

In general, assuming the notes are debt for federal income tax purposes, interest income on notes would not be taxable to Benefit Plans that are tax-exempt under the Internal Revenue Code, unless the notes were “debt-financed property” because of borrowings by the Benefit Plan itself. However, if, contrary to the opinion of Special Tax Counsel, for federal income tax purposes, the notes are equity interests in a partnership and the partnership is viewed as having other outstanding debt, then all or part of the interest income on the notes would be taxable to the Benefit

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Plan as “debt-financed income.” Benefit Plans should consult their tax advisors concerning the tax consequences of purchasing notes.

Plan of Distribution

The issuing entity may offer and sell the notes in any of three ways:

• directly to one or more purchasers;

• through agents; or

• through underwriters.

Any underwriter or agent that offers the notes may be an affiliate of the issuing entity, and offers and sales of notes may include secondary market transactions by affiliates of the issuing entity. These affiliates may act as principal or agent in secondary market transactions. Secondary market transactions will be made at prices related to prevailing market prices at the time of sale.

Dealer trading may take place in some of the notes, including notes not listed on any securities exchange. Direct sales may be made on a national securities exchange or otherwise. If the issuing entity, directly or through agents, solicits offers to purchase notes, the issuing entity reserves the sole right to accept and, together with its agents, to reject in whole or in part any proposed purchase of notes.

The issuing entity may change any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. If indicated in a prospectus, the issuing entity will authorize underwriters or agents to solicit offers by certain institutions to purchase securities from the issuing entity pursuant to delayed delivery contracts providing for payment and delivery at a future date.

Any of the bank, BFF or any of their affiliates may retain notes of a series or class upon initial issuance and may sell them on a subsequent date. Offers to purchase notes may be solicited directly by any of the bank, BFF or any of their affiliates and sales may be made by any of the bank, BFF or any of their affiliates to institutional investors or others deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, with respect to any resale of the securities.

Any underwriter or agent participating in the distribution of securities, including notes offered by this prospectus, may be deemed to be an underwriter of those securities under the Securities Act of 1933 and any discounts or commissions received by it and any profit realized by it on the sale or resale of the securities may be deemed to be underwriting discounts and commissions.

The transferor, the bank and the issuing entity may agree to indemnify underwriters, agents and their controlling persons against certain civil liabilities, including liabilities under the Securities Act of 1933 in connection with their participation in the distribution of the issuing entity’s notes.

It is expected that delivery of the notes will be made against payment therefor on or about the closing date. Rule 15c6-1 of the SEC under the Securities Exchange Act generally requires trades in the secondary market to settle in one Business Day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date hereof will be required, by virtue of the fact that the notes initially will settle more than one Business Day after the date hereof, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. It is suggested that purchasers of notes who wish to trade notes on the date hereof consult their own advisors.

Underwriters and agents participating in the distribution of the notes, and their controlling persons, may engage in transactions with and perform services for the bank, the transferor, the issuing entity or their respective affiliates in the ordinary course of business.

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Legal Matters

Certain legal matters relating to the issuance of the notes will be passed upon for the bank, the transferor and the issuing entity by Joseph L. Motes III. In addition, an opinion regarding the legality of the notes being offered has been provided by Orrick, Herrington & Sutcliffe LLP and filed as an exhibit to the registration statement relating to the notes. Certain other legal matters will be passed upon for the transferor and the issuing entity by Orrick, Herrington & Sutcliffe LLP. Certain legal matters will be passed upon for any underwriters, agents or dealers by Morgan, Lewis & Bockius LLP. Certain federal income tax matters will be passed upon for the transferor by Orrick, Herrington & Sutcliffe LLP. In addition, an opinion relating to federal income tax matters with respect to the issuance of the notes has been provided by Orrick, Herrington & Sutcliffe LLP and filed as an exhibit to the registration statement relating to the notes.

Where You Can Find More Information

We filed a registration statement relating to the notes with the Securities and Exchange Commission (SEC). This prospectus is part of the registration statement, but the registration statement includes additional information.

We will file with the SEC all required annual reports on Form 10-K, periodic reports on Form 10-D and current reports on Form 8-K. The reports described under “Certain Matters Regarding the Servicer and the Administrator – Evidence as to Compliance” will be filed as exhibits to our annual report on Form 10-K.

Our SEC filings are also available to the public on the SEC Internet Web site (http://www.sec.gov). Our SEC filings may be located by using the SEC Central Index Key (CIK) for Bread Financial Card Issuance Trust, 0002142974. For purposes of any electronic version of this prospectus, the preceding uniform resource locator, or URL, is an inactive textual reference only.

We “incorporate by reference” information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. In all cases, you should rely on the later information over different information included in this prospectus. We incorporate by reference any future monthly reports on Form 10-D and current reports on Form 8-K subsequently filed by or on behalf of the issuing entity until we terminate our offering of the notes.

Reports that we file with the SEC pursuant to the Securities Exchange Act will not be made available on the sponsor’s or the servicer’s website because those reports are available to the public on the SEC Internet Web site as described above and are available, at no cost, by writing or calling us at as described in the immediately following paragraph.

As a recipient of this prospectus, you may request a copy of any document we incorporate by reference, except exhibits to the documents (unless the exhibits are specifically incorporated by reference), at no cost, by writing or calling us at: Bread Financial, 3095 Loyalty Circle, Columbus, Ohio 43219, telephone: (614) 729-4000.

In addition, the indenture trustee will make each monthly statement available to the noteholders via the indenture trustee’s internet website at https://pivot.usbank.com.

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Glossary of Defined Terms

“60-Day Delinquent Receivable” has the meaning described in “Sources of Funds to Pay the Notes – Asset Representations Review – Maximum Delinquency Percentage.”

“Account Removal” has the meaning specified in “Annex I: The Selected Portfolio and the Trust Portfolio – General.”

“Accumulation Reserve Account” means the Eligible Deposit Account designated as such and established pursuant to the Series 20[●]-[●] indenture supplement.

“Accumulation Reserve Account Funding Date” has the meaning described in “Deposit and Application of Funds – Deposits to the Accumulation Reserve Account.”

“Accumulation Reserve Draw Amount” means the excess, if any, of the Covered Amount for such Distribution Date over the investment proceeds on the Principal Funding Account for such Distribution Date.

“Additional Accounts” means each credit card account in any Approved Portfolio established pursuant to an account agreement between the bank and any person (or, in the case of an acquired portfolio, between a prior account owner and any person), which account is an Eligible Account designated to be included in the Portfolio of the issuing entity and whose Receivables are transferred to the issuing entity as described in “Sources of Funds to Pay the Notes – Addition of Assets.”

“Adjusted Outstanding Principal Amount” means, at any time for any series or class of notes, the Outstanding Principal Amount of all outstanding notes of such series or class at that time, less any funds then on deposit with respect to principal in any issuing entity account for such series or class.

“AIFM Regulations” has the meaning specified in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the notes in the secondary market.”

“Allocation Amount” has the meaning described in “The Notes – Stated Principal Amount, Outstanding Principal Amount, Adjusted Outstanding Principal Amount and Allocation Amount – Allocation Amount.”

“Approved Portfolio” means (a) the bank’s proprietary credit card program accounts and (b) the accounts in any co-brand or private-label credit card program that has been designated as an Approved Portfolio under the transfer agreement. Once a program is designated as an Approved Portfolio, it remains an Approved Portfolio even if the related brand partner is later renamed or rebranded.

“Asset Representations Reviewer Losses” has the meaning specified in “Sources of Funds to Pay the Notes – Asset Representations Review – Asset Representations Review Agreement.”

“Automatic Additional Account” means each credit card account in any Approved Portfolio established on or after the related designation date pursuant to an account agreement, which account is an Eligible Account included automatically in the issuing entity’s Portfolio and whose Receivables are transferred to the issuing entity as they arise, subject to the eligibility criteria and other conditions described under “Sources of Funds to Pay the Notes – Addition of Assets.”

“Base Rate” means, with respect to any Distribution Date, the sum of (i) the annualized percentage equivalent of a fraction, the numerator of which is equal to the sum of the Class A Monthly Interest and the Class B Monthly Interest for such Distribution Date and the denominator of which is the Outstanding Principal Amount as of the Record Date for such Distribution Date and (ii) the Servicing Fee Percentage for such Distribution Date.

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“BCL” has the meaning specified in “The Notes – Clearstream Banking.”

[“Benchmark” has the meaning described in “The Notes – Interest Payments.”]

[“Benchmark Replacement” has the meaning described in “The Notes – Interest Payments.”]

[“Benchmark Replacement Adjustment” has the meaning described in “The Notes – Interest Payments.”]

[“Benchmark Replacement Conforming Changes” has the meaning described in “The Notes – Interest Payments.”]

[“Benchmark Replacement Date” has the meaning described in “The Notes – Interest Payments.”]

[“Benchmark Transition Event” has the meaning described in “The Notes – Interest Payments.”]

“Benefit Plan” has the meaning described in “Prospectus Summary – Certain Considerations for ERISA and Other U.S. Benefit Plans.”

“BFF” has the meaning specified in “Transaction Parties – The Depositor and Transferor.”

“BFPI” has the meaning specified in “Certain Matters Regarding the Servicer and the Administrator – Comenity Servicing LLC.”

“BNY” has the meaning specified in “Transaction Parties – The Owner Trustee.”

“Bread Financial” has the meaning specified in “Risk Factors – Business Risks Relating to the Bank’s Credit Card Business – Technology transformation projects are complex undertakings, which may result in unanticipated consequences that may adversely impact the bank’s credit card business.”

“Bread Servicing” has the meaning specified in “The Bank’s Credit Card Business – Servicing Procedures.”

“Business Day” means any day other than: (i) a Saturday or a Sunday or (ii) a day on which banking institutions in New York, New York, or the city where the corporate trust office is located, are authorized or obligated by law, executive order or governmental decree to be closed; provided, that for purposes of any particular series or class of notes, the applicable indenture supplement may specify different or additional requirements.

“CARD Act” has the meaning specified in “Risk Factors – Other Legal and Regulatory Risks – Changes to consumer protection laws, regulations and regulatory agencies interpretations of those laws and regulations, may impede origination or collection efforts, change account holder use patterns, or reduce collections, any of which may result in acceleration of or reduction in payment on your notes.”

“CCCA” has the meaning specified in “Risk Factors – Other Legal and Regulatory Risks – Changes to consumer protection laws, regulations and regulatory agencies interpretations of those laws and regulations, may impede origination or collection efforts, change account holder use patterns, or reduce collections, any of which may result in acceleration of or reduction in payment on your notes.”

“CFPB” has the meaning specified in “Risk Factors – Other Legal and Regulatory Risks – Regulatory action could result in losses or delays in payment.”

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“Class A Additional Interest” means, for any Distribution Date, the product of:

• a fraction, the numerator of which is [the actual number of days in the related Interest Period][30] and the denominator of which is 360, times the Class A Note Interest Rate in effect for the related Interest Period, plus [●]% per annum; and

• the Class A Interest Shortfall.

“Class A Interest Shortfall” means, on the Determination Date preceding each Distribution Date, the excess of:

• the Class A Monthly Interest for such Distribution Date, over

• the aggregate amount of funds retained in the Collection Account and allocated and available to pay the Class A Monthly Interest on such Distribution Date.

“Class A Monthly Interest” means, for any Distribution Date, the product of:

• the Class A Note Interest Rate in effect for the Interest Period related to the current Distribution Date;

• a fraction, the numerator of which is [the actual number of days in the related Interest Period][30] and the denominator of which is 360; and

• the Outstanding Principal Amount of the Class A notes as of the close of business on the related Record Date[.][;]

[provided, however, that for the first Distribution Date, Class A Monthly Interest will be equal to $[●].]

“Class A Note Interest Rate” means, with respect to any Interest Period for the Class A Notes, a per annum rate equal to [SOFR Rate plus] [●]%[; provided that, if the SOFR Rate plus [●]% is less than 0.00% for any Interest Period, then the Class A Note Interest Rate for such Interest Period will be deemed to be 0.00%].

“Class B Additional Interest” means, for any Distribution Date, the product of:

• a fraction, the numerator of which is [the actual number of days in the related Interest Period][30] and the denominator of which is 360, times the Class B Note Interest Rate in effect for the related Interest Period, plus [●]% per annum; and

• the Class B Interest Shortfall.

“Class B Interest Shortfall” means, on the Determination Date preceding each Distribution Date, the excess of:

• the Class B Monthly Interest for such Distribution Date, over

• the aggregate amount of funds retained in the Collection Account and allocated and available to pay the Class B Monthly Interest on such Distribution Date.

“Class B Monthly Interest” means, for any Distribution Date, the product of:

• the Class B Note Interest Rate in effect for the Interest Period related to the current Distribution Date;

• a fraction, the numerator of which is [the actual number of days in the related Interest Period][30] and the denominator of which is 360; and

• the Outstanding Principal Amount of the Class B notes as of the related Record Date[.][;]

[provided, however, that for the first Distribution Date, Class B Monthly Interest will be equal to $[●].]

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“Class B Note Interest Rate” means, with respect to any Interest Period for the Class B Notes, a per annum rate equal to [SOFR Rate plus] [●]%[; provided that, if the SOFR Rate plus [●]% is less than 0.00% for any Interest Period, then the Class B Note Interest Rate for such Interest Period will be deemed to be 0.00%].

“Clearstream Banking” has the meaning specified in “Prospectus Summary – Registration, Clearance and Settlement.”

“Collection Account” means, an Eligible Deposit Account, in which funds and other property credited thereto are held for the benefit of the indenture trustee and the noteholders.

“Collections” means, for any Date of Processing, all payments (including insurance proceeds and Recoveries) received in respect of the Receivables, in the form of cash, checks, wire transfers, electronic transfers, ATM transfers or any other form of payment in accordance with the related account agreement and all other amounts specified by the transfer agreement, the servicing agreement, the indenture or the applicable indenture supplement as constituting Collections. With respect to any Date of Processing, all Recoveries with respect to Defaulted Receivables as of such Date of Processing will be treated as Finance Charge Collections. With respect to any Monthly Period, all Interchange and Merchant Discount Fees received with respect to such Monthly Period will be treated as Finance Charge Collections.

“Comenity Servicing” has the meaning specified in “Prospectus Summary – Servicer and Administrator.”

“Commission Report” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the notes in the secondary market.”

[“Compounded SOFR” has the meaning described in “The Notes – Interest Payments.”]

“Controlled Accumulation Amount” means, for any Distribution Date with respect to the Controlled Accumulation Period, the result of (rounded up to the nearest whole dollar) (i) the Outstanding Principal Amount as of the last day of the Revolving Period, divided by (ii) the Controlled Accumulation Period Length; provided, that the Controlled Accumulation Amount for any Distribution Date shall not exceed the Outstanding Principal Amount minus any amount already on deposit in the Principal Funding Account on such Distribution Date.

“Controlled Accumulation Period” means, unless an early amortization event will have occurred prior thereto, the period beginning on the first Business Day of the [●] Monthly Period or such later date as is determined in accordance with the Series 20[●]-[●] indenture supplement and ending on the earlier to occur of (i) the commencement of the Early Amortization Period and (ii) the payment in full of the Stated Principal Amount of, and any monthly interest due on, the Series 20[●]-[●] notes.

“Controlled Accumulation Period Length” means the number of whole months reasonably expected by the servicer to be necessary to accumulate from Series Available Principal Collections and Shared Excess Available Principal Collections expected to be available to Series 20[●]-[●] from other series in Shared Excess Available Principal Collections Group [●] during the Controlled Accumulation Period an amount equal to, or in excess of, the Stated Principal Amount; provided, however, that the Controlled Accumulation Period Length shall not be determined to be less than one month.

“Controlled Deposit Amount” means, for any Distribution Date relating to the Controlled Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount for such Distribution Date and any Deficit Controlled Accumulation Amount for the immediately preceding Distribution Date.

“Covered Amount” has the meaning specified in “Deposit and Application of Funds – Withdrawals from the Accumulation Reserve Account.”

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“Date of Processing” means, for any transaction or receipt of Collections, the Business Day on which the Collections are first identified in written form as Principal Collections and Finance Charge Collections under the servicer’s customary and usual servicing practices (regardless of the effective date of recording).

“Default Amount” means, for any Monthly Period, with respect to Receivables included as part of the issuing entity, an amount (which will not be less than zero) equal to: (i) the aggregate amount of Principal Receivables other than Ineligible Receivables which became Defaulted Receivables in such Monthly Period, minus (ii) the amount of any Defaulted Receivables that the transferor or servicer became obligated to accept reassignment or assignment as described under “Sources of Funds to Pay the Notes – Representations, Warranties and Reassignment of Assets” and “Description of the Receivables Purchase Agreement – Covenants”; provided that, in the event of certain insolvency or bankruptcy events with respect to the transferor or the servicer, the amount of Defaulted Receivables subject to reassignment to the transferor or assignment to the servicer will be excluded from clause (ii).

“Defaulted Receivables” means, for any Date of Processing, all Principal Receivables that were charged off as uncollectible or as having been created through fraudulent or counterfeit charge, in each case, on the servicer’s computer file of accounts on such Date of Processing in accordance with the account guidelines and the servicer’s customary and usual servicing procedures for servicing Receivables comparable to the Receivables in the issuing entity’s Portfolio.

“Deficit Controlled Accumulation Amount” means:

• on the first Distribution Date with respect to the Controlled Accumulation Period, the excess, if any, of the Controlled Accumulation Amount for such Distribution Date over the amount deposited in the Principal Funding Account on such Distribution Date, and

• on each subsequent Distribution Date with respect to the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for such subsequent Distribution Date over the amount deposited in the Principal Funding Account on such subsequent Distribution Date.

“Definitive Notes” means notes in definitive, fully registered form.

“Delinquency Percentage” has the meaning described in “Sources of Funds to Pay the Notes – Asset Representations Review – Maximum Delinquency Percentage.”

“Delinquency Trigger” means, with respect to any Distribution Date and the related Monthly Period, the Delinquency Percentage for such Distribution Date is greater than the Maximum Delinquency Percentage for such Distribution Date.

“Denominator Reset Date” means (i) each addition date relating to Additional Accounts (which, for the avoidance of doubt, shall exclude any Addition Date relating to Automatic Additional Accounts) and (ii) each removal date.

“Determination Date” means the second Business Day prior to a Distribution Date for a series or class of notes.

“DISC” has the meaning specified in “Notice to Investors: United Kingdom.”

“Discount Option Percentage” means a percentage or percentages, designated at the option of the transferor from time to time, which may be a fixed percentage or a variable percentage based on a formula of all Principal Receivables existing in all or any specified portion of the accounts to be treated as Finance Charge Receivables on or after the discount option date.

“Distribution Account” means the Eligible Deposit Account designated as such and established pursuant to the Series 20[●]-[●] indenture supplement.

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“Distribution Date” means (i) with respect to Series 20[●]-[●], [●] and the [15th] day of each calendar month thereafter, or if such [15th] day is not a Business Day, the next succeeding Business Day and (ii) with respect to any other series of notes, the meaning specified in the applicable indenture supplement for such series of notes.

“Dodd-Frank Act” has the meaning specified in “Risk Factors – Insolvency and Security Interest Related Risks – The conservatorship, receivership, bankruptcy, or insolvency of the bank or BFF could result in accelerated, delayed, or reduced payments to you.”

“DSTs” has the meaning described in “Transaction Parties – The Indenture Trustee.”

“DTC” has the meaning specified in “Prospectus Summary – Registration, Clearance and Settlement.”

“Early Amortization Period” has the meaning set forth in “The Indenture – Early Amortization Events” and “The Notes – Redemption and Early Amortization of the Notes.”

“EBA” means the European Banking Authority.

“EBA Guidance Interpretation” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“EEA” means the European Economic Area.

“Eligible Account” means a credit card account in any Approved Portfolio established pursuant to an account agreement and owned by the bank and its successors and permitted assigns which, as of the respective selection date:

• is a credit card account in existence and maintained by the bank, an affiliate of the bank, or such successors or assigns;

• is payable in United States dollars;

• has an accountholder who has not been identified by the bank in its computer files as being involved in a bankruptcy or insolvency proceeding;

• has an accountholder who has provided as his or her most recent billing address an address located in the United States, its territories or possessions or a United States military address;

• has not been identified as an account with respect to which the related card has been lost or stolen;

• has not been sold or in which a security interest has not been granted by the bank to any other party, unless any such security interest is released on or before the related addition date;

• does not have Receivables which have been sold or pledged by the bank to any other party other than the transferor, unless any such pledge is released on or before the related addition date; and

• does not have Receivables that are Defaulted Receivables and does not have any Receivables that have been identified by the bank as having been incurred as a result of fraudulent use of any related credit card.

Eligible Accounts may include accounts, the Receivables of which are Defaulted Receivables, or which have been identified by the bank in its computer files as cancelled due to a related accountholder’s bankruptcy or insolvency, in each case as of the applicable selection date; provided that:

• the balance of all Receivables included in such accounts is reflected on the books and records of the bank (and is treated for purposes of the transfer agreement) as “zero”; and

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• borrowing and charging privileges with respect to all such accounts have been cancelled in accordance with the account guidelines and will not be reinstated by the bank or the servicer.

“Eligible Deposit Account” means either (i) a segregated account with an Eligible Institution, or (ii) a segregated trust account with the corporate trust department of an Eligible Institution.

“Eligible Institution” means (i) a depository institution (which may be the indenture trustee, the owner trustee or any affiliate thereof) organized under the laws of the United States, any one of the states thereof (including the District of Columbia) or territories thereof, any domestic branch of a foreign bank, so long as such depository institution’s long-term issuer credit rating is at least “A” (or the equivalent) from each hired nationally recognized statistical rating organization or its short-term issuer credit rating is at least “A-1” from S&P, “P-1” from Moody’s and “F1” from Fitch, or (ii) any other institution that satisfies the publicly published, controlling and applicable ratings criteria established by each hired nationally recognized statistical rating organization.

“Eligible Investments” means negotiable instruments, investment property or deposit accounts which are:

• direct obligations of, or obligations fully guaranteed as to timely payment by, the United States (having original or remaining maturities of no more than 365 days);

• demand deposits, time deposits, money market deposit accounts or certificates of deposit (having original maturities of no more than the less of 60 days or the number of days until the next Transfer Date) of depository institutions or trust companies (including an affiliate of the indenture trustee) organized under the laws of the United States or any state thereof, or the District of Columbia or territories thereof, (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities; provided that at the time of the issuer’s investment or contractual commitment to invest therein, the short-term debt of such depository institution or trust company shall have a short-term issuer rating from Moody’s, S&P and Fitch of “P-1,” “A-1” and “F1,” respectively;

• commercial paper (having original or remaining maturities of no more than 30 days) that, at the time of the issuer’s investment or contractual commitment to invest therein, will be rated by each of Moody’s, S&P and Fitch in its highest rating category (or any other rating from any hired nationally recognized statistical rating organization, upon satisfaction of the Rating Agency Condition);

• bankers’ acceptances (having original maturities of no more than 365 days) issued by any depository institution or trust company referred to in the second clause above;

• investments in money market funds rated “AAAm” by S&P, “Aaa-mf” by Moody’s and, if rated by Fitch, “AAAmmf” by Fitch or otherwise approved in writing each by hired nationally recognized statistical rating organization; or

• any other investment satisfies the publicly published, controlling and applicable ratings criteria established by each hired nationally recognized statistical rating organization.

“Eligible Receivable” means each receivable:

• which has arisen in an Eligible Account;

• which was created in compliance in all material respects with all requirements of law applicable to the bank (or, in the case of an acquired portfolio receivable, the related other originator) and pursuant to an account agreement that complies in all material respects with all requirements of law applicable to the bank (or, in the case of an acquired portfolio receivable, the related other originator during the time prior to the transfer of such acquired portfolio receivable to the bank), the failure to comply with which would have an adverse effect on noteholders of a series or class;

• with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained or given in connection with the

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creation of such Receivable or the execution, delivery and performance by the bank (or, in the case of an acquired portfolio receivable, the related other originator with respect to such actions prior to the transfer of such acquired portfolio receivable to the bank) of its obligations under the applicable account agreement to which such Receivable was created, have been duly obtained or given and are in full force and effect;

• as to which, immediately prior to the transfer of such Receivable to the issuing entity, the transferor has good and marketable title, free and clear of all liens (other than any lien for taxes if such taxes of the transferor or the bank are not then due and payable or if the transferor or the bank is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books and records adequate reserves with respect thereto);

• which has been the subject of either: (i) a valid transfer and assignment from the transferor to the issuing entity of all its right, title and interest therein (including any proceeds thereof), or (ii) the grant of a first-priority perfected security interest therein (and in the proceeds thereof), effective until the termination of the issuing entity;

• which is the legal, valid and binding payment obligation of an obligor thereof, legally enforceable against such obligor in accordance with its terms (with certain bankruptcy and equity-related exceptions);

• which, at the time of its transfer to the issuing entity, has not been waived or modified except as permitted in accordance with the transaction documents, the account guidelines and which waiver or modification is reflected in the servicer’s computer file of accounts;

• which, at the time of its transfer to the issuing entity, is not subject to any right of rescission, setoff, counterclaim or other defense of an obligor (including the defense of usury), other than certain bankruptcy and equity-related defenses;

• as to which, at the time of its transfer to the issuing entity, the transferor has satisfied all obligations on its part to be satisfied under the account agreement;

• as to which, at the time of its transfer to the issuing entity, neither the transferor nor the bank, as the case may be, has taken any action which would impair, or omitted to take any action the omission of which would impair, in any material respect the rights of the issuing entity or noteholders of any series or class therein; and

• which constitutes an “account” as defined in Article 9 of the Uniform Commercial Code, as amended, as in effect in the relevant jurisdiction.

“ERISA” has the meaning specified in “Prospectus Summary – Certain Considerations for ERISA and Other U.S. Benefit Plans.”

“ESA Report” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the notes in the secondary market.”

“EU” has the meaning specified in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“EU Affected Investors” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“EU CRR” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

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“EU Investor Requirements” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“EU Risk Retention Requirements” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“EU RTS” has the meaning specified in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the notes in the secondary market.”

“EU Securitization Regulation” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“EU Securitization Rules” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“European Economic Area” is comprised of the following countries as of the date of this prospectus, Austria, Belgium, Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden.

“EUWA” has the meaning specified in “Notice to Investors: United Kingdom.”

“Excess Funding Account” means, an Eligible Deposit Account, in which funds and other property credited thereto are held for the benefit of the indenture trustee and the noteholders.

“Excess Spread Percentage” means, with respect to each Distribution Date, as determined on the Determination Date, an amount equal to the Series Portfolio Yield for the related Monthly Period minus the Base Rate related to such Distribution Date.

“FCA” has the meaning specified in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the notes in the secondary market.”

“FDIC” has the meaning specified in “Risk Factors – Insolvency and Security Interest Related Risks – The conservatorship, receivership, bankruptcy, or insolvency of the bank or BFF could result in accelerated, delayed, or reduced payments to you.”

“FDIC Rule” means 12 C.F.R. §360.6, as it may be amended from time to time and subject to such clarifications and interpretations as may be provided by the FDIC or the FDIC’s staff from time to time, and any successor thereto.

“Finance Charge Collections” means, for any Date of Processing, the sum of:

• with respect to Receivables included in the issuing entity, Collections of Finance Charge Receivables received by the servicer on behalf of the issuing entity;

• any amounts received by the issuer required to be treated as Finance Charge Collections with respect to such series or class as described in the applicable prospectus or information memorandum, which will include all Recoveries with respect to Receivables; and

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• the amount of all interest and other investment earnings (net of losses and investment expenses), if any, on amounts in deposit in the Collection Account and the Excess Funding Account (and, if so provided in the applicable indenture supplement, in any other account established for the related series).

The Interchange and Merchant Discount Fees received with respect to any Monthly Period shall be treated as Finance Charge Collections for such Monthly Period.

“Finance Charge Receivables” means (i) all amounts billed to the obligors or any account in respect of all periodic rate finance charges, cash advance fees, late fees, returned check fees, and non-sufficient fund fees, and any other fees and charges and (ii) discount option receivables, if any.

“Fitch” means Fitch Ratings, Inc.

“Floating Allocation Percentage” for any series of notes will be determined as set forth in the applicable prospectus or information memorandum.

[“FRBNY” has the meaning described in “Risk Factors – Risks Relating to the Issuance of Floating Rate Notes and the Uncertainty of SOFR – SOFR is a relatively new reference rate and its composition and characteristics are not the same as LIBOR.”]

[“FRBNY’s Website” has the meaning described in “The Notes – Interest Payments.”]

“FSMA” has the meaning specified in “Notice to Investors: United Kingdom.”

“FTI” has the meaning specified in “Sources of Funds to Pay the Notes – Asset Representations Review – Asset Representations Review Agreement.”

“Group” has the meaning described in “Transaction Parties – The Sponsor.”

“Guidance” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the notes in the secondary market.”

“Inactive Account” means any account with a Receivables balance of zero and on which no charges have been made for at least the preceding twelve months.

“Ineligible Receivables” means all Receivables with respect to an affected account that have been reassigned to the transferor as a result of the transferor’s breach of certain representations, warranties and covenants described in “Sources of Funds to Pay the Notes – Representations, Warranties and Reassignment of Assets.”

“Initial Principal Amount” means, (i) unless otherwise specified in the applicable prospectus or information memorandum, with respect to a series or class of U.S. dollar denominated notes, the aggregate initial principal amount of the outstanding notes of such series or class plus the aggregate initial principal amount of any additional notes of such series or class, and (ii) with respect to a series or class of discount notes, the amount specified in the applicable prospectus or information memorandum.

“Interchange” means all interchange fees or issuer rate fees payable to the bank, in its capacity as credit card issuer, through American Express Company^®, Visa USA, Inc.^®, Mastercard International Incorporated^® or any similar entity in connection with accountholder charges for goods or services.

“Interest Period” means the period beginning on and including any Distribution Date and ending on but excluding the next Distribution Date; provided that the first Interest Period will begin on and include the issuance date and end on but exclude the [●] 20[●] Distribution Date.

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“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

[“ISDA Definitions” has the meaning described in “The Notes – Interest Payments.”]

[“ISDA Fallback Adjustment” has the meaning described in “The Notes – Interest Payments.”]

[“ISDA Fallback Rate” has the meaning described in “The Notes – Interest Payments.”]

“Issuer Tax Opinion” means, with respect to any action, an opinion of counsel to the effect that, for United States federal income tax purposes, (1) such action will not adversely affect the tax characterization as debt of any outstanding series or class of notes that were characterized as debt at the time of their issuance, (2) such action will not cause the issuing entity to be treated as an association (or publicly traded partnership) taxable as a corporation and (3) such action will not cause or constitute an event in which gain or loss would be recognized by any holder of any such notes.

[“LIBOR” has the meaning described in “Risk Factors – Risks Relating to the Issuance of Floating Rate Notes and the Uncertainty of SOFR – SOFR is a relatively new reference rate and its composition and characteristics are not the same as LIBOR.”]

“Maximum Delinquency Percentage” has the meaning described in “Sources of Funds to Pay the Notes – Asset Representations Review – Maximum Delinquency Percentage.”

“Merchant Discount Fees” means the amounts realized by the bank on account of merchant fees and discounts relating to credit sales with respect to the accounts.

“MLA” has the meaning specified in “Sources of Funds to Pay the Notes – Consumer Protection Laws.”

“Monthly Allocation Percentage” means, with respect to any series of notes for any Monthly Period, the average of the Series Floating Allocation Percentages for such series with respect to each Date of Processing during such Monthly Period; provided that the Monthly Allocation Percentages for all outstanding series for such Monthly Period shall not exceed 100% in the aggregate (subject to customary rounding).

“Monthly Period” means the period from and including the first day of a calendar month to and including the last day of such calendar month, provided that the first Monthly Period will begin on the issuance date and end on [●], 20[●].

“Monthly Reallocated Amount” means, for any Distribution Date, an amount (which will never be less than zero) equal to the lesser of:

(i) the excess of the amounts needed to pay current and past due Class A Monthly Interest and Class A Additional Interest as described in the first bullet point of “Deposit and Application of Funds – Payments of Interest, Fees and Other Items” and the Series Servicing Fee and past amounts due thereon as described in the second bullet point of “Deposit and Application of Funds – Payments of Interest, Fees and Other Items” over the Series Available Finance Charge Collections and Shared Excess Available Finance Charge Collections available to make distributions pursuant to the first and second bullet points of “Deposit and Application of Funds – Payments of Interest, Fees and Other Items”; and

(ii) the Class B Stated Principal Amount minus the amount of unreimbursed charge-offs resulting from any uncovered Series Default Amount and unreimbursed Reallocated Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past amounts due thereon.

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“Moody’s” means Moody’s Investors Service, Inc.

“NCMSLT Action” has the meaning specified in “Transaction Parties – The Indenture Trustee.”

“Order” has the meaning specified in “Notice to Investors: United Kingdom.”

“Outstanding Principal Amount” with respect to the Series 20[●]-[●] notes, has the meaning specified in “The Notes – Stated Principal Amount, Outstanding Principal Amount, Adjusted Outstanding Principal Amount and Allocation Amount – Outstanding Principal Amount” and, with respect to any other series of notes, means the amount specified as the “Outstanding Principal Amount” with respect to such series of notes in the indenture.

“Partial Commingling Condition” means, with respect to any Date of Processing, a requirement that an asset test be conducted by the servicer within two Business Days of such Date of Processing to confirm that the Pool Balance as of the close of business on such Date of Processing is at least equal to the Required Pool Balance as of such Date of Processing.

“Pool Balance” has the meaning described in “Sources of Funds to Pay the Notes – Required Pool Balance.”

“Portfolio” means, with respect to the issuing entity, certain accounts from any Approved Portfolio of accounts owned by the bank and included in the issuing entity based on the eligibility criteria specified in the transfer agreement.

“PRA” has the meaning specified in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the notes in the secondary market.”

“PRASR” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“Predominant Revenue Test” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“Principal Allocation Percentage” for any series of notes will be determined as set forth in the applicable prospectus or information memorandum.

“Principal Collections” means, with respect to any Date of Processing, the sum of:

• with respect to Receivables, all Collections other than those designated as Finance Charge Collections for such Date of Processing; and

• the amount of funds withdrawn from the Excess Funding Account on such Date of Processing which are required to be deposited into the Collection Account and treated as Principal Collections during an accumulation period or an amortization period pursuant to the indenture or the applicable indenture supplement.

“Principal Funding Account” means the Eligible Deposit Account designated as such and established pursuant to the Series 20[●]-[●] indenture supplement.

“Principal Receivables” means all Receivables other than Finance Charge Receivables or Defaulted Receivables. In calculating the aggregate amount of Principal Receivables on any day, the amount of Principal Receivables will be reduced by the aggregate amount of credit balances in the accounts on such day. Any Principal Receivables which the transferor is unable to transfer as provided in the transfer agreement shall not be included in calculating the amount of Principal Receivables.

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“PTCE” has the meaning described in “Certain Considerations for ERISA and Other U.S. Benefit Plans.”

“Quarterly Excess Spread Percentage” means (i) with respect to the [●] Distribution Date, the Excess Spread Percentage with respect to the immediately preceding Monthly Period, (ii) with respect to the [●] Distribution Date, the percentage equivalent of a fraction, (A) the numerator of which is the sum of the Excess Spread Percentages for the immediately preceding two Monthly Periods and (B) the denominator of which is two and (iii) with respect to the [●] Distribution Date and each Distribution Date thereafter, the percentage equivalent of a fraction, (A) the numerator of which is the sum of the Excess Spread Percentages for the immediately preceding three Monthly Periods and (B) the denominator of which is three.

“Rating Agency Condition” means, with respect to any action, that each hired nationally recognized statistical rating organization then rating any outstanding series or class of notes shall have received not less than ten (10) Business Days’ prior written notice of such action (or such shorter period as may be acceptable to such nationally recognized statistical rating organization or as may be specified in the applicable indenture supplement). Delivery to a hired nationally recognized statistical rating organization of draft documentation relating to any specified action, together with a description of such action, shall constitute adequate prior written notice for purposes of this definition.

“Reallocated Principal Collections” means, for any Monthly Period, Series Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past due amounts thereon, in an amount equal to the lesser of:

• the Monthly Reallocated Amount for such Monthly Period; and

• Series Principal Collections, less any amount released under the Series 20[●]-[●] indenture supplement, for such Monthly Period.

“Reassignment Amount” means, with respect to the Receivables, subject to reassignment as described under “Sources of Funds to Pay the Notes – Representations, Warranties and Reassignment of Assets,” for any Transfer Date, the sum of (i) an amount equal to the outstanding principal balance of such Receivables as of the last day of the prior Monthly Period plus (ii) any accrued and unpaid interest through the related Distribution Date on notes with an Outstanding Principal Amount equal to the applicable amount specified in clause (i), which interest will be determined based on the applicable note interest rates of each series or class of notes through the related Distribution Date of such series or class.

“Receivables” means all amounts shown on the servicer’s records as amounts payable by an obligor on any account from time to time, including amounts payable for Principal Receivables and Finance Charge Receivables. Receivables that become Defaulted Receivables will cease to be included as Receivables as of the day on which they become Defaulted Receivables. For purposes of the FDIC Rule and GAAP, Receivables are financial assets.

“Record Date” means the last day of the Monthly Period immediately preceding the related Distribution Date.

“Recoveries” means all amounts received with respect to Defaulted Receivables, including proceeds from the sale or other disposition of such Receivables to third-party debt buyers or collection agencies.

[“Reference Time” has the meaning described in “The Notes – Interest Payments.”]

“Regulation” has the meaning described in “Certain Considerations for ERISA and Other U.S. Benefit Plans.”

“Regulation RR” means the regulations required under Section 15G of the Securities Exchange Act, added pursuant to Section 941(b) of the Dodd-Frank Act.

[“Relevant Governmental Body” has the meaning described in “The Notes – Interest Payments.”]

“Relevant Persons” has the meaning described in “Notice to Investors: United Kingdom.”

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“Repurchase Party” has the meaning specified in “The Indenture – Dispute Resolution.”

“Requesting Party” has the meaning specified in “The Indenture – Dispute Resolution.”

“Required Funding Amount” means, for any Date of Processing, the aggregate amount of Collections required to be on deposit in the Collections Account (and, without duplication, any issuing entity account held for the benefit of any series of outstanding notes) as of the second Business Day following such Date of Processing, so that, on the related Transfer Date, the indenture trustee will have sufficient funds to (i) deposit or maintain the amounts then required to be on deposit in the issuing entity accounts held for the benefit of any series of outstanding notes and (ii) make all distributions and payments then required to be made to noteholders pursuant to the Indenture and any applicable Indenture Supplement.

“Required Payment Amount” means, with respect to any Monthly Period and its related Distribution Date, the sum of the following amounts for such Distribution Date (without duplication): (i) the Controlled Deposit Amount, if any; (ii) the aggregate amount of any shortfalls in Principal Collections allocated to any other series included in Shared Excess Available Principal Collections Group [●], if any; and (iii) any optional amortization amounts with respect to any other series included in Shared Excess Available Principal Collections Group [●], if any.

“Required Pool Balance” has the meaning specified in “Sources of Funds to Pay the Notes – Required Pool Balance.”

“Required Quarterly Excess Spread Percentage” means [0]% (subject to change upon the satisfaction of certain conditions).

“Required Transferor Amount” has the meaning specified in “Sources of Funds to Pay the Notes – Credit Risk Retention.”

“Required Transferor Amount Percentage” has the meaning specified in “Sources of Funds to Pay the Notes – Credit Risk Retention.”

“Retained Interest” has the meaning specified in “EU and UK Risk Retention Requirements.”

“RMBS” has the meaning described in “Transaction Parties – The Indenture Trustee.”

“Rule 193 Information” has the meaning described in “Annex I: The Selected Portfolio and the Trust Portfolio – Review of Pool Assets.”

“S&P” means S&P Global Ratings, a division of S&P Global.

“SECN” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Selected Portfolio” has the meaning described in “Annex I: The Selected Portfolio and the Trust Portfolio.”

[“Series Allocation Amount” means, as of the issuance date of the Series 20[●]-[●] notes, the initial Stated Principal Amount of the Series 20[●]-[●] notes and on any date of determination thereafter, the result of, without duplication,

• the Series Allocation Amount determined on the immediately prior date of determination, plus

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• the amount of all increases in the Stated Principal Amount resulting from the issuance of additional Series 20[●]-[●] notes since the prior date of determination, plus

• all reimbursements of reductions in the Series Allocation Amount due to charge-offs resulting from any uncovered Series Default Amount and due to Reallocated Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past due amounts thereon since the prior date of determination, minus

• any reductions in the Series Allocation Amount from an allocation of charge-offs resulting from any uncovered Series Default Amount since the prior date of determination, minus

• any reductions in the Series Allocation Amount due to Reallocated Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past due amounts thereon since the prior date of determination, minus

• the amount deposited in the Principal Funding Account or (without duplication) deposited in the Distribution Account for the payment of principal of the Series 20[●]-[●] notes or paid to the Series 20[●]-[●] noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day);

provided, however, that (i) the Series Allocation Amount may never be less than zero, (ii) the Series Allocation Amount may never be greater than the Adjusted Outstanding Principal Amount; and provided further that, if there is a sale of assets in the issuing entity (A) following an event of default and acceleration of the Series 20[●]-[●] notes or (B) on the Series Legal Maturity Date as described in “Deposit and Application of Funds – Sale of Assets,” the Series Allocation Amount will be reduced to zero upon such sale.]

“Series Available Finance Charge Collections” means, with respect to Series 20[●]-[●], for any Monthly Period, without duplication, an amount equal to the sum of:

• the Series Finance Charge Collections with respect to such Monthly Period;

• all interest and other investment income (net of losses and investment expenses), if any, on amounts on deposit in the Principal Funding Account, but only on each Distribution Date with respect to the Controlled Accumulation Period; and

• amounts, if any, to be withdrawn from the Accumulation Reserve Account that must be included in Series Available Finance Charge Collections pursuant to the Series 20[●]-[●] indenture supplement with respect to the related Distribution Date.

“Series Available Principal Collections” means, with respect to Series 20[●]-[●], for any Monthly Period, without duplication, an amount equal to (i) Series Principal Collections, minus (ii) Reallocated Principal Collections determined as of the related Determination Date for such Monthly Period, plus (iii) any Series Available Finance Charge Collections available to cover the Series Default Amount or to reimburse reductions in the Series Allocation Amount due to charge-offs resulting from any uncovered Series Default Amount and due to Reallocated Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past due amounts thereon, plus, (d) following an event of default and acceleration of the Series 20[●]-[●] notes, Series Available Finance Charge Collections, if any, available in the eighth bullet point in “Deposit and Application of Funds – Payments of Interest, Fees and Other Items.”

“Series Default Amount” means, with respect to Series 20[●]-[●], for any Monthly Period, an amount equal to the Monthly Allocation Percentage for Series 20[●]-[●] for such Monthly Period times the Default Amount for such Monthly Period.

“Series Finance Charge Collections” with respect to Series 20[●]-[●], has the meaning specified in “Deposit and Application of Funds – Allocations of Finance Charge Collections, Principal Collections, the Default Amount and the Servicing Fee.”

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“Series Floating Allocation Percentage” means, with respect to any date of determination as of such date of determination in any Monthly Period, the percentage equivalent (which percentage will never exceed 100%) of a fraction:

• the numerator of which is the Series Allocation Amount as of the last day of the immediately preceding Monthly Period related to such date of determination (or, (x) in the case of the first Monthly Period the Series 20[●]-[●] Stated Principal Amount and (y) with respect to any Monthly Period in which there is an issuance of additional Series 20[●]-[●] notes occurring in such Monthly Period, the Series Allocation Amount (after giving effect to any increase to the Series Allocation Amount resulting from the issuance of additional Series 20[●]-[●] notes) as of any date of determination on or after the date of such issuance of additional Series 20[●]-[●] notes); and

• the denominator of which is the greater of:

(i) the Pool Balance as of the beginning of the first day of the calendar month in which such date of determination occurs, or

(ii) the sum of the numerators used to calculate the “Series Floating Allocation Percentages” for all series of notes as of such date of determination (without duplication).

With respect to any Monthly Period in which a Denominator Reset Date occurs, the Series Floating Allocation Percentage for the portion of the Monthly Period falling on and after such Denominator Reset Date, and prior to any subsequent Denominator Reset Date, will be recalculated for such period using the Pool Balance as of the close of business on the subject Denominator Reset Date.

“Series Legal Maturity Date” means, with respect to Series 20[●]-[●], the [●] Distribution Date, which is the legal maturity date for the Series 20[●]-[●] notes.

“Series Monthly Principal” will be equal to zero during the revolving period, and beginning with the Distribution Date in the month following the month in which the Controlled Accumulation Period or, if earlier, the Early Amortization Period begins, will be equal to the least of:

• the Series Available Principal Collections, less any amount released under the Series 20[●]-[●] indenture supplement, on deposit in the Collection Account with respect to that Distribution Date;

• for each Distribution Date with respect to the Controlled Accumulation Period, the Controlled Deposit Amount for that Distribution Date; and

• the Series Allocation Amount (as adjusted for any charge-offs resulting from any uncovered Series Default Amount and Reallocated Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past due amounts thereon on that Distribution Date).

“Series Portfolio Yield” means, with respect to Series 20[●]-[●], for any Monthly Period which, in the case of the first Monthly Period, is determined pursuant to the Series 20[●]-[●] indenture supplement, the annualized percentage equivalent of a fraction:

• the numerator of which is equal to the sum of:

(i) Series Available Finance Charge Collections for such Monthly Period, minus

(ii) the Series Default Amount for such Monthly Period; and

• the denominator of which is the Series Allocation Amount as of the last day of the immediately preceding Monthly Period.

“Series Principal Allocation Percentage” means, with respect to any date of determination in any Monthly Period, the percentage equivalent (which percentage will never exceed 100%) of a fraction:

• the numerator of which is (i) during the revolving period, the Series Allocation Amount as of the last day of the immediately preceding Monthly Period related to such date of determination (or, (x) in the

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case of the first Monthly Period the Series 20[●]-[●] Stated Principal Amount and (y) with respect to any Monthly Period in which there is an issuance of additional Series 20[●]-[●] notes occurring in such Monthly Period, the Series Allocation Amount (after giving effect to any increase to the Series Allocation Amount resulting from the issuance of additional Series 20[●]-[●] notes) as of any date of determination on or after the date of such issuance of additional Series 20[●]-[●] notes), and (ii) during the Controlled Accumulation Period or the Early Amortization Period, the Series Allocation Amount on the last day of the revolving period; and

• the denominator of which is the greater of:

(i) the Pool Balance as of the beginning of the first day of the calendar month in which such date of determination occurs, or

(ii) the sum of the numerators used to calculate the “Series Principal Allocation Percentage” for all series of notes as of such date of determination.

With respect to any Monthly Period in which a Denominator Reset Date occurs, the Series Principal Allocation Percentage for the portion of the Monthly Period falling on and after such Denominator Reset Date, and prior to any subsequent Denominator Reset Date, will be recalculated for such period using the Pool Balance as of the close of business on the subject Denominator Reset Date.

“Series Principal Collections,” with respect to Series 20[●]-[●], has the meaning specified in “Deposit and Application of Funds – Allocations of Finance Charge Collections, Principal Collections, the Default Amount and the Servicing Fee.”

“Series Servicing Fee” means, with respect to Series 20[●]-[●], for any Monthly Period, the product of the Servicing Fee for such Monthly Period and the Monthly Allocation Percentage for Series 20[●]-[●] for such Monthly Period.

“Servicer Default” means any of the following events with respect to the issuing entity:

(i) failure by the servicer to make any payment, transfer or deposit, or to give notice or instructions to the indenture trustee to make such payment, transfer or deposit, on or before the date the servicer is required to do so under the servicing agreement or the indenture (including any supplement thereto), or within the applicable grace period, which will not exceed five Business Days; provided, however, that any failure caused by a non-willful act of the servicer will not constitute a Servicer Default if the servicer promptly remedies the failure within five Business Days after receiving notice of such failure or otherwise becoming aware of the failure;

(ii) failure on the part of the servicer duly to observe or perform in any material respect any other covenants or agreements of the servicer in the servicing agreement which has an adverse effect on the noteholders of any series or class and which continues unremedied for a period of 60 days after written notice has been delivered to the servicer and, in some cases, to the owner trustee and the indenture trustee, or the servicer assigns or delegates its duties under the servicing agreement, except as specifically permitted thereunder;

(iii) any representation, warranty or certification made by the servicer in the servicing agreement or in any certificate delivered pursuant thereto proves to have been incorrect when made, which has a material adverse effect on the rights of the noteholders of any series or class, and which material adverse effect continues for a period of 60 days after written notice has been delivered to the servicer and, in some cases, to the owner trustee and the indenture trustee; or

(iv) the occurrence of certain events of bankruptcy, insolvency or receivership with respect to the servicer.

Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (i) above for a period of ten Business Days after the applicable grace period or referred to under clause (ii) or (iii) above for a

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period of 60 days after the applicable grace period will not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the servicer and such delay or failure was caused by an act of God or other similar occurrence.

“Servicing Fee” means, for any Monthly Period, one-twelfth of the product of (i) the Servicing Fee Percentage and (ii) the aggregate amount of Principal Receivables as of the close of business on the last day of the prior Monthly Period.

“Servicing Fee Percentage” means [●]%.

“Shared Excess Available Finance Charge Collections” means, for any Monthly Period, as determined on the related Determination Date, with respect to any series of notes in Shared Excess Available Finance Charge Collections Group [●], the sum of (i) with respect to Series 20[●]-[●], the amount of Series Available Finance Charge Collections with respect to such Monthly Period, available in the eighth clause in “Deposit and Application of Funds – Payments of Interest, Fees and Other Items” and (ii) the Finance Charge Collections remaining after all required deposits and payments from all other series identified as belonging to Shared Excess Available Finance Charge Collections Group [●] which the applicable indenture supplements for those series specify are to be treated as “Shared Excess Available Finance Charge Collections.”

“Shared Excess Available Finance Charge Collections Group [●]” means the various series – including the Series 20[●]-[●] notes – that have been designated as a single group for the purpose of sharing Shared Excess Available Finance Charge Collections, as more fully described under “Deposit and Application of Funds – Groups.”

“Shared Excess Available Principal Collections” means, for any Monthly Period, the sum of (i) with respect to the Series 20[●]-[●] notes, the amount of Series Available Principal Collections specified to be treated as “Shared Excess Available Principal Collections” under “Deposit and Application of Funds – Payments of Principal” and (ii) with respect to any other series of notes in Shared Excess Available Principal Collections Group [●], the Principal Collections allocated to that series of notes remaining after all required deposits and payments that are specified to be treated as Shared Excess Available Principal Collections in the applicable indenture supplement.

“Shared Excess Available Principal Collections Group [●]” means the various series of notes – including the Series 20[●]-[●] notes – that have been designated as a single group for the purpose of sharing Shared Excess Available Principal Collections, as more fully described under “Deposit and Application of Funds – Groups.”

“Similar Law” has the meaning described in “Prospectus Summary – Certain Considerations for ERISA and Other U.S. Benefit Plans.”

[“SOFR” has the meaning described in “Risk Factors – Risks Relating to the Issuance of Floating Rate Notes and the Uncertainty of SOFR – SOFR is a relatively new reference rate and its composition and characteristics are not the same as LIBOR.”]

[“SOFR Adjustment Date” has the meaning described in “The Notes – Interest Payments.”]

[“SOFR Adjustment Conforming Changes” has the meaning described in “The Notes – Interest Payments.”]

[“SOFR Determination Time” has the meaning described in “The Notes – Interest Payments.”]

[“SOFR Rate” has the meaning described in “The Notes – Interest Payments.”]

“Special Tax Counsel” has the meaning specified in “Federal Income Tax Consequences – General.”

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“SR 2024” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“SSPE” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the notes in the secondary market.”

“Stated Principal Amount” with respect to the Series 20[●]-[●] notes, has the meaning specified in “The Notes – Stated Principal Amount, Outstanding Principal Amount, Adjusted Outstanding Principal Amount and Allocation Amount – Stated Principal Amount” and, with respect to any other series of notes, means the amount specified as the “Stated Principal Amount” with respect to such series of notes in the related indenture supplement.

“Student Loans” has the meaning described in “Transaction Parties – The Indenture Trustee.”

[“Target Amount” means, with respect to any Monthly Period and its related Distribution Date, the sum (without duplication) of (i) the Series 20[●]-[●] Monthly Interest, (ii) the Series Servicing Fee (to the extent payable from Series 20[●]-[●] Available Finance Charge Collections), (iii) any required deposit to the Accumulation Reserve Account, and (iv) the product of (A) [●] and (B) the Series Default Amount for the prior Monthly Period, and (v) unreimbursed reductions in the Series Allocation Amount due to charge-offs resulting from any uncovered Series Default Amount or due to Reallocated Principal Collections used to pay shortfalls in interest on the Class A notes or shortfalls in the Series Servicing Fee and past amounts due thereon, in each case, other than clause (iv) for such Distribution Date.]

“Test Complete” has the meaning described in “Sources of Funds to Pay the Notes – Asset Representations Review.”

“Test Fail” has the meaning described in “Sources of Funds to Pay the Notes – Asset Representations Review.”

“Test Pass” has the meaning described in “Sources of Funds to Pay the Notes – Asset Representations Review.”

“Transaction Parties” has the meaning described in “Certain Considerations for ERISA and Other U.S. Benefit Plans.”

“Transfer Date” means the Business Day prior to a Distribution Date for a series or class of notes.

“Transferor Allocation Percentage” means (i) with respect to Finance Charge Collections for any Date of Processing, 100% minus the sum of the Floating Allocation Percentages for all outstanding series for such Date of Processing, (ii) with respect to Principal Collections for any Date of Processing, 100% minus the sum of the Principal Allocation Percentages for all outstanding series for such Date of Processing, (iii) with respect to the Default Amount for any Monthly Period, 100% minus the sum of the Monthly Allocation Percentages for all outstanding series for such Monthly Period, and (iv) with respect to the Servicing Fee for any Monthly Period, 100% minus the sum of the Monthly Allocation Percentages for all outstanding series for such Monthly Period.

“Transferor Amount” means, for any Date of Processing, an amount, not less than zero, equal to (i) the Pool Balance for such Date of Processing, minus (ii) the aggregate Allocation Amounts for all outstanding series and classes of notes on such Date of Processing.

“Transferor Interest” means an interest having such rights as set forth in the transaction documents, including the right to receive amounts specified in the transaction documents to be distributed to the holder of the transferor interest.

“Trust Portfolio” means the initial accounts and any Additional Accounts and Automatic Additional Accounts from the Approved Portfolio whose receivables are included in the issuing entity based on the eligibility criteria specified in the receivables purchase agreement and the transfer agreement.

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“UCITS Directive” has the meaning specified in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“UK” has the meaning specified in “Notice to Investors: United Kingdom.”

“UK Affected Investors” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“UK CRR” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the notes in the secondary market.”

“UK Investor Requirements” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“UK Qualified Investor” has the meaning specified in “Notice to Investors: United Kingdom.”

“UK Retail Investor” has the meaning specified in “Notice to Investors: United Kingdom.”

“UK Risk Retention Requirements” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“UK Securitization Framework” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

“UK Securitization Rules” has the meaning described in “Risk Factors – Other Legal and Regulatory Risks – EU and UK regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the Series 20[●]-[●] notes in the secondary market.”

[“Unadjusted Benchmark Replacement” has the meaning described in “The Notes – Interest Payments.”]

“uPLCC.” has the meaning specified in “The Bank’s Credit Card Business – General.”

“U.S. Bank” has the meaning specified in “Transaction Parties – The Indenture Trustee.”

“U.S. Bank N.A.” has the meaning specified in “Transaction Parties – The Indenture Trustee.”

“U.S. Bank Trust Co.” has the meaning specified in “Transaction Parties – The Indenture Trustee.”

[“U.S. Government Securities Business Day” has the meaning described in “The Notes – Interest Payments.”]

“Volcker Rule” has the meaning specified in “Volcker Rule Considerations.”

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ANNEX I

The Selected Portfolio and the Trust Portfolio

The information provided in this Annex I is an integral part of the prospectus.

The bank’s credit card portfolio is comprised of credit card accounts owned by the bank, arising in the bank’s co-brand, private label and proprietary credit card programs. Receivables are conveyed to the Trust Portfolio from accounts in an Approved Portfolio, either through the designation of Additional Accounts or through the automatic inclusion of new Eligible Accounts as Automatic Additional Accounts, in each case as further described under “General” below and under “Sources of Funds to Pay the Notes – Addition of Assets.”

Solely for purposes of presenting the performance information and the static pool information in this Annex I, the bank has identified a subset of its co-brand, private label and proprietary credit card programs, referred to in this prospectus as the “Selected Portfolio.” The Selected Portfolio includes the credit card programs from which accounts in the Trust Portfolio have been designated, and may include additional credit card programs from the bank’s portfolio. The composition of the Selected Portfolio is determined by the bank and may be revised by the bank from time to time in its discretion, including by adding programs to, or removing programs from, the Selected Portfolio. The Selected Portfolio is broader than, and includes, the Trust Portfolio. The performance information and the static pool information presented in this Annex I relate to both the Selected Portfolio and the Trust Portfolio, while the composition information presented in this Annex I relates only to the Trust Portfolio.

The tables below contain performance information, as of the dates and for the periods indicated, for the Receivables in the Selected Portfolio and separately for the Receivables in the Trust Portfolio. The historical performance of the Selected Portfolio and the Trust Portfolio reflects only the performance of the accounts included in those portfolios during or prior to the specified periods. Historical performance is not necessarily indicative of future performance. Accounts were initially designated to the Trust Portfolio as of [●], 20[●].

In the performance and static pool subsections below, the table for the Selected Portfolio appears first, followed immediately by the corresponding table for the Trust Portfolio, so that readers can evaluate each metric on a paired basis using consistent definitions, delinquency bucket presentation and calculation conventions. The composition information presented below relates only to the Trust Portfolio.

General

The receivables conveyed to the Trust Portfolio arise in accounts from the Approved Portfolio that are included in the issuing entity based on the eligibility criteria specified in the transfer agreement as well as other criteria that the transferor may choose from time to time as applied on the initial designation date and subsequent designation dates. See the definition of “Eligible Account” in the “Glossary of Defined Terms” and “Sources of Funds to Pay the Notes – Description of the Receivables Purchase Agreement – Representations and Warranties.” Subject to those eligibility requirements and applicable regulatory guidelines, the decision regarding the method of inclusion of accounts in the Trust Portfolio, Additional Accounts may be included from time to time. For Approved Portfolios, the inclusion of Automatic Additional Accounts is also permitted as described under “Sources of Funds to Pay the Notes – Addition of Assets.” Additional Accounts were most recently designated for the Trust Portfolio on [●]. Such Additional Accounts included approximately $[●] of receivables as of the related addition date. Further, subject to certain conditions described in “Sources of Funds to Pay the Notes – Description of the Receivables Purchase Agreement – Reassignment of Other Receivables,” accounts that are designated for the Trust Portfolio may be removed from the Trust Portfolio from time to time. [Accounts were most recently removed from the Trust Portfolio on [●] (the “Account Removal”). Such removed accounts had an outstanding total receivables balance of approximately $[●] as of [●] and represented approximately [●]% of the issuing entity’s total receivables. [The tables set forth below do not reflect the Account Removal.] The characteristics of the receivables in the Trust Portfolio immediately following the Account Removal may vary from the characteristics of the receivables in the Trust Portfolio as of the periods and dates shown below, although the bank and BFF do not expect the variance to be material.]

The following tables set forth performance information for the receivables in the Selected Portfolio and the Trust Portfolio for each of the periods shown below. The composition of the Selected Portfolio and the Trust Portfolio is expected to change over time as credit card accounts arising in co-brand, private label and proprietary credit card programs are added to, or removed from, the Selected Portfolio or the Trust Portfolio in the future. For Approved

A-I-1

Portfolios, Automatic Additional Accounts may be included in the issuing entity’s Portfolio as they arise, subject to the eligibility criteria and other conditions described under “Sources of Funds to Pay the Notes – Addition of Assets,” and those accounts may have different characteristics from the accounts already included in the Portfolio. See “Sources of Funds to Pay the Notes – Addition of Assets.”

Unless otherwise indicated: (i) data for accounts designated to or removed from the Trust Portfolio may include up to a month of additional activity in the month of such designation or removal; (ii) interim figures are annualized and are not necessarily indicative of full-year results; (iii) numbers and percentages may not sum due to rounding; (iv) delinquency is determined in accordance with the servicer’s policies and is presented in 30-day increments through charge-off consistent with Item 1100(b) of Regulation AB; (v) references to “Total Receivables Outstanding” in the tables include principal receivables and finance charge receivables; and (vi) consolidated notes appearing beneath the first Selected Portfolio table in each metric pair apply to both tables in that pair (and, unless otherwise noted, to all tables in the subsection).

Delinquency and Loss Experience

Because it is typical for new accounts to initially exhibit lower delinquency rates and credit losses, to the extent that the growth of the Trust Portfolio is attributable to new accounts, the Trust Portfolio may have significantly lower charge-off and delinquency rates. However, as the proportion of new accounts to seasoned accounts becomes smaller, this effect should be lessened. As seasoning occurs or if new account origination slows, the charge-off rates and delinquencies are expected to increase over time.

The delinquency and gross loss rates at any time reflect, among other factors, the quality of the credit card receivables, the average seasoning of the accounts, the success of the servicer’s collection efforts, the mix of different co-brand, private label and proprietary credit card programs in the Trust Portfolio and general economic conditions.

Gross principal losses represent the arithmetic sum of all principal receivables in the Trust Portfolio that were charged off during the periods indicated in the tables below. See “The Notes – Stated Principal Amount, Outstanding Principal Amount, Adjusted Outstanding Principal Amount and Allocation Amount.” Recoveries are collections received in respect of defaulted accounts during the periods indicated in the tables below. Recoveries are treated as Finance Charge Collections. Net losses are an amount equal to gross principal losses minus Recoveries, each for the applicable period.

The Receivables outstanding on the accounts consist of all amounts borrowed by the obligors as posted to the accounts as of the date shown. For each billing cycle an obligor must pay at least the minimum payment due shown on the monthly statement by the end of such billing cycle; otherwise, the related account is considered delinquent until the requisite payment is made or all principal receivables are charged off. Receivables related to an account are deemed delinquent as of the date the account is deemed delinquent. Delinquency is determined in accordance with the servicer’s delinquency recognition policies and is presented in 30-day increments through charge-off, consistent with Item 1100(b) of Regulation AB.

A-I-2

The following table pairs set forth the delinquency and loss experience for the Selected Portfolio and the Trust Portfolio for each of the periods shown, with the Selected Portfolio table presented first in each pair followed immediately by the corresponding Trust Portfolio table. There can be no assurance that the delinquency and loss experience for the receivables in the future will be similar to the historical experience set forth below. Those accounts receiving payment relief may have advanced to the next delinquency cycle, including eventually to charge-off, in the same timeframe that would have occurred had the payment relief not been granted. (See the consolidated notes beneath the first table in each pair, which apply to both tables in the pair and, unless otherwise noted, to all tables in this subsection.)

Delinquencies by Receivables as a Percentage of the Selected Portfolio⁽¹⁾⁽²⁾

At [●],

At Year End

[●]

[●]

[●]

Receivables

Percentage of Total Receivables Outstanding

Receivables

Percentage of Total Receivables Outstanding

Receivables

Percentage of Total Receivables Outstanding

Total Receivables Outstanding

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

Receivables Delinquent:

30-59 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

60-89 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

90-119 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

120-149 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

150-179 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

180+ days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

TOTAL

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

At Year End

[●]

[●]

[●]

Receivables

Percentage of Total Receivables Outstanding

Receivables

Percentage of Total Receivables Outstanding

Receivables

Percentage of Total Receivables Outstanding

Total Receivables Outstanding

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

Receivables Delinquent:

30-59 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

60-89 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

90-119 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

120-149 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

150-179 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

180+ days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

TOTAL

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

(1) The percentages are calculated by dividing the amount of delinquent receivables by the end of the period total receivables outstanding for the applicable period.

(2) End of the period is as of the last day of the applicable period.

A-I-3

Delinquencies by Receivables as a Percentage of the Trust Portfolio⁽¹⁾⁽²⁾

At [●],

At Year End

[●]

[●]

[●]

Receivables

Percentage of Total Receivables Outstanding

Receivables

Percentage of Total Receivables Outstanding

Receivables

Percentage of Total Receivables Outstanding

Total Receivables Outstanding

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

Receivables Delinquent:

30-59 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

60-89 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

90-119 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

120-149 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

150-179 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

180+ days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

TOTAL

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

At Year End

[●]

[●]

[●]

Receivables

Percentage of Total Receivables Outstanding

Receivables

Percentage of Total Receivables Outstanding

Receivables

Percentage of Total Receivables Outstanding

Total Receivables Outstanding

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

Receivables Delinquent:

30-59 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

60-89 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

90-119 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

120-149 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

150-179 days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

180+ days

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

TOTAL

$

[●]

[●]%

$

[●]

[●]%

$

[●]

[●]%

A-I-4

Delinquencies by Accounts as a Percentage of the Selected Portfolio⁽¹⁾⁽²⁾

At [●],

At Year End

[●]

[●]

[●]

Accounts

Percentage of Total Accounts

Accounts

Percentage of Total Accounts

Accounts

Percentage of Total Accounts

Accounts Outstanding

[●]

[●]%

[●]

[●]%

[●]

[●]%

Accounts Delinquent:

30-59 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

60-89 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

90-119 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

120-149 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

150-179 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

180+ days

[●]

[●]%

[●]

[●]%

[●]

[●]%

TOTAL

[●]

[●]%

[●]

[●]%

[●]

[●]%

At Year End

[●]

[●]

[●]

Accounts

Percentage of Total Accounts

Accounts

Percentage of Total Accounts

Accounts

Percentage of Total Accounts

Accounts Outstanding

[●]

[●]%

[●]

[●]%

[●]

[●]%

Accounts Delinquent:

30-59 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

60-89 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

90-119 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

120-149 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

150-179 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

180+ days

[●]

[●]%

[●]

[●]%

[●]

[●]%

TOTAL

[●]

[●]%

[●]

[●]%

[●]

[●]%

(1) The percentages are calculated by dividing the number of delinquent accounts by the end of the period total accounts outstanding for the applicable period.

(2) End of the period is as of the last day of the applicable period.

A-I-5

Delinquencies by Accounts as a Percentage of the Trust Portfolio⁽¹⁾⁽²⁾

At [●],

At Year End

[●]

[●]

[●]

Accounts

Percentage of Total Accounts

Accounts

Percentage of Total Accounts

Accounts

Percentage of Total Accounts

Accounts Outstanding

[●]

[●]%

[●]

[●]%

[●]

[●]%

Accounts Delinquent:

30-59 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

60-89 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

90-119 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

120-149 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

150-179 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

180+ days

[●]

[●]%

[●]

[●]%

[●]

[●]%

TOTAL

[●]

[●]%

[●]

[●]%

[●]

[●]%

At Year End

[●]

[●]

[●]

Accounts

Percentage of Total Accounts

Accounts

Percentage of Total Accounts

Accounts

Percentage of Total Accounts

Accounts Outstanding

[●]

[●]%

[●]

[●]%

[●]

[●]%

Accounts Delinquent:

30-59 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

60-89 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

90-119 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

120-149 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

150-179 days

[●]

[●]%

[●]

[●]%

[●]

[●]%

180+ days

[●]

[●]%

[●]

[●]%

[●]

[●]%

TOTAL

[●]

[●]%

[●]

[●]%

[●]

[●]%

A-I-6

Loss Experience of the Selected Portfolio

[●] Month Period Ended

Year Ended

[●](1)

[●]

[●]

[●]

[●]

[●]

Average Principal Receivables Outstanding(2)

$

[

●]

$

[

●]

$

[

●]

$

[

●]

$

[

●]

$

[

●]

Gross Principal Losses

$

[

●]

$

[

●]

$

[

●]

$

[

●]

$

[

●]

$

[

●]

Gross Principal Losses as an Annualized Percentage of Average Principal Receivables Outstanding

[

●]%

[

●]%

[

●]%

[

●]%

[

●]%

[

●]%

Less: Recoveries

$

[

●]

$

[

●]

$

[

●]

$

[

●]

$

[

●]

$

[

●]

Net Losses

$

[

●]

$

[

●]

$

[

●]

$

[

●]

$

[

●]

$

[

●]

Net Losses as an Annualized Percentage of Average Principal Receivables Outstanding

[

●]%

[

●]%

[

●]%

[

●]%

[

●]%

[

●]%

(1) The percentages for the period ended in [●] are annualized. Annualized figures are not necessarily indicative of actual results for the entire year.

(2) Average principal receivables outstanding is an average of the monthly average principal receivables outstanding for each month in the applicable period; monthly average principal receivables outstanding is an average of beginning of the month and end of the month principal receivables outstanding.

A-I-7

Loss Experience of the Trust Portfolio

[●] Month Period Ended

Year Ended

[●](1)

[●]

[●]

[●]

[●]

[●]

Average Principal Receivables Outstanding(2)

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

Gross Principal Losses

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

Gross Principal Losses as an Annualized Percentage of Average Principal Receivables Outstanding

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

Less: Recoveries

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

Net Losses

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

Net Losses as an Annualized Percentage of Average Principal Receivables Outstanding

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

A-I-8

Revenue Experience

The following table pairs set forth the revenue experience for the Selected Portfolio and the Trust Portfolio for each of the periods shown, with the Selected Portfolio table presented first and the corresponding Trust Portfolio table immediately following. (See the consolidated notes beneath the first table in this pair, which apply to both tables in the pair and, unless otherwise noted, to all tables in this subsection.)

Revenue Experience for the Selected Portfolio

[●] Month Period Ended

Year Ended

[●](1)

[●]

[●]

[●]

[●]

[●]

Average Principal Receivables Outstanding(2)

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

Collected Finance Charges and Fees(3)

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

Yield from Collected Finance Charges and Fees(4)

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

(1) The percentages for the period ended in [●] are annualized. Annualized figures are not necessarily indicative of actual results for the entire year.

(2) Average principal receivables outstanding is an average of the monthly average principal receivables outstanding for each month in the applicable period; monthly average principal receivables outstanding is an average of beginning-of-month and end-of-month principal receivables outstanding.

(3) Collected finance charges and fees are collections of finance charges and fees; finance charges and fees include monthly periodic rate finance charges, late fees, cash advance fees, discount option receivables, other miscellaneous fees, merchant discount fees and interchange.

(4) Yield from Collected Finance Charges and Fees equals collected finance charges and fees for the period divided by average principal receivables outstanding for the period, annualized;

Revenue Experience for the Trust Portfolio

[●] Month Period Ended

Year Ended

[●](1)

[●]

[●]

[●]

[●]

[●]

Average Principal Receivables Outstanding(2)

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

Collected Finance Charge Receivables(3)

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

$

[●]

Yield from Collected Finance Charge Receivables(4)

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

[●]

%

There can be no assurance that the yield experience for the receivables in the future will be similar to the historical experience set forth above. In addition, revenue from the receivables will depend on the types of periodic rate finance charges and fees billed to the obligors or any account, and could be adversely affected by future changes made by the bank or the servicer in those periodic rate finance charges and fees or by other factors. See “Risk Factors.”

The revenue from Finance Charge Receivables for the Trust Portfolio shown in the above table are comprised of (i) all amounts billed to the obligors or any account in respect of all periodic rate finance charges, cash advance fees, late fees, returned check fees, and non-sufficient fund fees, any other fees and charges,

A-I-9

merchant discount fees and interchange and (ii) discount option receivables, if any. See “The Bank’s Credit Card Business” for a discussion of the assessment of periodic rate finance charges. If payment rates decline, the balances subject to monthly periodic rate finance charges tend to grow, assuming no change in the level of purchasing activity. Accordingly, under these circumstances, the yield related to monthly periodic rate finance charges normally increases. Conversely, if payment rates increase, the balances subject to monthly periodic rate finance charges tend to fall, assuming no change in the level of purchasing activity. Accordingly, under these circumstances, the yield related to monthly periodic rate finance charges normally decreases.

A-I-10

Payment Rates

The following table pairs set forth, for each of the periods shown, the highest and lowest accountholder monthly principal payment rates during any single month in the period and the average accountholder monthly principal payment rates for all months in the period for the Selected Portfolio and the Trust Portfolio, with the Selected Portfolio table presented first and the corresponding Trust Portfolio table immediately following. (See the consolidated notes beneath the first table in this pair, which apply to both tables in the pair and, unless otherwise noted, to all tables in this subsection.)

Accountholder Monthly Principal Payment Rates for the Selected Portfolio⁽¹⁾

[●] Month Period Ended

Year Ended

[●]

[●]

[●]

[●]

[●]

[●]

Lowest Month

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

Highest Month

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

Average Principal Payment Rate for the Period(2)

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

(1) Monthly principal payment rates are principal payments received with respect to principal receivables during a month divided by the principal receivables outstanding at the beginning of such month.

(2) For each period presented, the average monthly principal payment rate for the period is calculated as the simple average of the monthly principal payment rates during such period.

(3) “Highest” and “Lowest” refer to the single highest and single lowest monthly principal payment rate observed during the period indicated.

(4) Numbers and percentages may not sum due to rounding.

Accountholder Monthly Principal Payment Rates for the Trust Portfolio⁽¹⁾

[●] Month Period Ended

Year Ended

[●]

[●]

[●]

[●]

[●]

[●]

Lowest Month

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

Highest Month

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

Average Principal Payment Rate for the Period(2)

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

The Receivables: Trust Portfolio

As of [●], 20[●]:

• the accounts included $[●] of Principal Receivables and $[●] of Finance Charge Receivables;

• the accounts had an average Principal Receivables balance of $[●] and an average credit limit of $[●];

• the percentage of the aggregate total Receivable balance to the aggregate total credit limit was [●]%;

• the average age of the accounts was approximately [●] months;

• the aggregate total Receivables balances of co-brand credit card accounts and private label credit card accounts were $[●] and $[●], respectively; and

During the month ended [●], 20[●]:

A-I-11

• [●]% of the accounts made at least the minimum payments as of their respective latest statement date, in each case based on the prior month statement minimum payment; and

• [●]% of the accounts made full payments as of their respective latest statement date, in each case based on the prior month statement outstanding balance.

The following tables set forth the composition of the Trust Portfolio by various criteria as of [●], 20[●]. References to “Total Receivables Outstanding” in the following tables include Principal Receivables and Finance Charge Receivables. Because the future composition of the Trust Portfolio may change over time, these tables are not necessarily indicative of the composition of the Trust Portfolio at any specific time in the future.

Composition by Brand-Partner Type of the Trust Portfolio

Program	Number of Accounts		% of Total Number of Accounts		Total Receivables Outstanding		% of Total Receivables Outstanding
[●]		[●]		[●]%	$	[●]		[●]%
[Other]		[●]		[●]%	$	[●]		[●]%
TOTAL		[●]		[●]%	$	[●]		[●]%

Composition by Brand-Partner Group of the Trust Portfolio

Program	Number of Accounts		% of Total Number of Accounts		Total Receivables Outstanding		% of Total Receivables Outstanding
[●]		[●]		[●]%	$	[●]		[●]%
[Other]		[●]		[●]%	$	[●]		[●]%
TOTAL		[●]		[●]%	$	[●]		[●]%

Composition by Brand-Partner Program of the Trust Portfolio

Program	Number of Accounts		% of Total Number of Accounts		Total Receivables Outstanding		% of Total Receivables Outstanding
[●]		[●]		[●]%	$	[●]		[●]%
[Other]		[●]		[●]%	$	[●]		[●]%
TOTAL		[●]		[●]%	$	[●]		[●]%

Composition by Account Balance of the Trust Portfolio

Account Balance Range	Number of Accounts		% of Total Number of Accounts		Total Receivables Outstanding		% of Total Receivables Outstanding
Credit Balance		[●]		[●]%	$	([●])		([●])%
Zero Balance		[●]		[●]%	$	[●]		[●]%
More than $[●] and less than or equal to $[●]		[●]		[●]%	$	[●]		[●]%
$[●] – $[●]		[●]		[●]%	$	[●]		[●]%
$[●] – $[●]		[●]		[●]%	$	[●]		[●]%
$[●] – $[●]		[●]		[●]%	$	[●]		[●]%
$[●] – $[●]		[●]		[●]%	$	[●]		[●]%
Over $[●]		[●]		[●]%	$	[●]		[●]%
TOTAL		[●]		[●]%	$	[●]		[●]%

A-I-12

Composition by Credit Limit of the Trust Portfolio

Credit Limit Range	Number of Accounts		% of Total Number of Accounts		Total Receivables Outstanding		% of Total Receivables Outstanding
More than $[●] and less than or equal to $[●]		[●]		[●]%	$	[●]		[●]%
$[●] – $[●]		[●]		[●]%	$	[●]		[●]%
$[●] – $[●]		[●]		[●]%	$	[●]		[●]%
$[●] – $[●]		[●]		[●]%	$	[●]		[●]%
$[●] – $[●]		[●]		[●]%	$	[●]		[●]%
Over $[●]		[●]		[●]%	$	[●]		[●]%
TOTAL		[●]		[●]%	$	[●]		[●]%

Composition by Account Age of the Trust Portfolio

Account Age	Number of Accounts		% of Total Number of Accounts		Total Receivables Outstanding		% of Total Receivables Outstanding
Not More than 6 Months		[●]		[●]%	$	[●]		[●]%
Over 6 Months to 12 Months		[●]		[●]%	$	[●]		[●]%
Over 12 Months to 24 Months		[●]		[●]%	$	[●]		[●]%
Over 24 Months to 36 Months		[●]		[●]%	$	[●]		[●]%
Over 36 Months to 48 Months		[●]		[●]%	$	[●]		[●]%
Over 48 Months to 60 Months		[●]		[●]%	$	[●]		[●]%
Over 60 Months		[●]		[●]%	$	[●]		[●]%
TOTAL		[●]		[●]%	$	[●]		[●]%

Composition by Delinquency Status of the Trust Portfolio

Delinquency Status	Number of Accounts		% of Total Number of Accounts		Total Receivables Outstanding		% of Total Receivables Outstanding
Current		[●]		[●]%	$	[●]		[●]%
1-29 days		[●]		[●]%	$	[●]		[●]%
30-59 days		[●]		[●]%	$	[●]		[●]%
60-89 days		[●]		[●]%	$	[●]		[●]%
90-119 days		[●]		[●]%	$	[●]		[●]%
120-149 days		[●]		[●]%	$	[●]		[●]%
150-179 days		[●]		[●]%	$	[●]		[●]%
180+ days		[●]		[●]%	$	[●]		[●]%
TOTAL		[●]		[●]%	$	[●]		[●]%

Composition by Accountholder Current Billing Address of the Trust Portfolio

State or Territory	Number of Accounts		% of Total Number of Accounts		Total Receivables Outstanding		% of Total Receivables Outstanding
[New York]		[●]		[●]%	$	[●]		[●]%
[California]		[●]		[●]%	$	[●]		[●]%
[Florida]		[●]		[●]%	$	[●]		[●]%
[Massachusetts]		[●]		[●]%	$	[●]		[●]%
[Hawaii]		[●]		[●]%	$	[●]		[●]%
[Texas]		[●]		[●]%	$	[●]		[●]%
[New Jersey]		[●]		[●]%	$	[●]		[●]%
[Pennsylvania]		[●]		[●]%	$	[●]		[●]%
[Connecticut]		[●]		[●]%	$	[●]		[●]%
[Colorado]		[●]		[●]%	$	[●]		[●]%
Other States		[●]		[●]%	$	[●]		[●]%
TOTAL		[●]		[●]%	$	[●]		[●]%

A-I-13

Since, as of [●], 20[●], the largest concentrations of accountholders by Total Receivables Outstanding (based on current billing addresses) in the Trust Portfolio were in [●], adverse economic conditions affecting accountholders residing in these areas could affect timely payment by the related accountholders of amounts due on the accounts and, accordingly, the actual rates of delinquencies and losses with respect to the Trust Portfolio. See “Risk Factors.”

The following table sets forth the composition of the Trust Portfolio by VantageScore^® credit score. A VantageScore^® credit score is a credit score developed by VantageScore Solutions, LLC, a joint venture of the three major credit reporting agencies (Experian, TransUnion and Equifax), using information collected by those credit reporting agencies to assess credit risk. The bank obtains, to the extent available, VantageScore^® credit scores at the origination of each account and periodically thereafter. In the following table, Total Receivables Outstanding are determined as of [●], 20[●], and VantageScore^® credit scores are determined during the month of [●]. References to “Total Receivables Outstanding” in the following table include both finance charge receivables and principal receivables. Because the future composition of the Trust Portfolio may change over time, this table is not necessarily indicative of the composition of the Trust Portfolio at any specific time in the future. VantageScore^® credit scores may change over time, depending on the conduct of the accountholder and changes in credit score technology.

Composition by VantageScore^® Credit Score⁽¹⁾ of the Trust Portfolio

VantageScore® Range	Total Receivables Outstanding		% of Total Receivables Outstanding
No Score	$	[●]		[●]%
590 or less	$	[●]		[●]%
591 to 650	$	[●]		[●]%
651 to 720	$	[●]		[●]%
721 or higher	$	[●]		[●]%
TOTAL	$	[●]		[●]%

(1) The VantageScore^® credit scores set forth in this table are VantageScore^® 4.0.

Data from an independent credit reporting agency, such as a VantageScore^® credit score, is one of several factors that may be used by the bank in its credit scoring system to assess the credit risk associated with each applicant. See “The Bank’s Credit Card Business – Underwriting Process.” Additionally, VantageScore^® credit scores are based on independent third-party information, the accuracy of which cannot be verified. VantageScore^® credit scores should not necessarily be relied upon as a meaningful predictor of the performance of the receivables in the Trust Portfolio.

Review of Pool Assets

As required by Rule 193 of the Securities Act of 1933, as amended, the bank and its affiliates have performed a review of the receivables and the disclosure regarding those receivables required to be included in this prospectus by Item 1111 of Regulation AB (such disclosure, the “Rule 193 Information”) and disclose below the nature of such review as well as the findings and conclusions of such review. The review was designed and effected to provide reasonable assurance that the disclosure regarding the receivables in this prospectus is accurate in all material respects.

The Rule 193 Information consisting of factual information was reviewed and approved by those officers and employees of the transferor, the bank and their affiliates who are knowledgeable about such factual information. Counsel to the transferor and its affiliates reviewed the Rule 193 Information consisting of descriptions of portions of the transaction documents and compared that Rule 193 Information to the related transaction documents. Officers of the transferor and its affiliates also consulted with internal regulatory personnel and counsel with respect to the description of the legal and regulatory provisions that may materially and adversely affect the performance of the transferred receivables or payments on the notes.

Employees of the transferor and its affiliates populated the statistical information in this prospectus with respect to the receivables using information derived from the bank’s database. The statistical information in this prospectus relating to the receivables was compared to information contained in the bank’s database regarding the

A-I-14

attributes of such receivables. As a result of such population and comparisons, the transferor determined that the statistical information relating to the receivables is consistent with the bank’s database.

The transferor’s review of the receivables is supported by the control processes routinely used by the bank’s parent, Bread Financial, in the operation of its business. Bread Financial achieves appropriate internal and external assurance work on its internal controls over financial reporting to maintain compliance with regulatory reporting requirements, including The Sarbanes-Oxley Act of 2002. Such assurance work is designed to provide reasonable assurance regarding the reliability of financial reporting. The nature, timing and extent of such assurance work are driven by risk-based assessments of the parent’s consolidated operations. The assurance work includes a review of the financial information from which the disclosure required by Item 1111 of Regulation AB regarding the issuing entity’s Portfolio is derived.

With respect to the disclosure under “Reviews of the Underwriting Process,” the bank periodically engages in activities that are designed to monitor and measure compliance with its credit policies, including testing of automated approval systems and monthly monitoring and compliance checks with respect to credit line decisions that are ultimately made outside of the automated system.

Portions of the review of the legal, regulatory and statistical information were performed with the assistance of third parties engaged by the transferor. The transferor determined the nature, extent and timing of the review and the level of assistance provided by the third parties. The transferor had ultimate authority and control over, and assumes all responsibility for, the review and the findings and conclusions of the review. The transferor attributes all findings and conclusions of the review to itself.

After undertaking the review described above, the depositor has concluded, with reasonable assurance, that the Rule 193 Information in this prospectus is accurate in all material respects.

Reviews of the Underwriting Process

As described under “The Bank’s Credit Card Business – Underwriting Process”, the bank makes virtually all underwriting and authorization decisions using an automated system that uses internal algorithms, external credit bureau scoring data and automated proprietary scoring technology to determine an applicant’s risk. This automated system determines whether to approve or decline a customer’s request for credit based on this risk and also sets a maximum initial credit line on each approved customer’s account, in each case without any underwriter discretion. In certain cases, the bank may further manually review applications that were initially declined through the automated process, either at the applicant’s request or in connection with the bank’s internal review process. In such cases, the bank verifies relevant customer data, makes any necessary corrections to the customer data and re-evaluates such applications using the bank’s underwriting criteria. The bank applies the same underwriting criteria in both the automated process, and during any manual reviews of applications initially declined through the automated process.

The bank’s strategy and governance group performs monthly testing on applications to ensure that the automated system is processing applications as intended. The bank’s strategy and governance group validates through population and sample testing to ensure adherence to bank’s underwriting criteria. Testing is performed across all portfolios to identify divergences from the bank’s underwriting criteria in applications approved through the automated process.

During the period from [●], 20[●] through [●], 20[●], the strategy and governance group’s monitoring of manually approved applications determined that applications that were initially declined through the automated process represented less than [●]% of new applications, which is consistent with the results of prior reviews. Accounts that are approved through the manual review process rather than the automated process, and are therefore considered exceptions, did not meet the bank’s initial underwriting policies for the following reasons: applicants with no or low credit score; missing or invalid applicant information or duplicate applications. The bank determined to include the receivables for which exceptions were identified in the Trust Portfolio because the fact that the accounts did not meet the bank’s initial underwriting policies would not have a material adverse effect on the issuing entity, and therefore the exceptions do not cause the receivables to be ineligible for sale to the issuing entity. Another compensating factor with respect to these exceptions is that the bank engages in ongoing monitoring of the files and adjusts the credit limits

A-I-15

on accounts as necessary based on an updated measure of risk as determined by the custom scoring model that is calculated for active accounts as described under “The Bank’s Credit Card Business – Underwriting Process.”

The bank’s internal audit department also performs annual evaluations and testing of compliance with the bank’s credit card underwriting policy and process guidelines. Such evaluations and testing are designed to provide reasonable assurance that the application process produces credit card accounts that comply with the bank’s underwriting policies. The internal audit department’s review of the credit line origination process completed in 20[●] consisted of independent reviews and testing of the automated execution of the credit risk management policies and standards, review of the strategy and governance group’s monthly testing and monitoring of credit application overrides, and an assessment of the design and operating effectiveness of change management controls for the credit risk management policies and standards. The audit validated that change management controls were functioning as designed. These audits produced no significant observations relating to the bank’s credit underwriting, manual approvals or credit line management processes.

Repurchase of Receivables

The transaction documents contain covenants requiring the repurchase of a receivable for the breach of a related representation or warranty. We, as securitizer, disclose all fulfilled and unfulfilled repurchase requests for receivables that were the subject of a demand to repurchase on SEC Form ABS-15G and on the trust’s monthly reports on Form 10-D. None of the credit card receivables securitized by the sponsor were the subject of a demand to repurchase or replace for a breach of the representations and warranties concerning the pool assets during the three-year period ending [●], 20[●]. As of the date of this prospectus, we filed our most recent Form ABS-15G with the Securities and Exchange Commission on [●], 20[●]. Our CIK number is 0001965221. For more information on obtaining a copy of the Form ABS-15G, see “Where You Can Find More Information.”

Item 1104(f), Item 1108(b)(4) and Item 1110(c) of Regulation AB require information regarding the bank’s financial condition in its capacity as sponsor, servicer and originator, respectively, to the extent that there is a material risk that (i) such condition could affect its ability to comply with the provisions in the transaction documents relating to its repurchase obligations which, as a result, could have a material impact on pool performance or the performance of the Series 20[●]-[●] notes, or (ii) the effect on one or more aspects of servicing resulting from such financial condition could have a material impact on pool performance or the performance of the Series 20[●]-[●] notes. As of the date of this prospectus, based on the historical performance of the receivables in the Trust Portfolio and the bank’s latest call report filed with the Federal Financial Institutions Examination Council, information regarding the bank’s financial condition is not disclosed in this prospectus.

Static Pool Information

The following table pairs set forth static pool–style information regarding the performance of the receivables in the Selected Portfolio and, separately, the receivables in the Trust Portfolio, with the Selected Portfolio table presented first and the corresponding Trust Portfolio table immediately following for each metric. The tables include static pool information for loss experience, delinquency experience, revenue (cash yield) experience and monthly principal payment rate experience. Due to the nature of the underlying pool assets, where the credit lines of the obligors are constantly revolving, these tables do not include information relating to (i) prepayments, because the concept of prepayments is not an applicable consideration for this asset class beyond payment rate data, which is provided, or (ii) standardized credit scores, because credit decisions are being made on an ongoing basis based on continuously evolving obligor credit scores.

The receivables in the Trust Portfolio were originated using the same underwriting procedures, in all material respects. The Series 20[●]-[●] notes receive cash flows from the receivables included in the Trust Portfolio. Thus, the receivables to which the Trust Portfolio static pool information relates were originated using the same underwriting procedures, in all material respects, as the receivables used as collateral for the Series 20[●]-[●] notes.

The composition of the Selected Portfolio and the Trust Portfolio is expected to change over time as credit card accounts arising in co-brand, private label and proprietary programs are added to, or removed from, the Selected Portfolio or the Trust Portfolio in the future. For Approved Portfolios, Automatic Additional Accounts may be

A-I-16

included in the issuing entity’s Portfolio as they are established, which may cause differences between Selected Portfolio vintages and Trust Portfolio vintages over time.

The performance data are grouped by year of origination of the accounts. Performance data for origination years prior to 20[●] have been combined under the performance data for origination year 20[●] as performance data for origination years prior to 20[●] could not be obtained separately without unreasonable effort or expense. There can be no assurance that the performance of receivables in the future will be similar to the historical performance set forth below. The date of origination of an account is generally the date on which the account is opened and when an account number is assigned to the account.

The following table pairs set forth the 30+ delinquency rate by origination year for the Selected Portfolio and the Trust Portfolio. The 30+ delinquency rate is calculated as the total amount of receivables that were 30 or more days delinquent as of the end of the period divided by the total receivables outstanding as of the end of the period. For each account included in the Trust Portfolio, performance data are based on the account’s performance on and after the date on which such account was added to the Trust Portfolio.

30+ Delinquency Rate for the Selected Portfolio

At [●],

Year Ended

[●]

[●]

[●]

[●]

[●]

[●]

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] and Older Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

30+ Delinquency Rate for the Trust Portfolio

At [●],

Year Ended

[●]

[●]

[●]

[●]

[●]

[●]

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] and Older Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

The following table pairs set forth the net loss rate by origination year for the Selected Portfolio and the Trust Portfolio for each of the periods shown, with the Selected Portfolio table presented first and the corresponding Trust Portfolio table immediately following. The net loss rate equals charged-off principal receivables net of recoveries divided by average principal receivables outstanding for the period. Certain figures are annualized and are not indicative of actual results for the entire year.

For each account included in the Trust Portfolio, performance data are based on the account’s performance on and after the date on which such account was added to the Trust Portfolio.

A-I-17

Net Loss Rate for the Selected Portfolio⁽¹⁾

At [●],

Year Ended

[●]

[●]

[●]

[●]

[●]

[●]

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] and Older Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

(1) Denominator is Average Principal Receivables Outstanding

Net Loss Rate for the Trust Portfolio⁽¹⁾

At [●],

Year Ended

[●]

[●]

[●]

[●]

[●]

[●]

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] and Older Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

(1) Denominator is Average Principal Receivables Outstanding

The following table pairs set forth the cash yield by origination year for the Selected Portfolio and the Trust Portfolio for each of the periods shown, with the Selected Portfolio table presented first and the corresponding Trust Portfolio table immediately following. Cash yield equals collected finance charges and fees, merchant discount fees and interchange divided by average principal receivables outstanding for the period. Certain figures are annualized and are not indicative of actual results for the entire year.

For each account included in the Trust Portfolio, performance data are based on the account’s performance on and after the date on which such account was added to the Trust Portfolio.

A-I-18

Cash Yield for the Selected Portfolio⁽¹⁾

[●] Month Period Ended

Year Ended

[●]

[●]

[●]

[●]

[●]

[●]

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] and Older Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

(1) Denominator is Average Principal Receivables Outstanding

Cash Yield for the Trust Portfolio⁽¹⁾

[●] Month Period Ended

Year Ended

[●]

[●]

[●]

[●]

[●]

[●]

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] and Older Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

(1) Denominator is Average Principal Receivables Outstanding

The following table sets forth the payment rate experience for the Trust Portfolio for each of the periods shown below by origination years. The principal payment rate is an average of the monthly principal payment rates in the applicable period. The monthly principal payment rate is a percentage of principal payments received during a month with respect to the principal receivables divided by the beginning of the month principal receivables outstanding.

For each account comprising the Trust Portfolio, performance data is based on the account’s performance on and after the date on which such account was added to the Trust Portfolio.

A-I-19

Monthly Principal Payment Rate for the Approved Portfolio⁽¹⁾

[●] Month Period Ended

Year Ended

[●]

[●]

[●]

[●]

[●]

[●]

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] and Older Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

(1) Denominator is Average Principal Receivables Outstanding

Monthly Principal Payment Rate for the Trust Portfolio⁽¹⁾

[●] Month Period Ended

Year Ended

[●]

[●]

[●]

[●]

[●]

[●]

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

[●] and Older Originations

[●]%

[●]%

[●]%

[●]%

[●]%

[●]%

(1) Denominator is Average Principal Receivables Outstanding

A-I-20

ANNEX II

OUTSTANDING SERIES AND CLASSES OF NOTES

The information provided in this Annex II is an integral part of the prospectus.

Group [●]

	Series/Class	Issuance Date		Stated Principal Amount		Note Interest Rate		Expected Final Distribution Date		Legal Maturity Date
1	Series [●]		[●], 20[●]	$	[●]		—		—		—
	Class A		—	$	[●]		[●]%		[●], 20[●]		[●], 20[●]
	Class B		—	$	[●]		[●]%		[●], 20[●]		[●], 20[●]

[The issuing entity has also issued Series 2026-VFN1 which is a series of variable funding notes, meaning that the aggregate Outstanding Principal Amount of the Series 2026-VFN1 notes may be increased or decreased from time to time subject to a maximum amount. The maximum amount of the Series 2026-VFN1 notes is $[●], $[●] of which is held by the transferor or affiliate. The maximum amount of the Series 2026-VFN1 notes may be increased or decreased from time to time, subject to certain conditions, including the mutual agreement of the transferor and the holders of the Series 2026-VFN1 notes. Series 2026-VFN1 is in an extendable revolving period (unless an early amortization event occurs prior to that date). That revolving period may be extended by mutual agreement of the transferor, the servicer and the holders of the Series 2026-VFN1 notes.]

A-II-1

Bread Financial Card Issuance Trust

Issuing Entity

Bread Financial Funding, LLC

Depositor and Transferor

Comenity Capital Bank

Sponsor, Originator and Servicer

Series 20[●]-[●]

$[●]* Class A [Fixed][Floating] Rate Asset Backed Notes

[$[●]* Class B [Fixed][Floating] Rate Asset Backed Notes]

PROSPECTUS

Underwriters

[Underwriter No. 1]

[Underwriter No. 2]

[Underwriter No. 3]

[Underwriter No. 4]

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information.

We are not offering the notes in any state where the offer is not permitted.

We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on the cover.

Dealers will deliver a prospectus when acting as underwriters of the notes and with respect to their unsold allotments or subscriptions. In addition, until the date which is 90 days after the date of this prospectus, all dealers selling the notes will deliver a prospectus. Such delivery obligation may be satisfied by filing the prospectus with the Securities and Exchange Commission.

* Subject to increase or decrease as discussed under “Introduction.”

* Subject to increase or decrease as discussed under “Introduction.”

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 12. Other Expenses of Issuance and Distribution

The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder, other than underwriting discounts and commissions.

SEC Registration Fee(1)
Printing and Engraving	$250,000*
Trustee’s Fees	$168,000*
Legal Fees and Expenses	$2,160,000*
Accountants’ Fees and Expenses	$432,000*
Rating Agency Fees	$2,700,000*
Miscellaneous Fees, including fees payable to the Asset Representations Reviewer	$740,000*
Total	$6,450,000*

* Estimated

⁽¹⁾  The registration fee is deferred in accordance with Rules 456(c) and 457(s) of the Securities Act of 1933.

Item 13. Indemnification of Directors and Officers

To the fullest extent permitted by the Delaware Limited Liability Company Act and in accordance with its Limited Liability Company Agreement, Bread Financial Funding, LLC (“BFF”) shall indemnify any member, officer, director, employee or agent of BFF who is, was or is threatened to be made a party to any proceeding (including a proceeding by or in the right of BFF or by or on behalf of a member) by reason of the fact that he, she or it is or was a member, officer or director of BFF, is or was acting on behalf of BFF in good faith or is or was serving, at the request of BFF, as a director, manager, officer, employee or agent of any other legal entity, or is a fiduciary of any employee benefit plan established at the direction of BFF, against all liabilities and reasonable expenses incurred in the proceeding except such liabilities and expenses as are incurred because of such individual’s willful misconduct or knowing violation of the criminal law. Reference is also made to the form of underwriting agreement filed as Exhibit 1.1 hereto which provides for indemnification (in certain circumstances) of the officers of BFF who execute the registration statement as well as any controlling persons of BFF.

Item 14. Exhibits and Financial Statements

Exhibit Number	Description
1.1	Form of Underwriting Agreement for the Notes.
3.1	Second Amended and Restated Limited Liability Company Agreement of Bread Financial Funding, LLC, dated as of June 11, 2026.
4.1	Receivables Purchase Agreement, dated as of June  11, 2026, between Comenity Capital Bank and Bread Financial Funding, LLC.
4.2	Transfer Agreement, dated as of June  11, 2026, among Bread Financial Funding, LLC, Bread Financial Card Issuance Trust, and U.S. Bank Trust Company, National Association.
4.3	Indenture, dated as of June  11, 2026, among Bread Financial Card Issuance Trust, U.S. Bank Trust Company, National Association, and U.S. Bank National Association.
4.4	Form of Indenture Supplement, including form of Notes.

Exhibit Number	Description
4.5	Servicing Agreement, dated as of June  11, 2026, among Bread Financial Funding, LLC, Comenity Capital Bank, Bread Financial Card Issuance Trust, and U.S. Bank Trust Company, National Association.
5.1	Opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality of the Notes.
8.1	Opinion of Orrick, Herrington & Sutcliffe LLP with respect to federal tax matters.
10.1	Amended and Restated Trust Agreement, dated as of June  11, 2026, between Bread Financial Funding, LLC and BNY Mellon Trust of Delaware.
10.2	Asset Representations Review Agreement, dated as of June  11, 2026, among Comenity Capital Bank, Bread Financial Funding, LLC, Bread Financial Card Issuance Trust, and FTI Consulting, Inc.
10.3	Securities Account Control Agreement, dated as of June  11, 2026, among Bread Financial Card Issuance Trust, U.S. Bank Trust Company, National Association, and U.S. Bank National Association.
23.1	Consent of Orrick, Herrington  & Sutcliffe LLP (to be included in its opinions filed as Exhibits 5.1 and 8.1).
24.1	Power of Attorney of Bread Financial Funding, LLC (included in the signature page to this registration statement).
25.1	Form  T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, as Indenture Trustee under the Indenture.
36.1	Form of Depositor Certification for Shelf Offerings of Asset-Backed Securities.
99.1	Sixth Amended and Restated Service Agreement, dated as of January  1, 2025, between Comenity Servicing LLC and Comenity Capital Bank.
99.2	First Amendment to Sixth Amended and Restated Service Agreement, dated as of April  1, 2025, between Comenity Servicing LLC and Comenity Capital Bank.
99.3	First Addendum to Sixth Amended and Restated Service Agreement, dated as of April  1, 2025, between Comenity Servicing LLC and Comenity Capital Bank.
99.4	Second Addendum to Sixth Amended and Restated Service Agreement, dated as of June  1, 2025, between Comenity Servicing LLC and Comenity Capital Bank.
99.5	Third Addendum to Sixth Amended and Restated Service Agreement, dated as of October  1, 2025, between Comenity Servicing LLC and Comenity Capital Bank.
99.6	Fourth Addendum to Sixth Amended and Restated Service Agreement, dated as of January  1, 2026, between Comenity Servicing LLC and Comenity Capital Bank.
99.7	Fifth Addendum to Sixth Amended and Restated Service Agreement, dated as of April  1, 2026, between Comenity Servicing LLC and Comenity Capital Bank.
99.8	Sixth Addendum to Sixth Amended and Restated Service Agreement, dated as of June  1, 2026, between Comenity Servicing LLC and Comenity Capital Bank.
99.9	Service Agreement, dated as of April  1, 2025, between Comenity Servicing LLC and Comenity Capital Bank.
107.1	Calculation of Filing Fee Tables.

Item 15. Undertakings

(a) Rule 415 Offering

The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, That:

(A) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement;

(B) Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is for an offering of asset-backed securities on Form SF-3 and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)  That for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430D:

(A) Each prospectus filed by the undersigned registrant pursuant to Rule 424(b)(3) and (h) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430D relating to an offering made pursuant to

Rule 415(a)(1)(vii) or (a)(1)(xii) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430D, for liability purposes of the issuer and any person that is at the date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(5)  That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)  If any registrant is relying on Rule 430D, with respect to an offering of securities registered on Form SF-3, to file the information previously omitted from the prospectus filed as part of an effective registration statement in accordance with Rule 424(h) and Rule 430D.

(b) Filings Incorporating Subsequent Exchange Act Documents by Reference

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Request for Acceleration of Effective Date

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the

registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) Filings Regarding Asset-Backed Securities Incorporating by Reference Subsequent Exchange Act Documents by Third Parties

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SF-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Wilmington, state of Delaware on July 8, 2026.

BREAD FINANCIAL FUNDING, LLC , a Delaware limited liability company
By:	/s/ Wai Chung
	Name: Wai Chung
	Title: Treasurer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wai Chung, as his or her true and lawful attorney-in-fact and agent, with full power and substitution and resubstitution, for and in his or her own name, place and stead, in any and all capacities, acting alone, to sign this registration statement, any and all amendments (including post-effective amendments) to this registration statement and any or all other documents in connection therewith, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as might or could be done in person, hereby ratifying and confirming all said attorney-in-fact and agent or any of them or any substitute or substitute for any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on July 8, 2026 by the following persons in the capacities indicated.

Signature	Title
/s/ Bruce Bowman	President, Chief Executive Officer and Director
Bruce Bowman	(Principal Executive Officer)
/s/ Brigette Vinton	Chief Financial Officer and Director
Brigette Vinton	(Principal Financial Officer and Principal Accounting Officer)
/s/ Wai Chung	Treasurer and Director
Wai Chung

EX-1.1

Exhibit 1.1

Form of Underwriting Agreement

Bread Financial Card Issuance Trust

$[  ] Class A

Series [_]-[_] [Fixed/Floating] Rate Asset Backed Notes

$[  ] Class B

Series [_]-[_] [Fixed/Floating] Rate Asset Backed Notes

[_____], 20[__]

[Name(s) and Address(es) of Representative(s)]

Ladies and Gentlemen:

The undersigned, Bread Financial Funding LLC (the “Transferor”), proposes to cause Bread Financial Card Issuance Trust (the “Issuer” or the “Trust”) to issue $[____] (stated principal amount) Class A Series [_]-[_] [Fixed/Floating] Rate Asset Backed Notes (the “Class A Notes”) and $[____] (stated principal amount) Class B Series [_]-[_] [Fixed/Floating] Rate Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”). The Class A Notes [and the Class B Notes] are referred to herein as the “Underwritten Notes.” [The Class B Notes are referred to herein as the “Retained Notes” and will be retained by the Transferor (referred to herein as the “Retained Notes Transaction”).] [_____] and [_____], each as a representative of the Underwriters (as defined below), may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust established as Bread Financial Card Issuance Trust and created pursuant to (a) a Trust Agreement, dated as of January 30, 2026, as amended and restated on June 11, 2026 (as further amended, restated or otherwise modified from time to time, the “Trust Agreement”), between the Transferor and BNY Mellon Trust of Delaware (the “Owner Trustee”), and (b) the filing of a certificate of trust with the Secretary of State of the State of Delaware on January 30, 2026. The Notes will be issued pursuant to an Indenture, dated as of June 11, 2026 (as amended, restated or otherwise modified from time to time, the “Master Indenture”), as supplemented by the Series [_]-[_] Indenture Supplement thereto, expected to be dated as of [_____], 20[_] (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”), each between the Issuer, U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”) and U.S. Bank National Association, as securities intermediary (the “Securities Intermediary”). The Notes are more fully described in the Registration Statement (as defined below).

The Underwritten Notes will be sold pursuant to this Underwriting Agreement (this “Agreement”), and will represent a debt obligation to be paid from the assets of the Trust. The property of the Trust will include, among other things, receivables (the “Receivables”) generated from time to time in a portfolio of designated credit card accounts (the “Accounts”) owned by Comenity Capital Bank (including any successor by merger or consolidation or assign, the “Bank”). The Receivables have been, and will from time to time be, sold to the Transferor pursuant to a Receivables Purchase Agreement, dated as of June 11, 2026 (as amended, restated or otherwise modified from time to time, the “Receivables Purchase Agreement”), between the Bank and the Transferor. The Receivables have been, and will from time to time be, conveyed by the Transferor to the Issuer pursuant to a Transfer Agreement, dated as of June 11, 2026 (as amended, restated or otherwise modified from time to time, the “Transfer Agreement”), among the Transferor, the Issuer and the Indenture Trustee. Certain of the Receivables (and the related

Accounts) may be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of June 11, 2026 (as amended, restated or otherwise modified from time to time, the “Asset Representations Review Agreement”), among the Bank, the Transferor, the Issuer and the Asset Representations Reviewer. Pursuant to the Servicing Agreement, dated as of June 11, 2026 (as amended, restated or otherwise modified from time to time, the “Servicing Agreement”), among the Transferor, the Issuer, the Indenture Trustee and the Bank, the Bank has agreed to service the Receivables on behalf of the Issuer and act as administrator for the Issuer. The first priority security interest of the Indenture Trustee for the benefit of the Noteholders in the Issuer Accounts maintained and held at the Securities Intermediary will be perfected pursuant to a Securities Account Control Agreement, dated as of June 11, 2026 (as amended, restated or otherwise modified from time to time, the “Account Control Agreement”), among the Issuer, the Indenture Trustee and the Securities Intermediary.

The Receivables Purchase Agreement, the Trust Agreement, the Transfer Agreement, the Indenture, this Agreement, the Servicing Agreement, the Asset Representations Review Agreement and the Account Control Agreement are each sometimes referred to herein as a “Transaction Document” and, collectively, as the “Transaction Documents.” Each capitalized term used but not defined herein shall have the meaning specified in the Indenture or the relevant Transaction Document, as applicable.

The Transferor and the Bank hereby agree, severally and not jointly, with the underwriters for the Underwritten Notes listed on Schedule A hereto (the “Underwriters”) as follows:

1.  Representations, Warranties and Agreements of the Transferor. The Transferor represents and warrants to, and agrees with, the Underwriters that:

(a)  The Transferor has filed with the Securities and Exchange Commission (the “Commission”), on Form SF-3, a registration statement (Registration Nos. [●], [●] and [●]) relating to the Underwritten Notes, including a form of prospectus pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Act”). The Transferor may have filed one or more amendments thereto, each of which has been furnished to the Representatives. The Transferor has filed the Preliminary Prospectus (as defined below) with the Commission in accordance with Rule 424(h) under the Act (“Rule 424(h)”) and will also file with the Commission a prospectus (the “Final Prospectus”) in accordance with Rule 424(b) under the Act (“Rule 424(b)”). As filed, the registration statement, as amended, the form of prospectus, and any prospectuses filed pursuant to Rule 424 under the Act relating to the Underwritten Notes shall, except to the extent that the Representatives shall have agreed in writing to a modification, be in all substantive respects in the form furnished to you prior to the Execution Date (as defined below) or, to the extent not completed as of the Execution Date, shall contain only such specific additional information and other changes (beyond those contained in the latest preliminary prospectus which has previously been furnished to the Underwriters) as the Transferor shall have advised the Underwriters, prior to the Execution Date, will be included or made therein.

For purposes of this Agreement, “Effective Date” means the date and time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of such registration statement pursuant to Rule 430D under the Act. Such registration statement, as amended as of the Effective Date, and including the exhibits thereto, any material incorporated by reference therein and all information deemed to be part of such registration statement as of the Effective Date pursuant to Rule 430D under the Act, is hereinafter referred to as the “Registration Statement,” and any prospectus relating to the Underwritten Notes, as filed with the Commission pursuant to and in accordance with Rule 424(b) or Rule 424(h), as applicable, is, together with the prospectus filed as part of

2

the Registration Statement, hereinafter referred to as the “Prospectus.” “Execution Date” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

Prior to the time the first contract of sale (or, in the event a contract reformation is effective to terminate the existing contract of sale and extinguish any rights thereunder, the time of the first such effective contract reformation) for the Underwritten Notes was entered into, as designated on Schedule A hereto (the “Time of Sale”), the Transferor had prepared a preliminary prospectus, dated [_____], 20[__] (subject to completion) (together with the Ratings Free Writing Prospectus (as defined below), the “Time of Sale Information”). As used herein, “Preliminary Prospectus” means, with respect to any date or time referred to herein, the most recent preliminary prospectus (as amended or supplemented, if applicable), which has been prepared and delivered by the Transferor to the Underwriters in accordance with the provisions of this Agreement. The conditions of Rule 415 under the Act have been satisfied with respect to the Registration Statement and the Registration Statement has been declared effective by the Commission not more than three years prior to the date hereof.

If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), the Preliminary Prospectus is determined to include an untrue statement of material fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and the Transferor has prepared and delivered to the Underwriters a Corrected Prospectus (as defined below), and as a result investors in the Underwritten Notes elect to terminate their existing “Contracts of Sale” (within the meaning of Rule 159 under the Act) for any Underwritten Notes, then “Time of Sale Information” will refer to the Ratings Free Writing Prospectus and the information conveyed to investors on the date of entry into the first new Contract of Sale in an amended Preliminary Prospectus approved by the Transferor and the Underwriters that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the date on which such new Contracts of Sale were entered into. The Transferor promptly shall deliver the final Corrected Prospectus (and any information that corrects the material misstatements or omissions) to the Representative before the new Time of Sale to allow the Underwriters to deliver the final Corrected Prospectus (and any information that corrects the material misstatements or omissions) to each investor at least 48 hours before the new Time of Sale, and the Transferor shall prepare and file with the Commission, an amendment or supplement that will correct such statement or omission.

(b)  (i)  On the Effective Date and as of the Execution Date, the Registration Statement did or will, and, when the Preliminary Prospectus and the Final Prospectus was first filed and on the Closing Date, the Final Prospectus did or will, comply in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission promulgated thereunder (the “Rules and Regulations”) and the Trust Indenture Act and the rules and regulations thereunder; provided, however, that the Registration Statement does not include the ratings of the Underwritten Notes as required by Items 1103(a)(9) and 1120 of Regulation AB, 17 C.F.R. § 229.1103(a)(9) and 17 C.F.R. § 229.1120, in reliance on the no-action letter provided by the Commission to Ford Motor Credit Company LLC and Ford Credit Auto Receivables II LLC (July 22, 2010), as extended indefinitely by the Commission (November 23, 2010);

 (ii)  on the Effective Date, as of its respective date and as of the Execution Date, the Registration Statement did not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, that the Transferor makes no representation or warranty as to the information contained in or omitted from the Registration Statement in reliance upon and in conformity with the Underwriter Information (as defined below);

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(iii)  at the Time of Sale, the Time of Sale Information did not, and as of the Closing Date will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the Final Prospectus);

(iv)  as of its date, the Final Prospectus, when taken together with the Ratings Free Writing Prospectus, did not, and as of the Closing Date, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Transferor makes no representation or warranty as to the information contained in or omitted from the Final Prospectus in reliance upon and in conformity with the Underwriter Information;

(v)  other than the Preliminary Prospectus, the Final Prospectus and any issuer free writing prospectus, as defined in Rule 433(h) under the Act (an “Issuer Free Writing Prospectus”), relating to the Underwritten Notes in a form agreed to by the parties hereto, including, but not limited to, the Issuer Free Writing Prospectus filed with the Commission on [_____], 20[__] that discloses the ratings to be issued on the Underwritten Notes and the fees paid to each Hired NRSRO (as defined below) (the “Ratings Free Writing Prospectus”), the Transferor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Notes;

(vi)  (x) any Issuer Free Writing Prospectus will not, as of the date such Issuer Free Writing Prospectus is disseminated, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; (y) any Issuer Free Writing Prospectus shall contain a legend substantially in the form of and in compliance with Rule 433(c)(2)(i) of the Act, and shall otherwise conform to any requirements for “free writing prospectuses” under the Act; and (z) any Issuer Free Writing Prospectus shall be filed with the Commission pursuant to Rule 433 thereunder in the manner and within the time period required by Rule 433(d)(1); and

(vii)  the conditions to the offering of the Underwritten Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, shall be satisfied as of the Closing Date; there is no request by the Commission for any further amendment of the Registration Statement or the Final Prospectus or for any additional information; the Commission has not issued any stop order suspending the effectiveness of the Registration Statement and the Bank is not aware of any proceeding for that purpose having been instituted or threatened; the Transferor has conducted its annual compliance evaluation as required under the rules and regulations of the Commission under the Act, as of ninety days after the end of the Transferor’s fiscal year ended December 31, 20[●], and determined that it met the registrant requirements set forth in General Instruction I.A to Form SF-3 on such date; and there has been no notification with respect to the suspension of the qualification for sale of the Underwritten Notes in any jurisdiction or any proceeding for such purpose having been instituted or threatened; provided, that the Transferor makes no representation or warranty as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Final Prospectus in reliance upon and in conformity with the Underwriter Information.

(c)  Since the respective dates as of which information is given in the Registration Statement, the Preliminary Prospectus or the Final Prospectus, (i) there has not been any material adverse

4

change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, management, financial condition, equity interests, results of operations, regulatory situation or business prospects of the Transferor, and (ii) the Transferor has not entered into any transaction or agreement (whether or not in the ordinary course of business) that, in either case, would reasonably be expected to materially adversely affect the interests of the holders of the Underwritten Notes, otherwise than as set forth or contemplated in the Preliminary Prospectus.

(d)  The Transferor (i) is duly formed, validly existing and in good standing under the laws of the jurisdiction in which it is formed, (ii) is qualified to transact business in, and is in good standing under, the laws of each jurisdiction in which its activities require such qualification, and (iii) has, and had at all relevant times, full power, authority and legal right to own its properties and conduct its business as such properties and such business are described in the Registration Statement, the Preliminary Prospectus and the Final Prospectus and to execute, deliver and perform its obligations under each Transaction Document to which it is a party and to authorize the issuance of the Notes.

(e)  Each Transaction Document to which the Transferor is a party has been duly authorized, executed and delivered by the Transferor, and assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a valid and binding obligation of the Transferor enforceable against the Transferor in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or at law). As of the Closing Date, the Transaction Documents and the Notes will conform in all material respects to the description thereof contained in the Preliminary Prospectus and the Final Prospectus.

(f)  The Receivables conform, or will conform, as applicable, in all material respects with the description thereof contained in the Preliminary Prospectus and the Final Prospectus.

(g)  None of the transfer of the Receivables to the Issuer by the Transferor, the execution or delivery of any Transaction Document by the Transferor, the consummation of any of the transactions herein or therein contemplated, [the consummation of the Retained Notes Transaction,] the fulfillment of the terms of any Transaction Document, or the issuance and sale of the Notes will result in the breach of any term or provision of the certificate of formation or limited liability company agreement of the Transferor or conflict with, result in a material breach, violation or acceleration of, or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Transferor is a party or by which it or its properties is bound or may be affected or any material statute, order or regulation applicable to the Transferor of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Transferor, will result in the creation of any Lien upon any property or assets of the Transferor (other than as contemplated in any Transaction Document) or will violate any requirements of law presently in effect, applicable to it or its properties. The Transferor is not a party to, bound by, or in breach or violation of, any indenture or other agreement or instrument, or subject to, or in violation of, any statute, order or regulation of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over it, that materially and adversely affects the ability of it to perform its obligations under any Transaction Document to which it is a party.

(h)  Other than as set forth or contemplated in the Preliminary Prospectus, there are no charges, investigations, actions, suits, claims or proceedings affecting the Transferor before or by any court, regulatory body, administrative agency, governmental body or arbitrator now pending or, to the knowledge of the Transferor, threatened that, separately or in the aggregate, would (i) reasonably be likely to have a material adverse effect on (x) the general affairs, business, management, financial condition, equity interests, results of operations, regulatory status or business prospects of the Transferor or (y) the ability of

5

the Transferor to perform its obligations under any Transaction Document to which it is a party, (ii) assert the invalidity of any Transaction Document or any Note, (iii) seek to prevent the issuance, sale or delivery of the Notes or any of the transactions contemplated by any Transaction Document, or (iv) seek to affect adversely the federal income tax or ERISA attributes of the Underwritten Notes described in the Preliminary Prospectus.

(i)  No federal, state or local tax, including intangibles tax or documentary stamp tax, the non-payment of which would result in the imposition of a Lien on the Receivables, is imposed with respect to the conveyance of the Receivables by the Transferor pursuant to any Transaction Document, or in connection with the issuance of the Notes by the Trust, or the holding of such Receivables by the Trust, or in connection with any of the other transactions contemplated by any Transaction Document. Any such taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Notes or the execution and delivery of this Agreement or any Transaction Document have been or will have been paid by the Transferor at or prior to the Closing Date.

(j)  As of the Closing Date, the representations and warranties of the Transferor in each Transaction Document to which it is a party will be true and correct in all material respects (except to the extent any such representation or warranties relate to an earlier point in time in which case such representations and warranties are true and correct as of such date).

(k)  Except as required under the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable securities laws, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the execution, delivery and performance by the Transferor of, or the compliance by the Transferor with, each Transaction Document to which it is a party, the consummation of the Retained Notes Transaction or the consummation of the transactions contemplated hereby or thereby other than (i) those that have been obtained or made and remain in full force and effect, and (ii) without limitation, the filing of Uniform Commercial Code financing statements with respect to the Receivables.

(l)  At the time of such transfer, the Transferor had good and marketable title to the Receivables being transferred by it to the Issuer or otherwise pursuant to the Transfer Agreement, free and clear of any Liens (other than as contemplated in the Transfer Agreement) and has not and will not have assigned to any Person any of its right, title or interest in such Receivables or the Transaction Documents (other than as contemplated in the Transfer Agreement or the Indenture) or the Notes being issued pursuant to the Indenture, and the Transferor had the power and authority to so transfer such Receivables, and the Trust and the Indenture Trustee had and, on the Closing Date, will have good and marketable title to, or a first-priority, perfected security interest in, such Receivables, and, upon the delivery to the Underwriters of the Underwritten Notes and payment by the Underwriters of the purchase price therefor on the Closing Date, and the Underwriters will have good and marketable title to the Underwritten Notes, in each case free and clear of any Liens (other than as contemplated in the Transaction Documents).

(m)  Neither the Trust nor the Transferor is, or will be as a result of the issuance and sale of the Notes, an “investment company” or a company “controlled by” an investment company within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). In reaching the conclusion described in the immediately preceding sentence with respect to the Trust, although other statutory or regulatory exclusions or exemptions may be available, the Trust relies on an exemption from the definition of “investment company” under the 1940 Act provided by Rule 3a-7 thereunder. The Trust has been structured so as not to constitute a “covered fund” for purposes of Section 13 of the Bank Holding Company Act of 1956 (commonly referred to as the “Volcker Rule”).

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(n)  The Transferor was not, on the date on which the first bona fide offer (as described in Rule 164(h)(2) of the Act) of the Underwritten Notes was made, an “ineligible issuer” as such term is defined in Rule 405 of the Act.

(o)  The Transferor has provided a written representation to each of the nationally recognized statistical rating organizations hired by the Transferor (collectively, the “Hired NRSROs”), which satisfied the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), as amended (the “17g-5 Representation”). The Transferor has complied, and will continue to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation that would not have a material adverse effect on the Notes or any breach of the 17g-5 Representation arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 4.

(p)  Neither the Transferor nor the Issuer, nor any of their respective affiliates, has engaged, and from the date of this Agreement to the Closing Date, will engage, any third-party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Issuer in connection with the issuance and offering of the Underwritten Notes.

(q)  No Early Amortization Event, and no event that would become an Early Amortization Event after any applicable grace period has elapsed, exists with respect to any outstanding Series of notes issued by the Issuer and no event has occurred that would constitute (after the issuance of such notes) an Early Amortization Event or would become an Early Amortization Event after any applicable grace period has elapsed.

(r)  The Transferor has complied with Rule 193 under the Act in all material respects in connection with the offering of the Notes.

(s)  The Transferor has paid the registration fee for the Notes in accordance with Rule 456 under the Act.

(t)  The Notes have been duly authorized and will be issued pursuant to the terms of the Indenture and, when executed by the Owner Trustee on behalf of the Issuer and authenticated by the Indenture Trustee in accordance with the Indenture and delivered pursuant to the Indenture and this Agreement, will be duly and validly executed, issued and outstanding and will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or at law). The Notes will be in the form contemplated by the Indenture, and the Notes and the Indenture will conform in all material respects to the descriptions thereof contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus.

2.   Representations, Warranties and Agreements of the Bank. The Bank represents and warrants to, and agrees with, the Underwriters that:

(a)  It (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, (ii) is qualified to transact business in, and is in good standing under, the laws of each jurisdiction in which its activities require such qualification, and (iii) has, and had at all relevant times, full power, authority and legal right to own its properties and conduct its business as such properties and such business are described in the Registration Statement, the Preliminary Prospectus and

7

the Final Prospectus, to service the Receivables, to administer the Trust and to execute, deliver and perform its obligations under this Agreement and each Transaction Document to which it is a party.

(b)  Each Transaction Document to which the Bank is a party has been duly authorized, executed and delivered by the Bank, and assuming the due authorization, execution and delivery thereof by the other parties thereto, each such Transaction Document constitutes valid and binding obligations of the Bank, enforceable against the Bank in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or at law). As of the Closing Date, each Transaction Document to which the Bank is a party will conform in all material respects to the description thereof contained in the Preliminary Prospectus and the Final Prospectus.

(c)  Other than as set forth or contemplated in the Preliminary Prospectus and, as will be set forth or contemplated in the Final Prospectus, there are no charges, investigations, actions, suits, claims or proceedings affecting the Bank before or by any court, regulatory body, administrative agency, governmental body or arbitrator now pending or, to the knowledge of the Bank, threatened that, separately or in the aggregate, would (i) reasonably be likely to have a material adverse effect on (x) the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory status or business prospects of the Bank or (y) the ability of the Bank to perform its obligations under any Transaction Document to which it is a party or (ii) assert the invalidity of any Transaction Document to which it is a party or any Note.

(d)  As of the Closing Date, the representation and warranties of the Bank in each Transaction Document to which it is a party will be true and correct in all material respects, as if set forth herein (except to the extent any such representation or warranty relates to an earlier point in time in which case such representation and warranties are true and correct as of such date).

(e)  No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the execution, delivery and performance by the Bank of, or the compliance by the Bank with, any Transaction Document to which it is a party[, the consummation of the Retained Notes Transaction] or the consummation of the transactions contemplated hereby or thereby other than (i) those that have been obtained or made and remain in full force and effect, and (ii) without limitation, the filing of Uniform Commercial Code financing statements with respect to the Receivables.

(f)  The Bank has not granted, assigned, pledged or transferred and will not grant, assign, pledge or transfer to any Person, and as Administrator will cause the Trust not to grant, assign, pledge or transfer to any Person, a security interest in, or any other right, title or interest in, the Receivables, except as provided in the Receivables Purchase Agreement, and agrees to take all action required by the Receivables Purchase Agreement in order to effect the sale of the related Receivables made pursuant to the Receivables Purchase Agreement.

(g)  None of the transfer of the Receivables to the Transferor by the Bank, the execution or delivery of any Transaction Document by the Bank, the consummation of the Retained Notes Transaction, the consummation of any of the transactions herein or therein contemplated, or the fulfillment of the terms of any Transaction Document, will result in the breach of any term or provision of the charter or by-laws of the Bank or conflict with, result in a material breach, violation or acceleration of, or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Bank is a party or by which it or its properties is bound or may be affected or any material statute, order or regulation applicable to the Bank of any court, regulatory body, administrative agency, governmental body or

8

arbitrator having jurisdiction over the Bank or will result in the creation of any Lien upon any property or assets of the Bank (other than as contemplated in any Transaction Document). The Bank is not a party to, bound by, or in breach or violation of, any indenture or other agreement or instrument, or subject to, or in violation of, any statute, order or regulation of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over it, that materially and adversely affects the ability of it to perform its obligations under any Transaction Document to which it is a party.

(h)  The Bank has complied, and will continue to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation that would not have a material adverse effect on the Notes or any breach of the 17g-5 Representation arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 4.

(i)   No Early Amortization Event, and no event that would become an Early Amortization Event after any applicable grace period has elapsed, exists with respect to any outstanding Series of notes issued by the Issuer and no event has occurred that would constitute (after the issuance of such notes) an Early Amortization Event or would become an Early Amortization Event after any applicable grace period has elapsed.

(j)   Neither the Bank nor any of its respective affiliates, has engaged, and from the date of this Agreement to the Closing Date, will engage, any third-party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Issuer in connection with the issuance and offering of the Underwritten Notes.

(k)  The Bank is the appropriate entity to comply with all of the requirements imposed on the sponsor of a securitization transaction in accordance with the final rules contained in Regulation RR, 17 C.F.R. § 246.1, et seq. (the “Credit Risk Retention Rules”), implementing the credit risk retention requirements of Section 15G of the Exchange Act. The Bank does comply, as of the date hereof, and will comply, for so long as the Credit Risk Retention Rules are applicable, in all material respects with the Credit Risk Retention Rules, including the disclosure requirements thereof, through a “wholly-owned affiliate” (as defined in the Credit Risk Retention Rules), including causing such wholly-owned affiliate to maintain a “seller’s interest” (as defined in the Credit Risk Retention Rules) of not less than 5% of the aggregate unpaid principal balance of all outstanding investor “ABS interests” (as defined in the Credit Risk Retention Rules) in the Trust, determined in accordance with the Credit Risk Retention Rules, for the duration required by the Credit Risk Retention Rules, without any impermissible hedging, transfer or financing of such retained interest.

(l)   The Bank is not, and will not be as a result of the issuance and sale of the Notes, an “investment company” or a company “controlled by” an investment company within the meaning of the 1940 Act. The Trust has been structured so as not to constitute a “covered fund” for purposes of the Volcker Rule.

(m)  Neither the Bank nor any of its controlled affiliates, subsidiaries, directors or officers is the target or subject of any economic sanctions enforced by the U.S. Government (including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)) or the United Nations Security Council (collectively, “Sanctions”). The Bank will not use any payments made pursuant to this Agreement (i) to fund or facilitate any prohibited activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any prohibited activities of or business with any country or territory that is the target or subject of comprehensive territorial Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person.

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(n)  The operations of the Bank and its subsidiaries are, and have been, conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements and the applicable anti-money laundering statutes, rules and regulations of the jurisdictions in which the Bank and its subsidiaries operate (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body involving the Bank or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Bank, threatened.

(o)  Neither the Bank nor any of its subsidiaries, nor any of their respective directors or officers, nor, to the knowledge of the Bank, any employee or agent of the Bank or any of its subsidiaries, has taken any action in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), and each of the Bank and its subsidiaries has instituted and maintains policies and procedures reasonably designed to promote compliance with the FCPA.

3.   Purchase, Sale, Payment and Delivery of Underwritten Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Transferor agrees to cause the Issuer to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Issuer, on or about [●], or on such other date as shall be mutually agreed upon by the Transferor and the Underwriters (the “Closing Date”), the amount of Class A Notes [and Class B Notes] set forth in Schedule A opposite the name of such Underwriter. The Class A Notes being purchased by the Underwriters hereunder are to be purchased at a purchase price equal to [_____]% of the principal amount thereof. [The Class B Notes being purchased by the Underwriters hereunder are to be purchased at a purchase price equal to [_____]% of the principal amount hereof.]

The closing of the sale of the Notes (the “Closing”) shall be held at the offices of Orrick, Herrington & Sutcliffe LLP, 51 West 52nd Street, New York, New York 10019, on or about 9:00 A.M. (E.S.T.) on the Closing Date. Payment of the purchase price for the Underwritten Notes being sold and purchased hereunder shall be made on the Closing Date by wire transfer of federal or other immediately available funds to the accounts to be designated one Business Day prior to the Closing Date by the Transferor, against delivery of the Underwritten Notes at the Closing on the Closing Date. Each of the Underwritten Notes to be so delivered shall be represented by one or more definitive notes registered in the name of Cede & Co. as nominee for The Depository Trust Company.

4.   Offering by Underwriters.

(a)  It is understood that, after the Effective Date, the Underwriters propose to offer the Underwritten Notes for sale to the public (which may include selected dealers) as set forth in the Final Prospectus.

(b)  Other than the Preliminary Prospectus, the Final Prospectus and the Ratings Free Writing Prospectus, each Underwriter severally represents, warrants and covenants that it has not prepared, made, used, authorized, approved, disseminated or referred to and will not prepare, make, use, authorize, approve, disseminate or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Notes, including but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act unless such Underwriter has obtained the prior written approval of the Transferor; provided, however, that (x) each Underwriter may prepare and convey to one or more of its potential investors one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (i) information contemplated by Rule 134 under the Act and included or to be included in the Preliminary Prospectus or the Final Prospectus, (ii) the weighted average life, pot/retention allocation, expected settlement date and expected pricing information with respect to the Underwritten Notes, or

10

(iii) columns or other entries showing the status of the subscriptions, the expected pricing parameters, the weighted average life or the trade date of the Underwritten Notes (each such communication, an “Underwriter Free Writing Prospectus”), and (y) each Underwriter will be permitted to provide confirmations of sale.

(c)  Each Underwriter severally represents and agrees (i) that it did not enter into any contract of sale for any Underwritten Notes prior to the Time of Sale, (ii) that, during the period prior to the filing of the Final Prospectus (as notified to the Underwriters by the Transferor) it will deliver the Preliminary Prospectus to each investor to whom it sells Underwritten Notes at or prior to the time of the Contract of Sale (within the meaning of Rule 159 under the Act) for such investor, and (iii) that it will deliver any final Corrected Prospectus (and any information that corrects any material misstatements or omissions) to each investor at least 48 hours before the new Time of Sale.

(d)  Each Underwriter severally represents, warrants and agrees that:

 (i)   each Underwriter Free Writing Prospectus prepared by it will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Underwritten Notes, include any untrue statement of material fact or omit any material fact necessary to make the statements contained therein, when read together with the Preliminary Prospectus, in light of the circumstances under which they were made, not misleading; provided, however, that no Underwriter makes such representation, warranty or agreement to the extent such misstatements or omissions were the result of any inaccurate information that was included in the Preliminary Prospectus or the Final Prospectus or any inaccurate information furnished to the Underwriter by the Transferor or the Bank expressly for use therein, which information was not corrected by information subsequently provided by the Transferor or the Bank to the Underwriter reasonably prior to the time of first use of such Underwriter Free Writing Prospectus; and

 (ii)  each Underwriter Free Writing Prospectus prepared by it shall contain a legend substantially in the form of and in compliance with the Rules and Regulations of the Act, and shall otherwise conform to any requirements for “free writing prospectuses” under the Act.

(e)  Each Underwriter, severally, represents, warrants and agrees that it will not, at any such time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Underwritten Notes, transfer, deposit or otherwise convey any Underwritten Notes into a trust or other type of special purpose vehicle that issues securities or other instruments backed in whole or in part by, or that represents interest in, such Underwritten Notes without the prior written consent of the Transferor, which consent shall not be unreasonably withheld.

(f)  Each Underwriter, severally, represents, warrants and agrees that it has not and will not, directly or indirectly, offer, sell or deliver any of the Underwritten Notes or distribute the Final Prospectus, Preliminary Prospectus or any other offering material relating to the Underwritten Notes in or from any jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance by it with any applicable laws and regulations thereof and that will, to the best of its knowledge and belief, not impose any obligations on the Transferor except as set forth herein.

(g)  Each Underwriter, severally, represents, warrants and agrees that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the

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Transferor, and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

(h)  Each Underwriter, severally, represents, warrants and agrees that it has not offered, sold, distributed or otherwise made available and will not offer, sell, distribute or otherwise make available any Notes to any UK retail investor in the United Kingdom. For the purposes of this provision:

 (i)  [the expression “UK retail investor” means a person who is either one (or both) of the following: (A) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended), and as amended (the “EUWA”); or (B) not a qualified investor, as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (as amended); and

 (ii)  the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to buy or subscribe for the Notes.

(i)  Each Underwriter, severally, represents, warrants and agrees that it has not offered, sold, distributed or otherwise made available and will not offer, sell, distribute or otherwise make available any Notes to any EU retail investor in the European Economic Area. For the purposes of this provision:

 (i)  the expression “EU retail investor” means a person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (B) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (C) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended); and

 (ii)  the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

(j)   Each Underwriter, severally but not jointly, represents and agrees that, (a) it has not delivered, and will not deliver without the prior written consent of the Transferor or the Bank, any written Rating Information (as defined below) to a Hired NRSRO or other nationally recognized statistical rating organization, and (b) it has not communicated, and will not communicate without the prior written consent of the Transferor or the Bank, orally any Rating Information to any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Hired NRSRO or other nationally recognized statistical rating organization, such Underwriter is authorized to inform such Hired NRSRO or other nationally recognized statistical rating organization that it will respond to the oral communication with a designated representative from the Transferor or the Bank or refer such Hired NRSRO or other nationally recognized statistical rating organization to the Transferor or the Bank, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Underwritten Notes, including information about the characteristics of the Receivables and the legal structure of the Underwritten Notes, as contemplated by Rule 17g-5(a)(3)(iii)(C), and (b) undertaking credit rating surveillance on the Underwritten Notes, including information about the characteristics and performance of the Receivables, as contemplated by Rule 17g-5(a)(3)(iii)(D).

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(k)  Each Underwriter severally and not jointly represents, warrants and agrees that it has not engaged, and from the date of this Agreement to the Closing Date, will not engage, any third-party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Issuer in connection with the issuance and offering of the Underwritten Notes.

5.   Certain Agreements of the Transferor. The Transferor covenants and agrees with the several Underwriters that:

(a)  Immediately following the execution of this Agreement, the Transferor will prepare the Final Prospectus setting forth the amount of Underwritten Notes covered thereby, the price at which such Underwritten Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Transferor shall deem to be appropriate. The Transferor has transmitted the Preliminary Prospectus to the Commission pursuant to Rule 424(h) and will transmit the Final Prospectus to the Commission pursuant to Rule 424(b), in each case by a means reasonably calculated to result in a filing that complies with all applicable provisions of Rule 424(h) and Rule 424(b), as applicable. The Transferor will advise the Representatives promptly of any such filing pursuant to Rule 424(h) or Rule 424(b), as applicable.

(b)  The Transferor will advise the Representatives promptly of (i) any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus or the Final Prospectus, (ii) any request by the Commission for any amendment of or supplement to the Registration Statement, the Preliminary Prospectus or the Final Prospectus or for any additional information, (iii) any amendment or supplement to the Registration Statement, the Preliminary Prospectus or the Final Prospectus, (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, any prevention or suspension of the use of the Preliminary Prospectus or the Final Prospectus, or the institution or threat of any proceeding for that purpose (it being agreed that the Transferor will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible the lifting of any such stop order issued by the Commission), and (v) the receipt by the Transferor of any notification with respect to the suspension of qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes.

(c)  If, at any time when a prospectus relating to the Notes is required to be delivered under the Act (including delivery as contemplated by Rule 172 under the Act), any event occurs as a result of which the Preliminary Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Preliminary Prospectus or the Final Prospectus to comply with the Act, the Transferor promptly will advise the Underwriters thereof and will prepare and file, or cause to be prepared and filed, with the Commission an amendment or supplement which will correct such statement or omission, or an amendment or supplement which will effect such compliance. Any such filing shall not operate as a waiver or limitation on any right of the Underwriters hereunder.

(d)  As soon as practicable, but not later than December 31 of the year following the year in which the Closing Date occurs, the Transferor will cause the Trust to make generally available to Noteholders an earnings statement or statements of the Trust covering a period of at least twelve months beginning after the effective date of the Registration Statement that will satisfy the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder; provided, that this covenant may be satisfied by posting monthly investor reports for the Trust for each month in such twelve-month period on a publicly

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available website (for the avoidance of doubt, including a publicly available filing on the Commission’s internet website (https://www.sec.gov)).

(e)  The Transferor will make available to the Underwriters copies of the Registration Statement (one of which will be signed and will include all exhibits), the Preliminary Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available.

(f)   The Transferor will promptly and from time to time take such action as any Underwriter may reasonably request to qualify the Underwritten Notes for offering and sale under the securities laws or “blue sky” laws of such jurisdictions as such Underwriter may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Underwritten Notes; provided, that in connection therewith the Transferor shall not be required to qualify as a foreign corporation or dealer in securities or to file a general consent to service of process in any particular jurisdiction.

(g)   For a period from the date of this Agreement until the retirement of the Underwritten Notes, the Transferor will make available, or cause to be made available, to each Underwriter the annual statements of compliance and the annual independent certified public accountants’ reports furnished to the Transferor, the Owner Trustee and the Indenture Trustee pursuant to the Master Indenture, Transfer Agreement and Servicing Agreement, as soon as such statements and reports are furnished to the Transferor, the Owner Trustee and the Indenture Trustee or any Hired NRSRO, as applicable. For the avoidance of doubt, the Transferor’s obligations pursuant to this Section 5(g) shall be deemed satisfied to the extent that such statements and reports are filed with the Commission pursuant to the Exchange Act on or before the date the Transferor would otherwise be required to furnish copies of such statements or reports to each Underwriter pursuant to this Section 5(g).

(h)  So long as any Underwritten Note is outstanding and upon request by any Underwriter, the Transferor will make available, or cause to be made available, to the Underwriters (i) as soon as practicable after the end of the fiscal year all documents required to be distributed to Noteholders or filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, and (ii) from time to time, any other information concerning the Transferor or the Trust filed with any government or regulatory authority that is otherwise publicly available.

(i)   To the extent, if any, that the rating provided with respect to the Underwritten Notes by any Hired NRSRO is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, the Transferor shall use its best efforts to furnish such documents and take any such other actions unless (a) the furnishing of such documents or the taking of any such action is first required by such Hired NRSRO after the Execution Date, and (b) doing so would have a material adverse effect upon the Transferor.

6.   Certain Agreements of the Bank. The Bank agrees with the Underwriters that to the extent, if any, that the rating provided with respect to the Underwritten Notes by any Hired NRSRO is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall use its best efforts to furnish such documents and take any such other actions unless (a) the furnishing of such documents or the taking of any such action is first required by such Hired NRSRO after the Execution Date, and (b) doing so would have a material adverse effect upon the Bank.

7.   Payment of Expenses. Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated for any reason other than default by one or more of the Underwriters, the Transferor will pay all expenses incident to the performance of its obligations under this Agreement (except as otherwise agreed in writing between the Transferor and the Underwriters), including,

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but not limited to (i) the printing of the Preliminary Prospectus and the Final Prospectus and of each amendment or supplement thereto, (ii) the preparation of this Agreement and each Transaction Document, (iii) the preparation, issuance and delivery of the Underwritten Notes to the Underwriters, (iv) the fees and disbursements of the Transferor’s accountants, (v) the qualification of the Underwritten Notes under securities laws in accordance with the provisions of Section 5(f), including filing fees in connection with the preparation of any blue sky and legal investment survey, (vi) the printing and delivery to the Underwriters of copies of the Preliminary Prospectus and the Final Prospectus and of each amendment or supplement thereto, (vii) the preparation and filing of the Registration Statement and all amendments thereto, (viii) the printing and delivery to the Underwriters of copies of any blue sky or legal investment survey prepared in connection with the Underwritten Notes and any supplements thereto, (ix) any fees charged by each Hired NRSRO for the rating of the Underwritten Notes, (x) the fees and expenses, if any, incurred with respect to any filing with the Financial Industry Regulatory Authority, (xi) the fees and expenses of the Owner Trustee and its counsel, and (xii) the fees and expenses of the Indenture Trustee and its counsel. [The Transferor and the Underwriters will each bear their own respective fees and disbursements of counsel (which in the case of the Transferor will include all legal fees related to “blue sky” matters).]

8.   Conditions of the Obligations of each Underwriter. The obligations of each Underwriter to purchase, and to pay for, the Underwritten Notes will be subject to the accuracy of the representations and warranties of the Transferor (as to itself and, to its knowledge, the Issuer) and the Bank set forth herein as of the date hereof and the Closing Date, to the accuracy, as of the Closing Date, of all representations and warranties made by the Transferor and the Bank, respectively, in the Transaction Documents to which each is a party, to the accuracy of the statements of officers of the Transferor and the Bank made pursuant hereto or in connection herewith, to the performance by the Transferor and the Bank of their respective obligations hereunder, and to the following additional conditions precedent:

(a)  The Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus and each supplement thereto shall have been filed (if required) with the Commission in accordance with the Act and the Rules and Regulations and Section 1 hereof, and, as of the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Transferor or the Underwriters, shall be contemplated by the Commission or by any authority administering any state securities or “blue sky” laws. The Registration Statement, the Preliminary Prospectus and the Final Prospectus, and each amendment or supplement thereto, as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Act.

(b)  On or prior to the Closing Date, the Underwriters shall have received letters, dated on or prior to the Closing Date and addressed to the Underwriters covering each of the Preliminary Prospectus and the Final Prospectus, from [_________], certified public accountants, confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and regulations thereunder, substantially in the form of the draft to which the Underwriters have previously agreed and otherwise in form and substance satisfactory to the Underwriters; provided, that if any such letter is dated as of a date other than the date of the Preliminary Prospectus or the Final Prospectus, as applicable, such letter shall include language to the effect that the procedures described therein were performed as of the date of the Preliminary Prospectus or the Final Prospectus, as applicable.

(c)  The Underwriters shall have received [(i)] fully executed copies of this Agreement, the Indenture and the other Transaction Documents duly executed and delivered by the parties thereto [and (ii) evidence satisfactory to the Underwriters that the Retained Notes Transaction has been consummated].

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(d)  Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Transferor or the Bank that, in the judgment of the Underwriters (after consultation with the Transferor), materially impairs the market for or investment quality of the Underwritten Notes or makes it impractical or inadvisable to market or proceed with the completion and sale of and payment for the Underwritten Notes, (ii) any suspension or limitation on trading in securities generally on the New York Stock Exchange, (iii) any suspension generally or material limitation of trading of any securities of the Bank, the Transferor or any Affiliate of the Bank or the Transferor on any exchange or in the over-the-counter market, (iv) any banking moratorium declared by Federal or State of New York or other applicable state authorities, (v) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, or (vi) any outbreak or escalation of hostilities or armed conflict in which the United States is involved, any declaration of war by Congress, or any occurrence, outbreak or escalation of any other substantial national or international calamity, crisis or emergency which, in the reasonable judgment of the Underwriters, the effect of any such outbreak, hostilities, escalation, declaration, calamity, or emergency would make it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes.

(e)  At the Closing Date, the Transferor and the Bank shall have furnished to the Representatives (i) certificates of an executive officer of each of the Transferor and the Bank, as to (A) the accuracy of the representations and warranties of the Transferor and the Bank, respectively, herein at and as of the Closing Date, (B) the performance by the Transferor or the Bank, as applicable, of all of its obligations hereunder to be performed at or prior to the Closing Date, (C) the satisfaction of the Rating Agency Condition (as defined in the Master Indenture), (D) that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (E) that, subsequent to the date of the Final Prospectus, there has not been any material adverse change in the financial position or results of operation of the Bank’s credit card business except as set forth in or contemplated by the Final Prospectus or as described in such certificate, and (F) such other matters as the Representatives may reasonably request; and (ii) a certificate of a secretary or assistant secretary of each of the Transferor and the Bank, to which shall be attached certified copies of (A) its certificate of formation, certificate of incorporation, charter or other applicable organizational document, (B) its limited liability company agreement, by-laws or other applicable governing document, (C) the resolutions authorizing the transactions contemplated hereby and by the Transaction Documents to which it is a party, and (D) an incumbency certificate identifying the officers authorized to execute this Agreement and such Transaction Documents.

(f)  On the Closing Date, the Underwriters shall have received an opinion of the general counsel (or other senior counsel) for Bread Financial Holdings, Inc., the ultimate parent of the Transferor and the Bank, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, [substantially to the effect that, as of the Closing Date, nothing has come to the attention of such counsel that caused such counsel to believe that the factual statements included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus describing (i) legal proceedings related to the Transferor and the Bank, (ii) contracts and other documents (other than the Specified Agreements (as defined in such opinion)) relating to the Transferor and the Bank and (iii) the business of the Bank, the Transferor and the Trust under the headings [“The Transaction Parties – The Issuing Entity”, “The Transaction Parties – The Sponsor”, “The Transaction Parties – The Depositor and Transferor” and “The Bank’s Credit Card Business”] contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that no opinion is expressed with respect to the financial statements or other financial, statistical or accounting data contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Final Prospectus].

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(g)  Orrick, Herrington & Sutcliffe LLP, Parsons Behle & Latimer and Richards, Layton & Finger, P.A., special UCC counsel for the Transferor and the Bank, shall have furnished to the Underwriters written opinions, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, with respect to certain matters relating to (i) the transfer of the Receivables to the Transferor, with respect to the perfection of the Transferor’s interest in the Receivables and with respect to other related matters, and (ii) the transfer of the Receivables to the Trust, with respect to the perfection of the interest of the Trust and the Indenture Trustee in the Receivables and with respect to other related matters.

(h)  Orrick, Herrington & Sutcliffe LLP, special counsel for the Bank, the Transferor and the Issuer, shall have furnished to the Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, [with respect to certain matters relating to (i) the due organization, valid existence and good standing of the Transferor under the laws of its jurisdiction of organization, (ii) the corporate or other organizational power and authority of the Bank, the Transferor and the Issuer to execute, deliver and perform the Transaction Documents to which each is a party, (iii) the due authorization, execution and delivery by each of the Bank, the Transferor and the Issuer of the Transaction Documents to which each is a party, (iv) the enforceability of each such Transaction Document against the applicable party in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity, (v) the validity and binding nature of the Notes as obligations of the Issuer when executed, authenticated, delivered and paid for, (vi) the Issuer not being required to be registered as an investment company under the Investment Company Act of 1940, as amended, (vii) certain U.S. federal income tax matters, including the characterization of the Notes as indebtedness, the treatment of the Issuer as other than an association or publicly traded partnership taxable as a corporation, and the accuracy in all material respects of the disclosure under the headings “Federal Income Tax Consequences” and “Tax Status” to the extent constituting statements of law or legal conclusions, (viii) the entitlement of the Receivables and the Notes to the treatment set forth in the FDIC’s securitization safe harbor rule (12 C.F.R. § 360.6) upon the appointment of the FDIC as conservator or receiver for the Bank, and (ix) such other matters as the Underwriters may reasonably request; and such counsel shall also have delivered to the Underwriters, on the Closing Date, a negative assurance letter with respect to the Registration Statement, the Time of Sale Information and the Prospectus].

(i)  Richards, Layton & Finger, P.A., special Delaware counsel for the Issuer, shall have furnished to the Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, [to the effect that (i) the Issuer has been duly formed and is validly existing in good standing as a statutory trust under the laws of the State of Delaware, (ii) the Issuer has the trust power and authority under the Delaware Statutory Trust Act to execute, deliver and perform its obligations under each of the Transaction Documents to which it is a party and to issue the Notes, (iii) the Notes and the Indenture (including the related Indenture Supplement) have been duly authorized by the Issuer from a Delaware law perspective, (iv) no consent, approval or other action by, or filing with, any Delaware governmental authority is required in connection with the execution, delivery or performance by the Issuer of the Transaction Documents to which it is a party or the issuance of the Notes (other than the filing of the Issuer’s certificate of trust with the Secretary of State of the State of Delaware, which has been made, and other than any filings that may be required to perfect security interests), and (v) the execution, delivery and performance by the Issuer of the Transaction Documents to which it is a party and the issuance of the Notes do not violate the Trust Agreement or the laws of the State of Delaware applicable to the Issuer’s trust powers].

(j)  The Underwriters shall have received from Morgan, Lewis & Bockius LLP, counsel to the Underwriters, a written opinion, dated the Closing Date, with respect to such matters as the

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Representatives may require (and the Transferor and the Bank shall furnish to such counsel all documents requested for the purpose of enabling it to pass upon such matters).

(k)  Alston & Bird LLP, counsel to the Indenture Trustee, shall have furnished to the Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, [to the effect that (i) the Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States, with corporate or other organizational power and authority to execute, deliver and perform its obligations under the Indenture and each other Transaction Document to which the Indenture Trustee is a party, (ii) each such Transaction Document has been duly authorized, executed and delivered by the Indenture Trustee and constitutes the valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity, (iii) the Notes have been duly authenticated by the Indenture Trustee in accordance with the Indenture, (iv) neither the execution, delivery nor performance by the Indenture Trustee of any such Transaction Document requires any consent, approval or other action by, or filing with, any governmental authority under the federal banking laws of the United States or the banking laws of the State of New York applicable to the Indenture Trustee (other than those already obtained), and (v) the execution, delivery and performance by the Indenture Trustee of any such Transaction Document do not violate the Articles of Association or By-laws of the Indenture Trustee].

(l)   Richards, Layton & Finger, P.A., counsel to the Owner Trustee, shall have furnished to the Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, [to the effect that (i) BNY Mellon Trust of Delaware is a Delaware banking corporation duly organized and in good standing, with corporate or other organizational power and authority to execute, deliver and perform the Trust Agreement, (ii) the Trust Agreement has been duly authorized, executed and delivered by BNY Mellon Trust of Delaware and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity, (iii) no consent, approval or other action by, or filing with, any governmental authority under the federal laws of the United States or the laws of the State of Delaware governing the trust powers of BNY Mellon Trust of Delaware is required in connection with the execution, delivery or performance by BNY Mellon Trust of Delaware of the Trust Agreement, other than the filing of the certificate of trust with the Secretary of State of the State of Delaware (which has been made), and (iv) the execution, delivery and performance by BNY Mellon Trust of Delaware of the Trust Agreement do not violate its articles of association or by-laws or the federal laws of the United States or the laws of the State of Delaware governing the trust powers of BNY Mellon Trust of Delaware].

(m)  Parsons Behle & Latimer, special Utah counsel to the Bank, shall have furnished to the Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, [to the effect that (i) the Bank is a Utah industrial bank duly organized, validly existing and in good standing under the laws of the State of Utah, (ii) the Bank has corporate or other organizational power and authority under Utah law to execute, deliver and perform its obligations under each of the Transaction Documents to which the Bank is a party, (iii) each such Transaction Document has been duly authorized, executed and delivered by the Bank, and (iv) neither the execution, delivery nor performance by the Bank of any such Transaction Document requires any consent, approval or other action by, or filing with, any Utah governmental authority applicable to the Bank (other than those that have been obtained or made), and such execution, delivery and performance do not violate the Bank’s charter documents or any Utah law governing the Bank’s banking powers].

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(n)  The Underwriters shall have received evidence satisfactory to them that, on or before the Closing Date, UCC-1 financing statements have been filed in the appropriate filing offices of the States of New York, Delaware and Utah and such other jurisdictions as counsel to the Transferor deems appropriate to reflect the interest of the Trust and the Indenture Trustee in the Receivables.

(o)  All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to the Underwriters, and the Underwriters shall have received such information, certificates and documents as any of them may reasonably request.

(p)  The Ratings Free Writing Prospectus shall have been filed with the Commission and the Underwriters shall have received evidence of ratings letters that are reasonably satisfactory to the Underwriters from each Hired NRSRO.

(q)  The Underwriters shall have received copies of each opinion of counsel delivered to any Hired NRSRO, together with a letter addressed to the Underwriters and dated the Closing Date, to the effect that the Underwriters may rely on each such opinion to the same extent as though such opinion was addressed to each of them as of its date.

(r)  Counsel to the Asset Representations Reviewer shall have furnished to the Underwriters a written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Underwriters, relating to the Asset Representations Reviewer and the Asset Representations Review Agreement.

9.   Indemnification. (a) The Transferor and the Bank, jointly and severally, agree to indemnify and hold harmless each Underwriter, each Person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any director, officer or employee of any Underwriter or any such Person, as follows:

(i)    against any and all loss, liability, claim, damage and expense whatsoever, joint or several, arising out of (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include the omission of pricing and price-dependent information, which information shall of necessity appear only in the Final Prospectus), the Final Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus relating to the Underwritten Notes, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (C) any written information furnished to an Underwriter by the Transferor expressly for use in any Underwriter Free Writing Prospectus, unless, in any of the above cases, such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with the Underwriter Information;

(ii)   against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency, or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission; and

(iii)  against any and all expense whatsoever (including, without limitation, the fees and disbursements of counsel chosen by such Underwriters or Persons) reasonably incurred in

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investigating, preparing or defending against any litigation or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not indemnified by the Transferor and the Bank pursuant to subparagraphs (i) or (ii) above.

The indemnity agreement provided for in this subsection 9(a) will be in addition to any liability that the Transferor and the Bank may otherwise have.

(b)  Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Issuer, the Transferor and the Bank, each of their respective directors, each of the Transferor’s officers who signed the Registration Statement, and each Person, if any, who controls the Transferor or the Bank within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense (A) described in the indemnity contained in subsection 9(a), but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include the omission of pricing and price-dependent information, which information shall of necessity appear only in the Final Prospectus) or the Final Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Transferor or the Bank by such Underwriter expressly for use in the Registration Statement (or any amendment thereto), the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), (B) resulting from such Underwriter’s failure to convey (within the meaning of Rule 159 under the Act) the Preliminary Prospectus to each investor with whom it enters into a contract of sale for any Notes prior to the time of such contract of sale; provided, however, that, to the extent such Preliminary Prospectus has been amended or supplemented, such indemnity shall not inure to the benefit of the Issuer, the Transferor or the Bank unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such contract of sale, or (C) arising out of any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus prepared by such Underwriter, or the omission or alleged omission therefrom, when read together with the Preliminary Prospectus, of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter will not be liable in any such case to the extent that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or any such omission or alleged omission in any Underwriter Free Writing Prospectus in reliance upon and in conformity with (x) any written, inaccurate information furnished to such Underwriter by the Transferor, the Issuer or the Bank expressly for use therein or (y) the Preliminary Prospectus or Final Prospectus, which information was not corrected by information subsequently provided by the Transferor, the Issuer or the Bank to such Underwriter prior to the time of first use of such Underwriter Free Writing Prospectus. The Transferor and the Bank acknowledge that the information set forth in the [____] paragraph under the heading “Deposit and Application of Funds – Underwriting” in the Preliminary Prospectus and the [____] paragraph under the heading “Deposit and Application of Funds – Underwriting” in the Final Prospectus, in each case relating to selling concessions and reallowance, constitutes the only information furnished in writing by the Underwriters or on behalf of the Underwriters for inclusion in the Registration Statement, the Preliminary Prospectus or the Final Prospectus (collectively, the “Underwriter Information”). The indemnity agreement provided for in this subsection 9(b) will be in addition to any liability which each Underwriter may otherwise have.

(c)  Promptly after receipt by an indemnified party under this Section 9 of notice of any claim or the commencement of any action or the assertion by a third party of a claim, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the claim or the commencement of that action; provided, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under

20

this Section 9 except to the extent it has been materially prejudiced by such failure; and provided, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 9. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. After notice from an indemnifying party to such indemnified party of its election to assume the defense of such claim or action, such indemnifying party shall not be liable to such indemnified party under this Section 9 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, that any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically authorized by the indemnifying party in writing, (ii) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to such indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (iii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party, or (iv) such indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to such indemnified party, in which case, if such indemnified party notifies such indemnifying party in writing that it elects to employ separate counsel at the expense of such indemnifying party, such indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party (it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all indemnified parties, which firm shall be designated in writing by the Representatives, if the indemnified parties under this Section 9 consist of any Underwriter or any of their respective officers, employees or controlling persons, or by the Transferor or the Bank, if the indemnified parties under this Section 9 consist of the Transferor or the Bank or any of their respective directors, officers, employees or controlling persons). Each indemnified party shall use its best efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (a) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding, and (b) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of such indemnified party, or (ii) be liable for any settlement of any claim, action, suit or proceeding effected without its prior written consent (which consent shall not be unreasonably withheld).

10.  Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreements provided for in Section 9 are for any reason held to be unenforceable or insufficient by the indemnified parties, although applicable in accordance with its terms, the Transferor and the Bank, on the one hand, and the Underwriters, on the other hand, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreements incurred by the Transferor, the Bank and one or more of the Underwriters (i) in such proportion as is appropriate to reflect the relative benefits received by the Bank and the Transferor on the one hand and the Underwriters on the other from the offering of the Underwritten Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Bank and the Transferor on the one hand and the Underwriters on the other in connection with the

21

statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations; provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The relative benefits received by the Bank and the Transferor on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Transferor or the Bank bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth on the cover page of the Final Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material facts relates to information supplied by the Transferor or the Bank on the one hand and the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission of the Bank or the Transferor on the one hand and the Underwriters on the other hand. The Underwriters’ obligations in this Section 10 to contribute are several in proportion to their respective underwriting obligations and not joint. For purposes of this Section 10, each Person, if any, who controls the Underwriters within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Underwriters and each director of the Transferor, each director of the Bank, such officer of the Transferor who signed the Registration Statement, and each Person, if any, who controls the Transferor or the Bank within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Transferor and the Bank. Notwithstanding the provisions of this Section 10, no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by it in connection with such Underwritten Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriters has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission; provided, however, that if the total underwriting discounts and commissions do not exceed the amount of any damages which such Underwriter has otherwise been required to pay, such Underwriters shall not be required to make any contribution.

11.  Survival. Each party hereto agrees that the respective indemnities, representations, warranties and agreements made by it herein and in any certificate or other instrument delivered pursuant hereto shall be deemed to be relied upon, in the case of the Transferor and the Bank, by each Underwriter and, in the case of each Underwriter, by the Transferor and the Bank, notwithstanding any investigation heretofore or hereafter made by or on behalf of the Transferor, the Bank or the Underwriters, and that the respective representations, warranties and agreements (including without limitation the indemnity and contribution agreement) made by each party hereto herein or in any such certificate or other instrument shall survive the delivery of and payment for the Notes. The provisions of Sections 7, 9 and 10 of this Agreement shall survive termination of this Agreement.

12.  Termination. This Agreement may be terminated in the sole discretion of the Underwriters by notice to the Transferor given at or prior to the Closing Date in the event that the Transferor or the Bank shall have failed, refused or been unable to perform in all material respects all obligations and satisfy in all material respects all conditions on its part to be performed or satisfied hereunder at or prior thereto. Termination of this Agreement pursuant to this Section 12 shall be without liability of any party to any other party except (i) as provided in Sections 9 and 10 hereof, and (ii) if this Agreement is terminated by the Representatives because of (x) any condition to the obligations of the Underwriters set forth in Section 8 of this Agreement is not satisfied, (y) any refusal, inability or failure on the party of the Bank or the Transferor to perform any agreement herein or to comply with any provision hereof, or (z) any breach of a representation or warranty herein on the part of the Bank or the Transferor, the Transferor will reimburse the Underwriters for all of their out-of-pocket expenses[, including the reasonable fees and

22

disbursements of counsel to the Underwriters that shall have been incurred by the Underwriters in connection with the proposed purchase, sale and offering of the Underwritten Notes].

13.  Default by One or More of the Underwriters. If one or more of the Underwriters shall fail on the Closing Date to purchase the Underwritten Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(a)  If the aggregate amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Underwritten Notes, each of the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or

(b)  If the aggregate amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section 13 shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Transferor shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Preliminary Prospectus or Final Prospectus or in any other documents or arrangements.

14.   Capacity. The Bank and the Transferor acknowledge and agree that (i) the transaction contemplated by this Agreement is an arm’s-length commercial transaction between the Bank and the Transferor, on the one hand, and each of the Underwriters, on the other, (ii) in connection therewith with respect to all aspects of the transaction contemplated herein, each Underwriter is acting as a principal and not the agent or fiduciary of the Bank and the Transferor, and the Bank and the Transferor hereby expressly disclaim any fiduciary relationship with respect thereto, and (iii) none of the Underwriters has assumed an advisory responsibility in favor of the Bank or the Transferor with respect to the transaction contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Bank or the Transferor on other matters) or any other obligation to the Bank or the Transferor except the obligations expressly set forth in this Agreement.

15.  Notices. All communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered, sent by overnight courier or mailed by registered mail, postage prepaid and return receipt requested, or transmitted by telecopier with transmission confirmed, if to (a) the Underwriters, addressed to the address first set forth above, or to such other address as the Representatives may designate in writing to the Transferor, (b) the Bank, addressed to Comenity Capital Bank, 12921 South Vista Station Blvd., Suite 100, Draper, Utah 84020, Attention: Treasurer, Email: treasury-structuredfinance@breadfinancial.com, or (c) the Transferor, addressed to Bread Financial Funding, LLC, 3095 Loyalty Circle, Columbus, OH 43219, Attention: Treasurer, Email: treasury-structuredfinance@breadfinancial.com.

16.  Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Nothing expressed herein is intended or shall be

23

construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement.

17.  Severability of Provisions. Any covenant, provision, agreement or term of this Agreement that is prohibited or is held to be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

18.  Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the matters and transactions contemplated hereby and supersedes all prior agreements and understandings whatsoever relating to such matters and transactions.

19.  Amendment. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.

20.  Headings. The headings in this Agreement are for the purposes of reference only and shall not limit or otherwise affect the meaning hereof.

21.  Counterparts and Electronic Signature. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall together constitute one instrument. Each of the parties hereto agrees that the transaction consisting of this Agreement may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this Agreement using an electronic signature, it is signing, adopting, and accepting this Agreement and that signing this Agreement using an electronic signature is the legal equivalent of having placed its handwritten signature on this Agreement on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Agreement in a usable format.

22.  Non-petition Covenant. Notwithstanding any prior termination of this Agreement, each of the Underwriters, the Transferor and the Bank agree that it shall not at any time acquiesce, petition or otherwise invoke or cause the Issuer or the Transferor to invoke the process of the United States of America, any State or other political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government for the purpose of commencing or sustaining a case by or against the Issuer or the Transferor under a federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or the Transferor or all or any part of the property or assets of the Issuer or the Transferor or ordering the winding up or liquidation of the affairs of the Issuer or the Transferor.

23.  GOVERNING LAW; WAIVER OF JURY TRIAL; JURISDICTION. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF.

(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

24

CITY. 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 15 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.

(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 AND OF ARBITRATION, 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.

24.  Recognition of U.S. Special Resolution Regimes.

(a)  In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b)  In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

(c)  For the purposes of this Section 24:

(i)    “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);

(ii)   “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (B) a “covered bank” as

25

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

(iii)  “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

(iv)  “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

(signature page follows)

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will be a binding agreement among the undersigned in accordance with its terms.

COMENITY CAPITAL BANK
By:
	Name:
	Title:
BREAD FINANCIAL FUNDING, LLC
By:
	Name:
	Title:

S-1

The foregoing Underwriting Agreement is hereby agreed to as of the date first above written.

[_____________],

for itself and as a representative of the several Underwriters named in Schedule A hereto

By:
	Name:
	Title:

[_____________],

for itself and as a representative of the several Underwriters named in Schedule A hereto

By:
	Name:
	Title:

S-2

SCHEDULE A

Stated Principal Amount of the Class A Notes:	$[____]
Underwriters of the Class A Notes	Stated Principal Amount
[Underwriter 1]	$[____]
[Underwriter 2]	$[____]
[Underwriter 3]	$[____]
[Underwriter 4]	$[____]
TOTAL	$[____]
[Stated Principal Amount of the Class B Notes:	$[____]
Underwriters of the Class B Notes	Stated Principal Amount
[Underwriter 1]	$[____]
[Underwriter 2]	$[____]
[Underwriter 3]	$[____]
[Underwriter 4]	$[____]
TOTAL	$[____]]

Time of Sale: [A.M.][P.M.] (Eastern Time) on [_____], 20[__]

A-1

EX-3.1

Exhibit 3.1

Execution Version

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

BREAD FINANCIAL FUNDING, LLC

This Second Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Bread Financial Funding, LLC (the “Company”), is entered into by Comenity Capital Bank, as the sole equity member (the “Economic Member”), and Karla L. Boyd and Kimberly Moore, as the Special Members and the Independent Managers (each as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto and shall otherwise have the meanings assigned to such terms in the Act (as defined below).

WHEREAS, Economic Member has entered into that certain Limited Liability Company Agreement of Comenity Capital Credit Company, LLC, dated as of June 21, 2019 (the “Original LLC Agreement”);

WHEREAS, Economic Member, by execution of the Original LLC Agreement and filing of the Certificate of Formation, which was filed with the Secretary of State of the State of Delaware on June 21, 2019 (under the name “Comenity Capital Credit Company, LLC”) (the “Original Certificate”), formed the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”);

WHEREAS, the Original LLC Agreement was amended and restated pursuant to that certain Amended and Restated Limited Liability Company Agreement of Comenity Capital Credit Company, LLC, dated as of June 17, 2022, as amended by that certain Amendment No. 1 thereto, dated as of December 5, 2025 (as so amended, the “A&R LLC Agreement”);

WHEREAS, on December 5, 2025, an “authorized person” of the Company within the meaning of the Act executed, delivered and filed in the office of the Secretary of State of the State of Delaware that certain Certificate of Amendment to the Original Certificate (the “Certificate of Formation Amendment”), pursuant to which the name of the Company was changed from “Comenity Capital Credit Company, LLC” to “Bread Financial Funding, LLC”;

WHEREAS, all of the requirements to amend and restate the A&R LLC Agreement, as set forth therein, have been satisfied and the Economic Member, Karla L. Boyd, and Kimberly Moore desire to amend and restate the A&R LLC Agreement in its entirety; and

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Economic Member, Karla L. Boyd and Kimberly Moore hereby amend and restate the A&R LLC Agreement in its entirety and hereby agree as follows:

Section 1. Name.

The name of the limited liability company is Bread Financial Funding, LLC. The Company’s name change from “Comenity Capital Credit Company, LLC” to “Bread Financial Funding, LLC” as set forth in the Certificate of Formation Amendment is hereby approved,

confirmed and ratified in all respects as of the date of the filing of the Certificate of Formation Amendment in the office of the Secretary of State of the State of Delaware.

Section 2. Principal Business Office.

The principal business office of the Company shall be located at 3095 Loyalty Circle, Columbus, Ohio 43219, or such other location as may hereafter be determined by the Economic Member.

Section 3. Registered Office.

The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.

Section 4. Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.

Section 5. Members.

(a) The mailing address of the Economic Member is set forth on Schedule B attached hereto. The Economic Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Original LLC Agreement and continues the Company without dissolution pursuant to this Agreement. The Economic Member hereby continues as a member of the Company upon its execution of a counterpart signature page to this Agreement.

(b) Subject to Section 9(j), the Economic Member may act by written consent.

(c) Upon the occurrence of any event that causes the Economic Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Economic Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Economic Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Manager pursuant to Section 10 shall, without any action of any Person and simultaneously with the Economic Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 10; provided, however, that the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Economic Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant

to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, solely in its capacity as Special Member (and not in its capacity as an Independent Manager), shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company; provided, however, such prohibition shall not limit the obligations of any Special Member in his or her capacity as an Independent Manager to vote on such matters required by this Agreement. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Manager pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Manager pursuant to Section 10 shall not be a member of the Company.

Section 6. Certificates.

Michael J. Perlowski, as an “authorized person” within the meaning of the Act, executed, delivered and filed the Original Certificate with the Secretary of State of the State of Delaware. Upon the filing of the Original Certificate with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased. The Certificate of Formation Amendment was executed, delivered and filed with the Secretary of State of the State of Delaware by the Economic Member as an “authorized person” within the meaning of the Act. As of the date hereof, the Economic Member shall be the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Economic Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

Section 7. Purposes.

(a) The purpose to be conducted or promoted by the Company is to engage in the following activities:

(i) to purchase or otherwise acquire from Comenity Capital Bank and its affiliates or trusts formed by Comenity Capital Bank or its affiliates, and to hold, sell, transfer or pledge or otherwise exercise ownership rights with respect to, revolving credit and other consumer and commercial receivables (or interests therein), recoveries and collections related to such credit card or other consumer and commercial receivables, any rights of Comenity Capital Bank and its affiliates related to such revolving credit and other consumer and commercial receivables and any and all proceeds of the foregoing (the “Credit Account Assets”);

(ii) to act as settlor or depositor of trusts or other entities (each, a “Trust”) formed to issue bonds, notes, certificates or other securities secured by or evidencing beneficial ownership interests in the Credit Account Assets;

(iii) to serve as Beneficiary under one or more trust agreements entered into in connection with any Trust;

(iv) to acquire, own, hold, transfer, assign, pledge and otherwise deal with bonds, notes, certificates and other securities issued by a Trust or pursuant to an indenture or similar agreement to which such a Trust is a party;

(v) to own equity interests in other limited liability companies or partnerships whose purposes are restricted to those set forth in clauses (i) through (iv) above;

(vi) for federal, state or local tax purposes, to the extent applicable, to serve as general partner of any Trust;

(vii) to establish any reserve account, spread account or other credit enhancement for the benefit of any bond, note, certificate or other security issued by any Trust or under any related indenture and to otherwise invest any proceeds from Credit Account Assets and any other income as determined by the Board of Directors;

(viii) to issue limited liability company interests as provided for herein; and

(ix) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are related to or incidental to and necessary, suitable or convenient for the accomplishment of the purposes specified in clauses (i) through (viii) above (including, without limitation (i) the registration or qualification of any securities issued by any Trust under the federal securities laws or the Blue Sky laws of any State or jurisdiction and (ii) the entering into of interest rate or basis swap, cap, floor or collar agreements, currency exchange agreements or similar hedging transactions and referral, management, servicing and administration agreements).

(b) The Company is hereby authorized to execute, deliver and perform, and the Economic Member, or any Director or Officer on behalf of the Company is hereby authorized to execute and deliver, the Transaction Documents and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of the Economic Member or any Director or Officer to enter into other agreements on behalf of the Company.

(c) Notwithstanding anything in this Agreement, with the approval of a majority of the Directors other than the Independent Managers, the Company may merge or consolidate with

World Financial Capital Credit Company, LLC, a Delaware limited liability company, where the Company is the surviving entity of such merger (the “Merger”). In connection with the foregoing, (a) any agreement of merger or similar document (the “Merger Agreement”), by the Company related to the Merger, and the transactions contemplated thereby (including the Merger), (b) the Company’s execution, delivery and performance, and the Economic Member’s, any Director’s or any Officer’s execution and delivery on behalf of the Company, of the Merger Agreement and all documents, agreements or certificates contemplated thereby or related thereto, (c) the Company’s execution, delivery and filing, and the Economic Member’s, any Director’s or any Officer’s execution, delivery and filing on behalf of the Company, of a Certificate of Merger relating to the Merger (the “Certificate of Merger”), with the Secretary of State of the State of Delaware, and (d) the performance of any and all acts by the Economic Member, any Director or any Officer, individually, in the name and on behalf of the Company, as may be necessary or appropriate in order to implement fully the foregoing clauses (a)–(c), are each hereby authorized, ratified, confirmed and approved in all respects, all without any further act, vote or approval of any other Person notwithstanding any other provision of the Act or this Agreement (including, without limitation, Section 9(j)) to the contrary. For the avoidance of doubt, following the consummation of the Merger, the Company (as the surviving entity) shall continue to be subject to all provisions of this Agreement, including the limitations on the Company’s activities set forth in Section 7(a) and Section 9(j).

Section 8. Powers.

Subject to Section 9(j), the Company, and the Board of Directors and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 7 and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Section 9. Management.

(a) Board of Directors. Subject to Section 9(j), the business and affairs of the Company shall be managed by or under the direction of a Board of at least five Directors designated by the Economic Member. Subject to Section 10, the Economic Member may determine at any time in its sole and absolute discretion the number of Directors to constitute the Board. The authorized number of Directors may be increased or decreased by the Economic Member at any time in its sole and absolute discretion, upon notice to all Directors, and subject in all cases to Section 10; provided that the number of Directors shall at no times be less than five. The initial number of Directors shall be five, two of which shall be Independent Managers pursuant to Section 10. Each Director elected, designated or appointed by the Economic Member shall hold office until a successor is elected and qualified or until such Director’s earlier death, resignation, expulsion or removal. Each Director shall execute and deliver the Directors Agreement. A Director need not be an Economic Member. The initial Directors designated by the Economic Member are listed on Schedule D hereto.

(b) Powers. Subject to Section 9(j), the Board of Directors shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes

described herein, including all powers, statutory or otherwise. Subject to Section 7, the Board of Directors has the authority to bind the Company.

(c) Meeting of the Board of Directors. The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors.

(d) Quorum: Acts of the Board. At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be. Notwithstanding the foregoing or any contrary provision of this Agreement, the vote or consent of the Independent Managers shall only be required for actions of the Board with respect to which the terms of this Agreement expressly require the consent of the Independent Managers, including without limitation as expressly required in Sections 9(j)(ii) and 9(j)(iii), and any other actions of the Board shall be taken, notice shall be provided, and a quorum of the Board shall be calculated, as if each Independent Manager is not a member of the Board.

(e) Electronic Communications. Members of the Board or any committee designated by the Board, may participate in meetings of the Board or any such committee by means of telephone or video conference or similar communications equipment that allows all Persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in Person at the meeting. If all the participants are participating by telephone or video conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.

(f) Committees of Directors.

(i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

(ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously

appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

(iii) Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Section 9(j) and Section 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

(g) Compensation of Directors; Expenses. The Board shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at meetings of the Board, which may be a fixed sum for attendance at each meeting of the Board or a stated salary as Director. No such payment shall preclude any Director from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

(h) Removal of Directors. Unless otherwise restricted by law and subject to Section 10 with respect to the Independent Managers, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Economic Member, and any vacancy caused by any such removal or expulsion may be filled by action of the Economic Member.

(i) Directors as Agents. To the extent of their powers set forth in this Agreement and subject to Section 9(j), the Directors are agents of the Company for the purpose of the Company’s business, and the actions of the Directors taken in accordance with such powers set forth in this Agreement shall bind the Company. Notwithstanding the last sentence of Section 18-402 of the Act, except as provided in this Agreement or in a resolution of the Directors, a Director may not bind the Company.

(j) Limitations on the Company’s Activities.

(i) This Section 9(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.

(ii) The Economic Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal the definition of “Independent Manager” or Sections 5(c), 7, 8, 9, 10, 16, 20, 21, 22, 23, 24, 25, 26 or 31 or Schedule A of this Agreement without the unanimous written consent of the Board (including all Independent Managers) provided, however, that, as long as any Obligations are outstanding, the Economic Member may not vote on, or authorize the taking of, any such action, unless there are at least two Independent Managers then serving in such capacity, and, to the fullest extent permitted by law, any taking or purported taking of such action that is not in strict compliance with this Section 9(j)(ii) shall be void and of no effect. Subject to this Section 9(j), the Economic Member reserves the right

to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 31.

(iii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Economic Member, any Special Member, the Board, any Officer or any other Person, as long as any Obligations are outstanding, neither the Economic Member nor any Special Member nor the Board nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Economic Member and the Board (including all Independent Managers), to take any Material Action, provided, however, that, as long as any Obligations are outstanding, the Board may not vote on, or authorize the taking of, any Material Action, unless there are at least two Independent Managers then serving in such capacity, and, to the fullest extent permitted by law, any taking or purported taking of any Material Action that is not in strict compliance with this Section 9(j)(iii) shall be void and of no effect.

(iv) The Board and the Economic Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if: (1) the Board determines that the preservation thereof is no longer desirable for the conduct of its business and that the loss thereof is not disadvantageous in any material respect to the Company and (2) so long as the Obligations are outstanding, the Rating Agency Condition is satisfied. The Board also shall cause the Company to:

(A) maintain its own separate books and records and bank accounts;

(B) at all times hold itself out to the public and all other Persons as a legal entity separate from the Economic Member and any other Person;

(C) have a Board of Directors separate from that of the Economic Member and any other Person;

(D) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

(E) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person;

(F) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;

(G) maintain separate financial statements;

(H) pay its own liabilities only out of its own funds;

(I) maintain an arm’s length relationship with its Affiliates and the Economic Member;

(J) pay the salaries of its own employees as well as, to the extent shared with the Economic Member or Affiliates, its fair share of the salary and benefit costs associated with all such common officers or other employees of the Economic Member or other Affiliates, if any;

(K) not hold out its credit or assets as being available to satisfy the obligations of others;

(L) allocate fairly and reasonably any overhead for shared office space;

(M) use separate stationery, invoices and checks;

(N) except as contemplated by the Transaction Documents, not pledge its assets for the benefit of any other Person;

(O) correct any known misunderstanding regarding its separate identity;

(P) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities;

(Q) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities;

(R) not acquire any securities of the Economic Member;

(S) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company;

(T) make decisions with respect to its business and daily operations independently, without being dictated by any Affiliate of the Company (although the officer making any particular decision may also be an officer or manager of an Affiliate of the Company); and

(U) to the extent that it jointly contracts with any of the Economic Member or other Affiliates to do business with vendors or service providers or to share overhead expenses, fairly allocate the costs incurred in so doing among such entities so that each such entity

bears its fair share of such costs; and to the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, fairly allocate the costs incurred in so doing to or among each such entity for whose benefit the goods and services are provided so that each such entity bears its fair share of such costs.

Failure of the Company, or the Economic Member or Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Economic Member or the Directors.

(v) So long as any Obligation is outstanding, the Board shall not cause or permit the Company to:

(A) except as contemplated by the Transaction Documents, guarantee any obligation of any Person, including any Affiliate;

(B) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 7, the Transaction Documents or this Section 9(j);

(C) incur, create or assume any indebtedness other than as expressly permitted under the Transaction Documents;

(D) make or permit to remain outstanding any loan or advance to, or, except as permitted by Section 7 and clause (j)(iii) of this Section (9), to own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Transaction Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Transaction Documents and permit the same to remain outstanding in accordance with such provisions;

(E) to the fullest extent permitted by law, engage in any dissolution or liquidation other than such activities as are expressly permitted pursuant to any provision of the Transaction Documents; or

(F) except as permitted by Section 7 and clause (j)(iii) of this Section 9, to form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Section 10. Independent Managers.

As long as any Obligation is outstanding, the Economic Member shall cause the Company at all times to have at least two Independent Managers who will be appointed by the Economic Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and

notwithstanding any duty existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(ii) and Section 9(j)(iii). Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Economic Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Economic Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Economic Member, any Director or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary herein, an Independent Manager may be removed by the Economic Member only for Cause. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Directors Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Economic Member shall, as soon as practicable, appoint a successor Independent Manager that satisfies the requirements for an Independent Manager set forth in this Agreement; provided, however, that during the period of such vacancy, no matter which requires the vote of the Independent Managers under this Agreement shall be voted. To the fullest extent permitted by law, any appointment of a successor or additional Independent Manager by the Economic Member not in strict compliance with this Section 10 shall be void and of no effect. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Section 11. Officers.

(a) Officers. The initial Officers of the Company shall be designated by the Economic Member. The additional or successor Officers of the Company shall be chosen by the Board and shall consist of at least a President, a Secretary and a Treasurer. The Board of Directors may also choose one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Board may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Board. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board. Any vacancy occurring in any office of the Company shall be filled by the Board. The initial Officers of the Company designated by the Economic Member are listed on Schedule E hereto.

(b) President. The President shall be the chief executive officer of the Company, shall preside at all meetings of the Board, shall be responsible for the general and active management of the business of the Company and shall see that all orders and resolutions of the Board are carried into effect. The President or any other Officer authorized by the President or the Board shall execute all bonds, mortgages and other contracts, except: (i) where required or permitted by law

or this Agreement to be otherwise signed and executed; (ii) where signing and execution thereof shall be expressly delegated by the Board to some other Officer or agent of the Company; and (iii) as otherwise permitted in Section 11(c).

(c) Vice President. In the absence of the President or in the event of the President’s inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Directors, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Board may from time to time prescribe.

(d) Secretary and Assistant Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Board and record all the proceedings of the meetings of the Company and of the Board in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or shall cause to be given, notice of all meetings of the Economic Member, if any, and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

(e) Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the Board, at its regular meetings or when the Board so requires, an account of all of the Treasurer’s transactions and of the financial condition of the Company. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

(f) Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and, subject to Section 9(j), the actions of the Officers taken in accordance with such powers shall bind the Company.

(g) Duties of Board and Officers. Except to the extent otherwise provided herein, each Director and Officer shall have a fiduciary duty of loyalty and care similar to that of directors and

officers of business corporations organized under the General Corporation Law of the State of Delaware.

Section 12. Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Economic Member nor the Special Members nor any Director shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being an Economic Member, a Special Member or a Director of the Company.

Section 13. Capital Contributions.

The Economic Member has contributed to the Company property of an agreed value as listed on the books and records of the Company. In accordance with Section 5(c), the Special Members shall not be required to make any capital contributions to the Company.

Section 14. Additional Contributions.

The Economic Member is not required to make any additional capital contribution to the Company. However, the Economic Member may make additional capital contributions to the Company at any time upon the written consent of such Economic Member. To the extent that the Economic Member makes an additional capital contribution to the Company, the Economic Member shall revise the books and records of the Company. The provisions of this Agreement, including this Section 14, are intended to benefit the Economic Member and the Special Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Economic Member and the Special Members shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Section 15. Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Economic Member.

Section 16. Distributions.

Distributions shall be made to the Economic Member at the times and in the aggregate amounts determined by the Board. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Economic Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law or any Transaction Document.

Section 17. Books and Records.

The Board shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Board. The Economic Member and its duly authorized representatives shall

have the right to examine the Company books, records and documents during normal business hours. The Company, and the Board on behalf of the Company, shall not have the right to keep confidential from the Economic Member any information that the Board would otherwise be permitted to keep confidential from the Economic Member pursuant to Section 18-305(c) of the Act. The Company’s books of account shall be kept using the method of accounting determined by the Economic Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Economic Member.

Section 18. Reports.

(a) Within 60 days after the end of each fiscal quarter, the Board shall cause to be prepared an unaudited report setting forth as of the end of such fiscal quarter:

(i) unless such quarter is the last fiscal quarter, a balance sheet of the Company; and

(ii) unless such quarter is the last fiscal quarter, an income statement of the Company for such fiscal quarter.

(b) The Board shall use diligent efforts to cause to be prepared and mailed to the Economic Member, within 90 days after the end of each fiscal year, an audited or unaudited report setting forth as of the end of such fiscal year:

(i) a balance sheet of the Company;

(ii) an income statement of the Company for such fiscal year; and

(iii) a statement of the Economic Member’s capital account.

(c) The Board shall, after the end of each fiscal year, use reasonable efforts to cause the Company’s independent accountants, if any, to prepare and transmit to the Economic Member as promptly as possible any such tax information as may be reasonably necessary to enable the Economic Member to prepare its federal, state and local income tax returns relating to such fiscal year.

Section 19. Other Business.

Notwithstanding any duty existing at law or in equity, the Economic Member, the Special Members and any Affiliate of the Economic Member or the Special Members may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others and the Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

Section 20. Exculpation and Indemnification.

(a) Neither the Economic Member nor the Special Members nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Economic Member or the Special Members (collectively, the “Covered Persons”) shall, to the

fullest extent permitted by law, be liable to the Company or any other Person bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or unlawful acts.

(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence, willful misconduct or unlawful acts with respect to such acts or omissions; provided, however, that any indemnity under this Section 20 by the Company shall be provided out of and to the extent of Company assets only, and the Economic Member and the Special Members shall not have personal liability on account thereof; and provided further that, so long as any Obligation is outstanding, no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity under this Section 20 shall be payable from amounts allocable to any other Person pursuant to the Transaction Documents.

(c) To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 20.

(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Economic Member might properly be paid.

(e) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Economic Member and the Special Members to replace such other duties and liabilities of such Covered Person.

(f) Notwithstanding any other provision of this Agreement, the Company shall not, and shall not be obligated to, pay any amount pursuant to this Section 20 unless the Company has received funds which may be used to make such payment and which funds are not required to repay any other Obligations of the Company when due. To the fullest extent permitted by law, any amount which the Company does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in § 101 of the Bankruptcy Code) against, or limited liability company obligation of, the Company.

(g) The foregoing provisions of this Section 20 shall survive any termination of this Agreement.

Section 21. Assignments.

Subject to Section 23, the Economic Member may assign in whole or in part its limited liability company interest in the Company and the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. If the Economic Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Economic Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Economic Member by merger or consolidation in compliance with the Transaction Documents shall, without further act, be the Economic Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Section 22. Resignation.

So long as any Obligation is outstanding, the Economic Member may not resign, except as permitted under the Transaction Documents and if the Rating Agency Condition is satisfied. If the Economic Member is permitted to resign pursuant to this Section 22, an additional member of the Company shall be admitted to the Company, subject to Section 23, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Economic Member shall cease to be a member of the Company.

Section 23. Admission of Additional Members.

One or more additional Economic Members may be admitted to the Company with the written consent of the Economic Member; provided, however, that, notwithstanding the foregoing, so long as any Obligation remains outstanding, no additional Economic Member may be admitted to the Company unless the Rating Agency Condition is satisfied.

Section 24. Dissolution.

(a) Subject to Section 9(j), the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the

last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Economic Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Economic Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Economic Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company in the Company.

(b) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Economic Member or a Special Member shall not cause the Economic Member or Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

(c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

(d) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Economic Member in the manner provided for in this Agreement and the Act and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Section 25. Waiver of Partition; Nature of Interest.

Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, each of the Economic Member and the Special Members hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Economic Member shall not have any interest in any specific assets of the Company, and the Economic Member shall not have the status of a creditor with respect to any distribution pursuant to Section 16 hereof. The interest of the Economic Member in the Company is personal property.

Section 26. Benefits of Agreement; No Third-Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Economic Member or a Special Member. Nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person (except as provided in Section 29).

Section 27. Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

Section 28. Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

Section 29. Binding Agreement.

Notwithstanding any other provision of this Agreement, the Economic Member agrees that this Agreement, including, without limitation, Sections 7, 8, 9, 10, 20, 21, 22, 23, 24, 26, 29 and 31, constitutes a legal, valid and binding agreement of the Economic Member, and is enforceable against the Economic Member by the Independent Managers, in accordance with its terms. In addition, the Independent Managers shall be intended beneficiaries of this Agreement.

Section 30. Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Section 31. Amendments.

(a) Subject to Section 9(j), this Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Economic Member. Notwithstanding anything to the contrary in this Agreement, so long as any Obligation is outstanding, this Agreement may not be modified, altered, supplemented or amended unless either (i) the Rating Agency Condition is satisfied or (ii) such agreement will not, as evidenced by an Officer’s Certificate addressed and delivered to the Economic Member, materially and adversely affect the interests of any Noteholder or any beneficial owner of the Trust, except: (x) to cure any ambiguity or (y) to convert or supplement any provision in a manner consistent with the intent of this Agreement and the other Transaction Documents.

Subject to Section 9(j), this Agreement may also be amended from time to time, by a written amendment duly executed and delivered by the Economic Member, with the written consent of the Holders of Notes evidencing not less than 66 2/3% of the Outstanding Principal

Amount of the Notes; provided, however, that, without the consent of the Holders of all of the Notes then Outstanding, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that are required to be made for the benefit of the Noteholders or (b) reduce the aforesaid portion of the Outstanding Principal Amount of the Notes, the Holders of which are required to consent to any such amendment.

It shall not be necessary for the consent of Noteholders pursuant to this Section 31 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

(b) Promptly after the execution of any amendment, supplement or other modification to the Certificate of Formation, the Company shall cause its filing with the Office of the Secretary of State of Delaware.

Section 32. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument. Executed counterparts may be executed and delivered electronically.

Section 33. Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Section 2, (b) in the case of the Economic Member, to the Economic Member at its address as listed on Schedule B attached hereto, and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

Section 34. Effectiveness.

This Agreement shall be effective as of the date hereof.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Second Amended and Restated Limited Liability Company Agreement as of the 11th day of June, 2026.

ECONOMIC MEMBER:
COMENITY CAPITAL BANK
By:	/s/ Tom McGuire
	Name: Tom McGuire
	Title: Chief Financial Officer

SPECIAL MEMBERS AND INDEPENDENT MANAGERS:

/s/ Karla L. Boyd

Karla L. Boyd

/s/ Kimberly Moore

Kimberly Moore

SCHEDULE A

Definitions

A. Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” has the meaning set forth in the preamble to this Agreement.

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” shall mean the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” means this Second Amended and Restated Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Bankruptcy” means, with respect to any Person, (A) if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (B) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or if within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Bankruptcy Code” means the provisions of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq.

“Beneficiary” has the meaning specified in the Amended and Restated Trust Agreement relating to the Trust, dated as of June 11, 2026, by and between the Company and BNY Mellon Trust of Delaware, as owner trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Board” or “Board of Directors” means the Board of Directors of the Company.

“Cause” means, with respect to an Independent Manager, (i) acts or omissions by such Independent Manager that constitute willful disregard of, or bad faith with respect to, such Independent Manager’s duties under this Agreement, (ii) that such Independent Manager has engaged in or has been charged with, or has been convicted of, fraud or other acts constituting a crime under any law applicable to such Independent Manager, (iii) that such Independent Manager is unable to perform his or her duties as Independent Manager due to death, disability or incapacity or (iv) that such Independent Manager no longer meets the definition of Independent Manager.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware, as amended or amended and restated from time to time.

“Company” means Bread Financial Funding, LLC, a Delaware limited liability company.

“Covered Persons” has the meaning set forth in Section 20(a).

“Credit Account Assets” is defined in Section 7(a)(i).

“Directors” means the Persons elected to the Board of Directors from time to time by the Economic Member. A Director is hereby designated as a “manager” of the Company within the meaning of Section 18-101(12) of the Act. For the avoidance of doubt, each Independent Manager is a “Director” for purposes of this Agreement.

“Directors Agreement” means the agreement of the Directors in the form attached hereto as Schedule C-1 or C-2. The Directors Agreement shall be deemed incorporated into, and a part of, this Agreement.

“Economic Member” means Comenity Capital Bank, as the initial member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company; provided, however, that the term “Economic Member” shall not include the Special Members.

“Holder” has the meaning assigned to that term in the Indenture.

“Independent Manager” means an individual who: (1) for the five (5) years prior to, and during, his or her service has not been: (x) an employee, officer, director, manager, member, stockholder or partner of the Company or any of its Affiliates (other than solely in such person’s capacity as an Independent Manager, special member or independent manager/independent director/special member of one or more special purpose entities); (y) a supplier, customer or material service provider of the Company or any of its Affiliates (other than an Independent Manager provided by a nationally recognized corporate services provider or other service provider routinely furnishing professional independent manager/director services to special purpose entities in securitization or structured finance transactions); or (z) an immediate family member of any person described in clause (x) or (y) and (2) has (x) prior experience as an independent manager, independent director, independent member, special member or springing member for a corporation or limited liability company whose charter or organizational documents required the unanimous consent of all independent managers, independent directors, or independent members thereof

before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy; and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services (including providing independent managers or managers) to issuers of securitization or structured finance instruments, agreements or securities.

“Indenture” means the Indenture, dated as of June 11, 2026, by and between Bread Financial Card Issuance Trust, as issuer, and U.S. Bank Trust Company, National Association, as indenture trustee and paying agent, and U.S. Bank National Association, as securities intermediary, as the same may be amended, supplemented or otherwise modified from time to time.

“Material Action” means to consolidate or merge the Company with or into any Person (other than the Merger), or sell all or substantially all of the assets of the Company (except pursuant to a Transaction Document), or to institute proceedings to have the Company be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a voluntary petition or other petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company’s inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate the Company.

“Noteholder” has the meaning assigned to that term in the Indenture.

“Notes” has the meaning assigned to that term in the Indenture.

“Obligations” means the indebtedness, liabilities and obligations of the Company or any Trust under or in connection with this Agreement, the other Transaction Documents or any related document in effect as of any date of determination.

“Officer” means an officer of the Company described in Section 11.

“Officer’s Certificate” has the meaning assigned to that term in the Indenture.

“Outstanding Principal Amount” has the meaning assigned to that term in the Indenture.

“Person” means any person or entity, including any individual, corporation, limited liability company, partnership (general or limited), joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or other entity of any nature, whether or not a legal entity.

“Rating Agency Condition” has the meaning assigned to that term in the Indenture.

“Receivables” has the meaning assigned to that term in the Transaction Documents.

“Special Member” means, upon such person’s admission to the Company as a member of the Company pursuant to Section 5(c), a person acting as Independent Manager, in such person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

“Transaction Documents” means this Agreement and any Directors Agreement, transfer agreement, servicing agreement, receivables purchase agreement, indenture (including the Indenture), revolving credit agreement, account control agreement, trust agreement, asset representations review agreement or other agreement entered into by the Company or by a trust at the direction of the Company from time to time in connection with the acquisition, creation, funding or financing of Credit Account Assets, and all other documents, instruments and certificates delivered in connection therewith and any amendments to any of the foregoing.

“Trust” is defined in Section 7(a)(ii). As of the date hereof, Bread Financial Card Issuance Trust is a “Trust” for purposes of this Agreement.

B. Rules of Construction

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

SCHEDULE B

Economic Member

Name	Mailing Address	Membership Interest
Comenity Capital Bank	12921 South Vista Station Blvd., Suite 100 Draper, Utah 84020 Attention: President	100%

SCHEDULE C-1

[FORM OF] DIRECTORS AGREEMENT

Bread Financial Funding, LLC

[date]

For good and valuable consideration, each of the undersigned Persons, who have been designated as directors of Bread Financial Funding, LLC, a Delaware limited liability company (the “Company”), in accordance with the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of June 11, 2026, as it may be amended or restated from time to time (the “LLC Agreement”), hereby agree as follows:

1. Each of the undersigned accepts such Person’s rights and authority as a Director under the LLC Agreement and agrees to perform and discharge such Person’s duties and obligations as a Director under the LLC Agreement, and further agrees that such rights, authorities, duties and obligations under the LLC Agreement shall continue until such Person’s successor as a Director is designated or until such Person’s resignation or removal as a Director in accordance with the LLC Agreement. Each of the undersigned agrees and acknowledges that it has been designated as a “manager” of the Company within the meaning of the Delaware Limited Liability Company Act.

2. Each of the undersigned agrees, solely in its capacity as a creditor of the Company on account of any indemnification or other payment owing to the undersigned by the Company, (A) not to acquiesce, petition or otherwise invoke or cause the Company to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Company under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company or (B) not join with or cooperate or encourage any other Person to do any of the foregoing, for a period of one year and one day after payment in full of all Obligations of the Company.

3. THIS DIRECTORS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

Initially capitalized terms used and not otherwise defined herein have the meanings set forth in the LLC Agreement.

This Directors Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Directors Agreement and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Directors Agreement as of the day and year first above written.

By:

Name: [ ]

SCHEDULE C-2

[FORM OF] INDEPENDENT MANAGER AGREEMENT

Bread Financial Funding, LLC

THIS Independent Manager Agreement (“Agreement”), made as of the ____ day of___________, 20___, is entered into by and between__________ (“Independent Manager”) and Bread Financial Funding, LLC (the “Company”).

RECITALS

WHEREAS, the Company is engaged in the business described in the Second Amended and Restated Limited Liability Company Agreement attached as Exhibit A (the “LLC Agreement”); and

WHEREAS, the Company desires to nominate and elect_______________as the Independent Manager.

NOW THEREFORE, the parties agree as follows.

1. INDEPENDENT MANAGER. The Company has designated the Independent Manager as a Director under Section 9(a) of the LLC Agreement and the Independent Manager as an independent Manager of the Company, agrees to perform the duties of an Independent Manager of the Company in a diligent manner, as described in Exhibit A attached hereto. The Company and the Independent Manager recognize that the services of the Independent Manager are to be rendered to the Company on a nonexclusive basis.

2. TERM. The term of this Agreement shall begin and be effective as of the date hereof, and shall end and terminate on ________, 20___, except if terminated sooner by either party by providing thirty (30) days written notice. The Company shall have the right to remove the Independent Manager immediately for cause. Thereafter, this Agreement shall renew for successive one-year terms unless either party notifies the other in writing thirty (30) days prior to the renewal date of that party’s desire to cancel the Agreement. The Company understands that this Agreement shall terminate and the Independent Manager shall immediately resign as the Independent Manager of the Company if any payments due to AMACAR Group, L.L.C. (“AMACAR”) under the terms of any agreement between AMACAR and the Company remain unpaid for thirty (30) days from the date above.

3. BUSINESS EXPENSES. The Company shall pay any reasonable expenses incurred by the Independent Manager in the performance of his or her duties in accordance with such policies regarding expenses and travel that the Company may have in effect from time to time; and the Company shall promptly reimburse the Independent Manager for such expenses upon the submission of appropriate receipts and vouchers unless AMACAR has been reimbursed for such expenses.

4. CONFIDENTIALITY. From time to time the Independent Manager will receive or otherwise obtain from the Company, in connection with the Independent Manager’s duties as a independent Manager, certain information that is non-public, confidential or proprietary in nature

(the “Confidential Information”). The Independent Manager agrees to (i) not use any of the Confidential Information except in connection with fulfilling the duties of an independent Manager of the Company, (ii) use commercially reasonable efforts to prevent the disclosure of the Confidential Information to any person other than (a) to employees, agents, counsel and accountants of the Independent Manager who have a need to know in connection with the provision of services under this Agreement, each of whom the Independent Manager will inform of the non-public, confidential and proprietary nature of such information, (b) as required by any regulatory or supervisory authority or (c) as otherwise required by applicable law, (iii) return or destroy all Confidential Information within thirty (30) days after termination or expiration of this Agreement and (iv) notify Company and/or the Economic Member of any actual or potential unauthorized use, access or disclosure of the Confidential Information. This agreement regarding the Confidential Information is not applicable to any Confidential Information that (i) is or becomes generally available to the public through no fault or action on the part of the Independent Manager, or the Independent Manager’s employees, agents, counsel or accountants or (ii) is or becomes available to the Independent Manager on a non-confidential basis from a source other than the Company or any of its affiliates. In the event the Independent Manager is required to disclose the Confidential Information, the Independent Manager will request confidential treatment thereof and provide the Company with written notice of the proposed disclosure prior to the disclosure.

5. ASSIGNMENT. The Independent Manager acknowledges that the services to be rendered by him or her are expert, professional and personal. Accordingly, unless provided for elsewhere in this Agreement, the Independent Manager may not assign any of his or her rights or delegate any of his or her duties or obligations under this Agreement; provided, however, that subject to Section 4 above, the Independent Manager may enlist other personnel to assist him or her in carrying out his or her duties and obligations under this Agreement.

6. INDEMNIFICATION. In addition to, and not in limitation of, any and all rights of indemnification under the Company’s LLC Agreement or otherwise (including, without limitation, any insurance policies), the Company agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Independent Manager from any and all loss, claim, damage or cause of action, including reasonable attorneys’ fees related thereto (“Claims”) incurred by the Independent Manager in the performance of his or her duties and obligations under this Agreement; provided, however, that the Independent Manager shall not be so indemnified for Claims if they arise from the Independent Manager’s gross negligence, willful misconduct or unlawful acts. The benefits of this Section 6 shall survive the termination of this Agreement.

7. NON-PETITION. The Independent Manager, solely in its capacity as a creditor of the Company as a result of any indemnification or other payment related thereto owing to the Independent Manager by the Company, hereby agrees (A) not to acquiesce, petition or otherwise invoke or cause the Company to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Company under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company or (B) not to join with or cooperate or encourage any other Person to do any of the foregoing, for

a period of one year and one day after payment in full of all Obligations (as such term is defined in the LLC Agreement attached hereto as Exhibit A) of the Company.

8. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto pertaining only to the subject matter hereof.

10. AMENDMENT. No supplement, modification, or amendment of this Agreement shall be binding unless signed and executed in writing by the parties or party to be charged.

11. WAIVER AND CONSENT. Failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the right to require such performance at any time thereafter or performance of any other provision hereof, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

12. NOTICES. All notices, requests, demand and communications required, provided for or contemplated in this Agreement must be in writing and sent to the parties at the following addresses:

If to the Independent Manager:	[•]
	[6525 Carnegie Boulevard, Suite 318
	Charlotte, North Carolina 28211]
If to the Company:	3095 Loyalty Circle
	Columbus, Ohio 43219

Or, to such other persons or addresses as any party may request by giving written notice of such change to the other party.

13. SEVERABILITY. The invalidity of any provision of this Agreement, as determined by a Court of competent jurisdiction, shall in no way affect the validity of any other provision thereof.

14. COUNTERPARTS. This Agreement may be executed in counterparts.

IN WITNESS WHEREOF, the Independent Manager and the Company have signed this Agreement effective and binding as of the date first above written.

[•], in his or her capacity as Independent Manager
Bread Financial Funding, LLC
By:
	Name:
	Title:

EXHIBIT A

DUTIES OF THE INDEPENDENT MANAGER

Second Amended and Restated Limited Liability Company Agreement

SCHEDULE D

DIRECTORS

1.   Bruce Bowman

2.   Brigette Vinton

3.   Wai Chung

4.   Karla L. Boyd

5.   Kimberly Moore

SCHEDULE E
OFFICERS	TITLE
Bruce Bowman	President and Chief Executive Officer
Robert Kashtan	Senior Vice President, General Counsel and Secretary
Brigette Vinton	Chief Financial Officer
Bruce Sweeten	Chief Credit Officer
Wai Chung	Treasurer
Emily Little	Assistant Secretary

EX-4.1

Exhibit 4.1

Execution Version

RECEIVABLES PURCHASE AGREEMENT

between

COMENITY CAPITAL BANK

and

BREAD FINANCIAL FUNDING, LLC

Dated as of June 11, 2026

BREAD FINANCIAL CARD ISSUANCE TRUST

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
Section 1.01	Definitions		1
Section 1.02	Other Definitional Provisions		11
ARTICLE II PURCHASE AND CONVEYANCE OF RECEIVABLES			12
Section 2.01	Purchase		12
Section 2.02	Addition of Additional Accounts		14
Section 2.03	Removal of Accounts		15
Section 2.04	Additional Approved Portfolios		16
ARTICLE III CONSIDERATION AND PAYMENT			17
Section 3.01	Purchase Price		17
Section 3.02	Settlement and Adjustments to Purchase Price		17
Section 3.03	Use of Name, Logo and Marks		18
ARTICLE IV REPRESENTATIONS AND WARRANTIES			19
Section 4.01	Representations and Warranties of the Seller Relating to the Seller		19
Section 4.02	Representations and Warranties of the Seller Relating to this Agreement and the Receivables		20
Section 4.03	Representations and Warranties of BFF		22
ARTICLE V COVENANTS			24
Section 5.01	Covenants of the Seller		24
Section 5.02	Compliance with the FDIC Rule		26
ARTICLE VI REPURCHASE OBLIGATION			28
Section 6.01	Reassignment of Ineligible Receivables		28
Section 6.02	Reassignment of Other Receivables		28
Section 6.03	Reassignment of Terminated Program Agreement Receivables		29
ARTICLE VII CONDITIONS PRECEDENT			30
Section 7.01	Conditions to BFF’s Obligations Regarding Initial Receivables		30
Section 7.02	Conditions Precedent to the Seller’s Obligations		30
ARTICLE VIII TERM AND PURCHASE TERMINATION			32
Section 8.01	Term		32
Section 8.02	Purchase Termination		32
ARTICLE IX MISCELLANEOUS PROVISIONS			33
Section 9.01	Amendment		33
Section 9.02	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial		33
Section 9.03	Notices		34
Section 9.04	Severability of Provisions		35
Section 9.05	Assignment		36
Section 9.06	Acknowledgment and Agreement of the Seller		36
Section 9.07	Further Assurances		36

i

TABLE OF CONTENTS

		Page
Section 9.08	No Waiver; Cumulative Remedies		36
Section 9.09	Counterparts; Electronic Signatures		36
Section 9.10	Binding; Third-Party Beneficiaries		37
Section 9.11	Merger and Integration		37
Section 9.12	Headings		37
Section 9.13	Schedules and Exhibits		37
Section 9.14	Survival of Representations and Warranties		37
Section 9.15	Non-petition Covenant		37

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RECEIVABLES PURCHASE AGREEMENT, dated as of June 11, 2026 (this “Agreement”), by and between COMENITY CAPITAL BANK, a Utah industrial bank (together with its permitted successors and assigns, the “Seller”), and BREAD FINANCIAL FUNDING, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “BFF”).

W I T N E S S E T H:

WHEREAS, BFF desires to purchase, from time to time, certain Receivables (each capitalized term as hereinafter defined) existing or arising in designated credit card accounts of the Seller;

WHEREAS, the Seller desires to sell and assign, from time to time, certain Receivables to BFF upon the terms and conditions hereinafter set forth;

WHEREAS, it is contemplated that the Receivables purchased hereunder will be transferred by BFF to the Trust under and in accordance with the terms of the Transfer Agreement in connection with the issuance of notes secured by the Receivables;

WHEREAS, the Seller agrees that all representations, warranties, covenants and agreements made by the Seller herein with respect to the Accounts and the Receivables shall be assigned by BFF for the benefit of the Trust, the Owner Trustee, the Indenture Trustee and the Noteholders;

WHEREAS, it is contemplated that this Agreement will define the contractual rights and responsibilities of the Seller and BFF, including, but not limited to, representations and warranties, ongoing disclosure requirements and measures to avoid conflicts of interest;

WHEREAS, it is contemplated that this Agreement will provide authority for the Bank to fulfill its duties and exercise its rights as the Seller under this Agreement separate and apart from its duties and rights as servicer, administrator or any other role or capacity which it shall assume in connection with the issuance of notes secured by the Receivables; and

WHEREAS, the Seller and BFF agree to and do hereby amend and restate the Agreement to read in its entirety as set forth herein.

NOW, THEREFORE, it is hereby agreed by and between the Seller and BFF as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“Account” means (a) each Initial Account (but only from and after the Initial Transfer Date), (b) each Additional Account (but only from and after the Addition Date with

respect thereto), (c) each Automatic Additional Account (but only from and after the Addition Date with respect thereto), (d) each Related Account, and (e) each Transferred Account. The term “Account” shall exclude (i) any Removed Account and (ii) any Account all the Receivables of which are reassigned to the Seller pursuant to Section 6.01 or Section 6.02.

“Account Agreement” means, with respect to an Account, the agreement by and between the Seller (including the Seller as an assignee of any Other Originator) and any Person governing the terms and conditions of such Account, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

“Account Guidelines” means the established policies and procedures of the Seller (including, if applicable with respect to periods before transfer to the Bank, the applicable Other Originator), (a) relating to the operation of its credit card business, which generally are applicable to its portfolio of similar accounts, including the policies and procedures for determining the creditworthiness of customers and the extension of charge privileges to customers, and (b) relating to the maintenance of accounts and collection of receivables, in each case as such policies and procedures may be amended, restated, supplemented or otherwise modified from time to time.

“Acquired Portfolio Receivable” means any receivable acquired by the Seller from any Other Originator in connection with the Seller’s acquisition of a portfolio of credit card accounts from such Other Originator (prior to the sale of such receivable to BFF pursuant to this Agreement).

“Addition Cut-Off Date” means, with respect to any Additional Accounts, the close of business on the date specified as such in the related Supplemental Conveyance (or, if no such date is specified, the close of business on the Business Day immediately preceding the Addition Date).

“Addition Date” means, (a) with respect to Additional Accounts, the date specified as such in the related Supplemental Conveyance and (b) with respect to Automatic Additional Accounts, the Automatic Addition Date.

“Additional Account” means each credit card account (a) established pursuant to an Account Agreement, (b) in any Approved Portfolio, and (c) designated pursuant to Section 2.02 to be included as an Account and identified on a supplement to the RPA Account Schedule delivered to BFF by Seller pursuant to Section 2.01(e) and Section 2.02(b).

“Agreement” means this Receivables Purchase Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Approved Portfolio” means (a) any credit card accounts included in a Proprietary Portfolio and (b) any credit card accounts included in any additional program portfolio that is designated as an Approved Portfolio pursuant to Section 2.04. For the avoidance of doubt, once a program portfolio is designated as an Approved Portfolio, it shall remain an Approved Portfolio notwithstanding a change in the name or rebranding of any Brand Partner associated with the Approved Portfolio.

“Automatic Addition Date” has the meaning set forth in the Transfer Agreement.

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“Automatic Addition Suspension” has the meaning set forth in the Transfer Agreement.

“Automatic Addition Suspension Date” has the meaning set forth in the Transfer Agreement.

“Automatic Addition Termination Date” has the meaning set forth in the Transfer Agreement.

“Automatic Additional Account” has the meaning set forth in the Transfer Agreement.

“Bank” means Comenity Capital Bank, a Utah industrial bank, and any successor (by merger or consolidation) or assign of Comenity Capital Bank.

“BFF” has the meaning specified in the initial paragraph of this Agreement.

“Brand Partner” has the meaning specified in Section 6.03(a).

“Brand Partner Program” has the meaning specified in Section 6.03(a).

“Business Day” means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in New York, New York, Wilmington, Delaware or Draper, Utah are authorized or required by law, executive order or governmental decree to be closed.

“Cash Advance Fees” means cash advance transaction fees and cash advance late fees, if any, as specified in any Account Agreement applicable to an Account.

“Collections” means all payments (including Insurance Proceeds and Recoveries) received in respect of the Receivables. Collections shall also include the amounts of Interchange (if any) and Merchant Discount Fees (if any) for such Monthly Period determined in accordance with Section 5.01(f) and deemed to be received on the related Transfer Date.

“Conveyance” has the meaning specified in Section 2.01(a).

“Cut-Off Date” means (a) with respect to each Initial Account, the Initial Cut-Off Date as specified in the related Supplemental Conveyance, (b) with respect to each Additional Account, the Addition Cut-Off Date as specified as such in the related Supplemental Conveyance, and (c) with respect to each Automatic Additional Account, the applicable Addition Date.

“Debtor Relief Laws” means (a) the United States Bankruptcy Code and (b) all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, readjustment of debt, marshalling of assets, assignment for the benefit of creditors and similar debtor relief laws from time to time in effect in any jurisdiction affecting the rights of creditors generally or the rights of creditors of banks.

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“Defaulted Receivables” means Principal Receivables which are charged off as uncollectible or as having been created through fraudulent or counterfeit charge, in each case, on the Servicer’s computer file of Accounts on such Date of Processing in accordance with the Account Guidelines and the Servicer’s customary and usual servicing procedures for servicing receivables comparable to the Receivables.

“Designation Date” has the meaning set forth in the Transfer Agreement.

“Dollars,” “$” or “U.S. $” means United States dollars.

“Early Amortization Event” has the meaning specified in the Transfer Agreement.

“Eligible Account” means each credit card account in any Approved Portfolio owned by Seller established pursuant to an Account Agreement, which meets the following requirements as of the applicable Cut-Off Date:

(a) is a credit card account in existence and maintained with the Seller or an Affiliate of the Seller;

(b) is payable in Dollars;

(c) has an Obligor who is not identified by the Seller in its computer files as being involved in a proceeding under any Debtor Relief Law;

(d) has an Obligor who has provided, as his or her most recent billing address, an address located in the United States or its territories or possessions or a United States military address;

(e) has not been identified as an account with respect to which a related card has been lost or stolen;

(f) has not been sold or in which a security interest has not been granted by the Seller to any other party, unless any such security interest is released on or before the Initial Transfer Date (with respect to the Initial Accounts) or the Addition Date (with respect to the Additional Accounts and Automatic Additional Accounts);

(g) does not have any receivables that have been sold or pledged by the Seller to any Person other than BFF, unless any such pledge is released on or before the Initial Transfer Date (with respect to the Initial Accounts) or the Addition Date (with respect to the Additional Accounts and Automatic Additional Accounts); and

(h) does not have any receivables that are Defaulted Receivables or that have been identified by the Seller as having been incurred as a result of the fraudulent use of a related credit card.

Notwithstanding the above requirements, Eligible Accounts may include accounts, the receivables of which are Defaulted Receivables, or which have been identified by the Seller in its computer files as canceled due to a related Obligor’s bankruptcy or insolvency, in each case as of the related

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Cut-Off Date; provided, that (i) the balance of all receivables included in such accounts is reflected on the books and records of the Seller (and is treated for purposes of this Agreement) as “zero” and (ii) borrowing and charging privileges with respect to all such accounts have been canceled in accordance with the Account Guidelines applicable thereto and will not be reinstated by the Seller.

“Eligible Receivable” means each Receivable:

(a) which has arisen in an Eligible Account;

(b) which was created in compliance in all material respects with all Requirements of Law applicable to the Seller (or, in the case of an Acquired Portfolio Receivable, the related Other Originator) and pursuant to an Account Agreement that complies in all material respects with all Requirements of Law applicable to the Seller (or, in the case of an Acquired Portfolio Receivable, the related Other Originator during the time prior to the transfer of such Acquired Portfolio Receivable to the Seller), in either case, the failure to comply with which would have a material adverse effect on BFF;

(c) with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the creation of such Receivable or the execution, delivery and performance by the Seller (or, in the case of an Acquired Portfolio Receivable, the related Other Originator with respect to such actions prior to the transfer of such Acquired Portfolio Receivable to the Seller) of its obligations under the Account Agreement pursuant to which such Receivable was created, have been duly obtained, effected or given and are in full force and effect;

(d) as to which, immediately prior to the sale of such Receivable to BFF, the Seller has good and marketable title thereto, free and clear of all Liens (other than any Lien for taxes of the Seller if such taxes are not then due and payable or if the Seller is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books and records adequate reserves with respect thereto);

(e) which has been the subject of a valid sale and assignment from the Seller to BFF of all the Seller’s right, title and interest therein (including any proceeds thereof);

(f) which is the legal, valid and binding payment obligation of an Obligor thereon, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and general principles of equity (whether considered in a suit at law or in equity);

(g) which, at the time of the sale of such Receivable to BFF, has not been waived or modified except as permitted in accordance with Section 3.2(j) of the Servicing Agreement, Section 3.02 of this Agreement, the Account Guidelines, or as ordered by a court of competent jurisdiction or other Governmental Authority and which waiver or modification is reflected in the Seller’s computer file of Accounts;

(h) which, at the time of the sale of such Receivable to BFF, is not subject to any right of rescission, setoff, counterclaim or any other defense (including defenses arising out of violations of usury laws) of an Obligor, other than defenses arising out of applicable Debtor Relief

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Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or equity);

(i) as to which, at the time of the sale of such Receivable to BFF, the Seller has performed all obligations required to be performed by it under this Agreement and the Account Agreement in connection with such sale;

(j) as to which, at the time of the sale of such Receivable to BFF, the Seller has not taken any action which would impair, or omitted to take any action the omission of which would impair, in any material respect the rights of BFF therein; and

(k) which constitutes an “account” as defined in Article 9 of the UCC as then in effect in any jurisdiction where the filing of a financing statement is then required to perfect BFF’s interest in such Receivable and the proceeds thereof.

“Execution Date” means June 11, 2026.

“FDIC” means the Federal Deposit Insurance Corporation or any successor thereto.

“FDIC Rule” means 12 C.F.R. §360.6, as it may be amended from time to time and subject to such clarifications and interpretations as may be provided by the FDIC or the FDIC’s staff from time to time, and any successor thereto.

“FDIC Rule Interpretations” means any applicable published or informal interpretations, statements of policy or staff guidance issued by the FDIC or its staff interpreting or relating to the FDIC Rule.

“Finance Charge Receivables” means (a) all amounts billed to the Obligors or any Account in respect of (i) all Periodic Finance Charges, (ii) Cash Advance Fees, (iii) Late Fees, returned check fees, and non-sufficient fund fees, and (iv) any other fees and charges and (b) Discount Option Receivables, if any.

“Governmental Authority” means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Inactive Account” means an Account with a Receivables balance of zero and on which no charges have been made for at least the preceding twelve (12) months.

“Indenture” means the Indenture, dated as of June 11, 2026, by and among the Trust, as issuer, the Indenture Trustee and the Securities Intermediary, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Indenture Trustee” means U.S. Bank Trust Company, National Association, in its capacity as indenture trustee under the Indenture, its successors in interest and any successor indenture trustee under the Indenture.

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“Initial Account” means each credit card account in any Approved Portfolio established pursuant to an Account Agreement, which account is identified in the RPA Account Schedule delivered to BFF by the Seller pursuant to Section 2.01(e).

“Initial Transfer Date” means the date specified as such in the Supplemental Conveyance delivered by the Seller with respect to the Initial Accounts.

“Insolvency Event” has the meaning specified in Section 8.02.

“Insurance Proceeds” means any amounts received pursuant to the payment of benefits under any credit life insurance policies, credit disability insurance policies or unemployment insurance policies covering any Obligor with respect to Receivables under such Obligor’s Account.

“Interchange” means all interchange fees or issuer rate fees payable to the Seller, in its capacity as credit card issuer, through VISA USA, Inc.^®, MasterCard International Incorporated^®, American Express Company^® or any similar entity in connection with cardholder charges for goods or services.

“Late Fees” has the meaning specified in the Account Agreement applicable to each Account for late fees or similar terms.

“Lien” means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, equity interest, encumbrance, lien (statutory or other), preference, participation interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, or any financing lease having substantially the same economic effect as any of the foregoing.

“Merchant Discount Fees” means the amounts realized by the Seller on account of merchant fees and discounts relating to credit sales with respect to the Accounts.

“Net Purchase Price” has the meaning specified in Section 3.02.

“Noteholder” means the holder of a note issued pursuant to the Indenture.

“Obligor” means, with respect to any Account, the Person or Persons obligated to make payments with respect to such Account, including any guarantor thereof, but excluding any merchant.

“Officer’s Certificate” means a certificate delivered to BFF signed by any authorized officer of the Seller and which states that the certifications set forth in such certificate are based upon the results of a due inquiry into the matters in question conducted by or under the supervision of the signing officer and that the facts stated in such certifications are true and correct to the best of the signing officer’s knowledge.

“Other Originator” means any Person from which the Seller acquires a portfolio of credit card accounts any or all of which are subsequently designated as Accounts.

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“Owner Trustee” has the meaning specified in the Trust Agreement.

“Periodic Finance Charges” means, with respect to any Account, all interest charges, finance charges, or similar charges accrued or assessed on such Account that are calculated by applying a periodic rate (whether daily, monthly, or otherwise) to all or any portion of the outstanding balance of such Account, however such charges may be designated in the related Account Agreement (including any charges designated as “interest,” “interest charges,” “finance charges,” “periodic finance charges,” “finance charges (due to periodic rate),” or similar terms).

“Person” means any person or entity, including any individual, corporation, limited liability company, partnership (general or limited), joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority, or other entity of any nature, whether or not a legal entity.

“Principal Receivables” means all Receivables other than Finance Charge Receivables. In calculating the aggregate amount of Principal Receivables on any day, the amount of Principal Receivables shall be reduced by the aggregate amount of credit balances in the Accounts on such day.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Proprietary Portfolio” means credit card accounts issued by the Bank, or an Affiliate of the Bank, (a) which bear either the Comenity or Bread Financial brand and not the brand of any other financial or non-financial organization and (b) the value proposition and rewards structure of which is not directly tied to or affiliated with an external brand or loyalty program.

“Purchase Price” has the meaning specified in Section 3.01(a).

“Purchase Price Adjustment” has the meaning specified in Section 3.02.

“Purchased Assets” has the meaning specified in Section 2.01(a).

“Rating Agency” means the nationally recognized statistical rating organization or organizations, if any, selected by BFF or the Trust to rate any securities issued by the Trust.

“Rating Agency Condition” has the meaning specified in the Indenture; provided, that for purposes of this Agreement, references to the “Issuer,” “Transferor,” or “Servicer” in such definition shall be deemed to include references to the “Seller.”

“Reassigned Assets” has the meaning specified in Section 2.03(a).

“Reassignment” has the meaning specified in Section 2.03(a).

“Receivables” means all amounts shown on the Seller’s records as amounts payable by an Obligor on any Account from time to time, including amounts payable for Principal Receivables and Finance Charge Receivables.

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“Recoveries” means all amounts received with respect to Defaulted Receivables, including proceeds from the sale or other disposition of such Receivables to third-party debt buyers or collection agencies.

“Related Account” means each Account in any Approved Portfolio, including any Proprietary Portfolio, with respect to which a new account number has been issued by the Seller (a) in compliance with the Account Guidelines and the related Account Agreement, (b) to the same Obligor or Obligors of such Account, and (c) as a result of the following: (i) the credit card with respect to such Account being lost or stolen; (ii) the related Obligor requesting a change in his or her billing cycle; (iii) the related Obligor requesting the discontinuance of responsibility with respect to such Account; (iv) fraudulent use of the credit card with respect to such Account; or (v) for any other reasons permitted by the Account Guidelines; provided, that such Account can be traced or identified in the computer or other records of the Seller used to generate the RPA Account Schedule. A Related Account shall become an Account upon the date of issuance as reflected in the Seller’s records, and the Receivables therein shall be deemed to be Receivables sold to BFF hereunder. Related Accounts shall be identified on supplements to the RPA Account Schedule, together with identification of the Account to which each such Related Account relates, delivered to BFF by the Seller pursuant to Section 2.01(e).

“Removal Date” means the date on which an Account becomes a Removed Account.

“Removed Accounts” has the meaning specified in Section 2.03(a).

“Requirements of Law” means any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, whether federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act and Regulation B and Regulation Z of the Board of Governors of the Federal Reserve System), and, when used with respect to any Person, the certificate of incorporation or formation and by-laws or other organizational or governing documents of such Person.

“Restart Date” means the date specified by BFF in a written notice revoking an Automatic Addition Suspension pursuant to Section 2.03(b).

“Revolving Credit Agreement” means the Revolving Credit Agreement, dated as of June 11, 2026, by and between BFF and the Seller, as amended, restated, supplemented or otherwise modified from time to time.

“RPA Account Schedule” means a true and complete list of Accounts identified by account number (or by an alpha-numeric identifier that uniquely and objectively identifies the applicable account number), as delivered, supplemented and amended from time to time in accordance with Section 2.01(e). The RPA Account Schedule and each supplement thereto shall set forth, as applicable:

(a) with respect to each Initial Account or Additional Account, the aggregate amount of Receivables in such Account as of the applicable Cut-Off Date;

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(b) with respect to each Automatic Additional Account, the aggregate amount of Receivables in such Account as of the last day of the Monthly Period in which such Account became an Automatic Additional Account;

(c) with respect to any Transferred Account, identification of the Account replaced by such Transferred Account;

(d) with respect to any Related Account, identification of the Account to which such Related Account relates; and

(e) with respect to any Removed Account, the aggregate amount of Receivables in such Removed Account as of the applicable Removal Date.

“Securities Intermediary” has the meaning specified in the Indenture.

“Securitization Code” has the meaning specified in Section 2.01(d).

“Seller” has the meaning specified in the initial paragraph of this Agreement.

“Servicer” means the Seller, in its capacity as servicer pursuant to the Servicing Agreement, and, after any Service Transfer (as defined in the Servicing Agreement), the Successor Servicer.

“Servicing Agreement” means the Servicing Agreement, dated as of June 11, 2026, by and among BFF, the Seller, as Servicer and as Administrator, the Trust, and the Indenture Trustee, as amended, restated, supplemented or otherwise modified from time to time.

“Successor Servicer” has the meaning specified in the Servicing Agreement.

“Supplemental Conveyance” has the meaning specified in Section 2.02(b)(vii).

“Transfer Agreement” means the Transfer Agreement, dated as of June 11, 2026, by and among BFF, the Trust, and the Indenture Trustee, as amended, restated, supplemented or otherwise modified from time to time.

“Transfer Restriction Event” means that the Seller is unable for any reason to transfer Receivables to BFF in accordance with the provisions of this Agreement, including by reason of the application of the provisions in Section 8.02 or any order of any Governmental Authority.

“Transferred Account” means each credit card account to which the cardholder relationship and Receivables of an existing Account have been transferred (including as a result of product change, card conversion, account migration, or similar event) in accordance with the Account Guidelines; provided, that (a) such Transferred Account is a credit card account in an Approved Portfolio, including any Proprietary Portfolio, and (b) such Transferred Account can be traced or identified in the computer or other records of the Seller used to generate the RPA Account Schedule. A Transferred Account shall become an Account upon the date of such transfer as reflected in the Seller’s records, and the Receivables therein shall be deemed to be Receivables

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sold to BFF hereunder. Transferred Accounts shall be identified on supplements to the RPA Account Schedule, together with identification of the Account replaced by each such Transferred Account, delivered to BFF by the Seller pursuant to Section 2.01(e).

“Trust” means the Bread Financial Card Issuance Trust, a Delaware statutory trust.

“Trust Agreement” means the Amended and Restated Trust Agreement of the Trust, dated as of June 11, 2026, by and between BFF and the Owner Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“UCC” means the Uniform Commercial Code, as amended from time to time, as in effect in the applicable jurisdiction.

Section 1.02 Other Definitional Provisions.

(a) Capitalized terms used but not otherwise defined herein have the meanings set forth in the Transfer Agreement.

(b) The terms defined in this Article have the meanings assigned to them in this Article, and, along with any other term defined in any Section of this Agreement, include the plural as well as the singular and are applicable to the masculine as well as the feminine and neuter genders of such terms.

(c) 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.

(d) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not otherwise defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation.

(e) Unless otherwise specified, references to any amount as on deposit or outstanding on any particular date shall mean such amount at the close of business on such day.

(f) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” means “including without limitation.” Unless the context otherwise requires, terms used herein that are defined in the New York UCC and not otherwise defined herein shall have the meanings set forth in the New York UCC.

[END OF ARTICLE I]

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ARTICLE II

PURCHASE AND CONVEYANCE OF RECEIVABLES

Section 2.01 Purchase.

(a) In consideration of the payment of the Purchase Price as provided herein, the Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to BFF (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Receivables existing at the opening of business on the Initial Transfer Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts) and thereafter created and arising from time to time in the Initial Accounts (unless such Initial Account has become a Removed Account), (ii) the Receivables existing at the opening of business on each applicable Addition Date, in the case of Receivables arising in the Additional Accounts and Automatic Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts) and thereafter created and arising from time to time in the Additional Accounts and Automatic Additional Accounts (unless such Additional Account or Automatic Additional Account has become a Removed Account), (iii) all Collections, Insurance Proceeds, Interchange, Merchant Discount Fees and Recoveries on or allocable to such Receivables, (iv) all monies due and to become due with respect to all of the foregoing, (v) all amounts received with respect to all of the foregoing, and (vi) all proceeds thereof (collectively, the “Purchased Assets”). Each Account will continue to be owned by the Seller and will not be a Purchased Asset.

(b) The Receivables existing in the Initial Accounts on the Initial Transfer Date, and the related Purchased Assets, shall be sold by the Seller and purchased by BFF on the Initial Transfer Date. Receivables arising after the Initial Transfer Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by the Seller and purchased by BFF on the date such Receivables are recorded in the Seller’s system of records. The Receivables existing in Additional Accounts on the related Addition Date, and the related Purchased Assets, shall be sold by the Seller and purchased by BFF on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets will be sold by the Seller and purchased by BFF on the date such Receivables are recorded on the Seller’s system of records.

(c) The Seller shall file, at its own expense, all financing statements (and amendments to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection and priority of, the Conveyance of such Purchased Assets to BFF, and shall deliver file-stamped copies of each such financing statement or amendment or other evidence of such filing to BFF as soon as is practicable on or after (i) the Initial Transfer Date, in the case of the Purchased Assets relating to the Initial Accounts, and (ii) if any additional filing is necessary, the applicable Addition Date, in the case of Purchased Assets relating to Additional Accounts or Automatic Additional Accounts.

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(d) The Seller shall, at its own expense, on (i) the Initial Transfer Date, in the case of the Initial Accounts, (ii) the applicable Addition Date, in the case of Additional Accounts and Automatic Additional Accounts, and (iii) the applicable Removal Date, in the case of Removed Accounts, indicate in its books and records (including its appropriate computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to BFF (or conveyed to the Seller or its designee in accordance with Section 2.03, in the case of Removed Accounts). The Seller shall indicate the sale of Receivables to BFF in its computer files by including in the portfolio identifier field a three-digit number within the range of “600” to “699” that identifies each Account as subject to this Agreement and the Transfer Agreement (each, a “Securitization Code”). The Seller shall not alter or remove the Securitization Code referenced in this paragraph with respect to any Account during the term of this Agreement unless and until (A) such Account becomes a Removed Account, (B) all Receivables in such Account have become Defaulted Receivables and been reassigned to the Seller in accordance with Section 6.01, or (C) the Seller shall have taken such action as is necessary or advisable to maintain the perfection and first priority of BFF’s interest in the related Purchased Assets, including, without limitation, the filing of any UCC financing statements or amendments; provided, however, that nothing herein shall preclude the Seller from changing the Securitization Code so long as the resulting Securitization Code constitutes a three-digit number within the range of “600” to “699”.

(e) The Seller shall, at its own expense, on or prior to the seventh (7th) Business Day following the Initial Transfer Date, deliver to BFF an RPA Account Schedule identifying the Initial Accounts. Thereafter, the RPA Account Schedule shall be supplemented and amended by the Seller and delivered to BFF: (i) on or prior to the seventh (7th) Business Day following each Addition Date to include the applicable Additional Accounts; (ii) promptly, but no later than, the tenth (10th) Business Day following the end of each Monthly Period in which (A) any accounts become Automatic Additional Accounts, (B) any Related Accounts are issued, and (C) any Transferred Accounts result from transfers, to identify such Automatic Additional Accounts, Related Accounts and Transferred Accounts, respectively; and (iii) on or prior to the seventh (7th) Business Day following each Removal Date to identify the applicable Removed Accounts. No supplement to the RPA Account Schedule shall list any account first established during an Automatic Addition Suspension (unless and until a Restart Date is in effect and such account was first established on or after such Restart Date) or on or after any Automatic Addition Termination Date as an Automatic Additional Account.

(f) The parties to this Agreement intend that the conveyance of the Seller’s right, title and interest in, to and under the Purchased Assets pursuant to this Agreement shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from the Seller to BFF. It is the intention of the parties to this Agreement that the arrangements with respect to the Purchased Assets shall constitute an absolute and irrevocable transfer that is a “true sale” for all purposes and not a pledge or financing of the Purchased Assets; and this Agreement shall be interpreted accordingly. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties to this Agreement that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted, and the Seller does hereby grant, to BFF a first priority perfected security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment

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property, deposit accounts, letters of credit and letter-of-credit rights consisting of, arising from or related to the Purchased Assets, and all proceeds thereof, to secure the Seller’s obligations hereunder.

Section 2.02 Addition of Additional Accounts.

(a) If (i) BFF is required, pursuant to Section 2.11(b) of the Transfer Agreement, to designate Additional Accounts to the Trust, or (ii) BFF elects, pursuant to Section 2.11(c) of the Transfer Agreement, to designate Additional Accounts to the Trust, then in either case BFF shall give written notice thereof to the Seller; provided, however, that such notice shall be provided on or before the third (3rd) Business Day immediately preceding the Addition Date. Upon receipt of such notice and on or prior to such date on which the Seller is being asked to designate Additional Accounts, the Seller shall designate, to the extent it has such accounts, sufficient Eligible Accounts as Additional Accounts and shall sell to BFF the Purchased Assets related to such Additional Accounts. In addition, at its option and with the consent of BFF, the Seller may designate Eligible Accounts as Additional Accounts and sell to BFF the Purchased Assets related to such Additional Accounts.

(b) On the Addition Date such designated Additional Accounts shall become Accounts, and BFF shall purchase the Seller’s right, title and interest in, to and under the Receivables in such Additional Accounts and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of the following conditions:

(i) as of the applicable Cut-Off Date, each Additional Account is an Eligible Account;

(ii) as soon as practicable on or after the Addition Date, the Seller shall deliver to BFF file-stamped copies of all financing statements (and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary to perfect BFF’s interest in the Receivables arising therein and the related Purchased Assets;

(iii) as of the Addition Date, no Insolvency Event with respect to the Seller shall have occurred nor shall the sale of the Receivables arising in the Additional Accounts and the related Purchased Assets to BFF have been made in contemplation of the occurrence thereof;

(iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on BFF;

(v) the Seller shall have delivered to BFF an Officer’s Certificate of the Seller, dated the Addition Date, confirming, to the extent applicable and in the Seller’s reasonable belief, the items set forth in clauses (i) through (iv) above;

(vi) on or before the Addition Date, the Seller and BFF shall have entered into a duly executed, written assignment with respect to such Additional Accounts, substantially in the form of Exhibit A (a “Supplemental Conveyance”); and

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(vii) the Seller shall have indicated in its computer files that Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold to BFF by including the Securitization Code in the portfolio identifier field of such Additional Accounts and, on or prior to the seventh (7th) Business Day following the Addition Date, shall have delivered to BFF a supplement to the RPA Account Schedule with respect to such Additional Accounts in accordance with Section 2.01(e), which shall be incorporated into and made a part of such Supplemental Conveyance.

Section 2.03 Removal of Accounts.

(a) From time to time, the Seller may request (which BFF may deny) the reassignment to it or its designee of all of the right, title and interest of BFF in, to and under the Receivables then existing on a specified Removal Date (as defined below) and thereafter created in one or more specified Accounts (the “Removed Accounts”), all Collections, Insurance Proceeds, Interchange, Merchant Discount Fees and Recoveries on or allocable to such Receivables in such Removed Accounts, all monies due or to become due with respect to all of the foregoing, all amounts received with respect to all of the foregoing, and all proceeds thereof (the “Reassigned Assets”). Any such reassignment shall be subject to the satisfaction of the following conditions:

(i) on or before the tenth (10th) Business Day immediately preceding the desired Removal Date, the Seller shall have given BFF written notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); provided, that such notice shall be deemed satisfied upon the delivery of the draft Reassignment (as defined below);

(ii) BFF shall have delivered its written consent for such removal to the Seller;

(iii) on or prior to the seventh (7th) Business Day following the Removal Date, the Seller shall supplement the RPA Account Schedule; and

(iv) except in the case of any removal pursuant to Section 2.12(c) or (d) of the Transfer Agreement, the Seller shall have delivered to BFF an Officer’s Certificate, dated as of the Removal Date, to the effect that no selection procedures believed by the Seller to be materially adverse to, or materially beneficial to, the interests of BFF or any of its creditors have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type.

Upon satisfaction of the above conditions (and subject to BFF’s agreement, except in the case of any removal pursuant to Section 2.12(c) or (d) of the Transfer Agreement, and receipt by BFF of the reassignment price agreed upon between BFF and the Seller), BFF shall execute and deliver to the Seller or its designee a written reassignment in substantially the form of Exhibit B (the related “Reassignment”) and shall, without further action, thereby sell and assign to the Seller or its designee, effective as of the related Removal Date, without recourse, representation or warranty, all of BFF’s right, title and interest in, to and under the Reassigned Assets arising in the Removed Accounts. In addition, BFF shall execute such other documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of Reassigned Assets arising in Removed Accounts pursuant to this

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Section 2.03(a). Any repurchase of the Reassigned Assets in Removed Accounts designated pursuant to this Section 2.03(a) and a related Reassignment shall be effected at a purchase price equal to the fair market value of such Reassigned Assets relating to such Removed Accounts as of the Removal Date as agreed upon by BFF and the Seller prior to such sale.

(b) Pursuant to Section 2.12(d) of the Transfer Agreement, the Seller shall designate as Removed Accounts any Accounts identified for purchase by a Brand Partner or its designee pursuant to the terms of the related Brand Partner Program. Any repurchase of the Reassigned Assets in Removed Accounts designated pursuant to this Section 2.03(b) shall be effected at a purchase price equal to the fair market value of such Reassigned Assets as of the Removal Date as agreed upon by BFF and the Seller prior to such sale.

(c) Notwithstanding anything else contained in this Section 2.03 to the contrary, the Seller may, but shall not be obligated to, designate from time to time any Inactive Account as a Removed Account; provided, that on or prior to the seventh (7th) Business Day following the Removal Date for any Inactive Account, the Seller shall supplement the RPA Account Schedule.

Section 2.04 Additional Approved Portfolios.

(a) Subject to the restrictions and qualifications set forth in Section 2.11 of the Transfer Agreement, the Seller may from time to time designate additional portfolios of accounts as “Approved Portfolios” if the Rating Agency Condition is satisfied with respect to the designation of such portfolios.

(b) If BFF determines to designate Automatic Additional Accounts arising in a portfolio that is designated as an Approved Portfolio pursuant to Section 2.11(e)(i) of the Transfer Agreement, the Seller shall reasonably cooperate with BFF in connection with such designation, including by (i) providing to BFF such information regarding the proposed Approved Portfolio as BFF may reasonably request, (ii) on the Addition Date for any Automatic Additional Accounts, indicating in its computer files that Receivables created in connection with such Automatic Additional Accounts in an Approved Portfolio have been sold to BFF by including the Securitization Code in the portfolio identifier field of such Automatic Additional Account, and (iii) delivering to BFF an Officer’s Certificate confirming that no selection procedures believed by the Seller to be materially adverse to the interests of the Noteholders were utilized in selecting such Approved Portfolio.

[END OF ARTICLE II]

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ARTICLE III

CONSIDERATION AND PAYMENT

Section 3.01 Purchase Price.

(a) BFF shall pay to the Seller each purchase price described in this ARTICLE III (a “Purchase Price”) in return for the Principal Receivables, the related Finance Charge Receivables and the other related Purchased Assets. Notwithstanding any other provision of this Agreement, the Seller is not obligated to sell Principal Receivables, the related Finance Charge Receivables and the other Purchased Assets, to BFF to the extent that BFF does not pay the Seller the related Purchase Price.

(b) The Purchase Price for the Principal Receivables, the Finance Charge Receivables and the other Purchased Assets relating to each Initial Account that exist on the Initial Transfer Date is an amount equal to the fair market value of those Principal Receivables, Finance Charge Receivables and other Purchased Assets.

(c) The Purchase Price for the Principal Receivables in each Initial Account that arise after the Initial Transfer Date, and the related Finance Charge Receivables and other related Purchased Assets, is an amount equal to 100% of the aggregate balance of such Principal Receivables, adjusted to reflect such factors as the Seller and BFF, each acting in good faith, mutually agree will result in a Purchase Price determined to be the fair market value of those Principal Receivables, Finance Charge Receivables and other Purchased Assets.

(d) The Purchase Price for the Principal Receivables, the Finance Charge Receivables and the other Purchased Assets relating to each Additional Account and each Automatic Additional Account that exist on the related Addition Date is an amount equal to the fair market value of those Principal Receivables, Finance Charge Receivables and other Purchased Assets.

(e) The Purchase Price for the Principal Receivables in each Additional Account and each Automatic Additional Account that arise after the Addition Date, and the related Finance Charge Receivables and other related Purchased Assets, is an amount equal to 100% of the aggregate balance of such Principal Receivables, adjusted to reflect such factors as the Seller and BFF, each acting in good faith, mutually agree will result in a Purchase Price determined to be the fair market value of those Principal Receivables, Finance Charge Receivables and other Purchased Assets.

Section 3.02 Settlement and Adjustments to Purchase Price. The aggregate Purchase Price payable on any Distribution Date will be reduced if, during the related Monthly Period, a Receivable previously sold to BFF has been reduced by the Seller or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible, each in accordance with its standard servicing policies (collectively, the “Purchase Price Adjustment”). With respect to each Monthly Period, the amount of such Purchase Price Adjustment shall equal the total amount of any such

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reductions or downward adjustments during such Monthly Period. On the Distribution Date, the Seller shall deliver to BFF a settlement statement evidencing: (i) the aggregate Purchase Price of Receivables conveyed to BFF during the prior Monthly Period (or, with respect to the first Distribution Date following the Execution Date, the period from and including the Execution Date through the last day of the calendar month preceding such Distribution Date); (ii) the Purchase Price Adjustment for such Monthly Period; and (iii) the aggregate Purchase Price as reduced by the Purchase Price Adjustment (the “Net Purchase Price”). On such Distribution Date, BFF shall pay or cause to be paid to the Seller, in immediately available funds, including funds obtained under the Revolving Credit Agreement, an amount equal to the Net Purchase Price. Notwithstanding the foregoing, in the event a Purchase Price Adjustment pursuant to this Section 3.02 causes the Net Purchase Price to be a negative number, the Seller agrees that, on the Distribution Date, the Seller shall pay or cause to be paid to BFF an amount equal to the absolute value of such negative Net Purchase Price.

Section 3.03 Use of Name, Logo and Marks. The Seller does hereby grant to BFF a non-exclusive license to use the name “Comenity Capital Bank” and all related identifying trade or service marks, signs, symbols, logos, designs, servicing software, customer lists and other intangibles in connection with the servicing of the Receivables purchased hereunder. The license granted shall be co-extensive with the term of this Agreement.

[END OF ARTICLE III]

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01 Representations and Warranties of the Seller Relating to the Seller.

(a) Representations and Warranties. The Seller hereby represents and warrants to, and agrees with, BFF as of the Initial Transfer Date and on each Addition Date, that:

(i) Organization and Good Standing. The Seller is an industrial bank, duly organized, validly existing, and in good standing under the laws of Utah and has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted, and to execute, deliver and perform its obligations under this Agreement.

(ii) Due Qualification. The Seller is duly qualified to do business and is in good standing as a foreign corporation or other entity (or is exempt from such requirements) and has obtained all necessary licenses and approvals in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on this Agreement or the transactions contemplated hereby or on the ability of the Seller to perform its obligations under this Agreement.

(iii) Due Authorization. The execution and delivery by the Seller of this Agreement and any other document or instrument delivered by the Seller pursuant hereto, including any Supplemental Conveyance, to which the Seller is a party and the consummation by the Seller of the transactions provided for in this Agreement and any such Supplemental Conveyance, have been duly authorized by the Seller by all necessary corporate action on the part of the Seller.

(iv) No Conflict or Violation. The execution and delivery by the Seller of this Agreement, the performance by the Seller of the transactions contemplated by this Agreement and the fulfillment by the Seller of the terms of this Agreement applicable to the Seller, will not conflict with or violate any Requirements of Law applicable to the Seller or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it or its properties are bound.

(v) No Proceedings. There are no Proceedings or investigations pending or, to the best knowledge of the Seller, threatened, against the Seller before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of the Seller, would materially and adversely affect the performance by the Seller of its obligations under this Agreement, or (iv) seeking any determination or ruling that, in the reasonable judgment of the Seller, would materially and adversely affect the validity or enforceability of this Agreement.

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(vi) All Consents. All authorizations, consents, orders or approvals of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Seller in connection with the execution and delivery by the Seller of this Agreement and the performance by the Seller of the transactions contemplated by this Agreement have been duly obtained, effected or given and are in full force and effect.

(vii) Insolvency. No Insolvency Event with respect to the Seller has occurred, and the Seller entered into this Agreement and, in the case of Additional Accounts, the related Supplemental Conveyance, in the ordinary course of business, not in contemplation of insolvency and not with the intent to hinder, delay or defraud itself or its creditors. This Agreement and the transactions contemplated hereby are arm’s length, bona fide transactions.

(viii) Approval. This Agreement and each Supplemental Conveyance have each been approved by either the board of directors of the Seller or by the asset and liability management committee of the Seller and such approvals are reflected in the minutes of such board or committee. This Agreement and each Supplemental Conveyance have been, continuously, from the time of execution, in the official record of the Seller. The RPA Account Schedule has been, continuously from the Initial Transfer Date, in the official record of the Seller.

(b) Notice of Breach. The representations and warranties set forth in this Section 4.01 shall survive the sale of the Purchased Assets to BFF. Upon discovery by the Seller or BFF of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other party, the Servicer, the Owner Trustee and the Indenture Trustee following such discovery.

Section 4.02 Representations and Warranties of the Seller Relating to this Agreement and the Receivables.

(a) Representations and Warranties. The Seller hereby represents and warrants to BFF as of the Initial Transfer Date with respect to the Initial Accounts (and the Receivables arising therein) and as of each Addition Date with respect to the related Additional Accounts and Automatic Additional Accounts (and the Receivables arising therein), that:

(i) each of this Agreement and, in the case of the Initial Accounts and Additional Accounts, the related Supplemental Conveyance constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws or general principles of equity;

(ii) (A) as of the date of its delivery with respect to the Initial Accounts (and the Receivables arising thereunder), the RPA Account Schedule is an accurate and complete listing in all material respects of all such Initial Accounts as of the Initial Transfer Date, and the information contained therein with respect to the identity of such Initial Accounts and the Receivables existing thereunder is true and correct in all material respects as of such date; (B) as of the date of its delivery, with respect to any Additional Accounts designated by Supplemental Conveyance (and the Receivables arising thereunder), the supplement to the RPA Account Schedule delivered in connection with such Supplemental Conveyance is an accurate and complete listing in all material respects of such Additional Accounts as of the applicable Addition Date, and

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the information contained therein with respect to the identity of such Additional Accounts and the Receivables existing thereunder is true and correct in all material respects as of such Addition Date; (C) on or prior to the tenth (10th) Business Day following the end of each Monthly Period in which any accounts become Automatic Additional Accounts, with respect to such Automatic Additional Accounts (and the Receivables arising thereunder), the supplement to the RPA Account Schedule delivered for such Monthly Period is an accurate and complete listing in all material respects of all Automatic Additional Accounts that became Automatic Additional Accounts during such Monthly Period, and the information contained therein with respect to the identity of such Automatic Additional Accounts and the Receivables existing thereunder is true and correct in all material respects as of the last day of such Monthly Period; provided, that no supplement to the RPA Account Schedule shall list any account first established during an Automatic Addition Suspension (unless and until a Restart Date is in effect and such account was first established on or after such Restart Date) or on or after any Automatic Addition Termination Date as an Automatic Additional Account; (D) on or prior to the tenth (10th) Business Day following the end of each Monthly Period in which any Related Accounts are issued, with respect to such Related Accounts (and the Receivables arising thereunder), the supplement to the RPA Account Schedule delivered for such Monthly Period is an accurate and complete listing in all material respects of all Related Accounts issued during such Monthly Period, and the information contained therein with respect to the identity of such Related Accounts and the Account to which each such Related Account relates is true and correct in all material respects as of the last day of such Monthly Period; and (E) on or prior to the tenth (10th) Business Day following the end of each Monthly Period in which any Transferred Accounts result from transfers, with respect to such Transferred Accounts (and the Receivables arising thereunder), the supplement to the RPA Account Schedule delivered for such Monthly Period is an accurate and complete listing in all material respects of all Transferred Accounts that resulted from transfers during such Monthly Period, and the information contained therein with respect to the identity of such Transferred Accounts and the Account replaced by each such Transferred Account is true and correct in all material respects as of the last day of such Monthly Period;

(iii) each Receivable conveyed to BFF has been conveyed to BFF free and clear of any Lien (other than as permitted by clause (d) of the term “Eligible Receivable”);

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

(v) this Agreement and, in the case of the Initial Accounts and Additional Accounts, the related Supplemental Conveyance, constitutes a valid sale to BFF of all right, title and interest of the Seller in the Purchased Assets (other than as permitted by clause (d) of the term “Eligible Receivable”), and such sale is perfected and of first priority under the UCC;

(vi) the Seller has or will cause, as applicable, 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 in the Purchased Assets granted to BFF under this Agreement and upon filing of all such appropriate financing statements, BFF will have a first priority perfected security interest in such property;

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(vii) on the applicable Cut-Off Date, each such Account is an Eligible Account;

(viii) on the applicable Cut-Off Date, each Receivable related to such Account on such date and sold to BFF by the Seller is an Eligible Receivable;

(ix) as of the date of the creation of any new Receivable sold to BFF by the Seller, such Receivable is an Eligible Receivable;

(x) no selection procedures believed by the Seller to be materially adverse to the interests of BFF or its transferees have been used in selecting such Accounts; and

(xi) the Seller received adequate consideration for each Receivable conveyed to BFF.

(b) Notice of Breach. The representations and warranties set forth in this Section 4.02 shall survive the sale of the Purchased Assets to BFF. Upon discovery by either the Seller or BFF of a breach of any of the representations and warranties set forth in this Section 4.02, the party discovering such breach shall give prompt written notice to the other party, the Servicer, the Owner Trustee and the Indenture Trustee following such discovery. The Seller hereby acknowledges that BFF intends to rely on the representations hereunder in connection with representations made by BFF to secured parties, assignees or subsequent transferees, including in connection with transfers made by BFF to the Trust pursuant to the Transfer Agreement and the grant of a security interest by the Trust to the Indenture Trustee pursuant to the Indenture, and the Seller hereby consents to such reliance.

Section 4.03 Representations and Warranties of BFF. As of the Execution Date, the Initial Transfer Date and each Addition Date, BFF hereby represents and warrants to, and agrees with, the Seller that:

(a) Organization and Good Standing. BFF is a limited liability company validly existing in good standing under the laws of Delaware, and has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted, and to execute, deliver and perform its obligations under this Agreement.

(b) Due Qualification. BFF is duly qualified to do business and is in good standing and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on this Agreement or the transactions contemplated hereby or on the ability of BFF to perform its obligations under this Agreement.

(c) Due Authorization. The execution and delivery by BFF of this Agreement and any other document or instrument delivered pursuant hereto, including any Supplemental Conveyance, to which BFF is a party, and the consummation by BFF of the transactions provided for in this Agreement and any such Supplemental Conveyance, have been duly authorized by BFF by all necessary company action on the part of BFF.

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(d) No Conflict or Violation. The execution and delivery by BFF of this Agreement, the performance by BFF of the transactions contemplated by this Agreement and the fulfillment by BFF of the terms of this Agreement applicable to BFF, will not conflict with or violate any Requirements of Law applicable to BFF or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which BFF is a party or by which it or any of its properties are bound.

(e) No Proceedings. There are no Proceedings or investigations pending or, to the best knowledge of BFF, threatened, against BFF, before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of BFF, would materially and adversely affect the performance by BFF of its obligations under this Agreement, or (iv) seeking any determination or ruling that, in the reasonable judgment of BFF, would materially and adversely affect the validity or enforceability of this Agreement.

(f) All Consents. All authorizations, consents, orders or approvals of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by BFF in connection with the execution and delivery by BFF of this Agreement and the performance by BFF of the transactions contemplated by this Agreement have been duly obtained, effected or given and are in full force and effect.

The representations and warranties set forth in this Section 4.03 shall survive the sale of the Purchased Assets to BFF. Upon discovery by the Seller or BFF of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other party, the Servicer, the Owner Trustee and the Indenture Trustee following such discovery.

[END OF ARTICLE IV]

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ARTICLE V

COVENANTS

Section 5.01 Covenants of the Seller. The Seller hereby covenants and agrees with BFF as follows:

(a) Receivables Not To Be Evidenced by Instruments. Except in connection with its enforcement or collection of an Account, the Seller will take no action to cause any Receivable sold to BFF hereunder to be evidenced by any instrument or chattel paper (as defined in the UCC), and if any Receivable is so evidenced as a result of any action by the Seller, it shall be deemed to be a Receivable described in Section 6.01(a) and shall be reassigned to Seller in accordance with Section 6.01(b).

(b) Security Interests. Except for the conveyances hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or take any other action inconsistent with BFF’s ownership of, the Purchased Assets, or grant, create, incur, assume or suffer to exist any Lien (other than as permitted by clause (d) of the term “Eligible Receivable”) arising through or under the Seller on any Purchased Asset or any interest therein, and the Seller shall not claim any ownership interest in any Purchased Asset and shall defend the right, title and interest of BFF in, to and under the Purchased Assets against all claims of third parties claiming through or under the Seller.

(c) Account Allocations. If a Transfer Restriction Event occurs, the Seller agrees (except as prohibited by any order of any Governmental Authority or any Requirement of Law) to allocate and pay to BFF, after the date of such Transfer Restriction Event, all Collections with respect to Receivables previously sold to BFF. To the extent that it is not clear to the Seller whether collections relate to a Receivable that was sold to BFF or to a receivable that the Seller is unable to sell to BFF, the Seller agrees that it shall allocate payments on such Accounts in the aggregate with respect to the principal balance of such Accounts first to the oldest principal balances of such Accounts. Notwithstanding any cessation of the sale to BFF of additional Principal Receivables, Principal Receivables sold to BFF prior to the occurrence of the Transfer Restriction Event, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, Collections in respect of such Principal Receivables and such Finance Charge Receivables, Interchange and Merchant Discount Fees allocable to the foregoing shall continue to be property of BFF.

(d) Delivery of Collections. In the event that the Seller in its capacity as Seller receives Collections or any other amounts in respect of the Purchased Assets sold to BFF hereunder, the Seller agrees to pay to BFF (or to the Servicer or the Indenture Trustee if BFF so directs) all such Collections and other amounts promptly after receipt thereof.

(e) Notice of Liens. The Seller shall notify BFF promptly after becoming aware of any Lien arising through or under the Seller on any Purchased Asset other than the conveyances hereunder and except as permitted by clause (d) of the term “Eligible Receivable”.

(f) Interchange and Merchant Discount Fees.

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(i) On or prior to each Determination Date, the Seller shall notify BFF and the Servicer of the amounts of Interchange and Merchant Discount Fees allocable to the Accounts for the related Monthly Period, as determined by the Seller for each Approved Portfolio, if applicable, in accordance with the Seller’s customary practice, applied on a consistent basis; provided that such amounts shall exclude Interchange and Merchant Discount Fees with respect to Receivables reassigned to the Seller pursuant to Section 6.01 or Section 6.02.

(ii) On each Transfer Date, the Seller shall pay to the Servicer, in immediately available funds, the amounts of Interchange and Merchant Discount Fees for the related Monthly Period determined pursuant to clause (i) above, and such amounts shall be treated as Collections of Finance Charge Receivables for the related Monthly Period.

(g) Documentation of Transfer. The Seller shall timely file in all appropriate filing offices the documents which are necessary or advisable to perfect and maintain the perfection and the priority of the sale of the Purchased Assets to BFF.

(h) Periodic Finance Charges. Except (i) as otherwise required by any Requirements of Law or (ii) as is deemed by the Seller to be necessary in order for it to maintain its credit card business or a program operated by such credit card business on a competitive basis based on a good faith assessment by it of the nature of the competition with respect to such credit card business or such program, the Seller shall not at any time reduce the annual percentage rate of the Periodic Finance Charges assessed on the Receivables or take any other action with respect to any of the Accounts if such reduction is not also applied to any comparable segment of credit card accounts owned by the Seller which have characteristics the same as or substantially similar to such Accounts that are subject to such change, except as otherwise restricted by an endorsement, sponsorship or other agreement between the Seller and an unrelated third party or by the terms of the Account Agreements.

(i) Account Agreements and Guidelines. Subject to compliance with all Requirements of Law and Section 5.01(h) above, the Seller may affect or permit a change to the terms and provisions of the Account Agreements or the Account Guidelines in any respect (including the calculation of the amount, or the timing, of charge-offs and other fees to be assessed thereon). Notwithstanding the above, unless required by Requirements of Law or as permitted by Section 5.01(h) above, the Seller will not take any action with respect to any Account Agreement or such Account Guidelines, which at the time of such action, the Seller reasonably believes will have a material adverse effect on BFF.

(j) Name and Type and Jurisdiction of Organization. The Seller shall not change its name, its type or jurisdiction of organization or its organization identification number without previously having delivered to BFF an opinion of counsel to the effect that all actions have been taken, and all filings have been made, as are necessary to continue and maintain the perfected security interest of BFF in the Purchased Assets.

(k) Annual Opinion. On or before March 31st of each calendar year, commencing March 31, 2027, the Seller shall deliver to BFF, with a copy to the Indenture Trustee, an opinion of counsel to the effect that (i) no further action with respect to the recording or filing of any financing statements, any amendments to financing statements, or any other documents or filings

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is then necessary to perfect the security interest of BFF in the Purchased Assets, and (ii) no further action with respect to the recording or filing of any financing statements, any amendments to financing statements, or any other documents or filings will be necessary prior to March 31st of the next calendar year to perfect the security interest of BFF in the Purchased Assets or stating what such filings will be necessary prior to such March 31st.

(l) Books and Records. The Seller will maintain this Agreement and each Supplemental Conveyance, continuously, from the time of execution, in the official record of the Seller. The Seller will maintain the RPA Account Schedule, continuously from the Initial Transfer Date, in the official record of the Seller. The Seller shall maintain proper and complete books and records relating to the Purchased Assets and, upon reasonable prior notice and during normal business hours, shall permit BFF, the Servicer, the Trust and the Indenture Trustee, and their respective representatives, to examine such books and records and to discuss matters relating thereto with appropriate officers or employees of the Seller; provided, that nothing in this Section 5.01(l) shall require the disclosure of confidential supervisory information, attorney-client privileged information or information the disclosure of which is prohibited by applicable law.

(m) Regulation AB Undertakings. The Seller shall, to the extent applicable to it in any securitization subject to Regulation AB, provide in a timely manner such information regarding the Seller as is reasonably requested by BFF or the Trust to comply with Items 1100–1125 of Regulation AB for such securitization.

Section 5.02 Compliance with the FDIC Rule.

(a) Purpose. Each of BFF and the Seller acknowledges and agrees that the purpose of this Section 5.02 and Schedule 1 is to cause the securitizations contemplated by the Transaction Documents to comply with the FDIC Rule and the FDIC Rule Interpretations to the extent applicable.

(b) Incorporation of Schedule 1. Schedule 1 (Requirements of FDIC Rule) is expressly incorporated into this Agreement. BFF and the Seller agree to perform their respective obligations set forth in Schedule 1 to the extent applicable to each of them.

(c) Amendments. If the FDIC Rule or the FDIC Rule Interpretations are amended or the FDIC or its staff provides interpretive guidance and, as a result, BFF reasonably determines that an amendment to this Agreement or Schedule 1 is necessary or advisable, then BFF and the Seller shall cooperate in good faith to make such amendment as permitted by Section 9.01. No such amendment shall be made unless the Seller has delivered to the Indenture Trustee an Officer’s Certificate to the effect that (i) such amendment will not, in the Seller’s reasonable belief, result in an Early Amortization Event, or (ii) such amendment is required to remain in compliance with the FDIC Rule or any change in law or regulation applicable to the Seller, BFF or the transactions governed by the Transaction Documents.

(d) Notices of Repudiation. In the event that the Seller becomes the subject of an insolvency proceeding and the FDIC as receiver or conservator provides a written notice of

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repudiation contemplated by the FDIC Rule to BFF or the Seller, the receiving party shall promptly deliver such notice to the other party, with a copy to the Indenture Trustee.

[END OF ARTICLE V]

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ARTICLE VI

REPURCHASE OBLIGATION

Section 6.01 Reassignment of Ineligible Receivables.

(a) In the event any representation or warranty under Section 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach BFF is required under Section 2.6 of the Transfer Agreement to accept reassignment of such Receivables previously sold by the Seller to BFF pursuant to this Agreement, the Seller shall accept reassignment of such Receivables on the terms and conditions set forth in Section 6.01(b).

(b) The Seller shall accept reassignment of any Receivables described in Section 6.01(a) from BFF on the date on which such Receivables are reassigned to BFF pursuant to Section 2.6 of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to BFF in immediately available funds an amount equal to the unpaid principal balance of such Receivables. Upon reassignment of such Receivables, BFF shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of BFF in, to and under such Receivables, all Collections, Insurance Proceeds, Interchange, Merchant Discount Fees and Recoveries on or allocable to such Receivables, all monies due or to become due with respect to the foregoing, all amounts received with respect to all of the foregoing, and all proceeds thereof, and the Seller shall, in accordance with Section 2.01(e), amend and update the RPA Account Schedule accordingly to reflect that such account is a Removed Account. BFF shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables and other property pursuant to this Section 6.01.

Section 6.02 Reassignment of Other Receivables.

(a) In the event any representation or warranty set forth in Section 4.01(a)(i) or (iii) or Section 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach BFF is required under Section 2.7 of the Transfer Agreement to accept a reassignment of all of the Receivables previously sold by the Seller to BFF pursuant to this Agreement, the Seller shall accept a reassignment of such Receivables on the terms and conditions set forth in Section 6.02(b).

(b) The Seller shall accept reassignment of any Receivables described in Section 6.02(a) from BFF on the date on which such Receivables are reassigned to BFF, and shall pay for such reassigned Receivables by paying to BFF in immediately available funds an amount equal to the unpaid principal balance of such Receivables. Upon reassignment of such Receivables, BFF shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of BFF in, to and under such Receivables, all Collections, Insurance Proceeds, Interchange, Merchant Discount Fees and Recoveries on or allocable to such Receivables, all monies due or to become due with respect to the foregoing, all amounts received with respect to all of the foregoing, and all proceeds thereof, and the Seller shall, in accordance with Section 2.01(e), amend and update

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the RPA Account Schedule accordingly to reflect that such account is a Removed Account. BFF shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables and other property pursuant to this Section 6.02(b).

Section 6.03 Reassignment of Terminated Program Agreement Receivables.

(a) If an affinity agreement, private label agreement, merchant agreement, co-brand agreement or other program (each, a “Brand Partner Program”) that is co-owned, operated or promoted by the Seller for the benefit of a third party (each, a “Brand Partner”) terminates in accordance with its terms, or Accounts must be removed due to other circumstances caused by requirements of a Brand Partner Program in which the right to require such Accounts to be removed is determined by a Brand Partner or its designee (other than the Seller, BFF or any affiliate or agent of the Seller or BFF), then the Seller shall repurchase from BFF all Receivables in the related Accounts. The Seller shall resell such repurchased Receivables to the Brand Partner or its designee (other than the Seller, BFF or any affiliate or agent of the Seller or BFF) within thirty (30) days of the repurchase from BFF. The price at which the Seller repurchases such Receivables shall be equal to the price at which the Seller resells such Receivables to the Brand Partner or its designee, so that the Seller does not realize a gain or a loss as the result of such repurchase and resale.

(b) The Seller shall pay the repurchase price for Receivables repurchased pursuant to Section 6.03(a) by paying the equivalent of such amount to BFF in immediately available funds. Upon receipt of such amount by BFF or its transferee, BFF shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of BFF in, to and under such Receivables, all Collections, Insurance Proceeds, Interchange, Merchant Discount Fees and Recoveries on or allocable to such Receivables, all monies due or to become due with respect to the foregoing, all amounts received with respect to all of the foregoing, and all proceeds thereof, and the Seller shall, in accordance with Section 2.01(e), amend and update the RPA Account Schedule accordingly to reflect that such account is a Removed Account. BFF shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables and other property pursuant to this Section 6.03.

[END OF ARTICLE VI]

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ARTICLE VII

CONDITIONS PRECEDENT

Section 7.01 Conditions to BFF’s Obligations Regarding Initial Receivables. The obligations of BFF to purchase the Receivables in the Initial Accounts on the Initial Transfer Date shall be subject to the satisfaction of the following conditions:

(a) all representations and warranties of the Seller contained in this Agreement shall be true and correct on the Initial Transfer Date with the same effect as though such representations and warranties had been made on such date (except that, to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty was true and correct on such earlier date);

(b) all information concerning the Initial Accounts provided to BFF shall be true and correct as of the Initial Transfer Date in all material respects;

(c) the Seller shall, promptly, but no later than, the seventh (7th) Business Day following the Initial Transfer Date, deliver to BFF a true and correct RPA Account Schedule with respect to the Initial Accounts;

(d) the Seller shall have performed all other obligations required to be performed by the Seller on or before the Initial Transfer Date by the provisions of this Agreement;

(e) the Seller shall, as soon as practicable on or after the Initial Transfer Date, file, at its expense, all financing statements with respect to the Purchased Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect the sale of the Purchased Assets from the Seller to BFF, and shall deliver file-stamped copies of each such financing statement or other evidence of such filings to BFF; and

(f) all corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to BFF, and BFF shall have received from the Seller copies of all documents (including records of corporate proceedings) relevant to the transactions herein contemplated as BFF may reasonably have requested.

Section 7.02 Conditions Precedent to the Seller’s Obligations. The obligations of the Seller to sell the Receivables in the Initial Accounts on the Initial Transfer Date shall be subject to the satisfaction of the following conditions:

(a) all representations and warranties of BFF contained in this Agreement shall be true and correct on the Initial Transfer Date with the same effect as though such representations and warranties had been made on such date (except that, to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty was true and correct on such earlier date);

(b) payment or provision for payment of the Purchase Price in accordance with ARTICLE III hereof shall have been made; and

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(c) all company and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Seller, and the Seller shall have received from BFF copies of all documents (including records of company proceedings) relevant to the transactions herein contemplated as the Seller may reasonably have requested.

[END OF ARTICLE VII]

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ARTICLE VIII

TERM AND PURCHASE TERMINATION

Section 8.01 Term. This Agreement shall commence as of the date of execution and delivery hereof and shall continue until terminated by the mutual agreement of the parties hereto.

Section 8.02 Purchase Termination. If (a) the Seller shall file a petition or commence a Proceeding (i) to take advantage of any Debtor Relief Law or (ii) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to the Seller or all or substantially all of its property, (b) the Seller shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (c) the Seller shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (d) the Seller shall make an assignment for the benefit of its creditors, or (e) the Seller shall voluntarily suspend payment of its obligations (any such act or occurrence in clauses (a) through (e), an “Insolvency Event”); then the Seller shall, on the day any such Insolvency Event occurs, immediately cease to sell Principal Receivables to BFF and shall promptly give notice to BFF, the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Event. Notwithstanding any cessation of the sale to BFF of additional Principal Receivables, Principal Receivables sold to BFF prior to the occurrence of such Insolvency Event, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, Collections in respect of such Principal Receivables and such Finance Charge Receivables, and Interchange and Merchant Discount Fees allocable to the foregoing shall continue to be property of BFF. To the extent that it is not clear to the Seller whether collections relate to a Receivable that was sold to BFF or to a receivable that the Seller has not sold to BFF, the Seller agrees that it shall allocate payments on such Accounts in the aggregate with respect to the principal balance of such Accounts first to the oldest principal balances of such Accounts or Removed Accounts.

[END OF ARTICLE VIII]

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ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01 Amendment. This Agreement may not be changed orally, but only by an instrument in writing signed by BFF and the Seller upon, unless otherwise specified in this Section 9.01, (i) for so long as any Outstanding Series exists, satisfaction of the Rating Agency Condition, and (ii) delivery to the Indenture Trustee of an Officer’s Certificate of the Seller, dated the date of such amendment, stating that the Seller reasonably believes that such amendment will not result in an Early Amortization Event.

Notwithstanding any other provision of this Section 9.01, this Agreement may be amended from time to time by an instrument signed by BFF and the Seller to modify, eliminate or add to the provisions of this Agreement to facilitate compliance with the FDIC Rule or to modify, eliminate or add to the provisions of this Agreement as a result of changes in laws or regulations applicable to the Seller, BFF or the transactions described in this Agreement, upon delivery by the Seller to the Indenture Trustee of an Officer’s Certificate of the Seller, dated the date of any such amendment, to the effect that (x) the Seller reasonably believes that such amendment will not result in an Early Amortization Event or (y) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the Seller, BFF or the transactions governed by this Agreement.

In addition, notwithstanding any other provision of this Section 9.01, this Agreement may be amended from time to time by an instrument signed by BFF and the Seller to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in this Agreement upon delivery by the Seller to the Indenture Trustee of an Officer’s Certificate of the Seller, dated the date of any such amendment, to the effect that the Seller reasonably believes that such amendment will not result in an Early Amortization Event.

Any conveyance (including any Supplemental Conveyance) or reassignment executed in accordance with the provisions hereof shall not be considered to be an amendment to this Agreement.

Section 9.02 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement will be construed in accordance with and governed by the laws of the State of New York, including Section 5-1401 of the General Obligations Law, 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.

(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 BFF from bringing suit or taking other legal action in any other jurisdiction

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to realize on the Receivables or any security for the obligations of the Seller arising hereunder or to enforce a judgment or other court order in favor of BFF. 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 as determined in accordance with Section 9.03, and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mail, proper postage prepaid. Nothing in this Section 9.02 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

(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 and of arbitration, the parties hereto waive all rights 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, or in connection with, related to, or incidental to the relationship established among them in connection with this Agreement or the transactions contemplated hereby.

Section 9.03 Notices. All demands, notices, instructions, directions and communications under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by certified mail, return receipt requested to, or sent by electronic mail (if applicable) to:

(a) in the case of the Seller:

Comenity Capital Bank

12921 South Vista Station Blvd., Suite 100

Draper, UT 84020

Attn: Treasurer

Phone Number: (484) 840-7754

E-mail: treasury-structuredfinance@breadfinancial.com;

With a copy to:

Comenity Capital Bank

c/o Bread Financial Payments, Inc.

3095 Loyalty Circle

Columbus, OH 43219

Attn: Legal Department

E-mail: legal-structuredfinance@breadfinancial.com;

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(b) in the case of BFF:

Bread Financial Funding, LLC

3095 Loyalty Circle

Columbus, OH 43219

Attn: Treasurer

Phone Number: (484) 840-7754

E-mail: treasury-structuredfinance@breadfinancial.com;

With a copy to:

Bread Financial Funding, LLC

c/o Bread Financial Payments, Inc.

3095 Loyalty Circle

Columbus, OH 43219

Attn: Legal Department

E-mail: legal-structuredfinance@breadfinancial.com;

(c) in the case of the Indenture Trustee:

U.S. Bank Trust Company, National Association

190 South LaSalle Street, 7th Floor

Chicago, IL 60603

Attn: Bread Financial Card Issuance Trust

Phone Number: (732) 321-2515

E-mail: mark.esposito@usbank.com; and

(d) in the case of the Owner Trustee:

BNY Mellon Trust of Delaware

103 Bellevue Parkway, 3rd Floor

Wilmington, DE 19809

Attn: Corporate Trust Administration - Bread Financial Card Issuance Trust

Phone Number: (312) 827-1375

E-mail: Mitchell.Brumwell@BNY.com

or, as to each party, at such other address as shall be designated by such party in a written notice to each other party in accordance with this Section 9.03.

Section 9.04 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, and terms of this Agreement and shall in no way affect the validity or enforceability of such remaining covenants, agreements, provisions and terms of this Agreement.

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Section 9.05 Assignment. Notwithstanding anything to the contrary contained herein, other than BFF’s assignment of its right, title, and interest in, to and under this Agreement to the Trust as contemplated by Section 9.06 hereof, this Agreement may not be assigned by the parties hereto; provided, however, that the Seller shall have the right to assign its right, title and interest in, to and under this Agreement to (a) any successor by merger assuming this Agreement or (b) to any other entity; provided, further, that in the case of an assignment pursuant to clauses (a) and (b), the Seller has given ten (10) days prior notice to BFF, the Trust, the Owner Trustee, the Indenture Trustee and each Rating Agency.

Section 9.06 Acknowledgment and Agreement of the Seller. The Seller expressly acknowledges and agrees that all of BFF’s right, title, and interest in, to, and under this Agreement, including all of BFF’s right, title, and interest in, to and under the Purchased Assets, may be assigned by BFF to the Trust and by the Trust to the Indenture Trustee, and the Seller consents to such assignments. The Seller further agrees that notwithstanding any claim, counterclaim, right of setoff or defense which it may have against BFF, due to a breach by BFF of this Agreement or for any other reason, and notwithstanding the bankruptcy of BFF or any other event whatsoever, the Seller’s sole remedy shall be a claim against BFF for money damages, and then only to the extent of funds available to BFF, and in no event shall the Seller assert any claim on or any interest in the Purchased Assets or take any action which would reduce or delay receipt by BFF, the Trust, or the Indenture Trustee of Collections with respect to the Purchased Assets. Additionally, the Seller agrees that any amounts payable by the Seller to BFF hereunder which are to be paid by BFF to the Trust, the Indenture Trustee or the Servicer shall, upon receipt by the Seller of written instructions specifying the applicable payee and account, be paid by the Seller directly to the Trust, the Indenture Trustee or the Servicer, as applicable, as assignee (or the agent of an assignee) of BFF.

Section 9.07 Further Assurances. BFF and the Seller agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other party, the Servicer, the Trust or the Indenture Trustee more fully to effect the purposes of this Agreement, including, without limitation, (a) the authorization, execution, or filing of any financing statements or amendments thereto or equivalent documents relating to the Purchased Assets for filing under the provisions of the UCC or other law of any applicable jurisdiction and (b) any actions or instruments to facilitate compliance with the FDIC Rule.

Section 9.08 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of BFF or the Seller, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 9.09 Counterparts; Electronic Signatures. This Agreement may be executed in two (2) or more counterparts (and by different parties on separate counterparts), each of which shall be deemed an original, and all of which when taken together shall constitute one and the same instrument. Delivery of a signature page to, or an executed counterpart of, this Agreement and any other documents to be delivered in connection with the transactions contemplated hereby by email transmission of a scanned image, or other electronic means, shall be effective as delivery of

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an originally executed counterpart. The parties hereto agree that “execution,” “signed,” “signature,” and words of like import in this document and any such other documents shall be deemed to include electronic signatures, authentication, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, enforceability or admissibility as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), or the UCC, and the parties hereto hereby waive any objection to the contrary.

Section 9.10 Binding; Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The Trust, the Owner Trustee and the Indenture Trustee are express third-party beneficiaries of this Agreement.

Section 9.11 Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

Section 9.12 Headings. The headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 9.13 Schedules and Exhibits. The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes.

Section 9.14 Survival of Representations and Warranties. All representations, warranties and agreements contained in this Agreement or contained in any Supplemental Conveyance shall remain operative and in full force and effect and shall survive conveyance of the Purchased Assets by the Seller to BFF, by BFF to the Trust pursuant to the Transfer Agreement, and by the Trust to the Indenture Trustee pursuant to the Indenture.

Section 9.15 Non-petition Covenant. To the fullest extent permitted by applicable law, the Seller, by entering into this Agreement, agrees that it will not at any time, acquiesce, petition or otherwise invoke or cause BFF or the Trust to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against BFF or the Trust under any Debtor Relief Law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official for BFF or the Trust or any substantial part of its property or ordering the winding-up or liquidation of the affairs of BFF or the Trust.

[END OF ARTICLE IX]

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IN WITNESS WHEREOF, the Seller and BFF have caused this Agreement to be duly executed by their respective officers as of the date first above written.

COMENITY CAPITAL BANK
By:	/s/ Tom McGuire
	Name: Tom McGuire
	Title: Chief Financial Officer
BREAD FINANCIAL FUNDING, LLC
By:	/s/ Wai Chung
	Name: Wai Chung
	Title: Treasurer

[SIGNATURE PAGE TO RECEIVABLES PURCHASE AGREEMENT]

EXHIBIT A

FORM OF SUPPLEMENTAL CONVEYANCE

(As required by Section 2.02 of the Receivables Purchase Agreement)

SUPPLEMENTAL CONVEYANCE No. [___], dated as of [__________] (this “Supplemental Conveyance”), by and between COMENITY CAPITAL BANK, a Utah industrial bank (together with its permitted successors and assigns, the “Seller”), and BREAD FINANCIAL FUNDING, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “BFF”), pursuant to the Receivables Purchase Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Seller and BFF are parties to a Receivables Purchase Agreement, dated as of June 11, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”);

WHEREAS, pursuant to the Receivables Purchase Agreement, the Seller wishes to designate [Initial Accounts][Additional Accounts] to be included as Accounts and the Seller wishes to convey its right, title and interest in, to and under the Receivables of such [Initial Accounts][Additional Accounts], whether existing at the [Initial Transfer Date][Addition Date] or thereafter created, to BFF pursuant to the Receivables Purchase Agreement; and

WHEREAS, BFF is willing to accept such designation and purchase such property subject to the terms and conditions hereof.

NOW, THEREFORE, the Seller and BFF hereby agree as follows:

1. Defined Terms. All capitalized terms used herein shall have the meanings ascribed to them in the Receivables Purchase Agreement unless otherwise defined herein.

“[Initial Cut-Off Date][Addition Cut-Off Date]” shall mean, with respect to the [Initial Accounts][Additional Accounts], the close of business on [___________, ____].

“[Initial Transfer Date][Addition Date]” shall mean [__________].

“[Initial Accounts][Additional Accounts]” shall mean the [Initial Accounts][Additional Accounts], as defined in the Receivables Purchase Agreement, that are designated hereby and listed on the account schedule attached hereto[, which shall constitute the initial RPA Account Schedule][, which shall supplement and amend the RPA Account Schedule].

“[Initial Purchased Assets][Additional Purchased Assets]” shall have the meaning set forth in Section 3.

2. Designation of [Initial Accounts][Additional Accounts]. The Seller hereby designates the [Initial][Additional] Accounts listed on the account schedule attached hereto as [Initial][Additional] Accounts under the Receivables Purchase Agreement. [The attached account

A-1

schedule shall constitute the RPA Account Schedule for purposes of the Receivables Purchase Agreement.][The attached account schedule shall supplement and amend the RPA Account Schedule.] The Seller shall deliver supplements to the RPA Account Schedule in accordance with Section 2.01(e) of the Receivables Purchase Agreement.

3. Conveyance of Receivables.

The Seller does hereby sell, transfer, assign, set over and otherwise convey to BFF, without recourse except as provided in the Receivables Purchase Agreement, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Receivables existing at the opening of business on [the Initial Transfer Date][the applicable Addition Date], in the case of Receivables arising in the [Initial][Additional] Accounts (including Related Accounts and Transferred Accounts with respect to such [Initial][Additional] Accounts) and thereafter created and arising from time to time in the [Initial][Additional] Accounts (unless such [Initial][Additional] Account has become a Removed Account), (ii) all Collections, Insurance Proceeds, Interchange, Merchant Discount Fees and Recoveries on or allocable to such Receivables, (iii) all monies due or to become due with respect to the foregoing, (iv) all amounts received with respect to all of the foregoing, and (v) all proceeds thereof (collectively, the “[Initial][Additional] Purchased Assets”). Each [Initial][Additional] Account will continue to be owned by the Seller and will not be an [Initial][Additional] Purchased Asset.

If necessary, the Seller agrees to file, at its own expense, all financing statements (and amendments to such financing statements when applicable) with respect to the [Initial][Additional] Purchased Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection and priority of, the sale, transfer, assignment, set-over or other conveyance of its interest in the [Initial][Additional] Purchased Assets to BFF, and to deliver file-stamped copies of such financing statements or amendments or other evidence of such filings to BFF as soon as is practicable on or after the [Initial Transfer Date][Addition Date].

The Seller further agrees, at its own expense, on or prior to the [Initial Transfer Date][Addition Date] to indicate in its books and records (including its computer files) that Receivables created in connection with the [Initial][Additional] Accounts and the [Initial][Additional] Purchased Assets have been sold to BFF. The Seller agrees that it shall indicate the sale of the Receivables in its computer files by including in the portfolio identifier field a three-digit number within the range of “600” to “699” that identifies each Account as subject to this Agreement and the Transfer Agreement (each, a “Securitization Code”). The Seller further agrees not to alter the Securitization Code referenced in this paragraph except in accordance with Section 2.01(d) of the Receivables Purchase Agreement.

The parties to this Supplemental Conveyance intend that the conveyance of the Seller’s right, title and interest in, to and under the [Initial][Additional] Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from the Seller to BFF. It is the intention of the parties to this Supplemental Conveyance that the arrangements with respect to the [Initial][Additional] Purchased Assets shall constitute a purchase and sale of the [Initial][Additional] Purchased Assets and not a loan. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a

A-2

loan and not a purchase and sale, it is the intention of the parties to this Supplemental Conveyance that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted, and the Seller does hereby grant, to BFF a first priority perfected security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the [Initial][Additional] Purchased Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit and letter-of-credit rights consisting of, arising from or related to the [Initial][Additional] Purchased Assets, and all proceeds thereof, to secure the Seller’s obligations hereunder.

4. Acceptance by BFF. BFF hereby acknowledges its acceptance and purchase of all right, title and interest in, to and under the [Initial][Additional] Purchased Assets conveyed to BFF pursuant to Section 3 of this Supplemental Conveyance.

5. Representations and Warranties of the Seller. The Seller hereby acknowledges that it makes as of the [Initial Transfer Date][Addition Date] the representations and warranties in Section 4.01 and Section 4.02 of the Receivables Purchase Agreement with respect to the [Initial][Additional] Accounts.

6. Ratification of the Receivables Purchase Agreement. The Receivables Purchase Agreement is hereby ratified, and all references to the “Receivables Purchase Agreement,” to “this Agreement” and “herein” shall be deemed from and after the [Initial Transfer Date][Addition Date] to be a reference to the Receivables Purchase Agreement as supplemented by this Supplemental Conveyance. Except as expressly amended hereby, all the representations, warranties, terms, covenants and conditions of the Receivables Purchase Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and, except as expressly provided herein, shall not constitute or be deemed to constitute a waiver of compliance with or consent to non-compliance with any term or provision of the Receivables Purchase Agreement.

7. Counterparts. This Supplemental Conveyance 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 Supplemental Conveyance will be construed in accordance with and governed by the laws of the State of New York, including Section 5-1401 of the General Obligations Law, 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.

[Remainder of Page Intentionally Left Blank]

A-3

IN WITNESS WHEREOF, the Seller and BFF have caused this Supplemental Conveyance to be duly executed and delivered by their respective duly authorized officers on the date first above written.

COMENITY CAPITAL BANK
By:
	Name:
	Title:
BREAD FINANCIAL FUNDING, LLC
By:
	Name:
	Title:

[SIGNATURE PAGE TO SUPPLEMENTAL CONVEYANCE]

[RPA Account Schedule][Supplement to RPA Account Schedule]

to

Supplemental

Conveyance

[INITIAL][ADDITIONAL] ACCOUNTS

A-5

EXHIBIT B

FORM OF REASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS

(As required by Section 2.03 of the Receivables Purchase Agreement)

Reassignment No. [___] of Receivables in Removed Accounts, dated as of [__________] (this “Reassignment”), by and between COMENITY CAPITAL BANK, a Utah industrial bank (together with its permitted successors and assigns, the “Seller”), and BREAD FINANCIAL FUNDING, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “BFF”), pursuant to the Receivables Purchase Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Seller and BFF are parties to a Receivables Purchase Agreement, dated as of June 11, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”);

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

WHEREAS, BFF is willing to accept such designation and to reconvey the Reassigned Assets in the Removed Accounts subject to the terms and conditions hereof.

NOW, THEREFORE, the Seller and BFF hereby agree as follows:

1. Defined Terms. All capitalized terms used herein shall have the meanings ascribed to them in the Receivables Purchase Agreement unless otherwise defined herein.

“Reassigned Assets” has the meaning set forth in Section 3(a).

“Removal Date” shall mean, with respect to the Removed Accounts, [___________, ____].

“Removed Accounts” shall mean the Removed Accounts, as defined in the Receivables Purchase Agreement, that are designated hereby and listed on the supplement to the RPA Account Schedule attached hereto.

2. Designation of Removed Accounts. On or prior to the seventh (7th) Business Day following the Removal Date, the Seller shall deliver or cause to BFF a supplement to the RPA Account Schedule, specifying for each such Removed Account as of the Removal Date, its account number and the aggregate amount of Receivables in such Removed Account. Such supplement to the RPA Account Schedule shall be marked as an account schedule to this Reassignment, is hereby incorporated into and made part of this Reassignment, and shall supplement the RPA Account Schedule delivered pursuant to the Receivables Purchase Agreement.

B-1

3. Conveyance of Receivables. (a) In consideration of the Seller’s payment for the Reassigned Assets, BFF does hereby sell, transfer, assign, set over and otherwise convey to the Seller, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of BFF in, to and under the Receivables arising in the Removed Accounts, all Recoveries related thereto, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof (collectively, the “Reassigned Assets”).

(b) In connection with such reassignment, BFF agrees to execute and deliver to the Seller, on or prior to the date this Reassignment is delivered, applicable termination statements prepared by the Seller with respect to the Reassigned Assets evidencing release by BFF of its security interest in the Receivables in the Removed Accounts, and meeting the requirements of applicable state law, in such manner and such jurisdictions as necessary to terminate such interest.

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

(a) Legal, Valid and Binding Obligation. This Reassignment constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller, in accordance with its terms, except as such enforceability may be limited by 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); and

(b) List of Removed Accounts. The list of Removed Accounts delivered pursuant to Section 2.03(a)(iii) of the Receivables Purchase Agreement, as of the Removal Date, is true and complete in all material respects.

5. Ratification of the Receivables Purchase Agreement. The Receivables Purchase Agreement is hereby ratified, and all references to the “Receivables Purchase Agreement,” to “this Agreement” and “herein” shall be deemed from and after the Removal Date to be a reference to the Receivables Purchase Agreement as supplemented and amended by this Reassignment. Except as expressly amended hereby, all the representations, warranties, terms, covenants and conditions of the Receivables Purchase Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and, except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or a consent to noncompliance with any term or provision of the Receivables Purchase Agreement.

6. Counterparts. This Reassignment may be executed in any number of counterparts (and by different parties on separate counterparts), all of which taken together shall constitute one and the same instrument.

7. Governing Law. This Reassignment will be construed in accordance with and governed by the laws of the State of New York, including Section 5-1401 of the General Obligations Law, 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.

[Remainder of Page Intentionally Left Blank]

B-2

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

COMENITY CAPITAL BANK
By:
	Name:
	Title:
BREAD FINANCIAL FUNDING, LLC
By:
	Name:
	Title:

B-3

Supplement to RPA Account Schedule

to

Reassignment

REMOVED ACCOUNTS

B-4

SCHEDULE 1

REQUIREMENTS OF FDIC RULE

As required by the FDIC Rule:

(a) Definitions. As used in this Schedule: (i) “sponsor” means Comenity Capital Bank (or any successor insured depository institution designated as sponsor for purposes of the FDIC Rule); (ii) “Issuer” means, collectively, BFF, the Trust and each other transferee of the Purchased Assets that is an “issuer” as defined in the FDIC Rule; (iii) “servicer” means the Servicer and each other “servicer” of the financial assets within the meaning of the FDIC Rule; (iv) “obligations” or “securitization obligations” mean the Notes; and (v) “financial assets” and “securitized financial assets” mean the Purchased Assets.

(b) Payment of principal and interest on the securitization obligations must be primarily based on the performance of financial assets that are transferred to the Issuer and, except for interest rate or currency mismatches between the financial assets and the obligations, shall not be contingent on market or credit events that are independent of such financial assets.

(c) Offering Document Disclosures. (i) The Issuer shall ensure that, prior to the sale of the obligations, the offering documents provide, to the extent applicable and in accordance with the FDIC Rule, disclosure regarding the credit quality and performance of the financial assets, including the information required by the FDIC Rule and any applicable FDIC staff interpretations. In the case of an issuance of obligations that is subject to 17 CFR part 229, subpart 229.1100 (Regulation AB of the Securities and Exchange Commission (Regulation AB)), the documents shall require that, 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. The documents shall require that 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. Information that is unknown or not available to the sponsor or the Trust after reasonable investigation may be omitted if the Issuer 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.

Sch-1

(iii) While obligations are outstanding, the Issuer 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.

(iv) The nature and amount of compensation paid to the originator, sponsor, rating agency or third-party advisor, any 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. The 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.

(d) Other FDIC Rule Requirements. The Issuer shall (to the extent applicable to the Issuer) comply in all material respects with the FDIC Rule Requirements with respect to, among other matters, documentation and disclosure of representations and warranties and related repurchase obligations, investor reporting, servicing standards, and the treatment of modifications, substitutions and removals.

Sch-2

EX-4.2

Exhibit 4.2

Execution Version

BREAD FINANCIAL FUNDING, LLC,

Transferor

BREAD FINANCIAL CARD ISSUANCE TRUST,

Issuer

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

Indenture Trustee

TRANSFER AGREEMENT

Dated as of June 11, 2026

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION			1
Section 1.01.	Definitions		1
Section 1.02.	Other Definitional Provisions		16
ARTICLE II TRUST ASSETS			18
Section 2.01.	Conveyance of Trust Assets		18
Section 2.02.	Acceptance by Issuer		20
Section 2.03.	Representations and Warranties of the Transferor Relating to the Transferor		20
Section 2.04.	Representations and Warranties of the Transferor		22
Section 2.05.	Notice of Breach		24
Section 2.06.	Transfer of Ineligible Receivables		24
Section 2.07.	Reassignment of Trust Assets		26
Section 2.08.	Covenants of the Transferor		27
Section 2.09.	Covenants of the Transferor With Respect to the Receivables Purchase Agreement		30
Section 2.10.	Reinvestment in Trust Assets		31
Section 2.11.	Addition of Trust Assets		31
Section 2.12.	Removal of Accounts		34
Section 2.13.	Account Allocations		37
Section 2.14.	Reclassification of Principal Receivables		37
Section 2.15.	Credit Risk Retention		38
Section 2.16.	Additional Transferors		38
Section 2.17.	Additional Account Originators		39
ARTICLE III OTHER MATTERS RELATING TO THE TRANSFEROR			40
Section 3.01.	Liability of the Transferor		40
Section 3.02.	Merger or Consolidation or Sale of Assets of the Transferor		40
Section 3.03.	Limitations on Liability of the Transferor		41
Section 3.04.	Assumption of the Transferor’s Obligations		41
Section 3.05.	Tax Treatment		42
Section 3.06.	Indemnity of the Indenture Trustee		43
ARTICLE IV INSOLVENCY EVENTS			44
Section 4.01.	Rights Upon the Occurrence of an Insolvency Event		44
ARTICLE V TERMINATION			45
Section 5.01.	Termination of Agreement		45
ARTICLE VI MISCELLANEOUS PROVISIONS			46
Section 6.01.	Amendment		46
Section 6.02.	Protection of Right, Title and Interest in, to and Under the Trust Assets		47

-i-

TABLE OF CONTENTS

(continued)

		Page
Section 6.03.	Fees Payable by the Transferor		48
Section 6.04.	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial		48
Section 6.05.	Notices; Payments		49
Section 6.06.	Severability of Provisions		50
Section 6.07.	Further Assurances		50
Section 6.08.	No Waiver; Cumulative Remedies		50
Section 6.09.	Counterparts; Electronic Signatures		51
Section 6.10.	Binding; Third-Party Beneficiaries		51
Section 6.11.	Actions by Noteholders		51
Section 6.12.	Rule 144A Information		51
Section 6.13.	Merger and Integration		51
Section 6.14.	Headings		52
Section 6.15.	Limitation on Liability of the Owner Trustee		52
Section 6.16.	Non-petition Covenant		52
Section 6.17.	Force Majeure		52
ARTICLE VII COMPLIANCE WITH REGULATION AB			54
Section 7.01.	Intent of the Parties; Reasonableness		54
Section 7.02.	Additional Representations and Warranties of the Indenture Trustee		54
Section 7.03.	Information to Be Provided by the Indenture Trustee		54
Section 7.04.	Report on Assessment of Compliance and Attestation		56
Section 7.05.	Harmonization with Indenture		56
Section 7.06.	Compliance With the FDIC Rule		56

EXHIBITS

Exhibit A-1	Form of Assignment of Receivables in Additional Accounts Included in Bread Financial Card Issuance Trust
Exhibit A-2	Form of Designation of Approved Portfolios Included in Bread Financial Card Issuance Trust
Exhibit B	Form of Reassignment of Receivables in Removed Accounts From Bread Financial Card Issuance Trust
Exhibit C-1	Form of Opinion of Counsel With Respect to Amendments
Exhibit C-2	Form of Opinion of Counsel With Respect to Additional Accounts
Exhibit C-3	Form of Annual Opinion of Counsel
Exhibit D	Form of Annual Certification
Exhibit E	Servicing Criteria to be Addressed in Assessment of Compliance
Schedule I	Requirements of FDIC Rule

-ii-

TRANSFER AGREEMENT, dated as of June 11, 2026 (this “Agreement”), by and among BREAD FINANCIAL FUNDING, LLC, a Delaware limited liability company, as transferor (the “Transferor”), BREAD FINANCIAL CARD ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware, as issuer (the “Issuer” or the “Trust”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, in its capacity as indenture trustee (the “Indenture Trustee”).

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 to this Agreement hereby agree that this Agreement, together with the Transaction Documents (each capitalized term as hereinafter defined), will define the contractual rights and responsibilities of the Transferor, the Issuer and the Indenture Trustee, including, but not limited to, representations and warranties, ongoing disclosure requirements and measures to avoid conflicts of interest, and hereby further agree as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF

GENERAL APPLICATION

Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings.

“Account” means (a) each Initial Account (but only from and after the Initial Transfer Date), (b) each Additional Account (but only from and after the Addition Date with respect thereto), (c) each Automatic Additional Account (but only from and after the Addition Date with respect thereto), (d) each Related Account, and (e) each Transferred Account. The term “Account” shall exclude (i) any Removed Account and (ii) any Account, all the Receivables of which are reassigned to the Transferor pursuant to Section 2.06 or Section 2.07.

“Account Agreement” means, with respect to an Account, the agreement by and between the Account Originator (including the Bank as an assignee of any Other Originator) and any Person, governing the terms and conditions of such Account, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

“Account Assignment” has the meaning specified in Section 2.11(d)(v).

“Account Control Agreement” means the Securities Account Control Agreement, dated as of June 11, 2026, by and among the Trust, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Account Guidelines” means the established policies and procedures of the Bank (including, if applicable with respect to periods before transfer to the Bank, the applicable Account Originator), (a) relating to the operation of its credit card business, which generally are applicable to its portfolio of similar accounts, including the policies and procedures for determining the creditworthiness of customers and the extension of charge privileges to customers and (b) relating

to the maintenance of accounts and collection of receivables, in each case as such policies and procedures may be amended, restated, supplemented or otherwise modified from time to time.

“Account Originator” means (a) the Bank and its successors and assigns, or (b) any other originator of Accounts that is designated from time to time pursuant to Section 2.11 or by amendment in accordance with Section 6.01 and that, directly or indirectly, enters into a receivables purchase agreement with Transferor.

“Accumulation Period” has the meaning specified in the Indenture.

“Acquired Portfolio Receivable” means any receivable acquired by the Bank from any Other Originator in connection with the Account Originator’s acquisition of a portfolio of credit card accounts from such Other Originator (prior to the transfer of such receivable to the Transferor pursuant to the Receivables Purchase Agreement).

“Addition Date” means, (a) with respect to Additional Accounts, the date specified as such in the related Account Assignment and (b) with respect to Automatic Additional Accounts, the Automatic Addition Date as determined pursuant to Section 2.11(a).

“Additional Account” means each credit card account (a) established pursuant to an Account Agreement, (b) in any Approved Portfolio, and (c) designated pursuant to Section 2.11(b) or Section 2.11(c) to be included as an Account and is identified on a supplement to the TA Account Schedule delivered to the Issuer and the Indenture Trustee by the Transferor pursuant to Section 2.01(d) and Section 2.11(d).

“Administrator” has the meaning specified in the Servicing Agreement.

“Adverse Effect” has the meaning specified in the Indenture.

“Affiliate” has the meaning specified in the Indenture.

“Aggregate Allocation Amount” means, as of any date of determination, an amount equal to (a) the sum of the Stated Principal Amounts for all Outstanding Series as of such date (or, if the applicable Indenture Supplement uses a different class- or series-level construct in lieu of “Stated Principal Amount,” the corresponding stated principal amount specified in such Indenture Supplement for such Series), plus (b) the sum of the Excess Collateral Amounts for all Outstanding Series as of such date (or, if the applicable Indenture Supplement uses a different class or series-level construct in lieu of “Excess Collateral Amount,” the corresponding excess collateral, enhancement, or overcollateralization amounts included in any Allocation Amount for such Series).

“Agreement” means this Transfer Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Allocation Amount” has, with respect to any Series or Class of Notes, the meaning specified in the applicable Indenture Supplement for such Series or Class.

“Amortization Period” has the meaning specified in the Indenture.

2

“Approved Portfolio” means (a) any credit card accounts included in a Proprietary Portfolio and (b) any credit card accounts included in any additional program portfolio that is designated as an Approved Portfolio pursuant to Section 2.11(e)(i). For the avoidance of doubt, once a program portfolio is designated as an Approved Portfolio, it shall remain an Approved Portfolio notwithstanding a change in the name or rebranding of any Brand Partner associated with the Approved Portfolio.

“Approved Portfolio Designation” has the meaning specified in Section 2.11(e)(i).

“Assigned Assets” has the meaning specified in Section 3.04.

“Assumed Obligations” has the meaning specified in Section 3.04.

“Assuming Entity” has the meaning specified in Section 3.04.

“Assumption Agreement” has the meaning specified in Section 3.04(b).

“Authorized Officer” means:

(a) (i) with respect to the Issuer, (A) any officer of the Beneficiary who is authorized to act for the Beneficiary in matters relating to the Issuer pursuant to the Trust Agreement or (B) any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers, containing the specimen signature of each such Person, delivered by the Owner Trustee to the Indenture Trustee and the Transferor from time to time, and (ii) any officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer and to be acted upon by the Administrator pursuant to the Servicing Agreement and who is identified on the list of Authorized Officers, containing the specimen signatures of each such Person, delivered by the Administrator to the Indenture Trustee and the Transferor from time to time; and

(b) with respect to the Transferor, any officer of the Transferor who is identified on the list of Authorized Officers, containing the specimen signature of each such Person, delivered by the Transferor to the Indenture Trustee and the Owner Trustee (on behalf of the Issuer) from time to time.

“Automatic Additional Account” means each credit card account in any Approved Portfolio that is established pursuant to an Account Agreement coming into existence on or after the Designation Date as specified as such in the related Approved Portfolio Designation and prior to the Automatic Addition Termination Date or an Automatic Addition Suspension Date, or subsequent to a Restart Date. Automatic Additional Accounts are included as Accounts from and after the Automatic Addition Date for each such Automatic Additional Account pursuant to Section 2.11(a) (subject to any limitations specified in any Indenture Supplement) and shall be identified on supplements to the TA Account Schedule delivered to the Issuer and the Indenture Trustee by the Transferor pursuant to Section 2.01(d).

“Automatic Addition Date” has the meaning set forth in Section 2.11(a).

“Automatic Addition Suspension” has the meaning set forth in Section 2.11(a).

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“Automatic Addition Suspension Date” has the meaning set forth in Section 2.11(a).

“Automatic Addition Termination Date” means the date Automatic Addition terminates pursuant to Section 2.11(a).

“Bank” means Comenity Capital Bank, a Utah industrial bank, and any successor (by merger or consolidation) or assign of Comenity Capital Bank.

“Beneficiary” has the meaning specified in the Trust Agreement.

“Brand Partner” has the meaning specified in Section 2.12(d).

“Brand Partner Program” has the meaning specified in Section 2.12(d).

“Business Day” has the meaning specified in the Indenture.

“Cash Advance Fees” means cash advance transaction fees and cash advance late fees, if any, as specified in any Account Agreement applicable to an Account.

“Class” has the meaning specified in the Indenture.

“Collection Account” has the meaning specified in the Indenture.

“Collections” means all payments (including Insurance Proceeds and Recoveries) received in respect of the Receivables in the form of cash, checks, wire transfers, electronic transfers, ATM transfers or any other form of payment in accordance with the related Account Agreement and all other amounts specified by this Agreement, the Servicing Agreement, the Indenture or the applicable Indenture Supplement as constituting Collections. With respect to any Date of Processing, all Recoveries with respect to Defaulted Receivables as of such Date of Processing will be treated as Finance Charge Collections. With respect to any Monthly Period, all Interchange and Merchant Discount Fees received with respect to such Monthly Period will be treated as Finance Charge Collections.

“Commission” has the meaning specified in the Indenture.

“Cut-Off Date” means (a) with respect to each Initial Account, the Initial Cut-Off Date as specified in the related Account Assignment, (b) with respect to each Additional Account, the Addition Cut-Off Date as specified as such in the related Account Assignment, and (c) with respect to each Automatic Additional Account, the applicable Addition Date.

“Cybersecurity Event” means any confirmed or reasonably suspected unauthorized access to, or use, disruption, degradation or destruction of, the information systems or data used to perform obligations under the Transaction Documents, including ransomware, malware, denial of service attacks, supply chain compromises, and material outages at a third party critical service provider (including cloud hosting or payment networks), in each case beyond the reasonable control of the affected party.

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“Date of Processing” means, with respect to any transaction or any activity relating to any account or receipt of Collections, the Business Day on which such transactions or activities or the Collections are first identified in written form under the Servicer’s customary and usual servicing practices (without regard to the effective date of such recordation).

“Debtor Relief Laws” means (a) the United States Bankruptcy Code and (b) all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, readjustment of debt, marshalling of assets, assignment for the benefit of creditors and similar debtor relief laws from time to time in effect in any jurisdiction affecting the rights of creditors generally or the rights of creditors of banks.

“Defaulted Receivables” means, for any Date of Processing, all Principal Receivables which are charged off as uncollectible or as having been created through fraudulent or counterfeit charge, in each case, on the Servicer’s computer file of Accounts on such Date of Processing in accordance with the Account Guidelines and the Servicer’s customary and usual servicing procedures for servicing receivables comparable to the Receivables.

“Designation Date” means, (a) with respect to any Approved Portfolio, the date specified as such in the related Approved Portfolio Designation, and (b) with respect to any Automatic Additional Account, the Designation Date for the Approved Portfolio in which such Automatic Additional Account is included.

“Determination Date” has the meaning specified in the Indenture.

“Discount Option Date” means each date on which a Discount Option Percentage designated by the Transferor pursuant to Section 2.14 takes effect.

“Discount Option Percentage” means the percentage, if any, designated from time to time by the Transferor pursuant to Section 2.14(a).

“Discount Option Receivables” has the meaning specified in Section 2.14(a).

“Discount Option Receivables Collections” means, on any Date of Processing occurring on or after the related Discount Option Date, the product of (a) the Discount Option Percentage and (b) all Collections of Principal Receivables arising in Accounts subject to the Discount Option Percentage pursuant to Section 2.14 that are received on such Date of Processing.

“Distribution Date” has the meaning specified in the Indenture.

“Dollars,” “$” or “U.S. $” means United States dollars.

“Early Amortization Event” has the meaning specified in the Indenture, as supplemented with respect to any Series or Class of Notes by the applicable Indenture Supplement.

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“Eligible Account” means each credit card account in any Approved Portfolio owned by the Account Originator established pursuant to an Account Agreement, which meets the following requirements as of the applicable Cut-Off Date:

(a) is a credit card account in existence and maintained with the Account Originator or any Affiliate of the Account Originator;

(b) is payable in Dollars;

(c) has an Obligor who is not identified by the Servicer in its computer files as being involved in a proceeding under any Debtor Relief Law;

(d) has an Obligor who has provided, as his or her most recent billing address, an address located in the United States or its territories or possessions or a United States military address;

(e) has not been identified as an account with respect to which a related card has been lost or stolen;

(f) has not been sold or in which a security interest has been granted by the Account Originator to any other party, unless any such security interest is released on or before the Initial Transfer Date (with respect to the Initial Accounts) or the Addition Date (with respect to the Additional Accounts and Automatic Additional Accounts);

(g) does not have any receivables that have been sold or pledged by the Account Originator to any Person other than the Transferor, unless any such pledge is released on or before the Initial Transfer Date (with respect to the Initial Accounts) or the Addition Date (with respect to the Additional Accounts and Automatic Additional Accounts); and

(h) does not have any receivables that are Defaulted Receivables or that have been identified by the Servicer as having been incurred as a result of the fraudulent use of a related credit card.

Notwithstanding the above requirements, Eligible Accounts may include accounts, the receivables of which are Defaulted Receivables, or which have been identified by the Servicer in its computer files as cancelled due to a related Obligor’s bankruptcy or insolvency, in each case as of the related Cut-Off Date; provided, that (i) the balance of all receivables included in such accounts is reflected on the books and records of the Account Originator (and is treated for purposes of this Agreement) as “zero” and (ii) borrowing and charging privileges with respect to all such accounts have been cancelled in accordance with the Account Guidelines applicable thereto and will not be reinstated by the Account Originator or the Servicer.

“Eligible Receivable” means each Receivable:

(a) which has arisen in an Eligible Account;

(b) which was created in compliance in all material respects with all Requirements of Law applicable to the Account Originator (or, in the case of an Acquired Portfolio

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Receivable, the related Other Originator) and pursuant to an Account Agreement that complies in all material respects with all Requirements of Law applicable to the Account Originator (or, in the case of an Acquired Portfolio Receivable, the related Other Originator during the time prior to the transfer of such Acquired Portfolio Receivable to the Account Originator), in either case, the failure to comply with which would have an Adverse Effect;

(c) with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the creation of such Receivable or the execution, delivery and performance by the Account Originator (or, in the case of an Acquired Portfolio Receivable, the related Other Originator with respect to such actions prior to the transfer of such Acquired Portfolio Receivable to the Account Originator) of its obligations under the Account Agreement pursuant to which such Receivable was created, have been duly obtained, effected or given and are in full force and effect;

(d) as to which, immediately prior to the transfer of such Receivable to the Trust, the Transferor has good and marketable title thereto, free and clear of all Liens (other than any Lien for taxes of the Transferor or the Account Originator if such taxes are not then due and payable or if the Transferor or the Account Originator is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books and records adequate reserves with respect thereto);

(e) which has been the subject of either a valid transfer and assignment from the Transferor to the Trust of all the Transferor’s right, title and interest therein (including any proceeds thereof), or the grant of a first-priority perfected security interest therein (and in the proceeds thereof), effective until the termination of the Trust;

(f) which is the legal, valid and binding payment obligation of an Obligor thereon, enforceable against such Obligor in accordance with its terms, except as such 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);

(g) which, at the time of transfer to the Trust, has not been waived or modified except as permitted in accordance with Section 3.02(j) of the Servicing Agreement, Section 3.02 of the Receivables Purchase Agreement, the Account Guidelines, or as ordered by a court of competent jurisdiction or other Governmental Authority, and which waiver or modification is reflected in the Servicer’s computer file of Accounts;

(h) which, at the time of transfer to the Trust, is not subject to any right of rescission, setoff, counterclaim or any other defense (including defenses arising out of violations of usury laws) of an Obligor, other than defenses arising out of 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 equity);

(i) as to which, at the time of transfer to the Trust, the Transferor has performed all obligations required to be performed by it under this Agreement and the Receivables Purchase Agreement in connection with such transfer;

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(j) as to which, at the time of transfer to the Trust, neither the Transferor nor the Account Originator, as the case may be, has taken any action which would impair, or omitted to take any action the omission of which would impair, in any material respect the rights of the Trust or the Noteholders therein; and

(k) which constitutes an “account” as defined in Article 9 of the UCC as then in effect in any jurisdiction where the filing of a financing statement is then required to perfect the Trust’s interest in such Receivable and the proceeds thereof.

“Event of Default” has the meaning specified in the Indenture.

“Excess Funding Account” has the meaning specified in the Indenture.

“Excess Funding Amount” means, at any time, the aggregate amount on deposit in the Excess Funding Account.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Execution Date” means June 11, 2026.

“FDIA” means the Federal Deposit Insurance Act, as amended.

“FDIC” means the Federal Deposit Insurance Corporation or any successor thereto.

“FDIC Rule” means 12 C.F.R. §360.6, as it may be amended from time to time and subject to such clarifications and interpretations as may be provided by the FDIC or by the FDIC’s staff from time to time, and any successor thereto.

“FDIC Rule Interpretations” means any applicable published or informal interpretations, statements of policy or staff guidance issued by the FDIC or its staff interpreting or relating to the FDIC Rule.

“Finance Charge Collections” means the sum of (a) with respect to Receivables included as part of the Trust Assets, all Collections received by the Servicer on behalf of the Issuer of Finance Charge Receivables, (b) any amounts received by the Issuer which are designated as Finance Charge Collections pursuant to this Agreement, the Servicing Agreement, the Indenture or any Indenture Supplement, which shall include all Recoveries with respect to Defaulted Receivables, and (c) the amount of all interest and other investment earnings (net of losses and investment expenses), if any, on amounts on deposit in the Collection Account, the Excess Funding Account, and any Supplemental Issuer Account. The Interchange and Merchant Discount Fees received with respect to any Monthly Period shall be treated as Finance Charge Collections for such Monthly Period.

“Finance Charge Receivables” means (a) all amounts billed to the Obligors or any Account in respect of (i) all Periodic Finance Charges, (ii) Cash Advance Fees, (iii) Late Fees, returned check fees, and non-sufficient fund fees, and (iv) any other fees and charges and (b) Discount Option Receivables, if any.

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“Governmental Authority” means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Inactive Account” means an Account with a Receivables balance of zero and on which no charges have been made for at least the preceding twelve (12) months.

“Indenture” means the Indenture, dated as of June 11, 2026, by and among the Issuer, the Indenture Trustee and the Securities Intermediary, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Indenture Supplement” has the meaning specified in the Indenture.

“Indenture Trustee” means U.S. Bank Trust Company, National Association, in its capacity as indenture trustee under the Indenture, its successors in interest and any successor indenture trustee under the Indenture.

“Independent Manager” has the meaning specified in Section 2.08(f)(ix).

“Ineligible Receivables” has the meaning specified in Section 2.06(b).

“Initial Account” means each credit card account in any Approved Portfolio established pursuant to an Account Agreement, which account is identified in the TA Account Schedule delivered to the Issuer and the Indenture Trustee by the Transferor pursuant to Section 2.01(d).

“Initial Transfer Date” means the date specified as such in the related Account Assignment with respect to the Initial Accounts.

“Insolvency Event” has the meaning specified in Section 4.01.

“Insurance Proceeds” means all Insurance Proceeds (as defined in the Receivables Purchase Agreement) that are paid to the Transferor as provided in the Receivables Purchase Agreement.

“Interchange” means all Interchange (as defined in the Receivables Purchase Agreement) that is allocable to the Receivables transferred by the Transferor to the Trust.

“Issuance Date” means each date on which a Series or Class of Notes is issued.

“Issuer” has the meaning specified in the first paragraph of this Agreement.

“Issuer Accounts” means, collectively, the Excess Funding Account, the Collection Account and any Supplemental Issuer Account.

“Issuer Tax Opinion” has the meaning specified in the Indenture.

“Late Fees” has the meaning specified in the Account Agreement applicable to each Account for late fees or similar terms.

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“Lien” means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, equity interest, encumbrance, lien (statutory or other), preference, participation interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, or any financing lease having substantially the same economic effect as any of the foregoing; provided, however, that any assignment permitted by Section 3.02 of the Trust Agreement or Section 3.02 or Section 3.04 of this Agreement shall not be deemed to constitute a Lien; provided further, however, that the lien created in favor of the Indenture Trustee under the Indenture shall not be deemed to constitute a Lien.

“Merchant Discount Fees” means all Merchant Discount Fees (as defined in the Receivables Purchase Agreement) that are allocable to the Receivables transferred by the Transferor to the Trust.

“Monthly Noteholders’ Statement” has the meaning specified in the Indenture.

“Monthly Period” has the meaning specified in the Indenture.

“Note” or “Notes” has the meaning specified in the Indenture.

“Note Registrar” has the meaning specified in the Indenture.

“Noteholder” or “Holder” has the meaning specified in the Indenture.

“Obligor” means, with respect to any Account, the Person or Persons obligated to make payments with respect to such Account, including any guarantor thereof, but excluding any merchant.

“Officer’s Certificate” has the meaning specified in the Indenture.

“Opinion of Counsel” has the meaning specified in the Indenture.

“Other Originator” means any Person from which the Bank acquires a portfolio of credit card accounts any or all of which are subsequently designated as Accounts.

“Outstanding” has the meaning specified in the Indenture.

“Outstanding Principal Amount” has the meaning specified in the Indenture.

“Owner Trustee” has the meaning specified in the Trust Agreement.

“Periodic Finance Charges” means, with respect to any Account, all interest charges, finance charges, or similar charges accrued or assessed on such Account that are calculated by applying a periodic rate (whether daily, monthly, or otherwise) to all or any portion of the outstanding balance of such Account, however such charges may be designated in the related Account Agreement (including any charges designated as “interest,” “interest charges,” “finance charges,” “periodic finance charges,” “finance charges (due to periodic rate),” or similar terms).

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“Person” has the meaning specified in the Indenture.

“Pool Balance” means, for any Date of Processing, the sum of (a) the aggregate amount of Principal Receivables as of the close of business on such Date of Processing, and (b) the Excess Funding Amount as of the close of business on such Date of Processing.

“Principal Collections” means, for any Date of Processing, the sum of (a) with respect to Receivables, all Collections other than those designated as Finance Charge Collections for such Date of Processing, and (b) the amount of funds withdrawn from the Excess Funding Account on such Date of Processing which are required to be deposited into the Collection Account and treated as Principal Collections in accordance with Section 5.07 of the Indenture.

“Principal Receivables” means all Receivables other than Finance Charge Receivables or Defaulted Receivables. In calculating the aggregate amount of Principal Receivables on any day, the amount of Principal Receivables shall be reduced by the aggregate amount of credit balances in the Accounts on such day. Any Principal Receivables which the Transferor is unable to transfer as provided in Section 2.01 shall not be included in calculating the amount of Principal Receivables.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Proprietary Portfolio” means credit card accounts issued by the Bank, or an Affiliate of the Bank, (a) which bear either the Comenity or Bread Financial brand and not the brand of any other financial or non-financial organization and (b) the value proposition and rewards structure of which is not directly tied to or affiliated with an external brand or loyalty program.

“Rating Agency” has, with respect to any Outstanding Notes, the meaning specified in the applicable Indenture Supplement for such Notes.

“Rating Agency Condition” has the meaning specified in the Indenture.

“Reassignment Amount” means, with respect to the Receivables, for any Transfer Date, the sum of (a) an amount equal to the outstanding principal balance of such Receivables as of the last day of the prior Monthly Period and (b) accrued and unpaid interest through the related Distribution Date on Notes with an Outstanding Principal Amount equal to the applicable amount specified in clause (a), which interest shall be determined based on the applicable note interest rates of each such Series or Class of Notes through the related Distribution Date of such Series or Class.

“Reassignment Date” has the meaning specified in Section 2.06(c).

“Receivables” means all amounts shown on the Servicer’s records as amounts payable by an Obligor on any Account from time to time, including amounts payable for Principal Receivables and Finance Charge Receivables. Receivables that become Defaulted Receivables will cease to be included as Receivables as of the day on which they become Defaulted Receivables. For purposes of the FDIC Rule and GAAP, Receivables are financial assets.

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“Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated as of June 11, 2026, by and between the Bank and the Transferor, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Recoveries” means all Recoveries (as defined in the Receivables Purchase Agreement) that are paid to the Transferor as provided in the Receivables Purchase Agreement.

“Registered Note” has the meaning specified in the Indenture.

“Regulation AB” means Subpart 229.1100 – Asset-Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting releases (including Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (September 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Regulation RR” means Credit Risk Retention, 12 C.F.R. Part 244, as amended from time to time.

“Related Account” means each Account in any Approved Portfolio, including any Proprietary Portfolio, with respect to which a new account number has been issued by the Account Originator or the Servicer (a) in compliance with the Account Guidelines and the related Account Agreement, (b) to the same Obligor or Obligors of such Account, and (c) as a result of the following: (i) the credit card with respect to such Account being lost or stolen; (ii) the related Obligor requesting a change in his or her billing cycle; (iii) the related Obligor requesting the discontinuance of responsibility with respect to such Account; (iv) fraudulent use of the credit card with respect to such Account; or (v) for any other reasons permitted by the Account Guidelines; provided, that such Account can be traced or identified in the computer or other records of the Account Originator used to generate the TA Account Schedule. A Related Account shall become an Account upon the date of issuance as reflected in the Account Originator’s records, and the Receivables therein shall be deemed to be Receivables transferred to the Trust hereunder. Related Accounts shall be identified on supplements to the TA Account Schedule, together with identification of the Account to which each such Related Account relates, delivered to the Issuer and the Indenture Trustee by the Transferor pursuant to Section 2.01(d).

“Removal Date” has the meaning specified in Section 2.12(a)(i).

“Removed Accounts” has the meaning specified in Section 2.12(a).

“Required Addition Date” has the meaning specified in Section 2.11(b)(i).

“Required Pool Balance” means, for any Date of Processing, the sum of (a) for all Series in their Revolving Period, the sum of the Allocation Amounts of such Series as of the close of business on such Date of Processing and (b) for all Series in their Amortization Period or Accumulation Period, the sum of the Allocation Amounts of such Series as of the close of business on the last day of the most recent Revolving Period for each of such Series (exclusive of (i) any

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Series that will be paid in full on or prior to the Distribution Date immediately following such Date of Processing and (ii) any Series that will have an Allocation Amount of zero on the Distribution Date immediately following such Date of Processing (after giving effect to payments made on such Distribution Date)).

“Required Seller’s Interest Amount” means, the amount of “seller’s interest” required to be maintained pursuant to Regulation RR by the “sponsor” or one or more of its “wholly-owned affiliates” as such terms are defined in Regulation RR.

“Required Transferor Amount” means, for any Date of Processing, the product of (a) the Principal Receivables as of the close of business on such Date of Processing and (b) the Required Transferor Amount Percentage.

“Required Transferor Amount Percentage” means 6.0% or such other percentage as shall be designated from time to time by the Transferor; provided, however, that prior to designating any lesser percentage, the Transferor shall have provided to the Indenture Trustee an Issuer Tax Opinion and satisfied the Rating Agency Condition.

“Requirements of Law” means any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, whether federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act and Regulation B and Regulation Z of the Board of Governors of the Federal Reserve System), and, when used with respect to any Person, the certificate of incorporation or formation and by-laws or other organizational or governing documents of such Person.

“Restart Date” has the meaning set forth in Section 2.11(a).

“Revolving Credit Agreement” means the Revolving Credit Agreement, dated as of June 11, 2026, by and between the Bank and the Transferor, as the same may be amended, restated, supplemented or otherwise modified from time to time or any substantially similar agreement entered into between any lender and the Transferor.

“Revolving Period” has the meaning specified in the Indenture.

“Sarbanes Certification” has the meaning specified in Section 7.04.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Intermediary” has the meaning specified in the Indenture.

“Securitization Code” has the meaning specified in Section 2.01(c).

“Securitization Transaction” means any new issuance of a Series or Class of Notes, pursuant to Section 4.09 of the Indenture, whether publicly offered or privately placed, rated or unrated.

“Seller’s Interest Amount” means, with respect to any date, an amount of “seller’s interest” maintained by the “sponsor” or one or more of its “wholly-owned affiliates” (as such

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terms are defined in Regulation RR), determined in accordance with Section 246.5 of Regulation RR.

“Series” means, with respect to any Notes, the series specified in the applicable Indenture Supplement.

“Servicer” means the Bank, in its capacity as servicer pursuant to the Servicing Agreement, and, after any Service Transfer (as defined in the Servicing Agreement), the Successor Servicer.

“Servicing Agreement” means the Servicing Agreement dated as of June 11, 2026, by and among Bread Financial Funding, LLC, as Transferor, the Bank, as Servicer and as Administrator, Bread Financial Card Issuance Trust, as Issuer, and U.S. Bank Trust Company, National Association, as Indenture Trustee, as amended, restated, supplemented or otherwise modified from time to time.

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

“Servicing Participant” means the Servicer, any Subservicer or any Person that participates in any of the servicing functions specified in Item 1122(d) of Regulation AB with respect to the Receivables. For the avoidance of doubt, subject to Section 7.01, the term “Servicing Participant” shall not include the Owner Trustee or the Indenture Trustee.

“Subservicer” means any Person that services the Receivables on behalf of the Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Servicing Participants) of a substantial portion of the material servicing functions required to be performed by the Servicer under the Servicing Agreement that are identified in Item 1122(d) of Regulation AB. For the avoidance of doubt, subject to Section 7.01, the term “Subservicer” shall not include the Owner Trustee or the Indenture Trustee.

“Successor Servicer” has the meaning specified in the Servicing Agreement.

“Supplemental Issuer Account” has the meaning specified in the Indenture.

“Surviving Entity” has the meaning specified in Section 3.02(a).

“TA Account Schedule” means a true and complete list of Accounts, identified by account number (or by an alpha-numeric identifier that uniquely and objectively identifies the applicable account number), as delivered, supplemented and amended from time to time in accordance with Section 2.01(d). The TA Account Schedule and each supplement thereto shall set forth, as applicable:

(a) with respect to each Initial Account or Additional Account, the aggregate amount of Receivables in such Account as of the applicable Cut-Off Date;

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(b) with respect to each Automatic Additional Account, the aggregate amount of Receivables in such Account as of the last day of the Monthly Period in which such Account became an Automatic Additional Account;

(c) with respect to any Transferred Account, identification of the Account replaced by such Transferred Account;

(d) with respect to any Related Account, identification of the Account to which such Related Account relates; and

(e) with respect to any Removed Account, the aggregate amount of Receivables in such Removed Account as of the applicable Removal Date.

“Transaction Document” means with respect to any Series or Class of Notes, collectively, this Agreement, the Servicing Agreement, the Indenture, any applicable Indenture Supplement, the Trust Agreement, the Account Control Agreement and the Receivables Purchase Agreement.

“Transfer Date” means the Business Day prior to the Distribution Date for a Series or Class of Notes.

“Transferor” means Bread Financial Funding, LLC, a Delaware limited liability company, or its successors under this Agreement.

“Transferor Amount” means, for any Date of Processing, an amount, not less than zero, equal to (a) the Pool Balance as of the close of business on such Date of Processing minus (b) the Aggregate Allocation Amount as of the close of business on such Date of Processing.

“Transferor Interest” means an interest having such rights as are set forth in this Agreement and the other Transaction Documents, including the right to receive amounts specified in this Agreement, the Servicing Agreement, the Indenture or any Indenture Supplement to be distributed to the holders of the Transferor Interest; provided, that as used herein and in any Indenture Supplement, “Transferor Interest” shall mean either the uncertificated interest in the Transferor Interest or, if the Transferor elects to evidence its interest in the Transferor Interest in certificated form, a certificate executed and delivered by the Issuer and authenticated by the Owner Trustee substantially in the form of Exhibit B to the Trust Agreement.

“Transferred Account” means each credit card account to which the cardholder relationship and Receivables of an existing Account have been transferred (including as a result of product change, card conversion, account migration, or similar event) in accordance with the Account Guidelines; provided, that (a) such Transferred Account is a credit card account in an Approved Portfolio, including any Proprietary Portfolio, and (b) such Transferred Account can be traced or identified in the computer or other records of the Account Originator used to generate the TA Account Schedule. A Transferred Account shall become an Account upon the date of such transfer as reflected in the Account Originator’s records, and the Receivables therein shall be deemed to be Receivables transferred to the Trust. Transferred Accounts shall be identified on supplements to the TA Account Schedule, together with identification of the Account replaced by

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each such Transferred Account, delivered to the Issuer and the Indenture Trustee by the Transferor pursuant to Section 2.01(d).

“Trust” has the meaning specified in the first paragraph of this Agreement.

“Trust Agreement” means the Amended and Restated Trust Agreement relating to the Trust, dated as of June 11, 2026, by and between the Transferor and the Owner Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Trust Assets” has the meaning specified in Section 2.01(a).

“UCC” means the Uniform Commercial Code, as amended from time to time, as in effect in the relevant jurisdiction.

Section 1.02. Other Definitional Provisions.

(a) Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture.

(b) The terms defined in this Article have the meanings assigned to them in this Article, and, along with any other term defined in any Section of this Agreement, include the plural as well as the singular and are applicable to the masculine as well as to the feminine and neuter genders of such terms.

(c) With respect to any Series of Notes, all terms used herein and not otherwise defined herein shall have meanings ascribed to them in the applicable Transaction Document.

(d) 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.

(e) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not otherwise defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation.

(f) The agreements, representations and warranties of Bread Financial Funding, LLC in this Agreement in its capacity as the Transferor shall be deemed to be the agreements, representations and warranties of the Transferor solely in such capacity for so long as the Transferor acts in such capacity under this Agreement.

(g) Any reference to each Rating Agency shall only apply to any specific nationally recognized statistical rating organization if such nationally recognized statistical rating organization is then rating any Outstanding Series or Class of Notes.

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(h) Unless otherwise specified, references to any amount as on deposit or outstanding on any particular date shall mean such amount at the close of business on such day.

(i) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” means “including without limitation.” Unless the context otherwise requires, terms used herein that are defined in the New York UCC and not otherwise defined herein shall have the meanings set forth in the New York UCC.

[END OF ARTICLE I]

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ARTICLE II

TRUST ASSETS

Section 2.01. Conveyance of Trust Assets.

(a) By execution of this Agreement, the Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Receivables existing at the opening of business on the Initial Transfer Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and thereafter created and arising from time to time in the Initial Accounts (unless such Initial Account has become a Removed Account) until the termination of the Trust, (ii) the Receivables existing at the opening of business on each applicable Addition Date, in the case of Receivables arising in the Additional Accounts and the Automatic Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts and such Automatic Additional Accounts), and thereafter created and arising from time to time in the Additional Accounts and the Automatic Additional Accounts (unless such Additional Account or such Automatic Additional Account has become a Removed Account) until the termination of the Trust, (iii) all Insurance Proceeds, Interchange, Recoveries and Merchant Discount Fees on or allocable to the Trust as provided in this Agreement and the Servicing Agreement, (iv) all monies due and to become due with respect to all of the foregoing, (v) all amounts received with respect to all of the foregoing, and (vi) all proceeds thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement, the rights of the Trust under this Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee or any Noteholder of any obligation of the Transferor, the Account Originator, or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, clearance systems or insurers. Each Account will continue to be owned by the Account Originator and will not be a Trust Asset.

(b) The Transferor agrees to file, at its own expense, all financing statements (and amendments to such financing statements when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection and priority of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trust, and to deliver file-stamped copies of each such financing statement or amendment or other evidence of such filing to the Owner Trustee and the Indenture Trustee as soon as practicable on or after (i) the Initial Transfer Date, in the case of Trust Assets relating to the Initial Accounts, and (ii) if any additional filing is necessary, the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts

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or Automatic Additional Accounts. Neither the Owner Trustee nor the Indenture Trustee shall be under any obligation whatsoever to file such financing statements or amendments to financing statements or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance.

(c) The Transferor further agrees, at its own expense, on (i) the Initial Transfer Date, in the case of the Initial Accounts and (ii) the applicable Addition Date, in the case of Additional Accounts and Automatic Additional Accounts, to indicate in the appropriate computer files that Receivables created in connection with such Accounts have been conveyed to the Trust pursuant to this Agreement by including in the portfolio identifier field a three-digit number within the range of “600” to “699” that identifies each Account as subject to this Agreement (each, a “Securitization Code”). The Transferor further agrees not to alter or remove the Securitization Code referenced in this paragraph with respect to any Account during the term of this Agreement unless and until (A) such Account becomes a Removed Account, (B) such Account is reassigned to the Transferor in accordance with Section 2.06(c) or Section 2.07(c), (C) all Receivables in such Account have become Defaulted Receivables and been reassigned to the Transferor in accordance with Section 2.12(c), or (D) the Transferor has taken such action as is necessary or advisable to cause the interest of the Issuer and the Indenture Trustee in the Trust Assets to continue to be perfected and of first priority; provided, however, that nothing herein shall preclude the Transferor from changing the Securitization Code so long as the resulting Securitization Code constitutes a three-digit number within the range of “600” to “699”. With respect to Removed Accounts, on the applicable Removal Date, the Transferor shall indicate in its computer files that Receivables reassigned in connection with such Removed Accounts have been conveyed to the Transferor or its designee by removing the Securitization Code from the portfolio identifier field of such Removed Account.

(d) The Transferor further agrees, at its own expense, on or prior to the seventh (7th) Business Day following the Initial Transfer Date, to deliver to the Issuer and the Indenture Trustee the TA Account Schedule with respect to the Initial Accounts. Thereafter, the TA Account Schedule shall be supplemented and amended by the Transferor and delivered to the Indenture Trustee: (i) on or prior to the seventh (7th) Business Day following each Addition Date to include the applicable Additional Accounts; (ii) promptly, but in any event no later than the tenth (10th) Business Day following the end of each Monthly Period in which (A) any accounts become Automatic Additional Accounts, identifying such Automatic Additional Accounts, (B) any Related Accounts are issued, identifying such Related Accounts and the related Accounts, and (C) any Transferred Accounts result from transfers, identifying such Transferred Accounts and the Accounts replaced thereby; and (iii) on or prior to the seventh (7th) Business Day following each Removal Date to identify the applicable Removed Accounts. No supplement to the TA Account Schedule shall list any account first established during an Automatic Addition Suspension (unless and until a Restart Date is in effect and such account was first established on or after such Restart Date) or on or after any Automatic Addition Termination Date as an Automatic Additional Account.

(e) The parties to this Agreement intend that the conveyance of Trust Assets pursuant to this Agreement shall constitute an absolute sale, and not a secured borrowing. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trust a first priority perfected security interest in all of the

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Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit and letter-of-credit rights consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure the Transferor’s obligations hereunder.

Section 2.02. Acceptance by Issuer.

(a) The Issuer hereby acknowledges its acceptance of all right, title and interest in, to and under the Trust Assets conveyed to the Trust pursuant to Section 2.01. The Issuer further acknowledges that, on or prior to the seventh (7th) Business Day following the Initial Transfer Date, the Transferor shall deliver to the Issuer and the Indenture Trustee the TA Account Schedule identifying the Initial Accounts.

(b) The Issuer hereby agrees (and the Indenture Trustee shall, pursuant to the Indenture, agree) not to disclose to any Person any of the account numbers or other information contained in the computer files marked as the TA Account Schedule (including any supplement thereto) and delivered to the Issuer and the Indenture Trustee except (i) to a Successor Servicer or as required by a Requirement of Law applicable to the Trust, (ii) in connection with the performance of the Trust’s duties hereunder, (iii) to the Indenture Trustee in connection with its duties in enforcing the rights of Noteholders and in connection with its duties under this Agreement and the Indenture, (iv) to the extent required by the applicable UCC, to bona fide creditors or potential creditors of the Account Originator or the Transferor for the limited purpose of enabling any such creditor to identify Receivables or Accounts subject to this Agreement or the Receivables Purchase Agreement, or (v) with the prior written consent of the Transferor. The Trust agrees (and the Indenture Trustee shall, pursuant to the Indenture, agree) to take such measures as shall be reasonably requested by the Account Originator or the Transferor to protect and maintain the security and confidentiality of such information and, in connection therewith, shall allow the Account Originator and the Transferor or their duly authorized representatives to inspect the Trust’s security, data protection and confidentiality arrangements from time to time during normal business hours upon prior written notice. The Trust shall provide the Account Originator and the Transferor with notice fifteen (15) Business Days prior to disclosure of any information of the type described in this Section 2.02(b).

(c) In consideration for the conveyance of the Trust Assets hereunder, the Issuer hereby agrees to pay to the Transferor the net proceeds received from the issuance of each Series of Notes, provided, however, to the extent that the Account Originator has not been paid any amounts owed to it pursuant to Section 3.01 of the Receivables Purchase Agreement, the Transferor hereby directs the Issuer to pay such proceeds directly to the Account Originator in an amount equal to such unpaid amounts.

Section 2.03. Representations and Warranties of the Transferor Relating to the Transferor. The Transferor hereby represents and warrants to the Trust (and agrees that the Owner Trustee and the Indenture Trustee may rely on each such representation and warranty in accepting the Trust Assets in trust under this Agreement, the Trust Agreement or the Indenture, as applicable, and in authenticating the Notes) as of the Execution Date and each Issuance Date that:

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(a) Organization and Good Standing. The Transferor is an entity validly existing in good standing under the applicable laws of the jurisdiction of its organization and has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted, and to execute, deliver and perform its obligations under this Agreement, the Servicing Agreement and the Receivables Purchase Agreement.

(b) Due Qualification. The Transferor is duly qualified to do business and is in good standing and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would (i) render any Account Agreement relating to an Account specified herein or any Trust Asset conveyed by the Transferor to the Trust unenforceable by the Trust, the Transferor, the Servicer, the Indenture Trustee or the Owner Trustee and (ii) have a material adverse effect on any Noteholders; provided, however, that the Transferor makes no representation or warranty with respect to any qualifications, licenses or approvals that the Indenture Trustee or the Owner Trustee would have to obtain to do business in any state in which the Indenture Trustee or the Owner Trustee seeks to enforce any Trust Asset.

(c) Due Authorization. The execution and delivery by the Transferor of this Agreement (and any other document or instrument delivered pursuant hereto, including any Account Assignment), the Receivables Purchase Agreement and the Servicing Agreement, and the order to the Indenture Trustee to have the Notes authenticated and delivered, and the consummation by the Transferor of the transactions provided for in this Agreement (and any other document or instrument delivered pursuant hereto, including any Account Assignment), the Receivables Purchase Agreement and the Servicing Agreement, have been duly authorized by the Transferor by all necessary limited liability company action on the part of the Transferor.

(d) No Conflict. The execution and delivery by the Transferor of this Agreement, the Receivables Purchase Agreement and the Servicing Agreement, the performance by the Transferor of the transactions contemplated by this Agreement, the Receivables Purchase Agreement and the Servicing Agreement, and the fulfillment by the Transferor of the terms hereof and thereof applicable to the Transferor, will not conflict with or violate any Requirements of Law applicable to the Transferor or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Transferor is a party or by which it or its properties are bound.

(e) No Proceedings. There are no Proceedings or investigations, pending or, to the best knowledge of the Transferor, threatened, against the Transferor before any Governmental Authority (i) asserting the invalidity of this Agreement, the Receivables Purchase Agreement or the Servicing Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, the Receivables Purchase Agreement or the Servicing Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of the Transferor, would materially and adversely affect the performance by the Transferor of its obligations under this Agreement, the Receivables Purchase Agreement or the Servicing Agreement, (iv) seeking any determination or ruling that, in the reasonable judgment of the Transferor, would materially and adversely affect the validity or enforceability of this Agreement, the Receivables Purchase Agreement or the Servicing Agreement or (v) seeking to affect adversely

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the income or franchise tax attributes of the Trust under the United States federal or any state income or franchise tax systems.

(f) All Consents. All authorizations, consents, orders or approvals of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the execution and delivery by the Transferor of this Agreement, the Receivables Purchase Agreement and the Servicing Agreement, and the performance of the transactions contemplated by this Agreement, the Receivables Purchase Agreement and the Servicing Agreement, by the Transferor have been duly obtained, effected or given and are in full force and effect.

(g) Insolvency. No Insolvency Event with respect to the Transferor has occurred, and the Transferor entered into this Agreement and, in the case of Additional Accounts and Automatic Additional Accounts, the related Account Assignment, in the ordinary course of business, not in contemplation of insolvency.

Section 2.04. Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Issuer, the Indenture Trustee and the Owner Trustee that:

(a) as of the Execution Date, the Initial Transfer Date, each Addition Date and each Issuance Date, each of this Agreement (and any other document or instrument delivered pursuant hereto, including any Account Assignment), the Receivables Purchase Agreement and the Servicing Agreement, constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws or general principles of equity;

(b) (i) as of the date of its delivery with respect to the Initial Accounts (and the Receivables arising thereunder), the TA Account Schedule is an accurate and complete listing in all material respects of all such Initial Accounts as of the Initial Transfer Date, and the information contained therein with respect to the identity of such Initial Accounts and the Receivables existing thereunder is true and correct in all material respects as of such date;

(ii) as of the date of its delivery, with respect to any Additional Accounts designated by Account Assignment (and the Receivables arising thereunder), the supplement to the TA Account Schedule delivered in connection with such Account Assignment is an accurate and complete listing in all material respects of such Additional Accounts as of the applicable Addition Date, and the information contained therein with respect to the identity of such Additional Accounts and the Receivables existing thereunder is true and correct in all material respects as of such Addition Date; and

(iii) on or prior to the tenth (10th) Business Day following the end of the Monthly Period in which any accounts become Automatic Additional Accounts, with respect to Automatic Additional Accounts (and the Receivables arising thereunder), the supplement to the TA Account Schedule delivered for such Monthly Period is an accurate and complete listing in all material respects of all Automatic Additional Accounts as of the last day of such Monthly Period, and the information contained therein with respect to the identity of such Automatic Additional Accounts and the Receivables existing thereunder

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is true and correct in all material respects as of such date; provided, that no supplement to the TA Account Schedule shall list any account first established during an Automatic Addition Suspension (unless and until a Restart Date is in effect and such account was first established on or after such Restart Date) or on or after any Automatic Addition Termination Date as an Automatic Additional Account;

(c) as of the Initial Transfer Date, each Issuance Date and each applicable Addition Date, the Receivables conveyed by the Transferor to the Trust have been conveyed free and clear of any Lien (other than as permitted by clause (d) of the term “Eligible Receivable”);

(d) as of (A) the Initial Transfer Date, with respect to the Initial Accounts (and the Receivables arising thereunder), (B) the applicable Addition Date, with respect to Additional Accounts (and the Receivables arising thereunder), and (C) the applicable Addition Date, with respect to Automatic Additional Accounts (and the Receivables arising thereunder), all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance by the Transferor of such Receivables have been duly obtained, effected or given and are in full force and effect;

(e) as of (A) the Initial Transfer Date, (B) each Issuance Date, and (C) each Addition Date (and the Receivables arising thereunder), subject, in each case pertaining to proceeds, to Section 9-315 of the UCC, and further subject to any Liens permitted by clause (d) of the term “Eligible Receivable,” each of this Agreement, the related Account Assignment (in the case of Additional Accounts), and the related Approved Portfolio Designation (in the case of Automatic Additional Accounts), (1) constitutes a valid transfer and assignment to the Trust of all right, title and interest of the Transferor in the Trust Assets conveyed to the Trust by the Transferor, or (2) constitutes a grant of a first-priority security interest (as defined in the applicable UCC) in such property to the Trust, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Transferor and which, in the case of existing Receivables and the proceeds and Recoveries thereof, is enforceable upon execution and delivery of this Agreement, or with respect to then existing Receivables in Additional Accounts and Automatic Additional Accounts, as of the applicable Addition Date, and which will be enforceable with respect to such Receivables hereafter and thereafter created and the proceeds and Recoveries thereof upon such creation;

(f) as of (A) the Initial Transfer Date with respect to the Initial Accounts (and the Receivables arising thereunder), (B) the applicable Addition Date with respect to Additional Accounts (and the Receivables arising thereunder), and (C) the applicable Addition Date with respect to Automatic Additional Accounts (and the Receivables arising thereunder), the Transferor has caused or on such Initial Transfer Date or Addition Date, as applicable, will cause 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 in such property granted to the Issuer under this Agreement and upon the filing of all such appropriate financing statements, the Issuer will have a first priority perfected security interest in such property and proceeds;

(g) as of (A) the Initial Transfer Date with respect to the Initial Accounts (and the Receivables arising thereunder), (B) the applicable Addition Date with respect to Additional

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Accounts (and the Receivables arising thereunder), and (C) the applicable Addition Date with respect to Automatic Additional Accounts (and the Receivables arising thereunder), other than the security interest granted to the Trust pursuant to this Agreement or any other security interest that has been terminated, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed such property; the Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering such property other than any financing statement relating to the security interest granted to the Trust hereunder or that has been terminated; and the Transferor is not aware of any judgment or tax lien filings against the Transferor;

(h) as of the applicable Cut-Off Date, each Initial Account, each applicable Additional Account, and each applicable Automatic Additional Account is an Eligible Account;

(i) as of (A) the Cut-Off Date with respect to each Receivable contained in the Initial Accounts conveyed to the Trust by the Transferor on the Initial Transfer Date, (B) the applicable Cut-Off Date with respect to each Receivable contained in the related Additional Accounts to be conveyed to the Trust by the Transferor on the applicable Addition Date, (C) the applicable Cut-Off Date with respect to each Receivable contained in the related Automatic Additional Accounts conveyed to the Trust by the Transferor on the applicable Addition Date, and (D) the date of the creation of any new Receivable conveyed to the Trust by the Transferor, such Receivable is an Eligible Receivable;

(j) as of (A) the Initial Transfer Date with respect to the Initial Accounts, (B) the applicable Addition Date with respect to Additional Accounts, and (C) the Designation Date with respect to Automatic Additional Accounts, no selection procedures believed by the Transferor to be materially adverse to the interests of the Noteholders have been used in selecting the Initial Accounts, any Additional Accounts, or any Automatic Additional Accounts, as applicable;

(k) the Transferor entered into this Agreement and, in the case of Additional Accounts and Automatic Additional Accounts, the related Account Assignment and the related Approved Portfolio Designation, respectively, in the ordinary course of business and not with intent to hinder, delay or defraud the Account Originator or its creditors; and

(l) the Transferor received adequate consideration for each Receivable transferred to the Trust.

Section 2.05. Notice of Breach. The representations and warranties set forth in Section 2.03 and Section 2.04 shall survive the transfers and assignments of the Trust Assets to the Trust and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture, and the issuance of the Notes. Upon discovery by the Transferor or the Trust of a breach of any of the representations and warranties set forth in Section 2.03 or Section 2.04, the party discovering such breach shall give prompt written notice to the other parties following such discovery.

Section 2.06. Transfer of Ineligible Receivables.

(a) Reassignment of Collateral. In the event (i) any representation or warranty contained in Section 2.04(b), (c), (d), (h), (i) or (j) of this Agreement is not true and correct in any

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material respect as of the date specified therein with respect to any Receivable, or the related Account and such breach has a material adverse effect on any Noteholders unless cured within sixty (60) days (or such longer period, not in excess of one hundred fifty (150) days, as may be agreed to by the Indenture Trustee) after the earlier to occur of the discovery thereof by the Transferor or receipt by the Transferor of written notice thereof given by the Indenture Trustee, the Owner Trustee or the Servicer, or (ii) it is so provided in Section 2.08(a) with respect to any Receivables conveyed to the Trust by the Transferor, then the Transferor shall accept reassignment of the Ineligible Receivables on the terms and conditions set forth in Section 2.06(b) below.

(b) Procedures for Removal. When the provisions of Section 2.06(a) above require the removal of a Receivable, the Transferor shall accept reassignment of such Receivable (each such Receivable, an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Pool Balance and to decrease the Transferor Amount by the principal balance of each such Ineligible Receivable. In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Amount and the Pool Balance would cause the Transferor Amount to be reduced below the Required Transferor Amount or the Pool Balance to be reduced below the Required Pool Balance, the Transferor shall on the second (2nd) Business Day following such determination, make a deposit in the Excess Funding Account in immediately available funds in an amount equal to the greater of the amount by which (x) the Transferor Amount would be reduced below the Required Transferor Amount or (y) the Pool Balance would be reduced below the Required Pool Balance.

Upon reassignment of any Ineligible Receivable, the Indenture Trustee and the Trust shall automatically and without further action transfer, assign, set-over and otherwise convey to the Transferor or its designee, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in, to and under such Ineligible Receivable, all Recoveries related thereto, all monies and amounts due or to become due and all proceeds thereof and such reassigned Ineligible Receivable shall be treated by the Indenture Trustee and the Trust as collected in full as of the date on which it was reassigned. The obligation of the Transferor to accept reassignment of any Ineligible Receivable previously conveyed to the Trust by the Transferor, and to make the deposits, if any, required to be made to the Excess Funding Account as provided in this Section 2.06(b), shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the Transferor to effect the conveyance of an Ineligible Receivable pursuant to this Section 2.06(b), but only upon receipt of an Officer’s Certificate from the Transferor that states that all conditions set forth in this Section 2.06 have been satisfied or waived.

(c) Records. In the event any reassignment of Receivables pursuant to this Section 2.06 results in a reassignment of the related Account, the Transferor shall, on the date of such reassignment (the “Reassignment Date”), alter its computer files by removing the Securitization Code from the portfolio identifier field of such Account and shall, on or prior to the seventh (7th) Business Day following the Reassignment Date, supplement the TA Account Schedule accordingly.

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Section 2.07. Reassignment of Trust Assets. (a) In the event any representation or warranty of the Transferor set forth in Section 2.03(a) or (c) or Section 2.04(a) or (e) of this Agreement is not true and correct in any material respect and such breach has a material adverse effect on the Receivables conveyed to the Trust by the Transferor or the availability of the proceeds thereof to the Trust then, the Indenture Trustee (if directed by the Noteholders in accordance with the Indenture) or the Noteholders evidencing more than 50% of the Outstanding Principal Amount of the Outstanding Notes, by notice then given to the Transferor, the Administrator and the Servicer (and to the Indenture Trustee, if given by the Noteholders), may direct the Transferor to accept a reassignment of the affected Receivables previously conveyed to the Trust by the Transferor pursuant to this Agreement, if such breach and any material adverse effect caused by such breach is not cured within sixty (60) days of such notice (or within such longer period as may be specified in such notice), and upon those conditions the Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that the affected Receivables will not be reassigned to the Transferor if, on any day during such applicable cure period the relevant representation and warranty shall be true and correct in all material respects as if made on such day. The Transferor shall deposit the portion of the Reassignment Amount attributable to the applicable Receivables in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause (b) of the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment.

(b) Procedures for Removal. If the Issuer, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept a reassignment of any Receivables as provided in Section 2.07(a) above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.07 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.07 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.07 available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders). Upon reassignment of the affected Receivables on the Transfer Date following the Monthly Period in which such obligation arises, the Indenture Trustee and the Trust shall automatically and without further action transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in, to and under the affected Receivables, all Recoveries allocable thereto, all monies and amounts due or to become due with respect thereto and all proceeds thereof (and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the Transferor). The Indenture Trustee and the Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Transferor to effect the conveyance of such property pursuant to this Section 2.07.

(c) Records. In the event any reassignment of Receivables pursuant to this Section 2.07 results in a reassignment of the related Account, the Transferor shall, on the Reassignment Date, alter its computer files by removing the Securitization Code from the portfolio identifier field of such Account, and shall, on or prior to the seventh (7th) Business Day following the Reassignment Date, supplement the TA Account Schedule accordingly.

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Section 2.08. Covenants of the Transferor. The Transferor hereby covenants that:

(a) Receivables Not to Be Evidenced by Promissory Notes. Except in connection with its enforcement or collection of an Account, the Transferor will take no action to cause any Receivable conveyed by it to the Trust to be evidenced by any instrument or chattel paper (as defined in the UCC) and, if any such Receivable is so evidenced as a result of any action taken by the Transferor, it shall be deemed to be an Ineligible Receivable in accordance with Section 2.06(a) and shall be reassigned to the Transferor in accordance with Section 2.06(b).

(b) Security Interests. Except for the conveyances hereunder, the Transferor will not sell, pledge, assign or transfer to any other Person, or take any other action inconsistent with the Trust’s ownership of any Receivable conveyed by it to the Trust, or grant, create, incur, assume or suffer to exist any Lien (except as permitted by clause (d) of the definition of the term “Eligible Receivable”) on any Receivable conveyed by it to the Trust whether now existing or hereafter created, or any interest therein; and the Transferor shall defend the right, title and interest of the Trust and the Indenture Trustee in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Transferor.

(c) Transferor Interest. Except for (i) the conveyances hereunder, in connection with any transaction permitted by Section 3.02 and Section 4.04 of the Trust Agreement or (ii) conveyances with respect to which the Rating Agency Condition shall have been satisfied and an Issuer Tax Opinion shall have been delivered to the Indenture Trustee and the Owner Trustee, the Transferor agrees, to the fullest extent permitted by applicable law, not to Transfer (as defined in the Trust Agreement) any interest in the Transferor Interest and any such attempted Transfer shall be void. Nothing contained in this Section 2.08(c) shall be interpreted to prohibit or in any way limit the Transferor’s ability to grant to another Person a participation interest in the Transferor Interest upon the delivery to the Indenture Trustee and the Owner Trustee of an Issuer Tax Opinion.

(d) Delivery of Collections or Recoveries. In the event that the Transferor receives Collections or Recoveries, the Transferor agrees to pay the Servicer all such Collections and Recoveries as soon as practicable after receipt thereof.

(e) Notice of Liens. The Transferor shall notify the Owner Trustee and the Indenture Trustee promptly after becoming aware of any Lien (except as permitted by clause (d) of the definition of the term “Eligible Receivable”) on any Receivable conveyed by it to the Trust other than the conveyances hereunder and under the Indenture.

(f) Separate Corporate Existence. The Transferor shall:

(i) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the state of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to ensure proper administration hereof and to permit and effectuate the transactions contemplated hereby.

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(ii) Except as provided in this Agreement or the Servicing Agreement, maintain its own deposit, securities and other account or accounts, separate from those of any Affiliate of the Transferor, with financial institutions. The funds of the Transferor will not be diverted to any other Person, and, except as may be expressly permitted by this Agreement, the Servicing Agreement, or the Receivables Purchase Agreement, the funds of the Transferor shall not be commingled with those of any other Person.

(iii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or other Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees.

(iv) Ensure that, to the extent that it jointly contracts with any of its members or other Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs.

(v) Ensure that all material transactions between the Transferor and any of its Affiliates shall be only on an arm’s-length basis and shall not be on terms more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties. The Transferor shall not enter into any transaction with an Affiliate except as contemplated by the Transaction Documents or on arm’s-length terms pursuant to a written agreement with fair and reasonable allocation of any shared services or overhead.

(vi) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its members and other Affiliates. To the extent that the Transferor and any of its members or other Affiliates have offices in contiguous space, there shall be fair and appropriate allocation of overhead costs (including rent) among them, and each such entity shall bear its fair share of such expenses.

(vii) Conduct its affairs strictly in accordance with its certificate of formation and limited liability company agreement and observe all necessary, appropriate and customary company formalities, including keeping separate and accurate minutes, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts (including intercompany accounts).

(viii) Maintain a separate taxpayer identification number and, except as required by law or as permitted by the Transaction Documents, shall not file consolidated, combined or unitary tax returns with any other Person; provided, that if included in a

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consolidated, combined or unitary return where permitted by the Transaction Documents or applicable law, appropriate intercompany tax allocation arrangements will be maintained and the Transferor’s separate existence will be reflected in footnotes to consolidated financial statements.

(ix) Ensure that its board of managers shall at all times include at least two Independent Managers. For purposes hereof, “Independent Manager” shall mean an individual who, for the five (5) years prior to, and during, such service has not been: (x) an employee, officer, director, manager, member, stockholder or partner of the Transferor or any of its Affiliates (other than solely in such person’s capacity as an Independent Manager, special member or independent manager/special member of one or more special purpose entities); (y) a supplier, customer or material service provider of the Transferor or any of its Affiliates (other than an Independent Manager provided by a nationally recognized corporate services provider or other service provider routinely furnishing professional independent manager/director services to special purpose entities in securitization or structured finance transactions); or (z) an immediate family member of any person described in clause (x) or (y).

(x) Ensure that decisions with respect to its business and daily operations shall be independently made by the Transferor (although the officer making any particular decision may also be an officer or manager of an Affiliate of the Transferor) and shall not be dictated by any Affiliate of the Transferor.

(xi) Act solely in its own company name and through its own Authorized Officers and agents, and no Affiliate of the Transferor shall be appointed to act as agent of the Transferor. The Transferor shall at all times use its own stationery and business forms and describe itself as a separate legal entity.

(xii) Not enter into any transaction with any Affiliate except (A) the transactions contemplated by the Transaction Documents, (B) capital or equity contributions to the Transferor by the Bank or any other member of the Transferor, (C) distributions by the Transferor to the Bank or any other member of the Transferor to the extent permitted under the Transaction Documents, and (D) other transactions that are on terms no less favorable to the Transferor than would be obtained in a comparable arm’s length transaction with an unrelated third party.

(xiii) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it using its own funds.

(xiv) Not incur, assume, guarantee, or otherwise become liable, directly or indirectly, for any Indebtedness other than pursuant to the Transaction Documents; provided, however, that the foregoing shall not prohibit (A) liabilities arising under arrangements permitted under Section 2.08(f)(xii), (B) tax liabilities (including obligations under any tax sharing or tax allocation agreement) allocated to the Transferor, or (C) ordinary course trade payables and accrued expenses.

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(xv) Ensure that any financial reports required of the Transferor shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates so long as such consolidated reports contain footnotes describing the effect of the transactions between the Transferor and such Affiliate and also state that the assets of the Transferor are not available to pay creditors of the Affiliate.

(xvi) Ensure that at all times it is adequately capitalized in light of its contemplated business and obligations.

(g) Compliance with the FDIC Rule. The Transferor shall (i) perform the obligations of the FDIC Rule applicable to it and (ii) facilitate compliance with the FDIC Rule by the Account Originator and the Trust.

Section 2.09. Covenants of the Transferor With Respect to the Receivables Purchase Agreement.

(a) The Transferor, in its capacity as purchaser of Receivables from the Account Originator pursuant to the Receivables Purchase Agreement, hereby covenants that it will at all times enforce the covenants and agreements of the Account Originator set forth in such Receivables Purchase Agreement, including covenants that the Account Originator shall at all times enforce the covenants and agreements of it, as the case may be, in the Receivables Purchase Agreement, including, without limitation, covenants to the effect set forth below only to the extent to which they are enforceable against the Account Originator pursuant to the Receivables Purchase Agreement:

(i) (A) Except (x) as otherwise required by any Requirement of Law or (y) as is deemed by the Account Originator to be necessary in order for it to maintain its credit card business or a program operated by such credit card business on a competitive basis based on a good faith assessment by it of the nature of the competition with respect to such credit card business or such program, the Account Originator shall not at any time reduce the annual percentage rate of the Periodic Finance Charges assessed on the Receivables or take any other action with respect to any of the Accounts if such reduction is not also applied to any comparable segment of credit card accounts owned by the Account Originator which have characteristics the same as or substantially similar to such Accounts that are subject to such change, except as otherwise restricted by an endorsement, sponsorship or other agreement between the Account Originator and an unrelated third party or by the terms of the Account Agreements.

(ii) Subject to compliance with all Requirements of Law and clause (i) above, the Account Originator may affect or permit a change to the terms and provisions of the Account Agreements or the Account Guidelines applicable to the Accounts in any respect (including the calculation of the amount or the timing of charge-offs and other fees to be assessed thereon). Notwithstanding the above, unless required by Requirements of Law or as permitted by clause (i) above, the Account Originator will not take any action with respect to any Account Agreement or such Account Guidelines, which, at the time of

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such action, the Account Originator reasonably believes will have a material adverse effect on the Transferor.

(b) For so long as any outstanding Series exists, the Transferor further covenants that it will not, unless the Rating Agency Condition shall have been satisfied, (i) enter into any amendment to the Receivables Purchase Agreement, other than an amendment (x) to modify, eliminate or add to the provisions of the Receivables Purchase Agreement to facilitate compliance with the FDIC Rule or (y) to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in the Receivables Purchase Agreement, or (ii) enter into a new Receivables Purchase Agreement.

Section 2.10. Reinvestment in Trust Assets. Pursuant to this Agreement, each Receivable shall be transferred to the Trust and pledged by the Trust to secure the Notes on the related Date of Processing.

Section 2.11. Addition of Trust Assets.

(a) Automatic Additional Accounts. Subject to any limitations specified in any Indenture Supplement, Automatic Additional Accounts shall be included as Accounts from and after the date (the “Automatic Addition Date” for such account) on which each of the following conditions is first satisfied with respect to such Automatic Additional Account: (i) such Automatic Additional Account has come into existence, (ii) such date is on or after the Designation Date for the related Approved Portfolio, and (iii) to the extent the related Approved Portfolio Designation includes account eligibility criteria, such Automatic Additional Account satisfies such account eligibility criteria. All Receivables in Automatic Additional Accounts purchased by the Transferor pursuant to the Receivables Purchase Agreement, whether such Receivables are then existing or thereafter created, shall be transferred automatically to the Issuer upon their creation. For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “Eligible Receivable” and “Eligible Account,” and the other criteria specified upon the designation of the applicable program portfolio as an Approved Portfolio. The Transferor may elect at any time to terminate the inclusion in the Accounts of new Accounts that would otherwise be Automatic Additional Accounts as of any Business Day (the “Automatic Addition Termination Date”), or suspend any such inclusion as of any Business Day (an “Automatic Addition Suspension Date”) until a date (the “Restart Date”) to be notified in writing by the Transferor to the Issuer by delivering to the Issuer, the Indenture Trustee, the Servicer and each Rating Agency notice at least three (3) Business Days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an Automatic Addition Termination Date, an Automatic Addition Suspension Date and a Restart Date, the Transferor agrees to record and file, at its own expense, an amendment to the financing statements referred to in Section 2.01 to specify the Accounts then subject to this Agreement (which specification may incorporate a list of Accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any Accounts created after the Automatic Addition Termination Date or the Automatic Addition Suspension Date.

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(b) Required Additions.

(i) If, for any Monthly Period, either (A) the Transferor Amount, as measured in accordance with the definition of “Required Transferor Amount” for such Monthly Period, (B) the aggregate Pool Balance, or (C) the Seller’s Interest Amount, is less than, respectively, the Required Transferor Amount for such Monthly Period or the Required Pool Balance, or the Required Seller’s Interest Amount, then the Transferor shall, on or before the tenth (10th) Business Day following the end of such Monthly Period (the “Required Addition Date”), designate Additional Accounts and transfer to the Trust the Receivables therein (and, if applicable, increase the credit limits on existing Accounts in accordance with this Agreement), in each case in a sufficient amount such that, after giving effect to such designation and transfer as of the Required Addition Date, (x) the Transferor Amount (including any amounts on deposit in the Excess Funding Account) is at least equal to the Required Transferor Amount, (y) the aggregate Pool Balance is at least equal to the Required Pool Balance, and/or (z) the Seller’s Interest Amount is at least equal to the Required Seller’s Interest Amount, in each case only to the extent of the deficiency that gave rise to the foregoing requirement; provided, however, that no such designation or transfer shall be required if, as of the Required Addition Date, the applicable measurement would otherwise be equal to or greater than the Required Transferor Amount, the Required Pool Balance or Required Seller’s Interest Amount, as applicable. For the avoidance of doubt, any designation or transfer pursuant to this Section 2.11(b) shall be effected by delivery of an Officer’s Certificate to the Indenture Trustee (with a copy to the Servicer and the Owner Trustee) identifying the Additional Accounts and the effective date of such designation, and shall be limited to Eligible Accounts and Eligible Receivables and made in a manner that would not reasonably be expected to have an Adverse Effect; and to the extent required by any Indenture Supplement, the Rating Agency Condition shall have been satisfied. In lieu of, or in addition to, designating Additional Accounts, the Transferor may, if permitted by the applicable Indenture Supplement, make a deposit to the Excess Funding Account in an amount sufficient to cure the applicable deficiency as of the Required Addition Date. The failure of the Transferor to so increase the Transferor Amount, the Pool Balance or the Required Seller’s Interest Amount solely as a result of the unavailability to the Transferor, despite commercially reasonable efforts, of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided, that any such failure which has not been timely cured (as specified in the related Indenture Supplement) may nevertheless result in the occurrence of an Early Amortization Event with respect to any Series for which, pursuant to the related Indenture Supplement, a failure by the Transferor to convey additional Trust Assets to the Trust by the day on which it is required to do so pursuant to this Section 2.11(b) constitutes an “Early Amortization Event” (as defined in such Indenture Supplement).

(ii) Any Additional Accounts designated to be included as part of the Trust Assets pursuant to clause (i) above may only be so included if the applicable conditions specified in Section 2.11(d) have been satisfied.

(c) Permitted Additions. In addition to its obligation under Section 2.11(b), the Transferor may, but shall not be obligated to, subject to the conditions specified in Section 2.11(d) below, cause to be designated from time to time Additional Accounts the Receivables in which

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shall be transferred to the Trust as part of the Trust Assets. Such additional Trust Assets shall be transferred to the Trust on the applicable Addition Date.

(d) Conditions to Additions. On each Addition Date such designated Additional Accounts shall become Accounts for purposes of this Agreement subject to the satisfaction of the following conditions:

(i) on or before the third (3rd) Business Day prior to the Addition Date, the Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, the Servicer and each Rating Agency written notice (unless such notice requirement is otherwise waived) that the Receivables in Additional Accounts will be transferred to the Trust; provided, that such notice shall be deemed satisfied upon delivery of the draft Account Assignment described in clause (v) below;

(ii) the Transferor shall represent and warrant that, as of the applicable Cut-Off Date, each Additional Account is an Eligible Account;

(iii) as soon as practicable on or after the Addition Date, the Transferor shall deliver to the Owner Trustee and the Indenture Trustee file-stamped copies of all financing statements (and amendments with respect to such financing statements when applicable) covering the Receivables in such Additional Accounts, if necessary to perfect the interest of the Trust therein;

(iv) as of the Addition Date, no Insolvency Event shall have occurred nor shall the transfer to the Trust of the Receivables arising in the Additional Accounts have been made in contemplation of the occurrence thereof;

(v) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, the Transferor shall have delivered to the Owner Trustee, on behalf of the Trust, the Indenture Trustee and the Servicer a written assignment in substantially the form of Exhibit A-1 (the “Account Assignment”), and the Transferor shall have indicated in its computer files that Receivables created in connection with such Additional Accounts have been transferred to the Trust by including the Securitization Code in the portfolio identifier field of such Additional Accounts and, on or prior to the seventh (7th) Business Day following the Addition Date, shall have delivered to the Owner Trustee, on behalf of the Trust, the Indenture Trustee and the Servicer a supplement to the TA Account Schedule with respect to such Additional Accounts in accordance with Section 2.01(d), which shall be incorporated into and made a part of such Account Assignment;

(vi) the addition to the Trust of the Receivables arising in the Additional Accounts shall not, in the reasonable belief of the Transferor, result in an Adverse Effect;

(vii) the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate of the Transferor, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (iv) and clause (vi) above; and

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(viii) the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel, dated the Addition Date, in accordance with Section 6.02(d).

(e) Additional Approved Portfolios. The Transferor may from time to time designate additional portfolios of accounts (which may include any applicable defining characteristics or other screening criteria) as “Approved Portfolios” if the Rating Agency Condition is satisfied with respect to such designation (except as to any Series or Class that expressly waives this requirement in the applicable Indenture Supplement). The Transferor agrees that, prior to any transfer of Receivables from Automatic Additional Accounts arising in a portfolio that is designated as an Approved Portfolio pursuant to the immediately preceding sentence, the Transferor shall satisfy the following requirements:

(i) on or before the Designation Date, the Transferor shall have delivered to the Issuer (with a copy to the Indenture Trustee) a written designation (including an acceptance by the Issuer) substantially in the form of Exhibit A-2 (with appropriate modifications) (“Approved Portfolio Designation”), and the Account Originator shall have indicated in its computer files that the Receivables created in connection with the Automatic Additional Accounts have been transferred to the Trust by including the Securitization Code in the portfolio identifier field of such Automatic Additional Account; and

(ii) the Transferor shall represent and warrant that (A) each Automatic Additional Account is, as of each applicable Cut-Off Date, an Eligible Account, and each Receivable in such Automatic Additional Account is, as of each applicable Cut-Off Date, an Eligible Receivable, (B) no selection procedures believed by the Transferor to be materially adverse to the interests of the Noteholders were utilized in selecting the new Approved Portfolio, and (C) as of the Designation Date, the Transferor is not insolvent.

The Transferor may change any of the defining characteristics or other screening criteria specified for any Approved Portfolio upon three (3) Business Days’ prior written notice to the Issuer, the Indenture Trustee and the Servicer, so long as such change is not believed by the Transferor to be materially adverse to the interests of the Noteholders.

Section 2.12. Removal of Accounts.

(a) On any day of any Monthly Period, the Transferor shall have the right to require the reassignment to it or its designee of all of the right, title and interest of the Indenture Trustee and the Trust in, to and under the Receivables then existing and thereafter created, all Recoveries related thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein (the “Removed Accounts”) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i) through (v) below:

(i) on or before the tenth (10th) Business Day immediately preceding the date for removal of the Removed Accounts (the “Removal Date”), the Transferor shall have given the Owner Trustee, the Indenture Trustee, the Servicer and each Rating Agency

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notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to the Transferor on the Removal Date; provided, that such notice shall be deemed satisfied upon delivery of the draft reassignment described in clause (b) below;

(ii) on or prior to the seventh (7th) Business Day following the Removal Date, the Transferor shall supplement the TA Account Schedule;

(iii) the Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to clause (ii) above, as of the Removal Date, is true and complete in all material respects;

(iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts; and

(v) the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate of the Transferor, dated the Removal Date, to the effect that the Transferor reasonably believes that (a) such removal of any Receivable of any Removed Account will not result in an Adverse Effect with respect to any Series or Class of Notes and (b) no selection procedures believed by the Transferor to be materially adverse to, or materially beneficial to, the interests of any Noteholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type.

There may be more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts need not be selected at random by the Transferor. Upon each such Removal Date the Transferor shall direct the Servicer to deduct the principal balance of each such Removed Account from the Pool Balance and decrease the Transferor Amount by the principal balance of each such Removed Account.

(b) Upon satisfaction of the above conditions, the Transferor shall direct the Owner Trustee, on behalf of the Trust, to execute and the Indenture Trustee shall execute and deliver to the Transferor a written reassignment in substantially the form of Exhibit B and shall, without further action, sell, transfer, assign, set over and otherwise convey to the Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in, to and under the Receivables arising in the Removed Accounts, all Recoveries related thereto, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof, and the Receivables from the Removed Accounts shall no longer constitute a part of the Trust Assets (it being understood that all Trust-side execution shall be executed by the Owner Trustee, on behalf of the Trust). The Indenture Trustee and the Owner Trustee may conclusively rely on the Officer’s Certificate delivered pursuant to this Section 2.12 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.

(c) In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable (including any related Finance Charge Receivables), the Indenture Trustee and the Trust shall automatically and without further action or consideration transfer, set over and otherwise convey to the Transferor, without recourse, representation or

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warranty, all right, title and interest of the Indenture Trustee and the Trust in, to and under the Defaulted Receivables (including any related Finance Charge Receivables) in such Account, all monies due or to become due, all amounts received or receivable with respect thereto and all proceeds thereof; provided, that Recoveries of such Defaulted Receivables shall be applied as provided in this Agreement and the Servicing Agreement. On the date such Defaulted Receivables are reassigned to the Transferor pursuant to this Section 2.12(c), the Transferor shall update its computer records to reflect such reassignment and shall supplement other servicing records to ensure collections (other than the Recoveries) on such Defaulted Receivables are no longer treated as Trust Assets. The Indenture Trustee shall execute and deliver such instruments of transfer and assignment (including any UCC termination statements), and the Transferor shall direct the Owner Trustee, on behalf of the Trust to execute and deliver such instruments of transfer and assignment (including any UCC termination statements), in each case without recourse, as shall be reasonably requested by the Transferor to vest in the Transferor or its designee all right, title and interest that the Indenture Trustee and the Trust had in, to and under such Defaulted Receivables (including any related Finance Charge Receivables).

(d) The Transferor shall designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.12 without being subject to the restrictions or conditions set forth in Sections 2.12(a)(i), (iv) and (v) above if (i) an affinity agreement, private label credit card agreement, merchant agreement, co-brand credit card agreement or other program (each, a “Brand Partner Program”) that is co-owned, operated or promoted by the Account Originator for the benefit of a third party (each, a “Brand Partner”) terminates in accordance with its terms, or the Accounts must be removed due to other circumstances caused by requirements of a Brand Partner Program in which the right to require such Accounts to be removed is determined by a Brand Partner or its designee (other than the Account Originator, the Transferor or any Affiliate or agent of the Account Originator or the Transferor) and (ii) on or before the tenth (10th) Business Day immediately preceding the Removal Date, the Transferor shall have given the Owner Trustee, the Indenture Trustee, the Servicer and each Rating Agency notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to the Transferor on the Removal Date; provided, that such notice shall be deemed satisfied upon delivery of the draft reassignment set forth in clause (b) above. In the event that the designation of Removed Accounts under this clause (d) would cause the Transferor Amount to be reduced below the Required Transferor Amount or the Pool Balance to be reduced below the Required Pool Balance, the Transferor shall on the second (2^nd) Business Day following such event make a deposit in the Excess Funding Account in immediately available funds in an amount equal to the greater of the amount by which (x) the Transferor Amount would be reduced below the Required Transferor Amount or (y) the Pool Balance would be reduced below the Required Pool Balance. In the event that the designation of Removed Accounts under this clause (d) would cause an Early Amortization Event to occur under any applicable Indenture Supplement, the Transferor shall deposit an amount equal to the sum of the amounts received for the Principal Receivables in such accounts, plus Finance Charge Receivables related to such accounts, into the Collection Account and such funds will be applied as set forth in the applicable Indenture Supplement.

(e) Notwithstanding anything else in this Section 2.12 to the contrary, the Transferor may, but shall not be obligated to, designate from time to time any Inactive Account as a Removed Account; provided, that on or prior to the seventh (7th) Business Day following the

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Removal Date for any Inactive Account, the Transferor shall supplement the TA Account Schedule.

(f) With respect to Accounts removed pursuant to Sections 2.12(a), (b), (d) and (e) on the Removal Date the Transferor agrees to indicate in its computer files that such Account is a Removed Account and, in the case of Sections 2.12(a), (d) and (e), by removing the Securitization Code from the portfolio identifier field of such Account.

Section 2.13. Account Allocations. In the event that the Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, other than by reason of the application of the provisions of Section 4.01, but including any order of any Governmental Authority, then, in any such event, (a) the Transferor agrees (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Receivables but for the Transferor’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables included as part of the Trust Assets on such date transferred to the Trust by the Transferor), (b) the Transferor, and the Servicer under the Servicing Agreement, agree that such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Receivables (and all amounts which would have constituted Receivables but for the Transferor’s inability to transfer Receivables to the Trust) which are written off as uncollectible in accordance with the Servicing Agreement shall continue to be allocated in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, the Transferor shall treat, and the Transferor shall cause the Servicer to treat, the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Receivables held by the Trust as of the date of the occurrence of such event. If the Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, the Transferor agrees and shall direct the Servicer, after the occurrence of such event, that payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement.

Section 2.14. Reclassification of Principal Receivables.

(a) The Transferor shall have the option to designate at any time and from time to time a percentage or percentages, which may be a fixed percentage or a variable percentage based on a formula (the “Discount Option Percentage”), of all Principal Receivables existing in all or any specified portion of the Accounts (“Discount Option Receivables”) to be treated as Finance Charge Receivables on or after the Discount Option Date. On or after such Discount Option Date, the Transferor shall also have the option of increasing, reducing or withdrawing the Discount Option Percentage, at any time and from time to time, without notice to or the consent of any Noteholder. The Transferor shall provide the Servicer, the Owner Trustee, the Indenture Trustee

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and each Rating Agency written notice no later than thirty (30) days prior to the applicable Discount Option Date. Such designation, increase, reduction or withdrawal shall become effective on the Discount Option Date specified in such notice upon satisfaction of the following conditions:

(i) the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate of the Transferor certifying that, in the reasonable belief of the Transferor based on facts known to the Transferor at such time, such designation, increase, reduction or withdrawal will not, at the time of its occurrence, cause an Early Amortization Event or Event of Default with respect to any Series or Class of Notes to occur or an event which, with notice or the lapse of time or both, would constitute an Early Amortization Event or Event of Default with respect to any Series or Class of Notes;

(ii) the Rating Agency Condition shall have been satisfied with respect to such designation, increase, reduction or withdrawal; and

(iii) the Transferor shall have caused an Issuer Tax Opinion to be delivered to the Owner Trustee and the Indenture Trustee.

(b) Following a change in the Discount Option Percentage, the Transferor shall apply the new Discount Option Percentage to all or any specified portion of newly generated and existing Principal Receivables. The Discount Option Percentage currently is 0.00%.

(c) After the Discount Option Date, Discount Option Receivables Collections shall be treated as Finance Charge Collections.

Section 2.15. Credit Risk Retention. For compliance with Regulation RR, the Transferor shall maintain a seller’s interest in the Trust in an amount at least equal to the Required Seller’s Interest Amount through its ownership of the Transferor Interest.

On or after the date compliance with respect to Regulation RR is required, to assist the Transferor’s compliance with the provisions of Regulation RR, the Servicer shall, on the execution date of any Securitization Transaction and on the second (2nd) Business Day following the last day of each Monthly Period thereafter, calculate the Required Seller’s Interest Amount, the Seller’s Interest Amount and such other information as required under Regulation RR as of the last day of such Monthly Period (or such other date as is permitted under Regulation RR). The Transferor shall cause the Required Seller’s Interest Amount, the Seller’s Interest Amount and such other information as is required under Regulation RR so calculated to be included in the Monthly Noteholders’ Statement delivered to Noteholders pursuant to the applicable Indenture Supplement.

Section 2.16. Additional TransferorsSection 1.1. . The Transferor may designate additional or substitute Persons to be included as Transferors under this Agreement by an amendment to this Agreement (which amendment shall be subject to Section 6.01, any applicable restrictions in the Indenture Supplement for any outstanding Series, and satisfaction of the Rating Agency Condition) and in connection with such designation, the initial Transferor shall transfer a portion of the Transferor Interest to such additional Transferor reflecting such additional Transferor’s interest in the Transferor Interest; provided, that prior to any such designation and issuance, the conditions

38

set forth in Section 4.04 of the Trust Agreement shall have been satisfied with respect to a transfer of Transferor Interest.

Section 2.17. Additional Account Originators. The Transferor may designate additional Persons as Account Originators under this Agreement by an amendment to this Agreement (which amendment shall be subject to Section 6.01, satisfaction of the Rating Agency condition, and any applicable restrictions in the Indenture Supplement for any outstanding Series).

[END OF ARTICLE II]

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ARTICLE III

OTHER MATTERS RELATING TO THE TRANSFEROR

Section 3.01. Liability of the Transferor. The Transferor shall be liable for all obligations, covenants, representations and warranties of the Transferor arising under or related to this Agreement. The Transferor shall be liable only to the extent of the obligations specifically undertaken by it in its capacity as the Transferor.

Section 3.02. Merger or Consolidation or Sale of Assets of the Transferor.

(a) The Transferor shall not dissolve, liquidate, enter into a division, change its type of organization, consolidate with or merge into any other Person or convey, transfer or sell its properties and assets substantially as an entirety to any Person (other than the Trust) (in each case, a “Surviving Entity”) unless:

(i) (x) the Surviving Entity is organized and existing under the laws of the United States of America or any state or the District of Columbia, and is a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under the United States Bankruptcy Code or is a special purpose entity whose powers and activities are limited, and shall expressly assume, by an agreement supplemental hereto, executed by the Transferor and the Surviving Entity and delivered to the Issuer and the Indenture Trustee, in form reasonably satisfactory to the Issuer and the Indenture Trustee, the performance of every covenant and obligation of the Transferor hereunder and under the Servicing Agreement or relating to transactions contemplated hereby or thereby and shall benefit from all the rights granted to the Transferor, as applicable hereunder; and (y) the Transferor has delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate of the Transferor and an Opinion of Counsel to the effect that such consolidation, merger, conveyance, transfer or sale and such supplemental agreement comply with this Section 3.02 and that such supplemental agreement is a valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except as such enforceability may be limited by 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);

(ii) all UCC filings, if any, required to perfect or to continue the perfection and priority of the interest of the Trust in the Trust Assets shall have been made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee;

(iii) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (A) under the UCC, the transfer of Receivables by the Surviving Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables by the Surviving Entity to the Trust, (B) the condition specified in clause (ii) above shall have been satisfied, and (C) if the Surviving Entity shall be subject to the FDIA, the transfers of Receivables by such Surviving Entity to the Trust shall be entitled to the protections of the FDIC Rule;

40

(iv) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion; and

(v) for so long as any outstanding Series exists, the Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance, transfer or sale.

(b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case in accordance with the provisions of the foregoing paragraph or Section 3.04.

(c) This Section 3.02 shall not be construed to prohibit or in any way limit the Transferor’s ability to effectuate any consolidation or merger pursuant to which the Transferor would be the Surviving Entity.

Section 3.03. Limitations on Liability of the Transferor. Subject to Section 3.01 and Section 3.06, neither the Transferor nor any of the directors, officers, employees, members, incorporators or agents of the Transferor acting in such capacities shall be under any liability to the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders, the Servicer, or any other Person for any action taken, or for refraining from the taking of any action, in good faith in such capacities pursuant to this Agreement, it being expressly understood that all such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement, the Servicing Agreement, the Indenture and any Indenture Supplement and the issuance of the Notes; provided, however, that this provision shall not protect the Transferor or any director, officer, employee, member, incorporator or agent of the Transferor against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Transferor and any director, officer, employee, member, incorporator or agent of the Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Transferor) respecting any matters arising hereunder.

Section 3.04. Assumption of the Transferor’s Obligations. (a) Notwithstanding the provisions of Section 3.02, the Transferor may assign, convey, transfer or sell all of its right, title and interest in, to and under the Receivables in which it has an interest and/or its interest in the Transferor Interest (collectively, the “Assigned Assets”), together with its obligations under this Agreement or relating to the transactions contemplated hereby or thereby (collectively, the “Assumed Obligations”), to another entity (the “Assuming Entity”) which may be an entity that is not affiliated with the Transferor, and the Transferor may assign, convey and transfer the Assigned Assets and the Assumed Obligations to the Assuming Entity, without the consent or approval of the holders of any Notes, upon satisfaction of the following conditions:

(b) the Assuming Entity, the Transferor, the Issuer and the Indenture Trustee shall have entered into a supplement to this Agreement or an assumption agreement (in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) (either, the “Assumption Agreement”) providing for the Assuming Entity to assume the Assigned Assets and the Assumed Obligations, including the obligation under this Agreement to transfer the Receivables arising under the Accounts and the Receivables arising under any Additional Accounts and any Automatic

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Additional Accounts to the Trust, and the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate of the Transferor and an Opinion of Counsel each stating that such transfer and assumption comply with this Section 3.04, that such Assumption Agreement is a valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except as such enforceability may be limited by 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), and that all conditions precedent herein provided for relating to such transaction have been complied with or waived;

(c) all UCC filings required to perfect or to continue the perfection and priority of the interest of the Trust in the Trust Assets shall have been duly made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee;

(d) (i) if the Assuming Entity shall not be eligible to be a debtor in a case under the United States Bankruptcy Code, the Transferor shall have delivered notice of such transfer and assumption to each Rating Agency or (ii) if the Assuming Entity shall be eligible to be a debtor in a case under the United States Bankruptcy Code, the Transferor shall have delivered notice of such transfer and assumption to the Servicer, the Owner Trustee and the Indenture Trustee, and the Rating Agency Condition shall have been satisfied;

(e) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (i) the transfer of Receivables by the Assuming Entity shall constitute a grant of a security interest in such Receivables by the Assuming Entity to the Issuer, (ii) the condition specified in clause (b) above shall have been satisfied, and (iii) if the Assuming Entity shall be subject to the FDIA, transfers of Receivables by such Assuming Entity to the Issuer shall be entitled to the protections of the FDIC Rule; and

(f) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion.

Upon such transfer to and assumption by the Assuming Entity, the Transferor shall surrender the certificate, if applicable, evidencing its interest in the Transferor Interest to the Note Registrar for registration of transfer and the Note Registrar shall issue a new certificate, if applicable, evidencing the Transferor Interest in the name of the Assuming Entity (or, if applicable, register such Assuming Entity’s uncertificated interest in the Transferor Interest). Notwithstanding such assumption, the Transferor shall continue to be liable for all representations and warranties and covenants made by it and all obligations performed or to be performed by it in its capacity as Transferor prior to such transfer of the Transferor Interest.

Section 3.05. Tax Treatment. Unless otherwise specified in the Indenture or an Indenture Supplement with respect to a particular Series or Class of Notes, the Transferor has entered into this Agreement, and the Notes will be issued, with the intention that, for federal, state and local income and franchise tax purposes, (a) each Series or Class of Notes which are characterized as indebtedness at the time of their issuance will qualify as indebtedness secured by the Trust Assets and (b) the Trust shall not be treated as an association or publicly traded partnership taxable as a corporation. The parties hereto agree that they shall not cause or permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 whereby

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the Trust or any portion thereof would be treated as a corporation for federal income tax purposes. Subject to Section 8.15 of the Indenture, the parties hereto shall treat the Trust as a security arrangement for federal income tax purposes and shall not file any federal income tax returns or obtain any federal employer identification number for the Trust. The provisions of this Agreement shall be construed in furtherance of the foregoing intended tax treatment.

Section 3.06. Indemnity of the Indenture Trustee. The Transferor shall indemnify, defend and hold harmless the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability, expense, damage or claim (including the fees of either in-house counsel or outside counsel) incurred by it in connection with the administration of the Indenture and the performance of the Indenture Trustee’s duties thereunder and under any other Transaction Document whether brought by any party to this Agreement, any party to the Indenture or any third party, including any claim arising from any failure by the Issuer or Transferor to pay when due any sales, excise, transfer or personal taxes relating to the Receivables and including those with respect to enforcement of its right to indemnity hereunder. The Indenture Trustee shall notify the Transferor promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Transferor of a claim for which it has received written notice shall not relieve the Transferor of its obligations hereunder unless such loss, liability or expense could have been avoided with such prompt notification and then only to the extent of such loss, expense or liability which could have been so avoided. The Transferor shall defend any claim against the Indenture Trustee and the Indenture Trustee may have separate counsel and, if it does, the Transferor shall pay the fees and expenses of such counsel. The Transferor will not be liable for any settlement of any claim or action effected without its prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. The Transferor need not reimburse any expense or indemnify against any loss, liability or expense determined by a court of competent jurisdiction to have been caused by the Indenture Trustee through the Indenture Trustee’s own willful misconduct or negligence. This Section 3.06 shall survive the resignation or removal of the Indenture Trustee and the termination of this Agreement.

[END OF ARTICLE III]

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ARTICLE IV

INSOLVENCY EVENTS

Section 4.01. Rights Upon the Occurrence of an Insolvency Event. If the Transferor or holder of the Transferor Interest shall (a) file a petition or commence a Proceeding (i) to take advantage of any Debtor Relief Law or (ii) for the appointment of a trustee, conservator, receiver, liquidator or similar official for or relating to the Transferor or holder of the Transferor Interest or all or substantially all of the Person’s property, (b) consent or fail to object to any such petition or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (c) be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (d) shall make an assignment for the benefit of its creditors, or (e) voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”); then the Transferor shall, on the day any such Insolvency Event occurs, immediately cease to transfer Receivables to the Trust and promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, (i) Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and (ii) Collections in respect of such Receivables, shall continue to be a part of the Trust Assets, and Collections, Interchange and Merchant Discount Fees with respect thereto shall continue to be allocated to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. To the extent that it is not clear to the Transferor whether collections relate to a Receivable that was sold to the Trust or to a receivable that the Transferor has not sold to the Trust, the Transferor agrees that it shall allocate payments on such Accounts in the aggregate with respect to the principal balance of such Accounts first to the oldest principal balance on such Account.

[END OF ARTICLE IV]

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ARTICLE V

TERMINATION

Section 5.01. Termination of Agreement. This Agreement and the respective obligations and responsibilities of the Trust and the Transferor under this Agreement shall terminate on the date on which the Trust is dissolved in accordance with Article IX of the Trust Agreement. Obligations that by their terms expressly survive termination shall continue in full force and effect.

[END OF ARTICLE V]

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ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.01. Amendment.

(a) This Agreement may be amended from time to time by the Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the Noteholders, upon, unless otherwise specified in this Section 6.01, (i) delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion, (ii) satisfaction of the Rating Agency Condition, if applicable, and (iii) delivery to the Indenture Trustee and the Owner Trustee of an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that the Transferor reasonably believes that such amendment will not have an Adverse Effect.

Notwithstanding any other provision of this Section 6.01, this Agreement may be amended from time to time by an instrument signed by the Transferor, the Issuer and the Indenture Trustee to modify, eliminate or add to the provisions of this Agreement to (i) facilitate compliance with the FDIC Rule or changes in laws or regulations applicable to the Transferor, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents or (ii) cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, in each case upon delivery by the Transferor to the Indenture Trustee and the Owner Trustee of (x) an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that (A) the Transferor reasonably believes that such amendment will not have an Adverse Effect or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the Transferor, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, and (y) an Issuer Tax Opinion with respect to such amendment.

In addition, notwithstanding any other provision of this Section 6.01, this Agreement may be amended from time to time by an instrument signed by the Transferor, the Issuer and the Indenture Trustee to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in this Agreement or in any amendment to this Agreement upon delivery by the Transferor to the Indenture Trustee and the Owner Trustee of an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that the Transferor reasonably believes that such amendment will not have an Adverse Effect.

(b) Notwithstanding any other provision of this Section 6.01, this Agreement may also be amended in writing from time to time by the Transferor, the Issuer and the Indenture Trustee, with the consent of Noteholders evidencing more than 66 ²/₃% of the Outstanding Principal Amount of all affected Series or Classes of Notes for which the conditions in clause (a) above have not been satisfied, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the

46

rights of any Noteholders. Prior to the execution of any such amendment or consent pursuant to this Section 6.01(b), the Transferor shall direct the Servicer to furnish notification of the substance of such amendment to each Rating Agency.

(c) It shall not be necessary for the consent of Noteholders under this Section 6.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe in the related Indenture Supplement.

(d) Any Indenture Supplement executed in accordance with the provisions of Article X of the Indenture shall not be considered an amendment of this Agreement for the purposes of this Section 6.01. Any supplemental agreement executed in accordance with the provisions of Section 3.02 or any Assumption Agreement executed in accordance with the provisions of Section 3.04 shall not be considered an amendment to this Agreement for purposes of this Section 6.01. No Account Assignment executed in accordance with Section 2.11 or reassignment executed in accordance with Section 2.12(b) shall be considered an amendment to this Agreement for purposes of this Section 6.01.

(e) The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects in any material respect the rights, duties, benefits, protections, privileges or immunities of the Owner Trustee or the Indenture Trustee, as applicable, under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee and the Indenture Trustee shall be entitled to receive the Opinion of Counsel described in Section 6.02(d).

Section 6.02. Protection of Right, Title and Interest in, to and Under the Trust Assets.

(a) The Transferor shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments to financing statements and any other necessary documents covering the right, title and interest of the Trust and the Indenture Trustee in, to and under the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by the laws of the applicable jurisdiction to fully preserve and protect such right, title and interest. The Transferor shall deliver to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.

(b) Within thirty (30) days after the Transferor makes any change in its name or its type or jurisdiction of organization, the Transferor shall give the Owner Trustee and the Indenture Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the security interest of the Trust in the Trust Assets.

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(c) Each of the Trust and the Indenture Trustee shall give the Transferor prompt notice of any change in its name or any change in its address as shown on any financing statement filed in connection with the transactions contemplated by this Agreement if the address so shown ceases to be an address from which information concerning the Trust Assets can be obtained.

(d) The Transferor shall deliver to the Owner Trustee and the Indenture Trustee (i) upon the execution and delivery of each amendment of this Agreement pursuant to Section 6.01, an Opinion of Counsel to the effect specified in Exhibit C-1; (ii) on each Addition Date with respect to the designation of Additional Accounts to the Trust pursuant to Section 2.11(b) or (c), an Opinion of Counsel substantially in the form of Exhibit C-2; (iii) on or before March 31 of each year, beginning with March 31, 2027, an Opinion of Counsel substantially in the form of Exhibit C-3; and (iv) in connection with the occurrence of any event contemplated in Section 3.02 or Section 3.04, the Opinions of Counsel and the Issuer Tax Opinion specified therein.

Section 6.03. Fees Payable by the Transferor. Notwithstanding anything contained in any other Transaction Document (unless such document specifically refers to this Section 6.03), the Transferor shall pay out of its own funds, without reimbursement, all expenses incurred, fees and disbursements of the Owner Trustee (as such and in its individual capacity), the Administrator, including the monthly Administrator compensation specified in Section 4.3 of the Servicing Agreement, and the Indenture Trustee (including, in each case, the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses relating to the Trust, including the costs of filing UCC continuation statements, the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange, the costs and expenses relating to maintaining Issuer Accounts, and any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust’s assets that are not expressly stated in this Agreement to be payable by the Trust (other than federal, state, local and foreign income and franchise taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust, which shall be paid by the Trust). The Transferor’s obligations pursuant to this Section 6.03 shall not constitute a claim against the Transferor to the extent the Transferor does not have funds sufficient to make payment of such obligations.

Section 6.04. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement will be construed in accordance with and governed by the laws of the State of New York, including Section 5-1401 of the General Obligations Law, 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.

(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 the Issuer or the Indenture Trustee from bringing suit or taking other legal action in any other jurisdiction to realize on the Receivables or any security for the obligations of

48

the Transferor arising hereunder or to enforce a judgment or other court order in favor of the Issuer or the Indenture Trustee. 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 as determined in accordance with Section 6.05, and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mail, proper postage prepaid. Nothing in this Section 6.04(b) shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

(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 and of arbitration, the parties hereto waive all rights 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, or connection with, related to, or incidental to the relationship established among them in connection with this Agreement or the transactions contemplated hereby.

Section 6.05. Notices; Payments.

(a) All demands, notices, instructions, directions and other communications delivered under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by certified mail, return receipt requested, or sent by electronic mail (if applicable):

(i) in the case of Bread Financial Funding, LLC, as the Transferor, to:

Bread Financial Funding, LLC

3095 Loyalty Circle

Columbus, OH 43219

Attn: Treasurer

Phone Number: (484) 840-7754

E-mail: treasury-structuredfinance@breadfinancial.com;

With a copy to:

Bread Financial Funding, LLC

c/o Bread Financial Payments, Inc.

3095 Loyalty Circle

Columbus, OH 43219

Attn: Legal Department

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E-mail: legal-structuredfinance@breadfinancial.com;

(ii) in the case of the Trust or the Owner Trustee, to:

103 Bellevue Parkway, 3rd Floor

Wilmington, DE 19809

Attn: Corporate Trust Administration - Bread Financial Card Issuance

Trust Phone Number: (312) 827-1375

E-mail: Mitchell.Brumwell@BNY.com;

(iii) in the case of the Indenture Trustee, to:

U.S. Bank Trust Company, National Association

190 South LaSalle Street, 7th Floor

Chicago, IL 60603

Attn: Bread Financial Card Issuance Trust

Phone Number: (732) 321-2515

E-mail: mark.esposito@usbank.com; and

(iv) to any other Person as specified in the Indenture; or, as to each party, at such other address or electronic mail address as shall be designated by such party in a written notice to each other party.

(b) Any notice required or permitted to be given to a Holder of Notes that are Registered Notes shall be given in the manner, and to the addresses or contacts, provided in the Indenture (including, to the extent permitted thereby and by applicable law, by first-class mail, electronic transmission, or posting to a password-protected website), and, for Global Notes, in accordance with the procedures of the Depository (including DTC).

Section 6.06. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, illegal or unenforceable, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, and terms of this Agreement and shall in no way affect the validity, legality or enforceability of such remaining covenants, agreements, provisions or terms of this Agreement.

Section 6.07. Further Assurances. The Transferor agrees to undertake and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Trust, the Owner Trustee and the Indenture Trustee more fully to effect the purposes of this Agreement, including, without limitation, (a) the authorization, execution or filing of any financing statements or amendments thereto or equivalent documents relating to the Trust Assets for filing under the provisions of the UCC or other law of any applicable jurisdiction and (b) any actions or instruments to facilitate compliance with the FDIC Rule.

Section 6.08. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Transferor, the Trust, the Owner Trustee, the Indenture Trustee or any Noteholders, any right, remedy, power or privilege hereunder, shall operate as a

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waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 6.09. Counterparts; Electronic Signatures. This Agreement may be executed in two (2) or more counterparts (and by different parties on separate counterparts), each of which shall be deemed an original, and all of which when taken together shall constitute one and the same instrument. The parties hereto agree that “execution,” “signed,” “signature,” and words of like import in this document and any such other documents shall be deemed to include electronic signatures, authentication, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, enforceability or admissibility as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), or the UCC, and the parties hereto hereby waive any objection to the contrary.

Section 6.10. Binding; Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto and the Noteholders and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement, no other Person will have any right or obligation hereunder.

Section 6.11. Actions by Noteholders.

(a) Wherever in this Agreement a provision is made that an action may be taken or a notice, demand or instruction given by Noteholders, such action, notice, demand or instruction may be taken or given by any Noteholder, unless such provision requires a specific percentage of Noteholders.

(b) Any notice, request, demand, authorization, direction, consent, waiver or other act by a Noteholder shall bind such Noteholder and every subsequent Holder of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or omitted to be done by the Owner Trustee, the Indenture Trustee or the Transferor in reliance thereon, whether or not notation of such action is made upon such Note.

Section 6.12. Rule 144A Information. For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Transferor and each of the Trust and the Indenture Trustee agree to cooperate with each other and the Servicer and the Administrator to provide to any Holders of such Series or Class, upon the request of such Noteholder, any information required to be provided to such Holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.

Section 6.13. Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement.

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This Agreement may not be amended, restated, waived or supplemented or otherwise modified from time to time except as provided herein.

Section 6.14. Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 6.15. Limitation on Liability of the Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered on behalf of the Trust by BNY Mellon Trust of Delaware (“BNY”), not individually or personally but solely as Owner Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Trust, is made and intended not as personal representations, undertakings and agreements by BNY but is made and intended for the purpose for binding only, and shall be binding only on, the Trust, (c) nothing herein contained shall be construed as creating any liability on BNY, individually or personally or as Owner Trustee, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) BNY has made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust or any other party in this Agreement, and (e) under no circumstances shall the Owner Trustee or BNY be personally liable for the payment of any indebtedness, indemnities, fees, costs or expenses of the Trust or be liable for the performance, breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents.

Section 6.16. Non-petition Covenant. To the fullest extent permitted by applicable law, (i) the Indenture Trustee, and the Transferor, by entering into this Agreement, and each Noteholder, by accepting a Note, agrees that it will not at any time acquiesce, petition or otherwise invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Issuer under any Debtor Relief Law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Issuer or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer, and (ii) the Indenture Trustee, and the Issuer, by entering into this Agreement, and each Noteholder, by accepting a Note, agrees that it will not at any time acquiesce, petition or otherwise invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Transferor under any Debtor Relief Law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Transferor or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Transferor.

Section 6.17. Force Majeure. In no event shall the Indenture Trustee or the Trust be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, or any Cybersecurity Event; it being understood that the Indenture Trustee and the Trust shall use reasonable efforts

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which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

[END OF ARTICLE VI]

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ARTICLE VII

COMPLIANCE WITH REGULATION AB

Section 7.01. Intent of the Parties; Reasonableness. The Transferor and the Issuer acknowledge and agree that the purpose of this Article VII is to facilitate compliance by the Transferor with the provisions of Regulation AB and related rules and regulations of the Commission. The Transferor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than the Transferor’s compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Transferor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Transferor for information regarding the Indenture Trustee which is required in order to enable the Transferor to comply with the provisions of Items 1103(a)(1), 1104(e), 1109(a), 1109(b), 1111(a)(8), 1117, 1118, 1119, 1121(c) and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement.

Section 7.02. Additional Representations and Warranties of the Indenture Trustee. The Indenture Trustee shall be deemed to represent to the Transferor, as of the date on which information is provided to the Transferor under Section 7.03 that, except as disclosed in writing to the Transferor prior to such date to the best of its knowledge, but without independent investigation: (a) neither the execution, delivery and performance by the Indenture Trustee of this Agreement, the performance by the Indenture Trustee of its obligations under this Agreement nor the consummation of any of the transactions by the Indenture Trustee contemplated thereby, is in violation of any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, which violation would have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Agreement or of any judgment or order applicable to the Indenture Trustee; and (b) there are no proceedings pending or threatened against the Indenture Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Indenture Trustee to enter into this Agreement or to perform its obligations under this Agreement.

Section 7.03. Information to Be Provided by the Indenture Trustee. The Indenture Trustee shall (i) on or before the fifth (5th) Business Day of each month, provide to the Transferor, in writing, such information regarding the Indenture Trustee as is requested for the purpose of compliance with Item 1117 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Transferor, in writing, such updated information.

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The Indenture Trustee, to the extent in its possession, shall provide to the Transferor in a timely manner, any applicable information reasonably requested by the Transferor to enable compliance by the Transferor with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB.

The Indenture Trustee shall (i) on or before March 1st of each calendar year, provide to the Transferor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1103(a)(1), 1109(a), 1109(b), 1118 and 1119 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Transferor, in writing, such updated information. Such information shall include, at a minimum:

(A) the Indenture Trustee’s name and form of organization;

(B) a description of the extent to which the Indenture Trustee has had prior experience serving as an Indenture Trustee for asset-backed securities transactions involving credit card receivables;

(C) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Transferor in writing in advance of such Securitization Transaction:

(1) the sponsor;

(2) any depositor;

(3) the issuing entity;

(4) any servicer;

(5) any trustee;

(6) any originator;

(7) any significant obligor;

(8) any enhancement or support provider;

(9) any asset representations reviewer; and

(10) any other material transaction party.

In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that

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currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

Section 7.04. Report on Assessment of Compliance and Attestation. On or before March 1st, commencing in 2027, the Indenture Trustee shall:

(i) deliver to the Transferor a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Transferor or the Servicer, as applicable, and signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified in Exhibit E or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee;

(ii) deliver to the Transferor a report of a registered public accounting firm reasonably acceptable to the Transferor that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and

(iii) deliver to the Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of the Trust or the Transferor with respect to a Securitization Transaction a certification substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Transferor and the Indenture Trustee.

The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.

Section 7.05. Harmonization With Indenture. Notwithstanding anything to the contrary herein, to the extent of any inconsistency between the Regulation AB provisions (and any related exhibits) of this Agreement and those of the Indenture, the Indenture shall control as to the obligations of the Indenture Trustee. Performance by the Indenture Trustee in accordance with the Indenture’s Regulation AB provisions shall constitute performance of the parallel provisions of this Agreement.

Section 7.06. Compliance With the FDIC Rule.

(a) Purpose. Each of the Transferor and the Issuer acknowledges and agrees that the purpose of this Section 7.06 and Schedule I is to cause the securitizations contemplated by the Transaction Documents to comply with the FDIC Rule and the FDIC Rule Interpretations to the extent applicable.

(b) Incorporation of Schedule I. Schedule I (Requirements of FDIC Rule) is expressly incorporated into this Agreement. The Transferor and the Issuer agree to perform their respective obligations set forth in Schedule I to the extent applicable to each of them.

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(c) Amendments. If the FDIC Rule or the FDIC Rule Interpretations are amended or the FDIC or its staff provides interpretive guidance and, as a result, the Transferor reasonably determines that an amendment to this Agreement or Schedule I is necessary or advisable, then the Transferor and the Issuer shall cooperate in good faith to make such amendment as permitted by Section 6.01. No such amendment shall be made unless the Transferor has delivered to the Indenture Trustee an Officer’s Certificate to the effect that (i) such amendment will not, in the Transferor’s reasonable belief, result in an Early Amortization Event, or (ii) such amendment is required to remain in compliance with the FDIC Rule or any change in law or regulation applicable to the Transferor, the sponsor or the transactions governed by the Transaction Documents.

(d) Notices of Repudiation. In the event that the FDIC, as receiver or conservator, provides a written notice of repudiation contemplated by the FDIC Rule to the Transferor or the Issuer, the receiving party shall promptly deliver such notice to the other party, with a copy to the Indenture Trustee.

[END OF ARTICLE VII]

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IN WITNESS WHEREOF, the Transferor, the Indenture Trustee and the Trust have caused this Agreement to be executed by their respective officers as of the day and year first above written.

BREAD FINANCIAL FUNDING, LLC, as Transferor
By:	/s/ Wai Chung
	Name: Wai Chung
	Title: Treasurer
BREAD FINANCIAL CARD ISSUANCE TRUST
By:	BNY MELLON TRUST OF DELAWARE,
	not in its individual capacity but solely as Owner Trustee on behalf of the Trust
By:	/s/ Dawn Plows
	Name: Dawn Plows
	Title: Associate
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
By:	/s/ Mark Esposito
	Name: Mark Esposito
	Title: Vice President

[SIGNATURE PAGE TO TRANSFER AGREEMENT]

EXHIBIT A-1

FORM OF ASSIGNMENT OF RECEIVABLES IN [INITIAL][ADDITIONAL] ACCOUNTS

INCLUDED IN BREAD FINANCIAL CARD ISSUANCE TRUST

(as required by [Section 2.01][Section 2.11(d)(v)] of the Transfer Agreement)

ASSIGNMENT NO. [___] OF RECEIVABLES IN [INITIAL][ADDITIONAL] ACCOUNTS INCLUDED IN BREAD FINANCIAL CARD ISSUANCE TRUST (this “Assignment”), dated as of [__________],¹ by and between BREAD FINANCIAL FUNDING, LLC, as transferor (the “Transferor”), and BREAD FINANCIAL CARD ISSUANCE TRUST (the “Trust”), as issuer, pursuant to the Transfer Agreement referred to below.

W I T N E S S E T H:

WHEREAS, Bread Financial Funding, LLC, as Transferor and the Trust are parties to the Transfer Agreement, dated as of June 11, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Transfer Agreement”);

WHEREAS, pursuant to the Transfer Agreement, the Transferor wishes to designate [Initial][Additional] Accounts owned by the Account Originator to be included as Accounts and to convey its right, title and interest in, to and under the Receivables of such [Initial][Additional] Accounts, whether existing at the [Initial Transfer Date][Addition Date] or thereafter created, to the Trust pursuant to the Transfer Agreement; and

WHEREAS, the Trust is willing to accept such designation and conveyance subject to the terms and conditions hereof.

NOW, THEREFORE, the Transferor and the Trust hereby agree as follows:

1. Defined Terms. All capitalized terms used herein shall have the meanings ascribed to them in the Transfer Agreement unless otherwise defined herein.

“[Initial Cut-Off Date][Addition Cut-Off Date]” shall mean, with respect to the [Initial][Additional] Accounts, the close of business on [___, ___].

“[Initial Transfer Date][Addition Date]” shall mean [___, ___].

“[Initial][Additional] Accounts” shall mean the [Initial][Additional] Accounts, as defined in the Transfer Agreement, that are designated hereby and listed on the account schedule attached hereto[, which shall constitute the initial TA Account Schedule][, which shall supplement and amend the TA Account Schedule].

¹  To be dated as of the Initial Transfer Date or the applicable Addition Date.

A-1-1

“[Initial][Additional] Trust Assets” shall have the meaning set forth in Section 3(a) hereof.

2. Designation of [Initial][Additional] Accounts. The Transferor hereby designates the [Initial][Additional] Accounts listed on the account schedule attached hereto as [Initial][Additional] Accounts under the Transfer Agreement. [The attached account schedule shall constitute the initial TA Account Schedule for purposes of the Transfer Agreement.][The attached account schedule shall supplement and amend the TA Account Schedule.] The Transferor shall deliver supplements to the TA Account Schedule in accordance with Section 2.1(d) of the Transfer Agreement.

3. Conveyance of Receivables. (a) The Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided in the Transfer Agreement, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Receivables existing at the opening of business on [the Initial Transfer Date][the applicable Addition Date] and thereafter created and arising in the [Initial][Additional] Accounts (including Receivables in any Related Accounts and Transferred Accounts that arise with respect to such [Initial][Additional] Accounts after the [Initial Transfer Date][Addition Date], which Receivables shall be deemed conveyed to the Trust upon their creation without further action), (ii) all Insurance Proceeds, Interchange, Recoveries, and Merchant Discount Fees allocable to such Receivables, (iii) all monies due or to become due with respect to all of the foregoing, (iv) all amounts received with respect to all of the foregoing, and (v) all proceeds thereof (collectively, the “[Initial][Additional] Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee or any Noteholders of any obligation of the Servicer, the Transferor or any other Person in connection with the [Initial][Additional] Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, clearance systems or insurers. Each [Initial][Additional] Account will continue to be owned by the Bank and will not be [an Initial][an Additional] Trust Asset.

(b) The Transferor agrees to file, at its own expense, all financing statements (and amendments to such financing statements when applicable) with respect to the [Initial][Additional] Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection and priority of, the transfer, assignment, set-over or other conveyance of its interest in such [Initial][Additional] Trust Assets to the Trust and to deliver file-stamped copies of each such financing statement or amendment or other evidence of such filing to the Trust and the Indenture Trustee as soon as practicable on or after [the Initial Transfer Date][the Addition Date]. Neither the Trust nor the Indenture Trustee shall be under any obligation whatsoever to file such financing statements or amendments to statements or to make any filing under the UCC in connection with such transfer, assignment, set-over or other conveyance.

(c) The Transferor further agrees, at its own expense, on or prior to the [Initial Transfer Date][Addition Date], to indicate in the appropriate computer files that all Receivables created in connection with the [Initial][Additional] Accounts and the related [Initial][Additional] Trust Assets have been conveyed to the Trust pursuant to the Transfer Agreement and this

A-1-2

Assignment by the Securitization Code in the portfolio identifier field for each such [Initial][Additional] Account.

(d) The parties to this Assignment intend that the conveyance of [Initial][Additional] Trust Assets pursuant to this Assignment constitute an absolute sale, and not a secured borrowing. If, however, notwithstanding the intention of the parties, this Assignment is determined, for any reason, not to be an absolute sale, this Assignment shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trust a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the [Initial][Additional] Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit and letter-of-credit rights consisting of, arising from or related to the [Initial][Additional] Trust Assets, and all proceeds thereof.

4. Acceptance by Trust. The Trust hereby acknowledges its acceptance of all right, title and interest in, to and under the [Initial][Additional] Trust Assets conveyed to the Trust pursuant to Section 3(a) of this Assignment.

5. Representations and Warranties of the Transferor. The Transferor hereby acknowledges on the [Initial Transfer Date][Addition Date] that it makes the representations and warranties in [Section 2.3 and Section 2.4] of the Transfer Agreement with respect to itself and the [Initial][Additional] Accounts.

6. Consent to Execution. Pursuant to Section 6.01 of the Trust Agreement, the Transferor, in its capacity as Transferor and Beneficiary, authorizes and directs the Owner Trustee to execute and deliver this Assignment on behalf of the Trust. The Transferor hereby certifies that (i) it is the sole Beneficiary with the power and authority under the Trust Agreement to direct the Owner Trustee with respect to the foregoing actions, (ii) the foregoing actions are duly authorized pursuant to and in accordance with the Trust Agreement and are not inconsistent with or in violation of the terms of the documents to which the Trust is a party, and (iii) all conditions precedent to the foregoing actions have been satisfied or waived. In addition, the undersigned agrees that all action taken by the Owner Trustee in connection with this Assignment is covered by the fee and indemnification provisions set forth in the Trust Agreement.

7. Ratification of the Transfer Agreement. The Transfer Agreement is hereby ratified, and all references to the “Transfer Agreement,” to “this Agreement” and “herein” shall be deemed from and after the [Initial Transfer Date][Addition Date] to be a reference to the Transfer Agreement as supplemented and amended by this Assignment. Except as expressly amended hereby, all the representations, warranties, terms, covenants and conditions of the Transfer Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and, except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or a consent to noncompliance with any term or provision of the Transfer Agreement.

8. Counterparts. This Assignment may be executed in any number of counterparts (and by different parties on separate counterparts), all of which taken together shall constitute one and the same instrument.

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9. Governing Law. This Assignment will be construed in accordance with and governed by the laws of the State of New York, including Section 5-1401 of the General Obligations Law, 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.

10. Incorporation of Section 6.15 of the Transfer Agreement. The language of Section 6.15 of the Transfer Agreement is incorporated herein by reference.

11. Limitation of Liability of the Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that (a) this Assignment is executed and delivered on behalf of the Trust by BNY Mellon Trust of Delaware (“BNY”), not individually or personally but solely as Owner Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Trust, is made and intended not as personal representations, undertakings and agreements by BNY but is made and intended for the purpose for binding only, and shall be binding only on, the Trust, (c) nothing herein contained shall be construed as creating any liability on BNY, individually or personally or as Owner Trustee, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) BNY has made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust or any other party in this Assignment, and (e) under no circumstances shall the Owner Trustee or BNY be personally liable for the payment of any indebtedness, indemnities, fees, costs or expenses of the Trust or be liable for the performance, breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Trust under this Assignment or any other related documents.

[Remainder of Page Intentionally Left Blank]

A-1-4

IN WITNESS WHEREOF, the Transferor and the Trust have caused this Assignment to be duly executed by their respective officers as of the day and year first above written.

BREAD FINANCIAL FUNDING, LLC, as Transferor
By:
	Name:
	Title:
BREAD FINANCIAL CARD ISSUANCE TRUST
By:	BNY MELLON TRUST OF DELAWARE,
	not in its individual capacity but solely as Owner Trustee on behalf of the Trust
By:
	Name:
	Title:
ACCEPTED AND ACKNOWLEDGED:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
By:
	Name:
	Title:

Account Schedule (to Exhibit A-1)

LIST OF [INITIAL][ADDITIONAL] ACCOUNTS

EXHIBIT A-2

FORM OF DESIGNATION OF APPROVED PORTFOLIOS

[AND AUTOMATIC ADDITIONAL ACCOUNTS]

INCLUDED IN BREAD FINANCIAL CARD ISSUANCE TRUST

(as required by Section 2.11(e)(i) of the Transfer Agreement)

DESIGNATION NO. [___] OF APPROVED PORTFOLIOS [AND AUTOMATIC ADDITIONAL ACCOUNTS] INCLUDED IN BREAD FINANCIAL CARD ISSUANCE TRUST (this “Designation”), dated as of [__________],² by and between BREAD FINANCIAL FUNDING, LLC, as transferor (the “Transferor”), and BREAD FINANCIAL CARD ISSUANCE TRUST (the “Trust”), as issuer, pursuant to the Transfer Agreement referred to below.

W I T N E S S E T H:

WHEREAS, Bread Financial Funding, LLC, as Transferor and the Trust are parties to the Transfer Agreement, dated as of June 11, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Transfer Agreement”);

WHEREAS, pursuant to the Transfer Agreement, the Transferor wishes to designate [an][certain] Additional Approved Portfolio[s]; [and]

[WHEREAS, the Transferor also wishes to designate Automatic Additional Accounts in such Approved Portfolio[s] to be included as Accounts; and]

WHEREAS, the Trust is willing to accept such designation subject to the terms and conditions hereof.

NOW, THEREFORE, the Transferor and the Trust hereby agree as follows:

1. Defined Terms. All capitalized terms used herein shall have the meanings ascribed to them in the Transfer Agreement unless otherwise defined herein.

“Designation Date” shall mean the opening of business on [___________, ____].

[“Specified Account” shall mean any Eligible Account which [     ].]

2. Designation of Approved Portfolios [and Automatic Additional Accounts].

(a) Effective as of the date hereof, the Transferor hereby designates [an] additional Approved Portfolio[s], consisting of any credit card accounts owned from time to time by the Account Originator and included in the Account Originator’s program portfolios for [each of] [LIST OF APPROVED PORTFOLIO(S)], and each of [its][their] respective Affiliates, successors and assigns. For the avoidance of doubt, once a program

²  To be dated as of the applicable Designation Date.

A-2-1

portfolio is designated as an Approved Portfolio, it shall remain an Approved Portfolio notwithstanding a change in the name or rebranding of any Brand Partner associated with the Approved Portfolio. [[Accounts][Specified Accounts] created on or after the Designation Date in such additional Approved Portfolio[s] shall constitute Automatic Additional Accounts, subject to the limitations and conditions specified in Section 2.11 of the Transfer Agreement.]

(b) [If necessary, the Transferor further agrees, at its own expense, to cause the Account Originator to indicate in its computer files that Receivables created in connection with Automatic Additional Accounts in the Approved Portfolio(s) designated hereby have been conveyed to the Trust by including the Securitization Code in the portfolio identifier field for each such Automatic Additional Account.]

(c) [Automatic Additional Accounts arising in the Approved Portfolio(s) designated hereby shall be identified on supplements to the TA Account Schedule in accordance with Section 2.01(d)(ii)(A) of the Transfer Agreement.]

3. Representations and Warranties of the Transferor. The Transferor hereby represents and warrants that (A) no selection procedures believed by the Transferor to be materially adverse to the interests of the Noteholders were utilized in selecting the additional Approved Portfolio[s][, and] (B) as of the Designation Date, the Transferor is not insolvent[, and (C) each Automatic Additional Account is, as of each applicable Cut-Off Date, an Eligible Account, and each Receivable in such Automatic Additional Account is, as of each applicable Cut-Off Date, an Eligible Receivable].

4. Consent to Execution. Pursuant to Section 6.01 of the Trust Agreement, the Transferor, in its capacity as Transferor and Beneficiary, authorizes and directs the Owner Trustee to execute and deliver this Designation on behalf of the Trust. The Transferor hereby certifies that (i) it is the sole Beneficiary with the power and authority under the Trust Agreement to direct the Owner Trustee with respect to the foregoing actions, (ii) the foregoing actions are duly authorized pursuant to and in accordance with the Trust Agreement and are not inconsistent with or in violation of the terms of the documents to which the Trust is a party, and (iii) all conditions precedent to the foregoing actions have been satisfied or waived. In addition, the undersigned agrees that all action taken by the Owner Trustee in connection with this Designation is covered by the fee and indemnification provisions set forth in the Trust Agreement.

5. Ratification of the Transfer Agreement. The Transfer Agreement is hereby ratified, and all references to the “Transfer Agreement,” to “this Agreement” and “herein” shall be deemed from and after the Designation Date to be a reference to the Transfer Agreement as supplemented and amended by this Designation. Except as expressly amended hereby, all the representations, warranties, terms, covenants and conditions of the Transfer Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and, except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or a consent to noncompliance with any term or provision of the Transfer Agreement.

A-2-2

6. Counterparts. This Designation may be executed in any number of counterparts (and by different parties on separate counterparts), all of which taken together shall constitute one and the same instrument.

7. Governing Law. This Designation will be construed in accordance with and governed by the laws of the State of New York, including Section 5-1401 of the General Obligations Law, 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.

8. Incorporation of Section 6.15 of the Transfer Agreement. The language of Section 6.15 of the Transfer Agreement is incorporated herein by reference.

9. Limitation of Liability of the Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that (a) this Designation is executed and delivered on behalf of the Trust by BNY Mellon Trust of Delaware (“BNY”), not individually or personally but solely as Owner Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Trust, is made and intended not as personal representations, undertakings and agreements by BNY but is made and intended for the purpose for binding only, and shall be binding only on, the Trust, (c) nothing herein contained shall be construed as creating any liability on BNY, individually or personally or as Owner Trustee, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) BNY has made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust or any other party in this Designation, and (e) under no circumstances shall the Owner Trustee or BNY be personally liable for the payment of any indebtedness, indemnities, fees, costs or expenses of the Trust or be liable for the performance, breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Trust under this Designation or any other related documents.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Transferor and the Trust have caused this Designation to be duly executed by their respective officers as of the day and year first above written.

BREAD FINANCIAL FUNDING, LLC, as Transferor
By:
	Name:
	Title:
BREAD FINANCIAL CARD ISSUANCE TRUST
By:	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee on behalf of the Trust
By:
	Name:
	Title:
ACCEPTED AND ACKNOWLEDGED:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
By:
	Name:
	Title:

EXHIBIT B

FORM OF REASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS

FROM BREAD FINANCIAL CARD ISSUANCE TRUST

(as required by Section 2.12(b) of the Transfer Agreement)

REASSIGNMENT NO. [___] OF RECEIVABLES FROM BREAD FINANCIAL CARD ISSUANCE TRUST (this “Reassignment”), dated as of [___________],³ by and among BREAD FINANCIAL FUNDING, LLC, as transferor (the “Transferor”), BREAD FINANCIAL CARD ISSUANCE TRUST (the “Trust”), as issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”) pursuant to the Transfer Agreement referred to below.

W I T N E S S E T H:

WHEREAS, Bread Financial Funding, LLC, as Transferor and the Trust are parties to the Transfer Agreement, dated as of June 11, 2026 (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Transfer Agreement”);

WHEREAS, pursuant to the Transfer Agreement, the Transferor wishes to remove from the Trust all Receivables in certain designated Accounts (the “Removed Accounts”) and to cause the Trust to reassign the Receivables of such Removed Accounts, whether now existing or hereafter created, from the Trust to the Transferor; and

WHEREAS, the Trust and the Indenture Trustee are willing to accept such designation and to reconvey the Receivables in the Removed Accounts subject to the terms and conditions hereof.

NOW, THEREFORE, the Trust, the Indenture Trustee and the Transferor hereby agree as follows:

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

“Removal Date” shall mean, with respect to the Removed Accounts, [________, ____].

“Removed Accounts” shall mean the Removed Accounts, as defined in the Transfer Agreement, that are designated hereby and listed on the supplement to the TA Account Schedule attached hereto.

2. Designation of Removed Accounts. On or prior to the seventh (7th) Business Day following the Removal Date, the Transferor shall deliver or cause to be delivered to the Trust and the Indenture Trustee a supplement to the TA Account Schedule, specifying for each such Removed Account as of the Removal Date, its account number and the aggregate amount of

³  To be dated as of the Removal Date.

B-1

Receivables in such Removed Account. Such supplement to the TA Account Schedule shall be marked as an account schedule to this Reassignment, is hereby incorporated into and made part of this Reassignment, and shall supplement the TA Account Schedule delivered pursuant to the Transfer Agreement.

3. Conveyance of Receivables. (a) The Trust and the Indenture Trustee do hereby sell, transfer, assign, set over and otherwise convey to the Transferor, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust and the Indenture Trustee in, to and under the Receivables arising in the Removed Accounts, all Recoveries related thereto, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof (collectively, the “Removed Trust Assets”).

(b) In connection with such reassignment, the Trust and the Indenture Trustee agree to execute and deliver to the Transferor, on or prior to the date this Reassignment is delivered, applicable termination statements prepared by the Trust with respect to the Removed Trust Assets evidencing the release by the Trust and the Indenture Trustee of its security interest in the Receivables in the Removed Accounts, and meeting the requirements of applicable state law, in such manner and such jurisdictions as necessary to terminate such interest.

(c) The Transferor shall, at its own expense, on the Removal Date, indicate in the appropriate computer files that all Receivables reassigned in connection with the Removed Accounts and the related Removed Trust Assets have been conveyed to the Transferor pursuant to this Reassignment [by removing the Securitization Code from the portfolio identifier field for such Removed Account].

4. Representations and Warranties. The Transferor hereby represents and warrants to the Issuer, the Owner Trustee and the Indenture Trustee as of the Removal Date:

(a) Legal, Valid and Binding Obligation. This Reassignment constitutes a legal, valid and binding obligation of the Transferor enforceable against the Transferor, in accordance with its terms, except as such enforceability may be limited by 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) List of Removed Accounts. The list of Removed Accounts delivered pursuant to Section 2.12(a)(ii) of the Transfer Agreement, as of the Removal Date, is true and complete in all material respects; and

5. Consent to Execution. Pursuant to Section 6.01 of the Trust Agreement, the Transferor, in its capacity as Transferor and Beneficiary, authorizes and directs the Owner Trustee to execute and deliver this Reassignment on behalf of the Trust. The Transferor hereby certifies that (i) it is the sole Beneficiary with the power and authority under the Trust Agreement to direct the Owner Trustee with respect to the foregoing actions, (ii) the foregoing actions are duly authorized pursuant to and in accordance with the Trust Agreement and are not inconsistent with or in violation of the terms of the documents to which the Trust is a party, and (iii) all conditions precedent to the foregoing actions have been satisfied or waived. In addition, the undersigned

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agrees that all action taken by the Owner Trustee in connection with this Reassignment is covered by the fee and indemnification provisions set forth in the Trust Agreement.

6. Ratification of the Transfer Agreement. The Transfer Agreement is hereby ratified, and all references to the “Transfer Agreement,” to “this Agreement” and “herein” shall be deemed from and after the Removal Date to be a reference to the Transfer Agreement as supplemented and amended by this Reassignment. Except as expressly amended hereby, all the representations, warranties, terms, covenants and conditions of the Transfer Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and, except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or a consent to noncompliance with any term or provision of the Transfer Agreement.

7. Counterparts. This Reassignment may be executed in any number of counterparts (and by different parties on separate counterparts), all of which taken together shall constitute one and the same instrument.

8. Governing Law. This Reassignment will be construed in accordance with and governed by the laws of the State of New York, including Section 5-1401 of the General Obligations Law, 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.

9. Incorporation of Section 6.15 of the Transfer Agreement. The language of Section 6.15 of the Transfer Agreement is incorporated herein by reference.

10. Limitation of Liability of the Owner Trustee. The parties hereto are put on notice and hereby acknowledge and agree that (a) this Reassignment is executed and delivered on behalf of the Trust by BNY Mellon Trust of Delaware (“BNY”), not individually or personally but solely as Owner Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Trust, is made and intended not as personal representations, undertakings and agreements by BNY but is made and intended for the purpose for binding only, and shall be binding only on, the Trust, (c) nothing herein contained shall be construed as creating any liability on BNY, individually or personally or as Owner Trustee, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) BNY has made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust or any other party in this Reassignment, and (e) under no circumstances shall the Owner Trustee or BNY be personally liable for the payment of any indebtedness, indemnities, fees, costs or expenses of the Trust or be liable for the performance, breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Trust under this Reassignment or any other related documents.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Trust, the Indenture Trustee and the Transferor have caused this Reassignment to be duly executed by their respective officers as of the day and year first above written.

BREAD FINANCIAL CARD ISSUANCE TRUST
By:	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee on behalf of the Trust
By:
	Name:
	Title:
BREAD FINANCIAL FUNDING, LLC, as Transferor
By:
	Name:
	Title:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
By:
	Name:
	Title:

[SIGNATURE PAGE TO REASSIGNMENT]

Account Schedule (to Exhibit B)

REMOVED ACCOUNTS

EXHIBIT C-1

FORM OF OPINION OF COUNSEL

WITH RESPECT TO AMENDMENTS

Provisions to be included in

Opinion of Counsel to be delivered pursuant

to Section 6.02(d)(i)

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the Opinions of Counsel delivered on any applicable amendment date.

(i) The amendment to the Transfer Agreement attached as an exhibit to the opinion (the “Amendment”) has been duly authorized, executed and delivered by the Transferor and constitutes the legal, valid and binding agreement of the Transferor, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and except as such enforceability may be limited to general principles of equity (whether considered in a suit at law or in equity).

(ii) The Amendment has been entered into in accordance with the terms and provisions of Section 6.1 of the Transfer Agreement.

C-1-1

EXHIBIT C-2

FORM OF OPINION OF COUNSEL

WITH RESPECT TO ADDITIONAL ACCOUNTS

Provisions to be included in

Opinion of Counsel to be

delivered pursuant to

Section 6.02(d)(ii) or (iv)

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the Opinions of Counsel delivered on any applicable Issuance Date.

1. The Assignment (as defined in the Transfer Agreement) creates in favor of the Trust a security interest in the rights of the Transferor in the Receivables arising in the Additional Accounts identified in the account schedule to the Assignment and the identifiable proceeds thereof (the “Collateral”).

2. The financing statement to be filed in connection with the Collateral (the “Financing Statement”) is in sufficient form for filing with the Office of the Secretary of State of the State of Delaware (the “State Office”) under the Delaware UCC with respect to the portion of the Collateral as to which a security interest can be perfected by filing a financing statement in the State Office under the Delaware UCC (the “Filing Collateral”), and upon the proper filing of the Financing Statement in the State Office pursuant to the provisions of the Delaware UCC, the security interest of the Trust in the Filing Collateral will be perfected.

3. Under the Delaware UCC, the State Office is the proper place in which to file a financing statement to perfect a security interest in the Collateral. The Delaware UCC search obtained from the State Office with respect to filings with the State Office through [DATE] (the “Effective Time”) (i) identifies the Financing Statement as a presently effective financing statement filed in the State Office as of the Effective Time, and (ii) does not identify any other presently effective financing statement that covers the Collateral.

C-2-1

EXHIBIT C-3

FORM OF ANNUAL OPINION OF COUNSEL

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the Opinions of Counsel delivered on any applicable Issuance Date. Unless otherwise indicated, all capitalized terms used herein shall have the meanings ascribed to them in the Transfer Agreement and in the Assignment.

1. The security interest of the Trust in the rights of the Transferor in the Receivables identified in the TA Account Schedule (including any supplement thereto) delivered pursuant to the Transfer Agreement and the identifiable proceeds thereof (the “Collateral”) is perfected in that portion of the Collateral as to which a security interest can be perfected by filing a financing statement in the Office of the Secretary of State of the State of Delaware (the “State Office”) under the Delaware UCC (the “Filing Collateral”) as of the date hereof.

2. The Delaware UCC search obtained from the State Office with respect to filings with the State Office through [DATE] (the “Effective Time”) (i) identifies the Financing Statement as a presently effective financing statement filed in the State Office as of the Effective Time, and (ii) does not identify any other presently effective financing statement that covers the Collateral.

C-3-1

EXHIBIT D

FORM OF ANNUAL CERTIFICATION

Re: The Transfer Agreement, dated as of June 11, 2026 (the “Agreement”), by and between Bread Financial Funding, LLC, as transferor, and Bread Financial Card Issuance Trust, as issuer.

I, ________________________________, the _______________________ of U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (the “Company”), certify to the Transferor, and its officers, with the knowledge and intent that they will rely upon this certification, that:

(1) I have reviewed the report on assessment of the Company’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), and the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), that were delivered by the Company to the Transferor pursuant to the Agreement (collectively, the “Company Information”);

(2) To the best of my knowledge, the Company Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Information;

(3) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been provided to the Transferor; and

(4) To the best of my knowledge, except as disclosed in the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations in all material respects under the Agreement.

Date:
By:
	Name:
	Title:

D-1

EXHIBIT E

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Indenture Trustee shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”:

Servicing Criteria		Applicable Servicing Criteria for Indenture Trustee	Non/Applicable Servicing Criteria
Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	☒1
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	☒
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the credit card accounts or accounts are maintained.		☒
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	☒1
1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	☒1
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	☒2
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	☒
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	☒1
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	☒
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	☒
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	☒1
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days	☒1

E-1

Servicing Criteria		Applicable Servicing Criteria for Indenture Trustee	Non/Applicable Servicing Criteria
Reference	Criteria
	after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of credit card accounts serviced by the Servicer.	☒1
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	☒
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	☒
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	☒
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on credit card accounts is maintained as required by the transaction agreements or related pool asset documents.		☒
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements		☒
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	☒1
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.		☒
1122(d)(4)(v)	The Servicer’s records regarding the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.		☒
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.		☒
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.		☒
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period an account is delinquent in accordance with the transaction		☒

E-2

Servicing Criteria		Applicable Servicing Criteria for Indenture Trustee	Non/Applicable Servicing Criteria
Reference	Criteria
	agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for accounts with variable rates are computed based on the related account documents.		☒
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.		☒
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.		☒
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.		☒
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the Servicer, or such other number of days specified in the transaction agreements.		☒
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.		☒
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	☒1

¹  Applicable servicing criteria for purposes of the U.S. Bank Trust Company, National Association servicing platform, but inapplicable for purposes of Bread Financial Credit Issuance Trust.

²  Solely with regard to deposits made by the Indenture Trustee.

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
Date:
By:
	Name:
	Title:

E-3

TA ACCOUNT SCHEDULE

List of Accounts

[Delivered to the Trust and the Indenture Trustee]

SCHEDULE I

REQUIREMENTS OF FDIC RULE

As required by the FDIC Rule:

(a) Definitions. As used in this Schedule: (i) “sponsor” means Comenity Capital Bank (or any successor insured depository institution designated as sponsor for purposes of the FDIC Rule); (ii) “Issuer” means, collectively, the Transferor, the Trust and each other transferee of the Trust Assets that is an “issuer” as defined in the FDIC Rule; (iii) “servicer” means the Servicer and each other “servicer” of the financial assets within the meaning of the FDIC Rule; (iv) “obligations” or “securitization obligations” mean the Notes; and (v) “financial assets” and “securitized financial assets” mean the Trust Assets.

(b) Payment of principal and interest on the securitization obligations must be primarily based on the performance of financial assets that are transferred to the Issuer and, except for interest rate or currency mismatches between the financial assets and the obligations, shall not be contingent on market or credit events that are independent of such financial assets.

(c) Offering Document Disclosures. (i) The Issuer shall ensure that, prior to the sale of the obligations, the offering documents provide, to the extent applicable and in accordance with the FDIC Rule, disclosure regarding the credit quality and performance of the financial assets, including the information required by the FDIC Rule and any applicable FDIC staff interpretations. In the case of an issuance of obligations that is subject to 17 CFR part 229, subpart 229.1100 (Regulation AB of the Securities and Exchange Commission (Regulation AB)), the documents shall require that, 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. The documents shall require that 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. Information that is unknown or not available to the sponsor or the Trust after reasonable investigation may be omitted if the Issuer 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.

Sch 1-1

(iii) While obligations are outstanding, the Issuer 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.

(iv) The nature and amount of compensation paid to the originator, sponsor, rating agency or third-party advisor, any 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. The 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.

(d) Other FDIC Rule Requirements. The Issuer shall (to the extent applicable to the Issuer) comply in all material respects with the FDIC Rule Requirements with respect to, among other matters, documentation and disclosure of representations and warranties and related repurchase obligations, investor reporting, servicing standards, and the treatment of modifications, substitutions and removals.

Sch 1-2

EX-4.3

Exhibit 4.3

Execution Version

BREAD FINANCIAL CARD ISSUANCE TRUST

as Issuer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Indenture Trustee and Paying Agent

and

U.S. BANK NATIONAL ASSOCIATION

as Securities Intermediary

INDENTURE

Dated as of June 11, 2026

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01	Definitions		4
Section 1.02	Compliance Certificates and Opinions		21
Section 1.03	Form of Documents Delivered to Indenture Trustee		22
Section 1.04	Acts of Noteholders		22
Section 1.05	Notices, etc. to Indenture Trustee and Issuer		24
Section 1.06	Notices to Noteholders, Waiver		24
Section 1.07	Conflict with Trust Indenture Act		25
Section 1.08	Effect of Headings and Table of Contents		25
Section 1.09	Successors and Assigns		25
Section 1.10	Severability of Provisions		25
Section 1.11	Benefits of Indenture		25
Section 1.12	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial		25
Section 1.13	Counterparts; Electronic Signatures		26
Section 1.14	Indenture Referred to in the Trust Agreement		26
Section 1.15	Legal Holidays		26
ARTICLE II
COLLATERAL
Section 2.01	Recording, Etc.		28
Section 2.02	Trust Indenture Act Requirements		29
Section 2.03	Suits To Protect the Collateral		29
Section 2.04	Purchaser Protected		30
Section 2.05	Powers Exercisable by Receiver or Indenture Trustee		30
Section 2.06	Determinations Relating to Collateral		30
Section 2.07	Release of all Collateral		30
Section 2.08	Certain Actions by Indenture Trustee		31
Section 2.09	Opinions as to Collateral		31
Section 2.10	Certain Commercial Law Representations and Warranties		31

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TABLE OF CONTENTS

(continued)

		Page
Section 2.11	Securities Intermediary		32
Section 2.12	Eligible Investments that are Deposit Accounts		34
ARTICLE III
NOTE FORMS
Section 3.01	Forms Generally		36
Section 3.02	Forms of Notes		36
Section 3.03	Form of Indenture Trustee’s Certificate of Authentication		36
Section 3.04	Global Notes; Book-Entry Only System; Registered Form		36
Section 3.05	Beneficial Ownership of Global Notes		38
Section 3.06	Notices to Depository		38
Section 3.07	CUSIP Numbers		38
ARTICLE IV
THE NOTES
Section 4.01	General Title; General Limitations; Issuable in Series; Terms of a Series or Class of Notes		39
Section 4.02	Denominations		41
Section 4.03	Execution, Authentication and Delivery and Dating		41
Section 4.04	Registration, Transfer and Exchange		42
Section 4.05	Mutilated, Destroyed, Lost and Stolen Notes		45
Section 4.06	Payment of Interest; Interest Rights Preserved; Withholding Taxes		46
Section 4.07	Persons Deemed Owners		46
Section 4.08	Cancellation		46
Section 4.09	New Issuances of Notes		46
Section 4.10	Groups		48
ARTICLE V
ISSUER ACCOUNTS; INVESTMENTS; ALLOCATIONS
Section 5.01	Collections		49
Section 5.02	Issuer Accounts; Distributions from Issuer Accounts		49
Section 5.03	Investment of Funds in the Issuer Accounts		50

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(continued)

		Page
Section 5.04	Allocations of Finance Charge Collections; Allocation of Default Amount		51
Section 5.05	Allocations of Principal Collections		52
Section 5.06	Allocations of the Servicing Fee		52
Section 5.07	Allocations of Amounts to the Excess Funding Account and Allocations of Amounts on Deposit in the Excess Funding Account		53
ARTICLE VI
SATISFACTION AND DISCHARGE; CANCELLATION OF NOTES
HELD BY THE ISSUER OR THE TRANSFEROR
Section 6.01	Satisfaction and Discharge of Indenture		55
Section 6.02	Application of Trust Money		55
Section 6.03	Cancellation of Notes Held by the Issuer or the Transferor		56
Section 6.04	Defeasance		56
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.01	Events of Default		60
Section 7.02	Acceleration of Maturity; Rescission and Annulment		61
Section 7.03	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee		62
Section 7.04	Indenture Trustee May File Proofs of Claim		63
Section 7.05	Indenture Trustee May Enforce Claims Without Possession of Notes		63
Section 7.06	Application of Money Collected		63
Section 7.07	Indenture Trustee May Elect to Hold the Collateral		64
Section 7.08	Sale of Collateral for Accelerated Notes		64
Section 7.09	Limitation on Suits		64
Section 7.10	Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse		65
Section 7.11	Restoration of Rights and Remedies		65
Section 7.12	Rights and Remedies Cumulative		65
Section 7.13	Delay or Omission Not Waiver		65

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(continued)

		Page
Section 7.14	Control by Noteholders		66
Section 7.15	Waiver of Past Defaults		66
Section 7.16	Undertaking for Costs		66
Section 7.17	Waiver of Stay or Extension Laws		66
ARTICLE VIII
THE INDENTURE TRUSTEE
Section 8.01	Certain Duties and Responsibilities		68
Section 8.02	Notice of Defaults		69
Section 8.03	Certain Rights of Indenture Trustee		69
Section 8.04	Not Responsible for Recitals or Issuance of Notes		71
Section 8.05	May Hold Notes		71
Section 8.06	Money Held in Trust		71
Section 8.07	Compensation and Reimbursement; Limit on Compensation Reimbursement and Indemnity		71
Section 8.08	Disqualification; Conflicting Interests		72
Section 8.09	Corporate Indenture Trustee Required; Eligibility		72
Section 8.10	Resignation and Removal; Appointment of Successor		72
Section 8.11	Acceptance of Appointment by Successor		74
Section 8.12	Merger, Conversion, Consolidation or Succession to Business		75
Section 8.13	Preferential Collection of Claims Against Issuer		75
Section 8.14	Appointment of Authenticating Agent		75
Section 8.15	Tax Returns		77
Section 8.16	Representations and Covenants of the Indenture Trustee		77
Section 8.17	Appointment of Co-Trustee or Separate Indenture Trustee		77
Section 8.18	Certain Securities Laws Covenants		78
ARTICLE IX
LISTS, REPORTS BY INDENTURE
TRUSTEE, ISSUER AND BENEFICIARY
Section 9.01	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders		79

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TABLE OF CONTENTS

(continued)

		Page
Section 9.02	Preservation of Information; Communications to Noteholders		79
Section 9.03	Reports by Indenture Trustee		80
Section 9.04	Reports by Issuer to the Commission		81
Section 9.05	Monthly Noteholders’ Statement		82
ARTICLE X
INDENTURE SUPPLEMENTS; AMENDMENTS TO THE
TRUST AGREEMENT
Section 10.01	Supplemental Indentures and Amendments Without Consent of Noteholders		83
Section 10.02	Supplemental Indentures with Consent of Noteholders		85
Section 10.03	Execution of Amendments and Indenture Supplements		86
Section 10.04	Effect of Amendments and Indenture Supplements		86
Section 10.05	Conformity with Trust Indenture Act		87
Section 10.06	Reference in Notes to Indenture Supplements		87
Section 10.07	Amendments to the Trust Agreement		87
ARTICLE XI
REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER
Section 11.01	Payment of Principal and Interest		88
Section 11.02	Maintenance of Office or Agency		88
Section 11.03	Money for Note Payments to be Held in Trust		88
Section 11.04	Statement as to Compliance		90
Section 11.05	Legal Existence		90
Section 11.06	Further Instruments and Acts		90
Section 11.07	Compliance with Laws		90
Section 11.08	Notice of Events of Default		91
Section 11.09	Certain Negative Covenants		91
Section 11.10	No Other Business		91
Section 11.11	Rule 144A Information		91
Section 11.12	Performance of Obligations		91
Section 11.13	Issuer May Consolidate, Etc., Only on Certain Terms		92

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(continued)

		Page
Section 11.14	Successor Substituted		93
Section 11.15	Guarantees, Loans, Advances and Other Liabilities		94
Section 11.16	Capital Expenditures		94
Section 11.17	Restricted Payments		94
Section 11.18	No Borrowing		94
Section 11.19	Ordinary Course		94
ARTICLE XII
EARLY AMORTIZATION OF NOTES
Section 12.01	Applicability of Article		95
Section 12.02	Optional Repurchase		96
Section 12.03	Notice		97
ARTICLE XIII
MISCELLANEOUS
Section 13.01	No Petition		98
Section 13.02	Trust Obligations		98
Section 13.03	Limitations on Liability		98
Section 13.04	Tax Treatment		98
Section 13.05	Actions Taken by the Issuer		99
Section 13.06	[Reserved]		99
Section 13.07	Termination of Issuer		99
Section 13.08	Final Distribution		99
Section 13.09	Termination Distributions		100
Section 13.10	[Reserved]		100
Section 13.11	Notices		100
Section 13.12	Force Majeure		101
ARTICLE XIV
COMPLIANCE WITH REGULATION AB
Section 14.01	Intent of the Parties; Reasonableness		102
Section 14.02	Additional Representations and Warranties of the Indenture Trustee		102

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(continued)

		Page
Section 14.03	Information to Be Provided by the Indenture Trustee		102
Section 14.04	Report on Assessment of Compliance and Attestation		104
Section 14.05	Investor Communication		104
Section 14.06	Dispute Resolution		105
Section 14.07	Asset Representations Review		106
ARTICLE XV
COMPLIANCE WITH THE FDIC RULE
Section 15.01	Purpose		108
Section 15.02	Performance of the FDIC Rule Requirements		108
Section 15.03	Actions upon Repudiation		108
Section 15.04	Notice		108
Section 15.05	Reservation of Rights		109
Section 15.06	No Obligation to Monitor or Enforce Compliance		109

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EXHIBITS

EXHIBIT A	FORM OF INVESTMENT LETTER
EXHIBIT B	FORM OF ANNUAL CERTIFICATION
EXHIBIT C	SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
SCHEDULE
SCHEDULE I	REQUIREMENTS OF FDIC RULE

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RECONCILIATION AND TIE BETWEEN TRUST INDENTURE

ACT OF 1939 AND INDENTURE PROVISIONS^*

Trust Indenture Act Section	Indenture Section
310(a)(1)	8.09
(a)(2)	8.09
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(a)(5)	8.09
(b)	8.08, 8.10(d)(i)
(c)	Not Applicable
311(a)	8.13
(b)	8.13
(c)	Not Applicable
312(a)	9.01, 9.02(a)
(b)	9.02(b)
(c)	9.02(c)
313(a)	9.03(a)
(b)	9.03(c)
(c)	9.03(c)
(d)	9.03(d)
314(a)	9.04, 11.04
(b)	1.02; 1.03; 2.01
(c)(1)	1.02; 1.03; 6.01(c)
(c)(2)	1.02; 1.03; 6.01(c)
(c)(3)	1.02; 1.03; 6.01(c)
(d)(1)	2.02; 2.07
(d)(2)	Not Applicable
(d)(3)	Not Applicable
(e)	2.02
(f)	1.02; 11.04
315(a)	8.01(a); 8.01(b)
(b)	8.02
(c)	8.01(c)
(d)	8.01(d); 8.01(e); 8.03
(e)	7.16
316(a)(1)(A)	7.14
316(a)(1)(B)	7.15
316(a)(2)	Not Applicable
316(b)	7.10
317(a)(1)	7.03; 7.05
317(a)(2)	7.04
317(b)	7.06

^*  This reconciliation and tie shall not, for any purpose, be part of the within Indenture.

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318(a)	1.07
318(c)	1.07

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INDENTURE, dated as of June 11, 2026, by and between BREAD FINANCIAL CARD ISSUANCE TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office in care of the Owner Trustee at 103 Bellevue Parkway, 3rd Floor, Wilmington, DE 19809, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Securities Intermediary (the “Securities Intermediary”).

RECITALS OF THE ISSUER

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its asset backed notes (the “Notes”) in one or more Series or Classes, as provided in this Indenture and any related Indenture Supplement.

The Issuer, through this Indenture, has provided for the grant of the Security Interest in the Collateral to the Indenture Trustee for the benefit and security of the Noteholders and the Indenture Trustee, to the extent and as provided herein.

The Indenture Trustee acknowledges and accepts the grant of the Security Interest and agrees to perform its duties as provided herein, and the Securities Intermediary acknowledges and accepts its appointment and agrees to perform its duties as provided herein.

All things necessary to make this Indenture a valid and legally binding agreement of the Issuer, in accordance with its terms, and to make the Notes, when executed by the Issuer and authenticated and delivered as provided herein, valid obligations of the Issuer, have been done.

GRANTING CLAUSE

The Issuer hereby grants to the Indenture Trustee, for the benefit and security of the Noteholders and the Indenture Trustee, in its individual capacity, a first priority security interest in all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the following:

(i) (A) the Receivables existing at the opening of business on the Initial Transfer Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and thereafter created from time to time in such Accounts until the earlier of either (x) the removal of such Accounts pursuant to Section 2.12 of the Transfer Agreement or (y) the termination of the Issuer, (B) the Receivables existing at the opening of business on each applicable Addition Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and thereafter created from time to time in the Accounts until the earlier of either (x) the removal of such Accounts pursuant to Section 2.12 of the Transfer Agreement or (y) the termination of the Issuer, and (C) the Interchange, Insurance Proceeds, Recoveries, and Merchant Discount Fees allocable to the Issuer as provided in the Transfer Agreement and the Servicing Agreement;

(ii) the Excess Funding Account;

(iii) the Collection Account;

(iv) each Supplemental Issuer Account;

(v) all Eligible Investments and all investment property, money and other property on deposit in, credited to, or held in the Collection Account, the Excess Funding Account or any Supplemental Issuer Account;

(vi) all rights, benefits and powers under the Transfer Agreement and the Servicing Agreement;

(vii) all present and future claims, demands, causes of and choses in action in respect of any of the foregoing and all interest, principal, payments and distributions of any nature or type on any of the foregoing;

(viii) all accounts, general intangibles, chattel paper, instruments, documents, goods, money, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from, or relating to any of the foregoing;

(ix) all monies due or to become due with respect to all of the foregoing;

(x) all amounts received with respect to all of the foregoing; and

(xi) all proceeds of the foregoing;

in each case, excluding all amounts distributable to the Holders of the Transferor Interest pursuant to the terms of any Transaction Document.

The property described in the preceding sentence is collectively referred to as the “Collateral.” The Security Interest in the Collateral is granted to secure the Notes (and the related obligations under this Indenture), equally and ratably without prejudice, priority or distinction between any Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in this Indenture or in the Indenture Supplement which establishes any Series or Class of Notes, and to secure (i) the payment of all amounts due on such Notes in accordance with their terms, (ii) the payment of all other sums payable by the Issuer under this Indenture or any Indenture Supplement relating to the Notes and (iii) compliance by the Issuer with the provisions of this Indenture or any Indenture Supplement relating to the Notes. This Indenture, as may be supplemented, is a security agreement within the meaning of the UCC.

The Indenture Trustee acknowledges the grant of such Security Interest, and accepts the Collateral in trust hereunder in accordance with the provisions hereof and agrees to perform its duties as set forth herein for the benefit and security of the Noteholders.

The Notes and other obligations under this Indenture and any Indenture Supplement relating to the Notes will benefit from the Security Interest to the extent (and only to the extent)

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proceeds of and distributions on the Collateral are allocated for their benefit pursuant to the Indenture and the applicable Indenture Supplement.

AGREEMENTS OF THE PARTIES

To set forth or to provide for the establishment of the terms and conditions upon which the Notes are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Notes by the Holders thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate benefit of all Holders of the Notes or of a Series or Class thereof, as the case may be.

LIMITED RECOURSE

The obligation of the Issuer to make payments of principal, interest and other amounts on the Notes is limited in recourse as set forth in Section 7.10.

3

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 Definitions. For all purposes of this Indenture and of any Indenture Supplement, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article I have the meanings assigned to them in this Article I, and include the plural as well as the singular and all terms defined in this Indenture shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein;

(2) all other terms used herein which are defined in the Trust Indenture Act or by Commission rule under the Trust Indenture Act, in the applicable Indenture Supplement, or in the Transfer Agreement or the Servicing Agreement, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation;

(4) unless the context otherwise requires, terms defined in the New York UCC and not otherwise defined in this Indenture or the applicable Indenture Supplement shall have the meanings set forth in the New York UCC;

(5) all references in this Indenture to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture as originally executed. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(6) any reference herein to a “beneficial interest” in a security also shall mean, unless the context otherwise requires, a security entitlement with respect to such security, and any reference herein to a “beneficial owner” or “beneficial holder” of a security also shall mean, unless the context otherwise requires, the holder of a security entitlement with respect to such security. Any reference herein to money or other property that is to be deposited in or is on deposit in a securities account shall also mean that such money or other property is to be credited to, or is credited to, such securities account, and any reference herein to money that is to be credited to or is credited to a deposit account shall also mean that such money is to be deposited in, or is on deposit in, such deposit account; and

(7) “including” and words of similar import will be deemed to be followed by “without limitation.”

4

“60-Day Delinquent Receivables” means, as of any date of determination, all Receivables, other than Defaulted Receivables and Receivables in Removed Accounts, that are sixty (60) or more days delinquent as of the last day of the Monthly Period immediately preceding such date, as determined in accordance with the Account Guidelines.

“Account” has the meaning specified in the Transfer Agreement.

“Account Control Agreement” means the Securities Account Control Agreement, dated as of June 11, 2026, by and among the Trust, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Account Guidelines” has the meaning specified in the Transfer Agreement.

“Accumulation Period” means, with respect to any Series or Class of Notes, a period following the Revolving Period during which Principal Collections are accumulated in an account for the benefit of the Noteholders of such Series or Class, which shall be the controlled accumulation period, the early accumulation period or other accumulation period, in each case as defined with respect to such Series or Class in the related Indenture Supplement.

“Act” when used with respect to any Noteholder, has the meaning specified in Section 1.04(a).

“Action” when used with respect to any Noteholder, has the meaning specified in Section 1.04(a).

“Addition Date” has the meaning specified in the Transfer Agreement.

“Additional Account” has the meaning specified in the Transfer Agreement.

“Adjusted Outstanding Principal Amount” means, at any time with respect to any Series or Class of Notes, the Outstanding Principal Amount of all Outstanding Notes of such Series or Class of Notes at such time, less any funds on deposit in respect of principal in any Issuer Account, as applicable, for the benefit of such Series or Class of Notes at such time.

“Administrator” has the meaning specified in the Servicing Agreement.

“Adverse Effect” means, whenever used with respect to any Series or Class of Notes with respect to any Action, that such Action will at the time of its occurrence (a) result in the occurrence of an Early Amortization Event or Event of Default relating to such Series or Class of Notes, as applicable, (b) materially adversely affect the amount or timing of payments to be made to the Noteholders of any such Series or Class of Notes pursuant to this Indenture, or (c) adversely affect the Security Interest of the Indenture Trustee in the Collateral unless otherwise permitted by this Indenture.

“Affiliate” shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” shall mean the power to direct the management and policies of a

5

Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Allocation Amount” means, with respect to any Outstanding Series or Class of Notes, an amount determined in accordance with the applicable Indenture Supplement.

“Amortization Period” means, with respect to any Series or Class of Notes, a period following the Revolving Period during which Principal Collections are distributed to Noteholders of such Series or Class, which shall be the controlled amortization period, the mandatory limited amortization period, the early amortization period or other amortization period, in each case as defined with respect to such Series or Class in the related Indenture Supplement.

“Asset Representations Review” means the review conducted by the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement.

“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of June 11, 2026, by and among the Issuer, FTI Consulting, Inc., as Asset Representations Reviewer, and certain other parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Asset Representations Reviewer” means FTI Consulting, Inc., or any successor asset representations reviewer appointed in accordance with the Asset Representations Review Agreement.

“Authenticating Agent” means any Person authorized by the Indenture Trustee to authenticate Notes under Section 8.14.

“Authorized Officer” has the meaning specified in the Transfer Agreement or the Servicing Agreement, as applicable.

“Automatic Addition Suspension” has the meaning specified in the Transfer Agreement.

“Automatic Addition Suspension Date” has the meaning specified in the Transfer Agreement.

“Automatic Addition Termination Date” has the meaning specified in the Transfer Agreement.

“Automatic Additional Account” has the meaning specified in the Transfer Agreement.

“Available Finance Charge Collections” means, for any Monthly Period, (a) with respect to the Noteholders, the Finance Charge Collections paid to the Issuer and allocated to the Noteholders, and (b) with respect to any Series or Class of Notes, the amount of Finance Charge Collections in clause (a) allocated to such Series or Class of Notes, as applicable, plus investment earnings allocable to the amounts on deposit in the Collection Account and Excess Funding

6

Account allocable to such Series or Class of Notes, plus any other amounts, or allocable portion thereof, to be treated as Available Finance Charge Collections with respect to such Series or Class of Notes, subject to the applicable Indenture Supplement. For the avoidance of doubt, the amount of Available Finance Charge Collections for any Monthly Period shall be the aggregate of the amounts determined to be allocable to the Outstanding Series and to the Transferor Interest, as applicable, with respect to each Date of Processing in such Monthly Period.

“Available Principal Collections” means, for any Monthly Period, (a) with respect to the Noteholders, the Principal Collections paid to the Issuer and allocated to the Noteholders, and (b) with respect to any Series or Class of Notes, (i) the amount of Principal Collections in clause (a) allocated to such Series or Class of Notes, as applicable, plus (ii) any other amounts, or allocable portion thereof, to be treated as Available Principal Collections with respect to such Series or Class of Notes, subject to the applicable Indenture Supplement. For the avoidance of doubt, the amount of Available Principal Collections for any Monthly Period shall be the aggregate of the amounts determined to be allocable to the Outstanding Series and to the Transferor Interest, as applicable, with respect to each Date of Processing in such Monthly Period.

“Bank” means Comenity Capital Bank, a Utah industrial bank, and any successor (by merger or consolidation) or assign of Comenity Capital Bank.

“Bank Sponsor” means Comenity Capital Bank, an FDIC-insured depository institution, in its capacity as sponsor for purposes of the FDIC Rule, or any successor insured depository institution designated as sponsor for purposes of the FDIC Rule.

“Beneficiary” has the meaning specified in the Trust Agreement.

“Benefit Plan” means an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to the provisions of Title I of ERISA, a “plan” described in and subject to Section 4975 of the Internal Revenue Code, or an entity whose underlying assets include “plan assets” by reason of an employee benefit plans or plan’s investment in the entity.

“BFF” means Bread Financial Funding, LLC, a Delaware limited liability company, and any successor (by merger or consolidation) or assign of Bread Financial Funding, LLC.

“Business Day” means any day other than (a) a Saturday or Sunday, or (b) a day on which banking institutions in New York, New York, or the city where the Corporate Trust Office is located, are authorized or required by law, executive order or governmental decree to be closed; provided that, for purposes of any particular Series or Class of Notes, the applicable Indenture Supplement may specify different or additional requirements.

“Certificate of Authentication” means the certificate of authentication of the Indenture Trustee, the form of which is described in Section 3.03, or the alternative certificate of authentication of the Authenticating Agent, the form of which is described in Section 8.14.

“Certificated Registered Note” means any Registered Note issued in definitive certificated form and not represented by a Global Note.

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“Class” means, with respect to any Note, the class specified in the applicable Indenture Supplement.

“Collateral” has the meaning specified in the Granting Clause of this Indenture.

“Collection Account” has the meaning specified in Section 5.02(a).

“Collections” has the meaning specified in the Transfer Agreement.

“Commission” means the United States Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such date.

“Corporate Trust Office” means the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Indenture is located at (i) for note transfer/surrender purposes, U.S. Bank Trust Company, National Association, 111 Fillmore Avenue East, St. Paul, MN 55107, Attention: Bondholder Services, and (ii) for all other purposes U.S. Bank Trust Company, National Association, 190 South LaSalle Street, 7th Floor, Chicago, IL 60603 (email: mark.esposito@usbank.com), Attention: Bread Financial Card Issuance Trust, or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders, the Issuer, and the Transferor, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders, the Issuer, and the Transferor).

“Cybersecurity Event” has the meaning specified in the Transfer Agreement.

“Default Amount” means, for any Monthly Period, with respect to Receivables included as part of the Trust Assets, an amount (which shall not be less than zero) equal to (a) the aggregate amount of Principal Receivables (other than Ineligible Receivables) which became Defaulted Receivables in such Monthly Period, minus (b) the amount of any Defaulted Receivables of which the Transferor became obligated to accept reassignment in accordance with Section 2.06 and Section 2.07 of the Transfer Agreement during such Monthly Period; provided, however, that if an Insolvency Event occurs with respect to the Transferor, the amount of such Defaulted Receivables which are subject to reassignment to the Transferor in accordance with the terms of the Transfer Agreement shall not be added to the sum so subtracted in clause (b) above.

“Defaulted Receivables” has the meaning specified in the Transfer Agreement.

“Defeasance” means the discharge of the Issuer’s obligations with respect to a Defeased Series or Class effected in accordance with Section 6.04.

“Defeasance Effective Date” means, with respect to any Defeased Series or Class, the date on which all conditions to Defeasance set forth in Section 6.04(c) have been satisfied or waived in accordance with this Indenture.

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“Defeased Series or Class” means any Series or Class of Notes with respect to which a Defeasance has been effected in accordance with Section 6.04.

“Delinquency Percentage” means, for each Distribution Date and the related preceding Monthly Period, an amount equal to the ratio (expressed as a percentage) of (i) the aggregate balance of all 60-Day Delinquent Receivables as of the last day of the Monthly Period immediately preceding such Distribution Date to (ii) the aggregate balance of Receivables as of the last day of the Monthly Period immediately preceding such Distribution Date.

“Delinquency Trigger” means, with respect to any Distribution Date and the related Monthly Period, the Delinquency Percentage for such Distribution Date is greater than the Maximum Delinquency Percentage for such Distribution Date.

“Depository” means The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Exchange Act.

“Determination Date” means, with respect to any Distribution Date for any Series or Class, the second (2nd) Business Day prior to such Distribution Date; provided, however, that (a) the Determination Date for the first Distribution Date for any Series or Class shall be the date specified in the related Indenture Supplement and (b) if any Determination Date would otherwise fall on a day that is not a Business Day, such Determination Date shall be the immediately preceding Business Day. If a Distribution Date is adjusted or designated pursuant to this Indenture or the related Indenture Supplement, the related Determination Date shall be correspondingly adjusted to remain the second (2nd) Business Day prior to such adjusted Distribution Date, unless otherwise specified in the related Indenture Supplement.

“Discount Note” means a Note that provides for an amount less than the Stated Principal Amount (but not less than the Initial Principal Amount) thereof to be due and payable upon the occurrence of an Early Amortization Event or other optional or mandatory redemption or the occurrence of an Event of Default and the acceleration of such Note, in each case before the Expected Final Distribution Date of the applicable Note.

“Distribution Date” means, with respect to any Series or Class of Notes, the fifteenth (15^th) day of each calendar month or, if such fifteenth (15th) day is not a Business Day, the next succeeding Business Day, or the date otherwise specified in the applicable Indenture Supplement for such Series or Class.

“Dollar,” “$” or “U.S. $” means United States dollars.

“DTC” has the meaning specified in Section 3.04(e).

“Early Amortization Event” has the meaning specified in Section 12.01.

“Eligible Deposit Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of an Eligible Institution.

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“Eligible Institution” means (a) a depository institution (which may be the Indenture Trustee, the Owner Trustee or any Affiliate thereof) organized under the laws of the United States, any one of the states (including the District of Columbia) or territories thereof, or any domestic branch of a foreign bank, so long as such depository institution’s long-term issuer credit rating is at least “A” (or the equivalent) from each Rating Agency or its short-term issuer credit rating is at least “A-1” from S&P, “P-1” from Moody’s and “F1” from Fitch, or (b) any other institution that satisfies the publicly published, controlling and applicable ratings criteria established by each Rating Agency.

“Eligible Investments” means negotiable instruments, investment property, or deposit accounts which evidence:

(a) direct obligations of, or obligations fully guaranteed as to timely payment by, the United States of America (having original or remaining maturities of no more than three hundred sixty-five (365) days);

(b) demand deposits, time deposits, money market deposit accounts or certificates of deposit (having original maturities of no more than the lesser of sixty (60) days or the number of days until the next Transfer Date) of depository institutions or trust companies (including an affiliate of the Indenture Trustee) organized under the laws of the United States of America, any state (including the District of Columbia) or territories thereof, or domestic branches of foreign banks, and subject to supervision and examination by federal or state banking or depository institution authorities; provided, that at the time of the Trust’s investment or contractual commitment to invest therein, the short-term debt of such depository institution or trust company shall have a short-term issuer rating from Moody’s, S&P and Fitch of “P-1”, “A-1” and “F1”, respectively;

(c) commercial paper (having original or remaining maturities of no more than thirty (30) days), that shall be rated, at the time of the Trust’s investment or contractual commitment to invest therein, by each of Moody’s, S&P and Fitch in its highest rating category (or, for so long as an Outstanding Series exists, any other rating from any Rating Agency, upon satisfaction of the Rating Agency Condition);

(d) bankers’ acceptances (having original maturities of no more than the lesser of sixty (60) days or the number of days until the next Transfer Date) issued by any depository institution or trust company referred to in clause (b) above;

(e) investments in money market funds rated “AAAm” by S&P, “Aaa-mf” by Moody’s and, if rated by Fitch, “AAAmmf” by Fitch or otherwise approved in writing by each Rating Agency; or

(f) any other investment that satisfies the publicly published, controlling and applicable ratings criteria established by each Rating Agency.

“Eligible Receivable” has the meaning specified in the Transfer Agreement.

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“Entity” means any Person other than an individual or government (including any agency or political subdivision thereof).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Escrow Account” means the securities account established and maintained pursuant to the Escrow Deposit Agreement and Section 2.11, bearing a designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Indenture Trustee and the Noteholders of the applicable Defeased Series or Class.

“Escrow Deposit Agreement” means an agreement among the Issuer, the Indenture Trustee (acting as escrow agent or appointing an escrow agent acceptable to the Indenture Trustee) and, if applicable, a Securities Intermediary, providing for the establishment and maintenance of the Escrow Account and the deposit, custody, investment and application of Eligible Investments and funds therein.

“Event of Default” has the meaning specified in Section 7.01.

“Excess Funding Account” has the meaning specified in Section 5.02(b).

“Execution Date” means June 11, 2026.

“Expected Final Distribution Date” has, with respect to any Series or Class of Notes, the meaning specified in the applicable Indenture Supplement.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date hereof (or any amended or successor provisions), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any published intergovernmental agreement entered into in connection with the implementation of such sections of the Internal Revenue Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant to such published intergovernmental agreement.

“FDIC” means the Federal Deposit Insurance Corporation or any successor thereto.

“FDIC Rule” means 12 C.F.R. § 360.6, as it may be amended from time to time and subject to such clarifications and interpretations as may be provided by the FDIC or by the FDIC’s staff from time to time, and any successor thereto.

“FDIC Rule Interpretations” means any applicable published or informal interpretations, statements of policy or staff guidance issued by the FDIC or its staff interpreting or relating to the FDIC Rule.

“FDIC Rule Requirements” means the requirements of the FDIC Rule that are applicable to the Issuer, the sponsor, the servicer, the securitization obligations or the securitized financial assets, including the disclosure and reporting requirements described in Schedule I.

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“Federal Bankruptcy Code” means Title 11 of the United States Code, as amended from time to time.

“Finance Charge Collections” has the meaning specified in the Transfer Agreement.

“Fitch” means Fitch Ratings, Inc., or any successor thereto.

“Floating Allocation Percentage” has, with respect to any Outstanding Series of Notes, the meaning specified in the related Indenture Supplement for such Series.

“Funding Instruction” means a written instruction delivered by the Servicer to the Indenture Trustee directing a payment, withdrawal or transfer to be made on a date that is not a Distribution Date, in each case solely to the extent expressly permitted by, and in accordance with the timing and other requirements set forth in, the applicable Indenture Supplement or the Servicing Agreement.

“GAAP” means generally accepted accounting principles in the United States of America in effect from time to time.

“Global Note” means one or more Notes of a Series or Class, in fully registered form, registered in the name of the Depository or its nominee and representing the Notes of such Series or Class.

“Group” means any one or more Series of Notes which are specified as belonging to a common group (including any Group established by an Indenture Supplement) in the applicable Indenture Supplement. A particular Series may be included in more than one Group if the Indenture Supplement for such Series so provides.

“Holder” when used with respect to any Note, means a Noteholder.

“Indenture” or “this Indenture” means this Indenture, as amended, restated, supplemented or otherwise modified from time to time, including by Indenture Supplements for the issuance of Series of Notes entered into pursuant to the applicable provisions hereof.

“Indenture Supplement” means, with respect to any Series of Notes, a supplement to this Indenture, executed and delivered in conjunction with the issuance of such Notes pursuant to Section 4.10, together with any amendment to the Indenture Supplement executed pursuant to Section 10.01 or Section 10.02, and, in either case, including all amendments thereof and supplements thereto.

“Indenture Trustee” means the Person named as the Indenture Trustee in the first paragraph of this Indenture until a successor Indenture Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Indenture Trustee” means and includes each Person who is then an Indenture Trustee hereunder. If at any time there is more than one such Person, “Indenture Trustee” as used with respect to the Notes of any Series or Class means the Indenture Trustee with respect to Notes of that Series or Class.

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“Indenture Trustee Authorized Officer” means, when used with respect to the Indenture Trustee, any vice president, any assistant vice president or trust officer, or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

“Initial Account” has the meaning specified in the Transfer Agreement.

“Initial Principal Amount” means (a) unless otherwise specified in the applicable Indenture Supplement, with respect to a Series or Class of Notes, the aggregate initial principal amount of the Outstanding Notes of such Series or Class plus the aggregate initial principal amount of any additional Notes of such Series or Class, and (b) with respect to a Series or Class of Discount Notes, the amount specified in the applicable Indenture Supplement as the Initial Principal Amount thereof.

“Initial Transfer Date” has the meaning specified in the Transfer Agreement.

“Insolvency Event” has the meaning specified in the Transfer Agreement.

“Insurance Proceeds” has the meaning specified in the Receivables Purchase Agreement.

“Interchange” has the meaning specified in the Receivables Purchase Agreement.

“Interest-bearing Note” means a Note that bears interest at a stated or computed rate on the principal amount thereof. A Note may be both an Interest-bearing Note and a Discount Note.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Issuer” has the meaning specified in the first paragraph of this Indenture.

“Issuer Accounts” means, collectively, the Excess Funding Account, the Collection Account and any Supplemental Issuer Account. There shall be no sub-accounts in any Issuer Account.

“Issuer Certificate” means a certificate (including an Officer’s Certificate) signed in the name of an Authorized Officer of the Issuer, or the Issuer by an Authorized Officer of the Issuer and, in each case delivered to the Indenture Trustee relating to, among other things, the issuance of a new Series or Class of Notes. Wherever this Indenture requires that an Issuer Certificate be signed also by an accountant or other expert, such accountant or other expert (except as otherwise expressly provided in this Indenture) may be an employee of a Beneficiary.

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“Issuer Tax Opinion” means, with respect to any action, an Opinion of Counsel to the effect that, for United States federal income tax purposes, (a) such action will not adversely affect the tax characterization as debt of any Outstanding Series or Class of Notes that were characterized as debt at the time of their issuance, (b) such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder of any such Notes.

“Legal Maturity Date” means, with respect to a Series or Class of Notes, the date specified in the Indenture Supplement for such Notes as the fixed date on which the principal of such Series or Class of Notes is due and payable.

“Majority Holders” means, with respect to any Series or Class of Notes or all Outstanding Notes, the Holders of greater than 50% in Outstanding Principal Amount of the Outstanding Notes of that Series or Class or of all Outstanding Notes, as the case may be.

“Maximum Delinquency Percentage” means, with respect to any Distribution Date, the lowest “Maximum Delinquency Percentage,” as specified in any Indenture Supplement.

“Merchant Discount Fees” has the meaning specified in the Receivables Purchase Agreement.

“Monthly Allocation Percentage” means, with respect to any Series and any Monthly Period, the average of the Floating Allocation Percentages for such Series with respect to each Date of Processing during such Monthly Period; provided that the Monthly Allocation Percentages for all Outstanding Series for such Monthly Period shall not exceed 100% in the aggregate (subject to customary rounding).

“Monthly Noteholders’ Statement” means, with respect to any Series of Notes, a report, the form of which is attached as an exhibit to the related Indenture Supplement.

“Monthly Payment Instruction” means, with respect to any Series of Notes, a written instruction delivered by the Servicer to the Indenture Trustee directing the withdrawals, deposits and distributions to be made on the related Transfer Date and Distribution Date, the form of which is attached as an exhibit to the related Indenture Supplement.

“Monthly Period” means, with respect to each Distribution Date, unless otherwise provided in an Indenture Supplement, the period from and including the first day of a calendar month to and including the last day of such calendar month; provided, however, that the initial Monthly Period for any Series shall be the period designated in the related Indenture Supplement.

“Monthly Servicer’s Certificate” has the meaning specified in the Servicing Agreement.

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Note” or “Notes” means any note or notes of any Series or Class authenticated and delivered from time to time under this Indenture.

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“Note Owner” means the beneficial owner of an interest in a Global Note as reflected on the books of the Depository or a Participant.

“Note Register” has the meaning specified in Section 4.04(a).

“Note Registrar” means the Person who keeps the Note Register specified in Section 4.04(a).

“Noteholder” means a Person in whose name a Note is registered in the Note Register.

“Obligor” has the meaning specified in the Transfer Agreement.

“Officer’s Certificate” means a certificate on behalf of any Person that is signed by any Authorized Officer or president, vice president, chief financial officer, treasurer or more senior officer of such Person and which states that the certifications set forth in such certificate are based upon the results of a due inquiry into the matters in question conducted by or under the supervision of the signing officer and that the facts stated in such certifications are true and correct to the best of the signing officer’s knowledge.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel to the Bank, the Transferor, a Beneficiary or the Servicer.

“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

(a) any Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation pursuant to Section 4.08, or canceled by the Issuer and delivered to the Indenture Trustee pursuant to Section 4.08;

(b) any Notes for whose full payment (including principal and interest) or redemption money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Notes; provided, that if such Notes are to be redeemed, notice of such redemption has been duly given if required pursuant to this Indenture or the related Indenture Supplement, or provision therefor satisfactory to the Indenture Trustee has been made;

(c) any Notes which are canceled pursuant to Section 6.03; and

(d) any Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, or which will have been paid pursuant to the terms of Section 4.05 (except with respect to any such Note as to which proof satisfactory to the Indenture Trustee is presented that such Note is held by a person in whose hands such Note is a legal, valid and binding obligation of the Issuer).

For purposes of determining the amounts of deposits, allocations, reallocations or payments to be made, unless the context clearly requires otherwise, references to “Notes” will be deemed to be references to “Outstanding Notes.” In determining whether the Holders of the

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requisite principal amount of such Outstanding Notes have taken any Action hereunder, Notes beneficially owned by the Issuer or the Transferor or any Affiliate of the Issuer or the Transferor will be disregarded and deemed not to be Outstanding. In determining whether the Indenture Trustee will be protected in relying upon any such Action, only Notes which an Indenture Trustee Authorized Officer with direct responsibility for the administration of this Indenture knows to be owned by the Issuer or the Transferor or any Affiliate of the Issuer or the Transferor will be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee creates to the satisfaction of the Indenture Trustee the pledgee’s right to act as owner with respect to such Notes and that the pledgee is not the Issuer, the Transferor or any other obligor upon the Notes or any Affiliate of the Issuer, the Transferor or such other obligor.

“Outstanding Principal Amount” means at any time either:

(a) with respect to any Series or Class of Notes (other than Discount Notes), the aggregate Initial Principal Amount of the Outstanding Notes of such Series or Class at such time, less the aggregate amount of any withdrawals from any Issuer Account for such Series or Class of Notes for payment of principal to the Holders of such Series or Class of Notes pursuant to the related Indenture Supplement, or

(b) with respect to any Series or Class of Discount Notes, an amount of the Outstanding Notes of such Series or Class calculated by reference to the applicable formula set forth in the applicable Indenture Supplement, taking into account the aggregate amount and timing of payments of principal made to the Holders of such Series or Class and accretions of principal, each pursuant to the related Indenture Supplement;

plus, in either case, the amount of any increase in the Outstanding Principal Amount of such Series or Class of Notes due to the issuance of additional Notes of such Series or Class pursuant to Section 4.09.

“Owner Trustee” has the meaning specified in the Trust Agreement.

“Participant” means a broker, dealer, bank or other financial institution or other Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

“Paying Agent” means any Person authorized by the Issuer to pay the principal of or interest on any Notes on behalf of the Issuer as provided in Section 11.02.

“Person” means any person or entity, including any individual, corporation, limited liability company, partnership (general or limited), joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or other entity of any nature, whether or not a legal entity.

“Place of Payment” means, with respect to any Series or Class of Notes issued hereunder, the city or political subdivision so designated with respect to such Series or Class of Notes in accordance with the provisions of Section 4.01.

“Pool Balance” has the meaning specified in the Transfer Agreement.

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“Predecessor Notes” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 4.05 in lieu of a mutilated, lost, destroyed or stolen Note will be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“Principal Allocation Percentage” has, with respect to any Outstanding Series of Notes, the meaning specified in the related Indenture Supplement for such Series.

“Principal Collections” has the meaning specified in the Transfer Agreement.

“Rating Agency” means, with respect to any Outstanding Series or Class of Notes, each nationally recognized statistical rating organization, if any, as specified in the Indenture Supplement applicable to such Outstanding Series or Class of Notes, selected by the Transferor or the Issuer to rate such Series or Class of Notes.

“Rating Agency Condition” means, with respect to any specified action, that each Rating Agency then rating any Outstanding Series or Class of Notes shall have received not less than ten (10) Business Days’ prior written notice of such action (or such shorter period as may be acceptable to such Rating Agency). For the avoidance of doubt, delivery to a Rating Agency of draft documentation relating to any specified action, together with a description of such action, shall constitute adequate prior written notice for purposes of this definition.

“Receivables” has the meaning specified in the Transfer Agreement.

“Receivables Purchase Agreement” has the meaning specified in the Transfer Agreement.

“Record Date” means, for the interest or principal payable on any Note on any applicable Distribution Date, the last day of the calendar month immediately preceding such Distribution Date, unless otherwise specified in the applicable Indenture Supplement. If a Distribution Date is adjusted or designated within an allowed window pursuant to the applicable Indenture Supplement, the related Record Date shall adjust as specified therein.

“Recoveries” has the meaning specified in the Transfer Agreement.

“Registered Note” means a Note issued in registered form.

“Registered Noteholder” means a Holder of a Registered Note.

“Regulation AB” means Subpart 229.1100 – Asset-Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting releases (including Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (September 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

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“Related Account” has the meaning specified in the Transfer Agreement.

“Repurchase Party” has the meaning specified in Section 14.06.

“Requesting Party” has the meaning specified in Section 14.06.

“Required Pool Balance” has the meaning specified in the Transfer Agreement.

“Required Seller’s Interest Amount” has the meaning specified in the Transfer Agreement.

“Required Transferor Amount” has the meaning specified in the Transfer Agreement.

“Restart Date” has the meaning specified in the Transfer Agreement.

“Review Notice” has the meaning specified in Section 14.07.

“Revolving Period” has, with respect to any Series or Class of Notes, the meaning specified in the applicable Indenture Supplement with respect to such Series or Class.

“S&P” means S&P Global Ratings, or any successor thereto.

“Sarbanes Certification” has the meaning specified in Section 14.04.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Securities Intermediary” has the meaning specified in Section 2.11(a).

“Securitization Transaction” means any new issuance of any Series or Class of Notes pursuant to Section 4.09 whether publicly offered or privately placed, rated or unrated.

“Security Interest” means the security interest granted pursuant to the Granting Clause of this Indenture.

“Seller’s Interest Amount” has the meaning specified in the Transfer Agreement.

“Senior Class” has, with respect to a Class of Notes of any Series, the meaning specified in the related Indenture Supplement.

“Series” means, with respect to any Note, the Series specified in the applicable Indenture Supplement.

“Series Available Finance Charge Collections Shortfall” has, with respect to any Shared Excess Available Finance Charge Collections Series, the meaning specified in the related Indenture Supplement.

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“Series Available Principal Collections Shortfall” has, with respect to any Shared Excess Available Principal Collections Series, the meaning specified in the related Indenture Supplement.

“Series Default Amount” has the meaning specified in Section 5.04(b).

“Servicer” has the meaning specified in the Servicing Agreement.

“Servicing Agreement” means the Servicing Agreement, dated as of June 11, 2026, by and among BFF, as Transferor, the Bank, as Servicer and as Administrator, the Issuer, and U.S. Bank Trust Company, National Association, as Indenture Trustee, as amended, restated, supplemented or otherwise modified from time to time.

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

“Servicing Fee” has the meaning specified in the Servicing Agreement.

“Shared Excess Available Finance Charge Collections Group” means a Group of Series which have all been designated to share certain excess Finance Charge Collections allocated to such Series with one another.

“Shared Excess Available Finance Charge Collections Series” means a Series that, pursuant to the Indenture Supplement therefor, will share certain Finance Charge Collections allocated to such Series with other Series in the same Shared Excess Available Finance Charge Collections Group, as specifically described in such Indenture Supplement.

“Shared Excess Available Principal Collections Group” means a Group of Series which have all been designated to share certain excess Principal Collections allocated to such Series with one another.

“Shared Excess Available Principal Collections Series” means a Series that, pursuant to the Indenture Supplement therefor, will share certain Principal Collections allocated to such Series with other Series in the same Shared Excess Available Principal Collections Group, as specifically described in such Indenture Supplement.

“Similar Law” has the meaning specified in Section 4.04(m).

“Stated Principal Amount,” has, with respect to any Note, the meaning specified in the related Indenture Supplement.

“Subordinated Class” has, with respect to a Class of Notes of any Series, the meaning specified in the related Indenture Supplement.

“Subordinated Notes” means Notes of a Subordinated Class of a Series.

“Supplemental Issuer Account” means the trust account or accounts designated as such and established pursuant to Section 5.02(c).

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“Surviving Obligations” has the meaning specified in Section 6.04(a).

“Tax Information” has the meaning specified in Section 13.04(b).

“Transaction Document” has the meaning specified in the Transfer Agreement.

“Transfer Agreement” means the Transfer Agreement, dated as of June 11, 2026, by and among BFF, as Transferor, the Issuer, and U.S. Bank Trust Company, National Association, as Indenture Trustee, as amended, restated, supplemented or otherwise modified from time to time.

“Transfer Date” means the Business Day immediately preceding each Distribution Date.

“Transfer Restriction Event” has the meaning specified in the Receivables Purchase Agreement.

“Transferor” has the meaning specified in the Transfer Agreement.

“Transferred Account” has the meaning specified in the Transfer Agreement.

“Transferor Allocation Percentage” means (a) with respect to Finance Charge Collections for any Date of Processing, 100% minus the sum of the Floating Allocation Percentages for all Outstanding Series for such Date of Processing; (b) with respect to Principal Collections for any Date of Processing, 100% minus the sum of the Principal Allocation Percentages for all Outstanding Series for such Date of Processing; (c) with respect to the Default Amount for any Monthly Period, 100% minus the sum of the Monthly Allocation Percentages for all Outstanding Series for such Monthly Period; and (d) with respect to the Servicing Fee for any Monthly Period, 100% minus the sum of the Monthly Allocation Percentages for all Outstanding Series for such Monthly Period.

“Transferor Amount” has the meaning specified in the Transfer Agreement.

“Transferor Interest” has the meaning specified in the Transfer Agreement.

“Trust” has the meaning specified in the Trust Agreement.

“Trust Agreement” means the Amended and Restated Trust Agreement of Bread Financial Card Issuance Trust, dated as of June 11, 2026, by and between BFF, as Beneficiary and as Transferor, and BNY Mellon Trust of Delaware, as Owner Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Trust Estate” has the meaning specified in the Trust Agreement.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force at the date as of which this Indenture was executed except as provided in Section 10.05.

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“UCC” means the Uniform Commercial Code, as amended from time to time, as in effect in the State of New York or any other relevant jurisdiction.

“Verified Note Owner” means either (a) a Note Owner that has provided the Indenture Trustee with each of (i) a written certification that it is a beneficial owner of a specified Outstanding Principal Amount of the Notes and (ii) a trade confirmation, an account statement, a letter from a broker or dealer that is acceptable to the Indenture Trustee or other similar document acceptable to the Indenture Trustee showing that such Note Owner is a beneficial owner of such Outstanding Principal Amount of the Notes or (b) any Noteholder.

Section 1.02 Compliance Certificates and Opinions. Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer will furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with or waived and (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with or waived, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Notwithstanding the provisions of Section 4.09 and of the preceding paragraph, if all Notes of a Series or Class are not to be originally issued at one time, it will not be necessary to deliver the Issuer Certificate otherwise required pursuant to Section 4.09 or the Officer’s Certificate and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or before the time of authentication of each Note of such Series or Class if such documents are delivered at or prior to the authentication upon original issuance of the first Note of such Series or Class to be issued.

The Indenture Trustee may rely, as to authorization by the Issuer of any Series or Class of Notes, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 4.09 and this Section 1.02, as applicable, in connection with the first authentication of Notes of such Series or Class.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for the written statement required by Section 11.04) will include:

(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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(c) a statement that such individual has made such examination or investigation as is necessary to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such individual, to the best of their knowledge, such condition or covenant has been complied with.

Section 1.03 Form of Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, one or more specified Persons, one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless the Issuer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.04 Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series or Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 8.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.04.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or limited liability company or a member of a partnership, on behalf of such corporation or limited liability company or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of

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the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.

(c) The ownership of Registered Notes will be proved by the Note Register.

(d) If the Issuer will solicit from the Holders any Action, the Issuer may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuer will have no obligation to do so. If the Issuer does not so fix a record date, such record date will be the later of thirty (30) days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 9.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided, that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six (6) months after the record date.

(e) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note.

(f) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 4.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices.

(h) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action,

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whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than ninety (90) days after such record date.

Section 1.05 Notices, etc. to Indenture Trustee and Issuer. Any Action of Noteholders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Indenture Trustee by any Noteholder or by the Issuer will be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, delivered via the Depository’s applicable procedures, or sent via electronic transmission to the Indenture Trustee at its Corporate Trust Office, or the Issuer by the Indenture Trustee or by any Noteholder will be sufficient for every purpose hereunder (except as provided in Section 7.01(c)) if in writing and mailed, first-class postage prepaid, to the Issuer addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Indenture Trustee by the Issuer.

Section 1.06 Notices to Noteholders, Waiver. Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise herein, in such Indenture Supplement or in such Registered Note expressly provided) if in writing and mailed, first-class postage prepaid, sent by facsimile, sent by electronic transmission or personally delivered to each Holder of a Registered Note affected by such event, at such Noteholder’s address as it appears in the Note Register or by delivery to the Depository in accordance with its applicable procedures, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail, send by facsimile, send by electronic transmission or deliver such notice, nor any defect in any notice so mailed, to any particular Noteholders will affect the sufficiency of such notice with respect to other Noteholders and any notice that is mailed, sent by facsimile, sent by electronic transmission or delivered in the manner herein provided shall conclusively have been presumed to have been duly given.

Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such waiver.

(a) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it will be impractical to mail notice of any event to any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any method of notification as will be satisfactory to the Indenture Trustee and the Issuer will be deemed to be a sufficient giving of such notice.

(b) With respect to any Series or Class of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such Series or Class.

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(c) Where this Indenture provides for notice to any Rating Agency, failure to give such notice will not affect any other rights or obligations created hereunder and will not under any circumstance constitute an Adverse Effect.

Section 1.07 Conflict with Trust Indenture Act. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision will control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision will be deemed to apply to this Indenture as so modified or excluded, as the case may be.

Section 1.08 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for purposes of reference only and shall not affect the meaning or interpretation of any provision hereof.

Section 1.09 Successors and Assigns. All covenants and agreements in this Indenture by the Issuer will bind its successors and assigns, whether so expressed or not. All covenants and agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents of the Indenture Trustee.

Section 1.10 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Indenture or the Notes shall for any reason whatsoever be held invalid, illegal or unenforceable then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, and terms of this Indenture or the Notes and shall in no way affect the validity, legality or enforceability of such remaining covenants, agreements, provisions or terms of this Indenture or the Notes.

Section 1.11 Benefits of Indenture. Nothing in this Indenture or in any Notes, express or implied, will give to any Person, other than the parties hereto and their successors hereunder, any Authenticating Agent or Paying Agent, the Note Registrar and the Holders of Notes (or such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.12 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a) This Indenture will be construed in accordance with and governed by the laws of the State of New York, including Section 5-1401 of the General Obligations Law, 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.

(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 Indenture or to any matter arising out of or relating to this Indenture; 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 Indenture shall be deemed or

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operate to preclude the Indenture Trustee from bringing suit or taking other legal action in any other jurisdiction to realize on the Receivables or any security for the obligations of the Issuer arising hereunder or to enforce a judgment or other court order in favor of the Indenture Trustee. 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, and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mail, proper postage prepaid. Nothing in this Section 1.12 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

(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 and of arbitration, the parties hereto waive all rights 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, or in connection with, related to, or incidental to the relationship established among them in connection with this Indenture or the transactions contemplated hereby.

Section 1.13 Counterparts; Electronic Signatures. This Indenture may be executed in two (2) or more counterparts (and by different parties on separate counterparts), each of which shall be deemed an original, and all of which when taken together shall constitute one and the same instrument. Delivery of a signature page to, or an executed counterpart of, this Indenture and any other documents to be delivered in connection with the transactions contemplated hereby by email transmission of a scanned image, or other electronic means, shall be effective as delivery of an originally executed counterpart. The parties hereto agree that “execution,” “signed,” “signature,” and words of like import in this document and any such other documents shall be deemed to include electronic signatures, authentication, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, enforceability or admissibility as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), or the UCC, and the parties hereto hereby waive any objection to the contrary.

Section 1.14 Indenture Referred to in the Trust Agreement. This is the Indenture referred to in the Trust Agreement.

Section 1.15 Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding

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Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

[END OF ARTICLE I]

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ARTICLE II

COLLATERAL

Section 2.01 Recording, Etc.

(a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest in the Collateral in favor of the Indenture Trustee.

(b) The Issuer shall cause each item of the Collateral to be delivered, and the Indenture Trustee shall hold each item of the Collateral as delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account or a securities account is maintained with U.S. Bank National Association, U.S. Bank National Association hereby makes the agreements required under the UCC in order for such deposit account or securities account to be delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this Section 2.01(b).

(c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to:

(i) grant the Security Interest more effectively in all or any portion of the Collateral;

(ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof;

(iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture;

(iv) enforce the Receivables and each other instrument or agreement designated for inclusion in the Collateral;

(v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or

(vi) pay all taxes or assessments levied or assessed upon the Collateral when due.

(d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance.

(e) Without limiting the generality of Section 2.01(b) or (c):

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(i) The Issuer will cause this Indenture, all amendments and supplements hereto and all financing statements and all amendments to such financing statements and any other necessary documents covering the Indenture Trustee’s right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuer hereby authorizes the filing of financing statements (and amendments of financing statements) that name the Issuer as debtor and the Indenture Trustee as secured party and that cover all personal property of the Issuer. The Issuer also hereby ratifies the filing of any such financing statements (or amendments of financing statements) that were filed prior to the execution hereof.

(ii) The Issuer shall not change its name or its type or jurisdiction of organization unless it has first (A) made all filings and taken all actions in all relevant jurisdictions under the applicable UCC and other applicable law as are necessary to continue and maintain the first priority perfected Security Interest of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the applicable UCC in all relevant jurisdictions as are necessary to continue and maintain the perfected Security Interest of the Indenture Trustee in the Collateral.

Section 2.02 Trust Indenture Act Requirements. The release of any Collateral from the lien created by this Indenture or the release, in whole or in part, of the lien on all Collateral, will not be deemed to impair the Security Interest in contravention of the provisions hereof if and to the extent the Collateral or liens are released pursuant to the terms hereof. The Indenture Trustee and each of the Noteholders are hereby deemed to acknowledge that a release of Collateral or liens strictly in accordance with the terms hereof will not be deemed for any purpose to be an impairment of the remaining Security Interest in contravention of the terms of this Indenture. To the extent applicable, without limitation, the Issuer will cause Section 314(d) of the Trust Indenture Act relating to the release of property or securities from the liens hereof to be complied with. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an Authorized Officer of the Issuer, except in cases in which Section 314(d) of the Trust Indenture Act requires that such certificate or opinion be made by an independent person.

Section 2.03 Suits To Protect the Collateral. Subject to the provisions of this Indenture, the Indenture Trustee will have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture, and such suits and proceedings as the Indenture Trustee may deem expedient to preserve or protect the interests of the Noteholders and the interests of the Indenture Trustee in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the

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enforcement of, or compliance with, such enactment, rule or order would impair the Security Interest or be prejudicial to the interests of the Noteholders or the Indenture Trustee).

Section 2.04 Purchaser Protected. In no event will any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Indenture Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor will any purchaser or other transferee of any property or rights permitted by this Article II to be sold be under any obligation to ascertain or inquire into the authority of the Issuer or any other obligor, as applicable, to make any such sale or other transfer.

Section 2.05 Powers Exercisable by Receiver or Indenture Trustee. In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article II upon the Issuer or any other obligor, as applicable, with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuer or any other obligor, as applicable, or of any officer or officers thereof required by the provisions of this Article II.

Section 2.06 Determinations Relating to Collateral. In the event (i) the Indenture Trustee shall receive any written request from the Issuer or any other obligor for consent or approval with respect to any matter relating to any Collateral or the Issuer’s or any other obligor’s obligations with respect thereto, (ii) there shall be due to or from the Indenture Trustee under the provisions hereof any performance or the delivery of any instrument or (iii) an Indenture Trustee Authorized Officer with direct responsibility for the administration of this Indenture shall become aware of any nonperformance by the Issuer or any other obligor of any covenant or any breach of any representation or warranty of the Issuer or any other obligor set forth in this Indenture, then, in each such event, the Indenture Trustee shall be entitled to (but shall not be obligated to) hire experts, consultants, agents and attorneys to advise the Indenture Trustee on the manner in which the Indenture Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which will be reimbursed to the Indenture Trustee pursuant to Section 8.07). The Indenture Trustee will be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by Holders of more than 66-2/3% of the Outstanding Principal Amount of the Outstanding Notes.

Section 2.07 Release of all Collateral.

(a) Subject to the payment of its fees and expenses pursuant to Section 8.07, the Indenture Trustee shall, at the request of the Issuer or when otherwise required by the provisions of this Indenture, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest (which is held by the Indenture Trustee for the benefit of the Noteholders) in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article II will be bound to ascertain the Indenture Trustee’s

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authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds.

(b) Upon delivery of an Officer’s Certificate of the Transferor certifying that the Issuer’s obligations under this Indenture have been satisfied and discharged by complying with the provisions of this Article II, the Indenture Trustee shall execute and deliver at the expense of the Issuer such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interest created by this Indenture.

(c) The Transferor, the Issuer and the Noteholders shall be entitled to receive at least ten (10) days written notice when the Indenture Trustee proposes to take any action pursuant to clause (a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Section 2.08 Certain Actions by Indenture Trustee. Any action taken by the Indenture Trustee pursuant to this Article II in respect of the release of any or all of the Collateral will be taken by the Indenture Trustee as its interest in such Collateral may appear, and no provision of this Article II is intended to, or will, excuse compliance with any provision hereof.

Section 2.09 Opinions as to Collateral. (a) On the Initial Transfer Date (or promptly thereafter), the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken as is necessary to perfect the Security Interest created by this Indenture in favor of the Indenture Trustee and reciting the details of such action.

(b) On or before March 31 in each calendar year, beginning in 2027, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel with respect to each UCC financing statement which has been filed by the Issuer with respect to the Collateral either stating that, (i) in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of such financing statements and amendments thereto as are necessary to maintain the perfected Security Interest created by this Indenture and reciting the details of such action or (ii) in the opinion of such counsel, no such action is necessary to maintain such Security Interest. Such Opinion of Counsel will also describe the recording, filing, re-recording and re-filing of such financing statements and amendments thereto that will, in the opinion of such counsel, be required to maintain the Security Interest created by this Indenture until March 31 in the following calendar year.

Section 2.10 Certain Commercial Law Representations and Warranties. The Issuer hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Indenture. Such representations and warranties speak of the date that a security interest in the Collateral is granted to the Indenture

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Trustee and shall not be waived by any of the parties to this Indenture unless, for so long as an Outstanding Series exists, the Rating Agency Condition is satisfied.

(a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Indenture Trustee in the related Collateral, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer.

(b) Each of the existing Receivables constitutes an “account.”

(c) At the time of its grant of any security interest in the related Collateral pursuant to this Indenture, the Issuer owned and had good and marketable title to such Collateral free and clear of any lien, claim or encumbrance of any Person.

(d) The Issuer has caused or will have caused, within ten (10) days of the Initial Transfer 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 in the related Collateral granted to the Indenture Trustee pursuant to this Indenture.

(e) The Issuer has registered the Indenture Trustee as the registered pledgee of the related Collateral, as applicable.

(f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, the related Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the related Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee pursuant to this Indenture or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

Section 2.11 Securities Intermediary.

(a) There shall at all times be one or more securities intermediaries appointed for purposes of this Indenture (each, a “Securities Intermediary”). U.S. Bank National Association is hereby appointed as the initial Securities Intermediary, and U.S. Bank National Association accepts such appointment. For the avoidance of doubt, to the extent U.S. Bank National Association serves as Securities Intermediary hereunder, it shall be entitled to the same rights, privileges, protections, immunities and benefits (including exculpation and indemnification rights), and shall be subject to the same limitations on such rights, privileges, protections, immunities and benefits (including liability for its own negligent action, negligent failure to act, willful misconduct, or bad faith), in each case as are applicable to the Indenture Trustee pursuant to Sections 8.01, 8.03, 8.04, 8.05 and 8.07, mutatis mutandis; provided, however, that the Securities Intermediary shall not be subject to Section 8.01(c) in the case of an Event of Default. None of the Issuer, any Beneficiary, the Transferor, or the Servicer shall have any liability for any loss arising from the Securities Intermediary’s negligence, willful misconduct, or bad faith.

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(b) Securities Intermediary Status; Securities Accounts; Control; New York Jurisdiction.

(i) The Securities Intermediary represents, warrants and covenants that, for so long as it is a Securities Intermediary hereunder, it is and will be a corporation or national banking association that, in the ordinary course of its business, maintains securities accounts for others and is acting in that capacity hereunder.

(ii) Each Issuer Account shall be, and shall be maintained as, a “securities account” (within the meaning of Section 8-501 of the UCC) to which financial assets may be credited. Each item of property credited to any Issuer Account shall be treated by the Securities Intermediary as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC).

(iii) The Indenture Trustee shall be the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) with respect to each Issuer Account, and the Securities Intermediary shall treat the Indenture Trustee as exclusively entitled to exercise the rights that comprise each such financial asset.

(iv) The Securities Intermediary agrees that, for purposes of Article 8 of the UCC, the “securities intermediary’s jurisdiction” with respect to the Collateral is the State of New York (within the meaning of Section 8-110 of the UCC).

(v) The Securities Intermediary shall not change the name or the account number of any Issuer Account without the prior written consent of the Indenture Trustee.

(c) Entitlement Orders; Exclusive Instructions; No Adverse Claim.

(i) The Securities Intermediary agrees that it will comply with entitlement orders (within the meaning of Section 8-102(a)(8) of the UCC) originated by the Indenture Trustee with respect to each Issuer Account without further consent by the Issuer or any other Person, and the Securities Intermediary shall not agree with any Person other than the Indenture Trustee to comply with entitlement orders originated by any Person other than the Indenture Trustee.

(ii) The Securities Intermediary represents and covenants that it is not and will not be a party to any agreement that is inconsistent with this Indenture or that limits, alters, conditions or conflicts with any of its obligations hereunder, and that it will not take any action inconsistent with the provisions of this Indenture applicable to it.

(iii) Except to the extent that U.S. Bank National Association maintains a deposit account pursuant to Section 2.12, in which case clause (iv) of Section 2.12 shall apply to the deposit account, no item of property credited to any Issuer Account shall be subject to any security interest, lien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other

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than the Indenture Trustee) and the Securities Intermediary waives any such right of setoff or banker’s lien with respect to the Issuer Accounts.

(iv) Notwithstanding clause (c)(i) above, the Indenture Trustee authorizes the Securities Intermediary to comply with entitlement orders and other instructions concerning the Issuer Accounts originated by the Issuer or the Servicer to the extent expressly contemplated by this Indenture, any Indenture Supplement or the Servicing Agreement, unless and until, upon the occurrence and during the continuance of an Event of Default or an Early Amortization Event with respect to any Series, the Indenture Trustee delivers written notice to the Securities Intermediary revoking the Issuer’s or Servicer’s authority to give such instructions (with a copy to the Issuer and the Servicer). From and after the effectiveness of such revocation, the Securities Intermediary shall comply solely with entitlement orders originated by the Indenture Trustee.

(d) Nothing in this Section 2.11 shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC. The Securities Intermediary shall be entitled to all of the rights, protections and immunities available to a securities intermediary under the UCC. Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any fiduciary duties.

(e) The provisions of this Section 2.11 are supplemented by, and subject to, the Account Control Agreement. In the event of any conflict between this Section 2.11 and the Account Control Agreement, the Account Control Agreement shall control. Each of the Issuer and the Indenture Trustee shall comply with its obligations under the Account Control Agreement.

(f) The Securities Intermediary may at any time resign by written notice to the Indenture Trustee, and may at any time be removed by written notice from the Indenture Trustee (if a different Person is then serving as Securities Intermediary), or, if not, then by the Administrator; provided, that it shall be the responsibility of the Indenture Trustee (if a different Person than the Securities Intermediary), or if not, then the Administrator, to appoint a successor Securities Intermediary and to cause the Issuer Accounts to be established and maintained with such successor in accordance with this Indenture; and the responsibilities and duties of the retiring Securities Intermediary hereunder shall remain in effect until all Collateral credited to the Issuer Accounts held by such retiring Securities Intermediary has been transferred to such successor. Any entity into which the Securities Intermediary may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Securities Intermediary shall be a party, shall, without further act, be the successor Securities Intermediary hereunder, if otherwise qualified hereunder. In connection with any appointment of a successor Securities Intermediary, the Issuer and the Indenture Trustee shall cause such successor to execute and deliver a Securities Account Control Agreement (or an assumption or joinder to the existing Account Control Agreement) on terms substantially similar to the Account Control Agreement then in effect.

Section 2.12 Eligible Investments that are Deposit Accounts. U.S. Bank National Association hereby agrees with the Issuer and the Indenture Trustee that (i) any Eligible Investment that is a deposit account maintained with U.S. Bank National Association shall be

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maintained in the name of the Indenture Trustee, (ii) it will comply with instructions originated by the Indenture Trustee directing disposition of the funds in any such deposit account without further consent of any other Person, (iii) it will not agree with any Person other than the Indenture Trustee to comply with instructions originated by any Person other than the Indenture Trustee, except that U.S. Bank National Association may comply with entitlement orders and other instructions originated by the Issuer or the Servicer to the extent expressly authorized by Section 2.11(c)(iv) of this Indenture, (iv) each such deposit account and the property credited thereto will not be subject to any lien, security interest, encumbrance, or right of set-off in favor of U.S. Bank National Association, other than those for ordinary fees and expenses and for reimbursement of returned items, and (v) the State of New York will be the bank’s jurisdiction of U.S. Bank National Association for purposes of Article 9 of the New York UCC.

[END OF ARTICLE II]

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ARTICLE III

NOTE FORMS

Section 3.01 Forms Generally. The Notes will have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or the applicable Indenture Supplement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be required to comply with applicable laws or regulations or with the rules of any securities exchange, or as may, consistently herewith, be determined by the Issuer, as evidenced by the Issuer’s execution of such Note. Certificated Registered Notes will be issued only as provided in Section 3.04(f).

Section 3.02 Forms of Notes. Each Note will be in one of the forms approved from time to time by or pursuant to an Indenture Supplement. Before the delivery of a Note to the Indenture Trustee for authentication in any form approved by or pursuant to an Issuer Certificate, the Issuer will deliver to the Indenture Trustee the Issuer Certificate by or pursuant to which such form of Note has been approved, which Issuer Certificate will have attached thereto a true and correct copy of the form of Note which has been approved thereby or, if an Issuer Certificate authorizes a specific officer or officers of a Beneficiary to approve a form of Note, a certificate of such officer or officers approving the form of Note attached thereto. Any form of Note approved by or pursuant to an Issuer Certificate must be acceptable as to form to the Indenture Trustee, such acceptance to be evidenced by the Indenture Trustee’s authentication of Notes in that form or a certificate signed by an Indenture Trustee Authorized Officer and delivered to the Issuer.

Section 3.03 Form of Indenture Trustee’s Certificate of Authentication. The form of Indenture Trustee’s Certificate of Authentication for any Note issued pursuant to this Indenture will be substantially as follows:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the Series or Class designated therein referred to in the within-mentioned Indenture.

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee,
By:
	Authorized Signatory
Dated:

Section 3.04 Global Notes; Book-Entry Only System; Registered Form.

(a) Unless otherwise provided in the applicable Indenture Supplement, each Series or Class of Notes will be issued as one or more Global Notes, registered in the name of the Depository or its nominee, and no beneficial owner of a Note will receive a Certificated Registered Note evidencing such ownership.

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(b) Each Global Note will be deposited with the Indenture Trustee as custodian for the Depository or will be registered in the name of the Depository or its nominee and deposited with the Depository.

(c) Transfers of beneficial interests in a Global Note will be effected through the records of the Depository and its Participants in accordance with applicable law and the rules and procedures of the Depository.

(d) So long as the Depository or its nominee is the registered owner of a Global Note, the Depository or such nominee will be considered the sole Holder of the Notes represented thereby for all purposes of this Indenture and the related Indenture Supplement. The Issuer, the Indenture Trustee, the Note Registrar, any Paying Agent and any of their respective agents will have no responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial interests in any Global Note or for maintaining, supervising or reviewing any records relating to such beneficial interests.

(e) Each Global Note will bear a legend substantially as follows: Unless this Note is presented by an authorized representative of The Depository Trust Company (“DTC”) to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC, any transfer, pledge or other use hereof for value or otherwise by or to any Person is wrongful since the registered owner hereof, Cede & Co., has an interest herein.

(f) Certificated Registered Notes. Notes will be issued in definitive certificated registered form only if:

(i) the Depository notifies the Issuer or the Indenture Trustee that it is unwilling or unable to continue as Depository or ceases to be a clearing agency registered under the Exchange Act and a successor Depository is not appointed within ninety (90) days;

(ii) after an Event of Default, Holders of more than 50% of the Outstanding Principal Amount of the affected Series or Class advise the Indenture Trustee and the Depository that the continuation of a Global Note is no longer in the best interests of the Holders; or

(iii) the applicable Indenture Supplement expressly provides that a Series or Class shall be initially issued as Certificated Registered Notes.

In the case of clause (i) or (ii) above, the Issuer will execute, and the Indenture Trustee upon receipt of an Issuer Certificate requesting the authentication and delivery of Certificated Registered Notes will authenticate and deliver, Certificated Registered Notes in authorized denominations, of like tenor and terms, in an aggregate Stated Principal Amount equal to the Stated Principal Amount of the applicable Global Note or portion thereof. Upon the exchange of the entire Stated Principal Amount of a Global Note for Certificated Registered Notes in accordance with clause (i) or (ii) above, such Global Note will be canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to clauses (i)

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and (ii) of this Section 3.04 will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee or the Note Registrar will deliver such Notes to the Persons in whose names such Notes are so registered.

Section 3.05 Beneficial Ownership of Global Notes. Until definitive Notes have been issued to the applicable Noteholders pursuant to Section 3.04 or as otherwise specified in any applicable Indenture Supplement, the Issuer and the Indenture Trustee may deal with the applicable clearing agency or Depository and the clearing agency’s or Depository’s participants for all purposes (including the making of distributions) as the authorized representatives of the respective Note Owners, and the rights of Note Owners will be exercised only through the Depository and are limited to those established by law and the rules and procedures of the Depository. For any provision hereof requiring or permitting Action by Holders of Notes evidencing a specified percentage of Outstanding Principal Amount subject to Section 1.04, such Action may be given by Note Owners (acting through the Depository and its Participants in accordance with the Depository’s applicable procedures) owning interests in Notes evidencing the requisite percentage.

Section 3.06 Notices to Depository. Whenever any notice or other communication is required to be given to Holders with respect to Notes issued as Global Notes, unless and until Certificated Registered Notes have been issued pursuant to Section 3.04(f), the Indenture Trustee will give all such notices and communications to the Depository, which shall constitute notice to the Note Owners.

Section 3.07 CUSIP Numbers. In issuing the Notes, the Issuer may use “CUSIP” numbers (if then generally in use), and, if so, the Indenture Trustee shall use such CUSIP numbers in notices of redemption as a convenience to Holders; provided, that subject to Section 8.01, any such notice may state that (a) no representation is made as to the correctness of such CUSIP numbers as printed on the related Notes or as contained in any notice of redemption, (b) reliance may be placed only on the other identification numbers, if any, printed on the Notes and (c) any such redemption shall not be affected by any defect in or omission of such CUSIP numbers. The Issuer will promptly notify the Indenture Trustee by written notice of any change in the CUSIP numbers for any Outstanding Note.

[END OF ARTICLE III]

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ARTICLE IV

THE NOTES

Section 4.01 General Title; General Limitations; Issuable in Series; Terms of a Series or Class of Notes. (a) The aggregate Stated Principal Amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited.

(b) The Notes may be issued in one or more Series or Classes up to an aggregate Stated Principal Amount of Notes as from time to time may be authorized by the Issuer. All Notes of each Series or Class under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to such Series or Class without preference, priority or distinction on account of (i) the actual time of the authentication and delivery, (ii) the Expected Final Distribution Date or (iii) the Legal Maturity Date of the Notes of such Series or Class, except as specified in the applicable Indenture Supplement for such Series or Class of Notes.

(c) Each Note issued must be part of a Series and Class of Notes for purposes of allocations pursuant to this Indenture, the related Indenture Supplement, the Transfer Agreement and the Servicing Agreement. A Series and Class of Notes is created pursuant to an Indenture Supplement.

(d) Each Series of Notes may be assigned to a Group or Groups (now existing or hereafter created) of Notes for purposes of allocations of certain collections pursuant to Section 4.10 and the related Indenture Supplement. The related Indenture Supplement will identify the Group or Groups, if any, to which a Series of Notes has been assigned and the manner and extent to which Series in the same Group or Groups will share certain amounts.

(e) Each Series of Notes may, but need not be, subdivided into multiple Classes. Notes belonging to a Class in any Series may be entitled to specified payment priorities over other Classes of Notes in that Series.

(f) Before the initial issuance of Notes of each Series or Class, there shall also be established in or pursuant to an Indenture Supplement provisions for:

(i) the Series designation;

(ii) the Stated Principal Amount of the Notes;

(iii) whether such Series belongs to any Group or Groups;

(iv) whether such Notes are of a particular Class of Notes;

(v) the currency or currencies in which such Notes will be denominated and in which payments of principal of; and interest on, such Notes will or may be payable;

(vi) if the principal of or interest, if any, on such Notes are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that

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in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;

(vii) if the amount of payments of principal of or interest, if any, on such Notes may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the prices of one or more other securities or Groups or indexes of securities or (C) changes in the prices of one or more commodities or Groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined;

(viii) the price or prices at which such Series or Class of Notes will be issued;

(ix) the times at which such Series or Class of Notes may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions;

(x) the rate per annum at which such Series or Class of Notes will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue;

(xi) each Distribution Date, the Expected Final Distribution Date and the Legal Maturity Date for such Series or Class of Notes;

(xii) the Initial Principal Amount of such Notes, and the means for calculating the Outstanding Principal Amount of such Series or Class of Notes;

(xiii) the Allocation Amount of such Series or Class of Notes, and the means for calculating the Allocation Amount of such Series or Class of Notes;

(xiv) whether or not application will be made to list such Series or Class of Notes on any securities exchange;

(xv) the Place of Payment for such Series or Class of Notes;

(xvi) any Events of Default or Early Amortization Events with respect to such Series or Class of Notes, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Amortization Events set forth herein that will be applicable to such Series or Class of Notes (including a provision making any Event of Default or Early Amortization Event set forth herein inapplicable to the Notes of that Series or Class);

(xvii) the appointment by the Indenture Trustee of an Authenticating Agent in one or more places other than the location of the office of the Indenture Trustee with power to act on behalf of the Indenture Trustee and subject to its direction in the authentication and delivery of such Notes in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement creating such Series or Class;

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(xviii) if such Series or Class of Notes will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 1.01);

(xix) the subordination of such Series or Class of Notes to any other indebtedness of the Issuer, including without limitation, the Notes of any other Series or Class;

(xx) the Record Date for any Distribution Date of such Series or Class of Notes, if different from the last day of the month before the related Distribution Date;

(xxi) the amount scheduled to be deposited on each Distribution Date during an Amortization Period or Accumulation Period for such Series or Class of Notes;

(xxii) whether and under what conditions, additional amounts will be payable to Noteholders; and

(xxiii) any other terms of such Notes as stated in the related Indenture Supplement;

all upon such terms as may be determined in or pursuant to an Indenture Supplement with respect to such Series or Class of Notes.

(g) The form of the Notes of each Series or Class will be established pursuant to the provisions of this Indenture and the related Indenture Supplement creating such Series or Class of Notes. The Notes of each Series or Class will be distinguished from the Notes of each other Series or Class in such manner, reasonably satisfactory to the Indenture Trustee, as the Issuer may determine.

(h) Any terms or provisions in respect of the Notes of any Series or Class issued under this Indenture may be determined pursuant to this Section 4.01 by providing in the applicable Indenture Supplement for the method by which such terms or provisions will be determined.

Section 4.02 Denominations. The Notes of each Series or Class will be issuable in such denominations and currency as will be provided in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement. Unless otherwise provided in the applicable Indenture Supplement, Registered Notes will be issued (i) if represented by a Global Note, in minimum denominations of $5,000 and integral multiples of $1,000 in excess thereof, and (ii) if issued as Certificated Registered Notes, in such authorized denominations as specified in the applicable Indenture Supplement.

Section 4.03 Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer by an Authorized Officer of the Issuer. The signature of any officer of the Issuer or the Owner Trustee on the Notes may be manual or facsimile or may be given by other electronic means.

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(b) Notes bearing the manual, facsimile or other electronic signatures of individuals who were at the time of execution an Authorized Officer of the Issuer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.

(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.

(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.09.

(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.

(f) Unless otherwise provided in the form of Note for any Series or Class, all Notes will be dated the date of their authentication.

(g) No Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Certificate of Authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 4.04 Registration, Transfer and Exchange.

(a) The Issuer will keep or cause to be kept a register (herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Registered Notes, or of Registered Notes of a particular Series or Class, and for transfers of Registered Notes or of Registered Notes of such Series or Class. Any such register will be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers will be available for inspection by the Indenture Trustee at the office or agency to be maintained by the Issuer as provided in Section 11.02. The Issuer initially appoints U.S. Bank Trust Company, National Association to act as Note Registrar for the Registered Notes on its behalf. The Issuer may at any time and from time to time authorize any Person to act as Note Registrar in place of the Indenture Trustee with respect to any Series or Class of Notes issued under this Indenture. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

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(b) If a Person other than the Indenture Trustee is appointed by the Issuer as the Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of a Note Registrar and of the location, and any change in the location, of the Note Registrar and Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an officer thereof as to the names and addresses of the Noteholders and the principal amounts and numbers of such Registered Notes.

(c) Subject to Section 3.04, upon surrender for transfer of any Registered Note at the office or agency of the Issuer in a Place of Payment and if the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, and, upon receipt of such surrendered Note, the Indenture Trustee will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Notes of like Series or Class, aggregate Stated Principal Amount, Expected Final Distribution Date, Legal Maturity Date and terms.

(d) Subject to Section 3.04, at the option of the Holder, Registered Notes may be exchanged for other Registered Notes of the same Series or Class of any authorized denominations, of like aggregate Stated Principal Amount, Expected Final Distribution Date, Legal Maturity Date and terms, upon surrender of the Registered Notes to be exchanged at such office or agency.

(e) If any Series or Class is issued as Certificated Registered Notes, transfers and exchanges of such Certificated Registered Notes shall be effected only by registration on the Note Register upon surrender of such Certificated Registered Notes, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Note Registrar, together with such evidence of authority or other matters as may be set forth in the relevant Indenture Supplement or reasonably required by the Note Registrar. The Issuer shall maintain one or more Places of Payment for presentation and surrender.

(f) Subject to Section 3.04, at the option of the Holder, Notes of any Series or Class may be exchanged for other Notes of such Series or Class of any authorized denominations, of a like aggregate Stated Principal Amount, Expected Final Distribution Date and Legal Maturity Date and of like terms, upon surrender of the Notes to be exchanged at such office or agency.

(g) All Notes issued upon any transfer or exchange of Notes will be the valid and legally binding obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

(h) Every Note presented or surrendered for transfer or exchange will be duly indorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

(i) Unless otherwise provided in the Note to be transferred or exchanged, no service charge will be made on any Noteholder for any transfer or exchange of Notes, but the

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Issuer may (unless otherwise provided in such Note) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes before the transfer or exchange will be complete, other than exchanges pursuant to Section 4.04 or Section 10.06 not involving any transfer.

(j) None of the Issuer, the Note Registrar or the Indenture Trustee shall be required (i) to issue, register the transfer of or exchange any Notes of any Series or Class during a period beginning at the opening of business fifteen (15) days before the day of selection of Notes of such Series or Class to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption of Registered Notes of such Series or Class so selected for redemption or (ii) to register the transfer or exchange of any Notes or portions thereof so selected for redemption.

(k) None of the Issuer, the Indenture Trustee, any agent of the Indenture Trustee, any Paying Agent or the Note Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership.

(l) Registration of transfer of Notes containing the following legend or to which the following legend is applicable:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

will be effected only if such transfer is made pursuant to an effective registration statement under the Securities Act, or is exempt from the registration requirements under the Securities Act. In the event that registration of a transfer is to be made in reliance upon an exemption from the registration requirements under the Securities Act other than Rule 144A under the Securities Act or Rule 903 or Rule 904 of Regulation S under the Securities Act, the transferor or the transferee will deliver, at its expense, to the Issuer and the Indenture Trustee, an investment letter from the transferee, substantially in the form of the investment letter attached hereto as Exhibit A or such other form as the Issuer may determine, and no registration of transfer will be made until such letter is so delivered.

Notes issued upon registration or transfer of, or Notes issued in exchange for, Notes bearing the legend referred to above will also bear such legend unless the Issuer, the Indenture

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Trustee and the Note Registrar receive an Opinion of Counsel, satisfactory to each of them, to the effect that such legend may be removed.

Whenever a Note containing the legend referred to above is presented to the Note Registrar for registration of transfer, the Note Registrar will promptly seek instructions from the Issuer regarding such transfer and will be entitled to receive an Issuer Certificate prior to registering any such transfer. The Issuer hereby agrees to indemnify the Note Registrar and the Indenture Trustee and to hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in relation to any such instructions furnished pursuant to this clause. The Indenture Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(m) By acquiring a Note, each Noteholder will be deemed to represent, warrant and covenant that either (i) it is not acquiring the Note (or any interest therein) with the assets of a Benefit Plan or a governmental non-U.S. or church plan that is subject to any state, local or other law that is similar to Section 406 of ERISA or Section 4975 of the Internal Revenue Code (“Similar Law”); or (ii) (a) the Note is rated at least “BBB-” or its equivalent by a nationally recognized statistical rating agency at the time of purchase or transfer, and (b) the acquisition, holding and disposition of the Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code or a violation of any Similar Law.

Section 4.05 Mutilated, Destroyed, Lost and Stolen Notes. (a) If (i) any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or the Issuer, the Note Registrar or the Indenture Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer, the Note Registrar or the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, the Issuer will execute and upon its request the Indenture Trustee will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of like tenor, Series or Class, Expected Final Distribution Date, Legal Maturity Date and Stated Principal Amount, bearing a number not contemporaneously Outstanding.

(b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note.

(c) Upon the issuance of any new Note under this Section 4.05, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Indenture Trustee) connected therewith.

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(d) Every new Note issued pursuant to this Section 4.05 in lieu of any destroyed, lost or stolen Note will constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note will be at any time enforceable by anyone, and will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Series or Class duly issued hereunder.

(e) The provisions of this Section 4.05 are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 4.06 Payment of Interest; Interest Rights Preserved; Withholding Taxes. (a) Unless otherwise provided pursuant to Section 4.01, interest payable on any Registered Note will be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the most recent Record Date.

(b) Subject to clause (a), each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note will carry the rights to interest accrued or principal accreted and unpaid, and to accrue or accrete, which were carried by such other Note.

(c) The right of any Noteholder to receive interest on or principal of any Note shall be subject to any applicable withholding or deduction imposed pursuant to the Internal Revenue Code or other applicable tax law, including foreign withholding and deduction. Any amounts properly so withheld or deducted shall be treated as actually paid to the appropriate Noteholder.

Section 4.07 Persons Deemed Owners. The Issuer, the Indenture Trustee, the Owner Trustee, any Beneficiary and any agent of any of them may treat the Person in whose name a Registered Note is registered in the Note Register as the owner of such Note for the purpose of receiving payment of principal of and (subject to Section 4.06) interest on such Note and for all other purposes, whether or not such Note is overdue, and none of them will be affected by notice to the contrary.

Section 4.08 Cancellation. All Notes surrendered for payment, redemption, transfer, conversion or exchange will, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and, if not already canceled, will be promptly canceled by it. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered will be promptly canceled by the Indenture Trustee. No Note will be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 4.08, except as expressly permitted by this Indenture. The Indenture Trustee will dispose of all canceled Notes in accordance with its customary procedures and will deliver a certificate of such disposition to the Issuer.

Section 4.09 New Issuances of Notes. (a) Unless otherwise specified in the related Indenture Supplement, the Issuer may issue new Notes of any Series or Class, so long as the following conditions precedent are satisfied:

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(i) on or before the tenth (10th) Business Day before the date that the new issuance is to occur, the Issuer delivers to the Indenture Trustee, the Owner Trustee, and each Rating Agency notice (unless such notice requirement is otherwise waived) of such new issuance;

(ii) on or prior to the date that the new issuance is to occur, the Issuer delivers to the Indenture Trustee, the Owner Trustee and each Rating Agency an Issuer Certificate to the effect that:

(A) the Issuer reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes;

(B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes;

(C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture;

(D) (1) all laws and requirements with respect to the execution and delivery by the Issuer of such Notes have been complied with, (2) the Issuer has the trust power and authority to issue such Notes, (3) such Notes have been duly authorized and delivered by the Issuer, and (4) assuming due authentication and delivery by the Indenture Trustee, such Notes constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series or Class of Notes, subject to the terms of this Indenture and each Indenture Supplement; and

(E) such other matters as the Indenture Trustee may reasonably request;

(iii) on or prior to the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee, the Owner Trustee and the Rating Agencies an Issuer Tax Opinion;

(iv) on or prior to the date that the new issuance is to occur, the Rating Agency Condition is satisfied;

(v) as of the date that the new issuance is to occur, (A) the Pool Balance, after giving effect to the new issuance, is equal to or greater than the Required Pool Balance, after giving effect to the new issuance and (B) the Transferor Amount, after giving effect to the new issuance, is equal to or greater than the Required Transferor Amount, after giving effect to the new issuance;

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(vi) on or prior to the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee an Indenture Supplement; and

(vii) any other conditions specified in the applicable Indenture Supplement;

provided, however, that any one of the aforementioned conditions may be eliminated or modified (other than clause (iii)) as a condition precedent to any new issuance of a Series or Class of Notes if the Rating Agency Condition has been satisfied.

(b) The Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series or Class in order to issue any additional Notes of any Series or Class.

(c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class of a Series of Notes, so long as the conditions described in Section 4.09(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class of Notes, the Stated Principal Amount, Outstanding Principal Amount and Allocation Amount of that Class will be increased to reflect the principal amount of the additional Notes. Furthermore, the targeted deposits, if any, to any applicable Issuer Account, will be increased proportionately to reflect the principal amount of the additional Notes.

When issued, the additional Notes of a Class will be identical in all respects to the other Outstanding Notes of that Class and will be equally and ratably entitled to the benefits of the Indenture and the related Indenture Supplement applicable to the previously issued Notes of such Class as the other Outstanding Notes of that Class without preference, priority or distinction.

Section 4.10 Groups. (a) Shared Excess Available Finance Charge Collections Group. Certain excess Finance Charge Collections allocated to any Series of Notes in a Shared Excess Available Finance Charge Collections Group may be redistributed to cover Series Available Finance Charge Collections Shortfalls incurred by other Series of Notes belonging to the same Shared Excess Available Finance Charge Collections Group to the extent and as specified in the related Indenture Supplement.

(b) Shared Excess Available Principal Collections Group. Certain excess Principal Collections allocated to any Series of Notes in a Shared Excess Available Principal Collections Group may be redistributed to cover Series Available Principal Collections Shortfalls incurred by other Series of Notes belonging to the same Shared Excess Available Principal Collections Group to the extent and as specified in the related Indenture Supplement.

[END OF ARTICLE IV]

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ARTICLE V

ISSUER ACCOUNTS; INVESTMENTS; ALLOCATIONS

Section 5.01 Collections. Except as otherwise expressly provided in this Indenture, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance from any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture including, without limitation, all funds and other property payable to the Indenture Trustee in connection with the Collateral. The Indenture Trustee will hold all such money and property received by it as part of the Collateral and will apply it as provided in this Indenture and any related Indenture Supplement.

Section 5.02 Issuer Accounts; Distributions from Issuer Accounts. (a) On or before the Execution Date, the Issuer caused to be established and maintained an Eligible Deposit Account, the Bread Financial Card Issuance Trust Collection Account (the “Collection Account”), bearing a designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Indenture Trustee and the Noteholders. All Collections and all other amounts required pursuant to Section 2.01 of the Servicing Agreement shall be credited to the Collection Account. The Collection Account shall be under the control of the Indenture Trustee for the benefit of the Indenture Trustee and the Noteholders in accordance with Section 2.11. If at any time the Collection Account ceases to be an Eligible Deposit Account, the Issuer shall notify the Indenture Trustee, and the Indenture Trustee upon being notified in writing of such ineligibility (or the Servicer or the Beneficiary) shall within thirty (30) Business Days (or such longer period, not to exceed forty-five (45) Business Days, so long as, to the extent an Outstanding Series exists, the Rating Agency Condition is satisfied) cause to be established a new Collection Account that is an Eligible Deposit Account and shall transfer any funds or other property from such Collection Account to such new Collection Account. From the date each such new Collection Account is established, it shall be the “Collection Account.”

(b) On or before the Execution Date, the Issuer caused to be established and maintained an Eligible Deposit Account, the Bread Financial Card Issuance Trust Excess Funding Account (the “Excess Funding Account”), bearing a designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Indenture Trustee and the Noteholders. Principal Collections that would otherwise be paid to the holders of the Transferor Interest, or that the applicable Indenture Supplement may specify are to be credited to the Excess Funding Account, shall be deposited to the Excess Funding Account on the second Business Day following the determination that the Transferor Amount is not greater than or equal to the Required Transferor Amount or the Pool Balance is not greater than or equal to the Required Pool Balance after giving effect to reinvestment in new Trust Assets on such date of determination. The Excess Funding Account shall be under the control of the Indenture Trustee for the benefit of the Indenture Trustee and the Noteholders in accordance with Section 2.11. If at any time the Excess Funding Account ceases to be an Eligible Deposit Account, the Issuer shall notify the Indenture Trustee, and the Indenture Trustee upon being notified in writing of such ineligibility (or the Servicer or the Beneficiary) shall within thirty (30) Business Days (or such longer period, not to exceed forty-five (45) Business Days, so long as, to the extent an Outstanding Series exists, the Rating Agency Condition is satisfied) cause to be established a new Excess Funding Account that is an Eligible

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Deposit Account and shall transfer any funds or other property to such new Excess Funding Account. From the date each such new Excess Funding Account is established, it shall be the “Excess Funding Account.”

(c) From time to time in connection with the issuance of a Series or Class of Notes, the Issuer may establish or may cause the Indenture Trustee to establish one or more Eligible Deposit Accounts designated as “Supplemental Issuer Accounts,” in the name of the Indenture Trustee as a securities account with the Securities Intermediary in accordance with Section 2.11, bearing a designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Indenture Trustee and the applicable Noteholders. Any Supplemental Issuer Account shall be under the control of the Indenture Trustee for the benefit of the Indenture Trustee and the applicable Noteholders in accordance with Section 2.11 and the Account Control Agreement. If at any time any Supplemental Issuer Account ceases to be an Eligible Deposit Account, the Issuer shall notify the Indenture Trustee, and the Indenture Trustee upon being notified in writing of such ineligibility (or the Servicer or the Beneficiary) shall within thirty (30) Business Days (or such longer period, not to exceed forty-five (45) Business Days, so long as, to the extent an Outstanding Series exists, the Rating Agency Condition is satisfied) cause to be established a new Supplemental Issuer Account, as applicable, that is an Eligible Deposit Account and shall transfer any funds or other property from such Supplemental Issuer Account to such new Supplemental Issuer Account. From the date each such new Supplemental Issuer Account is established, it shall be a “Supplemental Issuer Account.” Any Supplemental Issuer Account will receive deposits as set forth in the Servicing Agreement, in this Indenture and in the applicable Indenture Supplement.

(d) All payments to be made from time to time by or on behalf of the Indenture Trustee to Noteholders out of funds in the Issuer Accounts pursuant to the Servicing Agreement, this Indenture and any Indenture Supplement will be made by the Indenture Trustee directly to the Paying Agent not later than 2:00 p.m., New York City time, on the applicable Distribution Date, the date set forth in the applicable Funding Instruction or earlier, if necessary, or as otherwise provided in the applicable Indenture Supplement but only to the extent of available funds in the applicable Issuer Account.

Section 5.03 Investment of Funds in the Issuer Accounts. (a) Funds credited to the Issuer Accounts may (unless otherwise stated in this Indenture or the applicable Indenture Supplement) be invested and reinvested in one or more Eligible Investments. The Issuer may direct the Indenture Trustee to make specific investments pursuant to written instructions received from the Servicer, in such amounts as specified in such written instructions. In the absence of any such written instruction, the Indenture Trustee (and its Affiliates) shall have no duty or obligation to invest or reinvest any funds held by it in any Issuer Account and shall have no liability for interest on any funds held therein. Notwithstanding the foregoing, neither the Issuer nor the Servicer shall direct the Indenture Trustee to invest funds held for the benefit of the Indenture Trustee in any Issuer Account in Eligible Investments other than those that will mature in each case no later than the Business Day preceding the date on which such funds in the Issuer Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to this Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Distribution Date or date set forth in the applicable Funding Instruction).

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(b) All funds from time to time credited to the Issuer Accounts pursuant to this Indenture and all investments made with such funds, if any, will be held by the Indenture Trustee or an Affiliate that is an Eligible Institution in the Issuer Accounts as part of the Collateral as herein provided, subject to withdrawal by the Indenture Trustee for the purposes specified herein.

(c) Funds and other property in any of the Issuer Accounts will not be commingled with any other funds or property of the Issuer or the Indenture Trustee.

(d) On the applicable Transfer Date, all interest and earnings (net of losses and investment expenses), if any, on funds credited to the Issuer Accounts will be applied as specified in the related Indenture Supplements.

Subject to Section 8.01(d), the Indenture Trustee will not in any way be held liable by reason of any insufficiency in such Issuer Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s own failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity, in accordance with their terms.

(e) The Issuer and the Servicer shall provide standing investment instructions identifying specific Eligible Investments (by CUSIP/ticker where applicable), and the Securities Intermediary shall have no investment discretion. Such standing instruction, once delivered, shall remain in effect without further action by the Issuer or the Servicer, and the Indenture Trustee shall be entitled to rely on such standing instruction without independent verification.

Section 5.04 Allocations of Finance Charge Collections; Allocation of Default Amount.

(a) With respect to each Date of Processing, there shall be allocated to:

(i) each Outstanding Series an amount equal to the product of (A) the applicable Floating Allocation Percentage (or other allocation percentage set forth in the applicable Indenture Supplement) for such Date of Processing and (B) the aggregate Finance Charge Collections processed on such Date of Processing; and

(ii) unless otherwise stated in any Indenture Supplement, the holders of the Transferor Interest an amount equal to the product of (A) the Transferor Allocation Percentage for Finance Charge Collections with respect to each Date of Processing and (B) the Finance Charge Collections for such Date of Processing. If so specified in any Indenture Supplement, such amounts may be applied to cover certain shortfalls in the amount of investment earnings (net of losses and investment expenses) on investments of funds in certain Supplemental Issuer Accounts.

(b) With respect to each Monthly Period, there shall be allocated to:

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(i) each Outstanding Series an amount equal to the product of (A) the Monthly Allocation Percentage for such Series for such Monthly Period and (B) the Default Amount for such Monthly Period (the “Series Default Amount” for such Series); and

(ii) the holders of the Transferor Interest an amount equal to the product of (A) the Transferor Allocation Percentage for the Default Amount with respect to such Monthly Period and (B) the Default Amount for such Monthly Period.

The aggregate amounts allocated to each Outstanding Series pursuant to Section 5.04(a)(i) and (b)(i) during a Monthly Period shall be reflected in the Monthly Noteholders’ Statement and shall constitute the Available Finance Charge Collections and the Series Default Amounts, as applicable, for such Monthly Period.

Section 5.05 Allocations of Principal Collections. With respect to each Date of Processing, there shall be allocated to:

(a) each Outstanding Series an amount equal to the product of (i) the applicable Principal Allocation Percentage (or other allocation percentage set forth in the applicable Indenture Supplement) for such Date of Processing and (ii) the aggregate Principal Collections processed on such Date of Processing; and

(b) unless otherwise stated in any Indenture Supplement, the holders of the Transferor Interest an amount equal to the product of (i) the Transferor Allocation Percentage for Principal Collections with respect to each Date of Processing and (ii) the Principal Collections with respect to each Date of Processing; provided, however, that amounts payable to the holders of the Transferor Interest pursuant to this Section 5.05(b) shall instead be deposited into the Excess Funding Account to the extent that (A) the Transferor Amount is, or as a result of such payment would become, less than the Required Transferor Amount, (B) the Pool Balance is, or as a result of such payment would become, less than the Required Pool Balance or (C) the Seller’s Interest Amount is, or as a result of such payment would become, less than the Required Seller’s Interest Amount.

The aggregate amounts allocated to each Outstanding Series pursuant to Section 5.05(a) during a Monthly Period shall be reflected in the Monthly Noteholders’ Statement and shall constitute the Available Principal Collections for such Monthly Period.

Section 5.06 Allocations of the Servicing Fee.

(a) As compensation for its servicing activities performed under the Servicing Agreement and as reimbursement for any expense incurred by it in connection therewith, the Servicer shall be entitled to receive the Servicing Fee in accordance with the terms of the Servicing Agreement.

(b) With respect to each Monthly Period, the portion of the Servicing Fee allocable to:

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(i) each Outstanding Series shall equal the product of (A) the Servicing Fee for such Monthly Period and (B) the Monthly Allocation Percentage for such Series; and

(ii) the holders of the Transferor Interest shall equal the product of (A) the Servicing Fee for such Monthly Period and (B) the Transferor Allocation Percentage for the Servicing Fee with respect to such Monthly Period.

The aggregate amounts allocated to each Outstanding Series pursuant to Section 5.06(b)(i) for each Monthly Period shall be reflected in the Monthly Noteholders’ Statement.

Section 5.07 Allocations of Amounts to the Excess Funding Account and Allocations of Amounts on Deposit in the Excess Funding Account.

(a) If, as of the end of any Monthly Period, (i) the Transferor Amount is, or as a result of a payment to be made on the related Transfer Date would become, less than the Required Transferor Amount, (ii) the Pool Balance is, or as a result of a payment to be made on the related Transfer Date would become, less than the Required Pool Balance, or (iii) the Seller’s Interest Amount is, or as a result of a payment to be made on the related Transfer Date would become, less than the Required Seller’s Interest Amount, amounts otherwise payable to the holders of the Transferor Interest pursuant to Section 5.05(b) shall instead be deposited into the Excess Funding Account in an amount equal to the greatest of (A) the amount by which the Transferor Amount would be less than the Required Transferor Amount, (B) the amount by which the Pool Balance would be less than the Required Pool Balance and (C) the amount by which the Seller’s Interest Amount would be less than the Required Seller’s Interest Amount, each determined with respect to the related Monthly Period; provided that, for purposes of determining the Seller’s Interest Amount, amounts on deposit in the Excess Funding Account shall be included to the extent permitted by Regulation RR.

(b) If no Series of Notes is in an Accumulation Period or an Amortization Period, amounts on deposit in the Excess Funding Account may, upon written request by the Servicer on behalf of the Transferor and as set forth in a Funding Instruction delivered to the Indenture Trustee, be released on any date to the holders of the Transferor Interest to the extent that, after such release, (i) the Transferor Amount is equal to or greater than the Required Transferor Amount, (ii) the Pool Balance is equal to or greater than the Required Pool Balance and (iii) the Seller’s Interest Amount is equal to or greater than the Required Seller’s Interest Amount.

(c) If an Accumulation Period or an Amortization Period has commenced and is continuing with respect to any Series of Notes, amounts on deposit in the Excess Funding Account shall be applied to cover any shortfall in principal collections as and to the extent specified in the related Indenture Supplement and, to such extent, shall be withdrawn from the Excess Funding Account, deposited into the Collection Account and treated as Principal Collections and allocated to each Series of Notes in accordance with the applicable Indenture Supplement. Any remaining amounts on deposit in the Excess Funding Account in excess of the amount required to be treated as Principal Collections for a Monthly Period may, upon written request by the Servicer on behalf of the Transferor and as set forth in a Funding Instruction delivered to the Indenture Trustee, be released on any date to the holders of the Transferor Interest to the extent that, after

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such release, (i) the Transferor Amount is equal to or greater than the Required Transferor Amount, (ii) the Pool Balance is equal to or greater than the Required Pool Balance and (iii) the Seller’s Interest Amount is equal to or greater than the Required Seller’s Interest Amount.

[END OF ARTICLE V]

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ARTICLE VI

SATISFACTION AND DISCHARGE; CANCELLATION OF NOTES

HELD BY THE ISSUER OR THE TRANSFEROR

Section 6.01 Satisfaction and Discharge of Indenture. This Indenture will cease to be of further effect with respect to any Series or Class of Notes (except as to any surviving rights of transfer or exchange of Notes of that Series or Class expressly provided for herein or in the form of Note for that Series or Class), and the Indenture Trustee, on demand of and at the expense of the Issuer, will execute proper instruments acknowledging satisfaction and discharge of this Indenture as to that Series or Class, when:

(a) all Notes of that Series or Class theretofore authenticated and delivered (other than (i) Notes of that Series or Class which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 4.05, and (ii) Notes of that Series or Class for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from that trust, as provided in Section 11.03) have been delivered to the Indenture Trustee for cancellation;

(b) the Issuer has paid or caused to be paid all other sums payable under the Indenture (including payments to the Indenture Trustee pursuant to Section 8.07) by the Issuer with respect to the Notes of that Series or Class; and

(c) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes of that Series or Class have been complied with or waived.

For the avoidance of doubt, the satisfaction and discharge of this Indenture with respect to any Series or Class may also be effected by a Defeasance pursuant to Section 6.04.

Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series or Class of Notes, the obligations of the Issuer to the Indenture Trustee with respect to that Series or Class of Notes under Section 8.07 and the obligations of the Indenture Trustee under Section 6.02 and Section 11.03 will survive such satisfaction and discharge.

Section 6.02 Application of Trust Money. All money and obligations deposited with the Indenture Trustee pursuant to Section 5.01 or Section 5.03 and all money received by the Indenture Trustee in respect of such obligations will be held in trust and applied by it, in accordance with the provisions of Section 8.02 of the Trust Agreement and the Series or Class of Notes in respect of which it was deposited and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Indenture Trustee may determine, to the Persons entitled thereto, of the principal and interest for whose payment that money and obligations have been deposited with or received by the Indenture Trustee; but that money and obligations need not be segregated from other funds held by the Indenture Trustee except to the extent required by this Indenture or by law.

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Section 6.03 Cancellation of Notes Held by the Issuer or the Transferor. If the Issuer, the Transferor or any of their Affiliates holds any Notes, that Holder may, subject to any provisions of a related Indenture Supplement limiting the repayment of such Notes, by notice from that Holder to the Indenture Trustee cause the Notes to be repaid and canceled, whereupon the Notes will no longer be Outstanding.

Section 6.04 Defeasance.

(a) Availability; Scope; Discharge. Notwithstanding anything to the contrary in this Indenture or any Indenture Supplement, the Issuer may at its option be discharged from its obligations hereunder with respect to any Series or Class of Notes, or all Outstanding Series or Classes of Notes (each, a “Defeased Series or Class”), on the date the applicable conditions set forth in Section 6.04(c) are satisfied (a “Defeasance”), but only if Defeasance is explicitly available to such Series or Class in accordance with the related Indenture Supplement (it being understood that Defeasance shall not be available to such Series or Class in any other case); provided, however, that the following rights, obligations, powers, duties and immunities shall survive with respect to each Defeased Series or Class until otherwise terminated or discharged hereunder (collectively, the “Surviving Obligations”): (i) the rights of the Holders of Notes of the Defeased Series or Class to receive, solely from the Escrow Account provided for in Section 6.04(c), payments in respect of principal of and interest on such Notes when such payments are due; (ii) the Issuer’s obligations with respect to such Notes under Sections 4.05 and 4.06; (iii) the rights, powers, trusts, duties and immunities of the Indenture Trustee, the Paying Agent and the Note Registrar hereunder, including the compensation, reimbursement and indemnification provisions of Section 8.07; (iv) the Issuer’s obligations with respect to withholding and reporting tax obligations under Section 13.04; (v) the Issuer’s obligations with respect to unclaimed funds and final distributions under Section 13.08; (vi) the delivery of reports and notices to Noteholders as required by this Indenture and the related Indenture Supplement; and (vii) this Section 6.04.

(b) Collections Substitution. Subject to Section 6.04(c), the Issuer may at its option cause Collections allocated to each Defeased Series or Class and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables.

(c) Conditions to Defeasance. The following shall be the conditions precedent to any Defeasance under Section 6.04(a):

(i) Escrow Deposit. The Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from funds other than Collections or other Trust Assets), under the terms of an Escrow Deposit Agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Indenture Trustee (or its agent) to pay and discharge, all remaining scheduled interest and principal payments on all Outstanding Notes of each Defeased

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Series or Class on the dates scheduled for such payments in this Indenture and the applicable Indenture Supplements (including any applicable premium or make-whole amount specified in the related Indenture Supplement).

(ii) Verification. A statement from an independent firm of nationally recognized public accountants or verification agent (who may also render other services to the Issuer or the Transferor) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above.

(iii) Opinions; Certificates. Prior to effecting such Defeasance, the Issuer, at its own cost and expense and not at the expense of the Indenture Trustee, shall have delivered to the Indenture Trustee: (A) an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01 of the term “Issuer Tax Opinion” with respect to such deposit and termination of obligations; (B) an Opinion of Counsel to the effect that (1) such deposit and termination of obligations will not result in the Issuer being required to register as an “investment company” within the meaning of the Investment Company Act, and (2) this Section 6.04 and the Escrow Deposit Agreement constitute the legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms (subject to customary qualifications); (C) if the Transferor’s long-term unsecured debt obligations are not rated at least “P-3” or “Baa3,” respectively, by Moody’s, an Opinion of Counsel to the effect that such deposit and termination of obligations would not be a fraudulent conveyance (such opinion may be based in reliance on certain certificates to the effect that the deposit and termination of obligations constitute reasonably equivalent value for consideration paid therefor and as to the solvency of the Transferor); and (D) to the extent required by any Rating Agency, an opinion, certificate or other evidence reasonably acceptable to such Rating Agency with respect to perfection and control over the Escrow Account pursuant to Section 2.11.

(iv) Officer’s Certificate. The Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate stating that the Issuer reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, then cause an Early Amortization Event with respect to any Series or any event that, with the giving of notice or the lapse of time, would result in the occurrence of an Early Amortization Event with respect to any Series, and that no Event of Default with respect to the Defeased Series or Class shall have occurred and be continuing on the proposed Defeasance Effective Date.

(v) Rating Agency Condition. The Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of such written notice to the Servicer and the Indenture Trustee.

(d) Platform Mechanics Upon and After Defeasance. From and after the Defeasance Effective Date for a Defeased Series or Class:

(i) Allocations; Waterfalls. The Allocation Amount of the Defeased Series or Class shall be deemed to be zero for purposes of allocations and re-allocations under Article V and the related Indenture Supplement, and such Defeased Series or Class

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shall cease to receive allocations of Finance Charge Collections and Principal Collections. Payments of principal of and interest on the Notes of the Defeased Series or Class shall be made solely from the Escrow Account in accordance with this Section 6.04 and the Escrow Deposit Agreement.

(ii) Triggers and Tests. The Defeased Series or Class shall be excluded from the calculation of any Early Amortization Event tests, allocation percentages, minimum transferor amount, pool balance-based tests and any other platform-level performance tests or triggers, in each case to the extent specified in the related Indenture Supplement and to the extent the Rating Agency Condition is satisfied.

(iii) Enhancements. Any Series-specific enhancement or Supplemental Issuer Account for the Defeased Series or Class shall be treated as provided in the related Indenture Supplement; to the extent amounts are on deposit in any Supplemental Issuer Account related to such Defeased Series or Class, such amounts may, if and as provided in the related Indenture Supplement and subject to the Rating Agency Condition, be transferred to the Escrow Account and applied solely to such Defeased Series or Class.

(iv) Administration; Reporting. The Issuer and the Indenture Trustee shall continue to perform the Surviving Obligations and provide customary notices and monthly statements reflecting that payments on the Defeased Series or Class are to be made solely from the Escrow Account.

(e) Lien; Collateral; Trust Indenture Act.

(i) Effect on Collateral. Upon a Defeasance of a Defeased Series or Class, the lien of this Indenture on the Collateral will be deemed released to the extent (and only to the extent) necessary to permit the payment of the Notes of such Defeased Series or Class solely from the Escrow Account; provided, that the lien of this Indenture shall continue in full force and effect with respect to all other Series and Classes and all other Collateral.

(ii) Escrow Account Treatment. Amounts and Eligible Investments deposited into the Escrow Account shall constitute part of the Collateral solely for the benefit of the Holders of the applicable Defeased Series or Class and shall be applied by the Indenture Trustee (or an Affiliate thereof acting as escrow agent solely in such capacity) or escrow agent strictly in accordance with the Escrow Deposit Agreement. The Escrow Account shall be a “securities account” under the UCC and shall be delivered and subject to the control of the Indenture Trustee in accordance with Section 2.11.

(iii) Trust Indenture Act. To the extent applicable, any release hereunder shall comply with Section 314(d) of the Trust Indenture Act.

(f) Investments; Substitution. Funds and other property credited to the Escrow Account shall be invested only in Eligible Investments, and only to the extent consistent with the sufficiency requirements of Section 6.04(c)(i), and shall mature not later than the Business Day preceding each date on which payments are required to be made on the Notes of the Defeased

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Series or Class. Any substitution of Eligible Investments in the Escrow Account shall require (A) satisfaction of the Rating Agency Condition, (B) an updated verification report of the type described in Section 6.04(c)(ii) confirming continued sufficiency and (C) delivery of an Officer’s Certificate confirming continued compliance with this Section 6.04.

(g) Redemption from Escrow. If the related Indenture Supplement provides for an optional redemption (including any make-whole premium) on a specified date for the Defeased Series or Class, the Issuer may direct the Indenture Trustee or escrow agent to apply amounts in the Escrow Account to redeem the Notes of such Defeased Series or Class on such date in accordance with Article XII and the related Indenture Supplement; provided, that any make-whole or premium required by the related Indenture Supplement is included in the sufficiency of the Escrow Account and the Rating Agency Condition is satisfied.

(h) No Waiver of Limited Recourse. Nothing in this Section 6.04 shall be construed to alter the limited-recourse provisions of Section 7.10 or any subordination provisions in any related Indenture Supplement. The Holders of a Defeased Series or Class shall look solely to the Escrow Account for payment following a Defeasance.

(i) Costs and Expenses. All reasonable fees, indemnities, costs and expenses of the Indenture Trustee (including its counsel), any escrow agent, the Owner Trustee, the Securities Intermediary and any verification agent incurred in connection with a Defeasance shall be paid by the Issuer in accordance with Section 8.07; provided, that, except as otherwise agreed by the Indenture Trustee, such fees, costs and expenses shall not be paid from the Escrow Account.

[END OF ARTICLE VI]

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ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

Section 7.01 Events of Default. “Event of Default,” wherever used herein, means with respect to any Series or Class of Notes any one of the following events (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is either expressly stated to be inapplicable to a particular Series or Class of Notes or specifically deleted or modified in the applicable Indenture Supplement creating such Series or Class of Notes or in the form of Note for such Series or Class:

(a) with respect to such Series or Class of Notes, as applicable, a default by the Issuer in the payment of any interest on such Notes when such interest becomes due and payable, and continuance of such default for a period of thirty-five (35) days following the date on which such interest became due and payable;

(b) with respect to such Series or Class of Notes, as applicable, a default by the Issuer in the payment of the Stated Principal Amount of such Series or Class of Notes at the applicable Legal Maturity Date;

(c) a default in the performance, or breach, of any covenant or warranty of the Issuer in this Indenture in respect of the Notes of such Series or Class (other than a covenant or warranty in respect of the Notes of such Series or Class a default in the performance of which or the breach of which is elsewhere in this Section 7.01 specifically dealt with), all of such covenants and warranties in this Indenture which are not expressly stated to be for the benefit of a particular Series and Class of Notes being deemed to be in respect of the Notes of all Series or Classes for this purpose, and continuance of such default or breach for a period of ninety (90) days after there has been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25% of the aggregate Outstanding Principal Amount of the Outstanding Notes of the affected Series or Class, a written notice specifying such default or breach and requesting it to be remedied and stating that such notice is a “Notice of Default” hereunder and, as a result of such default, the interests of the Holders of the Notes of such Series or Class are materially and adversely affected and continue to be materially and adversely affected during the 90-day period;

(d) (i) the Issuer shall file a petition or commence a proceeding (A) to take advantage of any Debtor Relief Law or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to the Issuer or all or substantially all of its property, (ii) the Issuer shall consent or fail to object to any such petition filed or proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or proceeding shall not have been dismissed or stayed within ninety (90) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or proceeding, (iii) the Issuer shall be unable or shall admit in writing its inability to pay its debts generally as they become due, (iv) the

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Issuer shall make an assignment for the benefit of its creditors, or (v) the Issuer shall voluntarily and intentionally suspend payment of its obligations; or

(e) with respect to any such Series or Class, any additional Event of Default specified in the Indenture Supplement for such Series or Class of Notes as applying to such Series or Class, or specified in the form of Note for such Series or Class.

Section 7.02 Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default described in clause (a), (b), (c) or (e) (if the Event of Default under clause (c) or (e) is with respect to less than all Series and Classes of Notes then Outstanding) of Section 7.01 occurs and is continuing with respect to any Series or Class, then and in each and every such case, unless the principal of all the Notes of such Series or Class shall have already become due and payable, either the Indenture Trustee or the Holders of more than 66-2/3% of the Outstanding Principal Amount of the Notes of such Series or Class then Outstanding hereunder (each such Series or Class acting as a separate Class), by notice in writing to the Issuer (and to the Indenture Trustee if given by the Holders), may declare the Outstanding Principal Amount of all the Outstanding Notes of such Series or Class and all interest accrued or principal accreted and unpaid (if any) thereon to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, anything in this Indenture, the related Indenture Supplement or in the Notes of such Series or Class to the contrary notwithstanding. Such payments are subject to the allocation, deposits and payment sections of the related Indenture Supplement.

(b) If an Event of Default described in clause (c) or (e) of Section 7.01 occurs with respect to all Series and Classes of Outstanding Notes and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, either the Indenture Trustee or the Holders of more than 66-2/3% of the Outstanding Principal Amount of all the Outstanding Notes hereunder (treated as one Class), by notice in writing to the Issuer (and to the Indenture Trustee if given by Holders), may declare the Outstanding Principal Amount of all the Notes then Outstanding and all interest accrued or principal accreted and unpaid (if any) thereon to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, notwithstanding anything in this Indenture, the related Indenture Supplements or the Notes to the contrary.

(c) If an Event of Default described in clause (d) of Section 7.01 occurs and is continuing, then the Notes of all Series and Classes will automatically be and become immediately due and payable by the Issuer, without notice or demand to any Person, and the Issuer will automatically and immediately be obligated to pay off the Notes.

At any time after such a declaration of acceleration has been made or an automatic acceleration has occurred with respect to the Notes of any Series or Class and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article VII provided, the Holders of more than 66-2/3% of the Outstanding Principal Amount of such Series or Classes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay (A) all overdue installments of interest on the Notes of such Series or Class, (B) the principal of any Notes of such Series or

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Class which have become due otherwise than by such declaration of acceleration, and interest thereon at the rate or rates prescribed therefor by the terms of the Notes of such Series or Class, to the extent that payment of such interest is lawful, (C) interest upon overdue installments of interest at the rate or rates prescribed therefor by the terms of the Notes of such Series or Class to the extent that payment of such interest is lawful, and (D) all sums paid by the Indenture Trustee hereunder and the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07; and

(ii) all Events of Default with respect to such Series or Class of Notes, other than the nonpayment of the principal of the Notes of such Series or Class which has become due solely by such acceleration, have been cured or waived as provided in Section 7.15.

No such rescission will affect any subsequent default or impair any right consequent thereon.

Section 7.03 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if:

(a) the Issuer defaults in the payment of interest on any Series or Class of Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or

(b) the Issuer defaults in the payment of the Stated Principal Amount of any Series or Class of Notes on the Legal Maturity Date thereof;

the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Series or Class, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 8.07.

If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series or Class and collect the money adjudged or decreed to

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be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Section 7.04 Indenture Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy or other similar proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 8.07) and of the Noteholders allowed in such judicial proceeding, and

(ii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 8.07.

Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Section 7.05 Indenture Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes of any Series or Class may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes of such Series or Class or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee will be brought in its own name as trustee of an express trust, and any recovery of judgment will, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its respective agents and counsel, be for the ratable benefit of the Holders of the Notes of the Series or Class in respect of which such judgment has been recovered.

Section 7.06 Application of Money Collected. Any money or other property collected by the Indenture Trustee with respect to a Series or Class of Notes pursuant to this Article VII will be applied in the following order, at the date or dates fixed by the Indenture Trustee

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and, in case of the distribution of such money on account of principal or interest, upon presentation of the Notes of such Series or Class and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

(a) first, to (i) the payment of all amounts due to the Indenture Trustee and Securities Intermediary under Section 8.07(a) and (ii) the payment of amounts due to the Owner Trustee under Section 8.01 and 8.02 of the Trust Agreement;

(b) second, as specified in the related Indenture Supplement, for application and payment in accordance with the related Indenture Supplement, the amounts due and payable on the Notes for principal and interest, respectively, and other fees and expenses payable in connection therewith under the applicable Indenture Supplement; and

(c) third, to the Issuer.

Section 7.07 Indenture Trustee May Elect to Hold the Collateral. Following an acceleration of any Series or Class of Notes, the Indenture Trustee may elect to continue to hold the Collateral and apply distributions on the Collateral in accordance with the regular distribution provisions pursuant to the relevant allocation provisions of the Servicing Agreement, except that principal will be paid on the accelerated Series or Class of Notes to the extent funds are received and allocated to the accelerated Series or Class of Notes, and payment is permitted by the subordination provisions of the accelerated Series or Class of Notes.

Section 7.08 Sale of Collateral for Accelerated Notes. In the case of a Series or Class of Notes that has been accelerated following an Event of Default, the Indenture Trustee may, and, subject to any further conditions specified in the related Indenture Supplement, at the direction of the Holders of more than 66-2/3% of the Outstanding Principal Amount of that Series or Class of Notes will, cause the Issuer to sell Collateral as provided in the related Indenture Supplement.

Section 7.09 Limitation on Suits. To the fullest extent permitted by applicable law, except as otherwise provided in Section 14.06, no Holder of any Note of any Series or Class will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee or similar official, or for any other remedy hereunder, unless:

(a) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default with respect to Notes of such Series or Class;

(b) the Holders of more than 66-2/3% in Outstanding Principal Amount of the Outstanding Notes of such Series or Class have made written request to the Indenture Trustee to institute proceedings in respect of such Event of Default in the name of the Indenture Trustee hereunder;

(c) such Holder or Holders have offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; and

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(d) the Indenture Trustee, for sixty (60) days after the Indenture Trustee has received such notice, request and offer of indemnity has failed to institute any such proceeding;

it being understood and intended that no one or more Holders of Notes of such Series or Class will have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes of such Series or Class, or to obtain or to seek to obtain priority or preference over any other such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and proportionate benefit of all the Holders of all Notes of such Series or Class.

Section 7.10 Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse. Notwithstanding any other provisions in this Indenture, the Holder of any Note will have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note on the Legal Maturity Date expressed in the related Indenture Supplement and to institute suit for the enforcement of any such payment, and such right will not be impaired without the consent of such Holder; provided, however, that notwithstanding any other provision of this Indenture to the contrary, the obligation to pay principal of or interest on the Notes or any other amount payable to any Noteholder will be without recourse to the Transferor, the Indenture Trustee, the Owner Trustee or any Affiliate, officer, employee, member or director of any of them, and the obligation of the Issuer to pay principal of or interest on the Notes or any other amount payable to any Noteholder will be subject to the allocation and payment provisions of the Servicing Agreement, this Indenture, and the applicable Indenture Supplements and limited to amounts available from the Collateral.

Section 7.11 Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Issuer, the Indenture Trustee and the Noteholders will, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders will continue as though no such proceeding had been instituted.

Section 7.12 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy will, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 7.13 Delay or Omission Not Waiver. No delay or omission of the Indenture Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article VII or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

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Section 7.14 Control by Noteholders. Holders of more than 66-2/3% of the Outstanding Principal Amount of any affected Series or Class will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to the Notes of such Series or Class, provided that:

(a) the Indenture Trustee will have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the Action so directed may not lawfully be taken or would conflict with this Indenture or if the Indenture Trustee in good faith determines that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not taking part in such direction, and

(b) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with such direction.

Section 7.15 Waiver of Past Defaults. Holders of more than 66-2/3% of the Outstanding Principal Amount of any Series or Class may on behalf of the Holders of all the Notes of such Series or Class waive any past default hereunder or under the related Indenture Supplement with respect to such Series or Class and its consequences, except a default not theretofore cured in the payment of the principal of or interest on any Note of such Series or Class.

The consent of the Holders of all Outstanding Notes of a Series or Class is required to waive any past default hereunder or under the related Indenture Supplement with respect to such Series or Class and its consequences, except a default not theretofore cured in respect of a covenant or provision hereof which under Article X cannot be modified or amended without the consent of the Holder of each Outstanding Note of such Series or Class.

Upon any such waiver, such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, for every purpose of this Indenture; but no such waiver will extend to any subsequent or other default or impair any right consequent thereon.

Section 7.16 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by his or her acceptance thereof will be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 7.16 will not apply to any suit instituted by the Indenture Trustee, to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 25% in Outstanding Principal Amount of the Outstanding Notes of any Series or Class to which the suit relates, or to any suit instituted by any Noteholders for the enforcement of the payment of the principal of or interest on any Note on or after the applicable Legal Maturity Date expressed in such Note.

Section 7.17 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner

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whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

[END OF ARTICLE VII]

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ARTICLE VIII

THE INDENTURE TRUSTEE

Section 8.01 Certain Duties and Responsibilities. (a) The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Notes of any Series or Class, and no implied covenants or obligations will be read into this Indenture against the Indenture Trustee. The permissive rights of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and, with respect to such permissive rights, the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct.

(b) In the absence of bad faith on its part, the Indenture Trustee may, with respect to Notes of any Series or Class, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee will be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).

(c) In case an Event of Default with respect to any Series or Class of Notes has occurred and is continuing, the Indenture Trustee will exercise with respect to the Notes of such Series or Class such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(d) No provision of this Indenture will be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this clause (d) will not be construed to limit the effect of clause (a) of this Section 8.01;

(ii) the Indenture Trustee will not be liable for any error of judgment made in good faith by an Indenture Trustee Authorized Officer, unless it will be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;

(iii) the Indenture Trustee will not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of more than 66-2/3% of the Outstanding Principal Amount of any Series or Class relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture with respect to the Notes of such Series or Class; and

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(iv) no provision of this Indenture will require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it will have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to the Indenture Trustee against such risk or liability is not reasonably assured to it.

(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee will be subject to the provisions of this Section 8.01.

Section 8.02 Notice of Defaults.

(a) Within ninety (90) days after the Indenture Trustee has obtained actual knowledge of the occurrence of any default (as determined pursuant to Section 8.03(h) hereof) with respect to Notes of any Series or Class, Indenture Trustee will deliver to all Registered Noteholders of such Series or Class, as their names and addresses appear in the Note Register, notice of such default hereunder known to the Indenture Trustee, provided, however, that, except in the case of a default in the payment of the principal of or interest on any Note of such Series or Class, the Indenture Trustee will be protected in withholding such notice if and so long as an Indenture Trustee Authorized Officer in good faith determines that the withholding of such notice is in the interests of the Noteholders of such Series or Class.

(b) Within ninety (90) days after the occurrence of any default hereunder with respect to Notes of any Series or Class, the Issuer will give prompt written notification thereof to the Rating Agencies, unless such default will have been cured or waived.

For the purpose of this Section 8.02, the term “default,” with respect to Notes of any Series or Class, means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Notes of such Series or Class.

Section 8.03 Certain Rights of Indenture Trustee. Except as otherwise provided in Section 8.01:

(a) the Indenture Trustee may conclusively rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document (whether in its original, facsimile or other electronic form) believed by it to be genuine and to have been signed or presented by the proper party or parties, and shall have no duty to investigate, recompile, recalculate, verify the accuracy of any such information or otherwise be responsible for the content or accuracy of, any such notice, statement, report or information contained in any such document or otherwise delivered to the Indenture Trustee pursuant to this Indenture or any other Transaction Document;

(b) whenever in the administration of this Indenture the Indenture Trustee deems it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed)

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may, in the absence of bad faith on its part, rely upon an Officer’s Certificate or Opinion of Counsel;

(c) the Indenture Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(d) the Indenture Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(e) the Indenture Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee will determine to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney;

(f) the Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Indenture Trustee will not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(g) the Indenture Trustee will not be responsible for filing any financing statements or continuation statements in connection with the Notes, but will cooperate with the Issuer in connection with the filing of such financing statements or amendments to such financing statements;

(h) the Indenture Trustee shall not be deemed to have notice of any default (including any Servicer Default under the Servicing Agreement) or Event of Default unless an Indenture Trustee Authorized Officer with direct responsibility for the administration of this Indenture has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Notes and this Indenture;

(i) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other person employed to act hereunder;

(j) the Indenture Trustee shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

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(k) in no event shall the Indenture Trustee be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), irrespective of whether the Indenture Trustee has advised of the likelihood of such loss or damage and regardless of the form of action; and

(l) the Indenture Trustee shall have no responsibility to monitor, verify, or enforce compliance with the requirements of Regulation RR by any Person, shall not be charged with knowledge of Regulation RR, and shall not be liable to any Person for any violation thereof.

Section 8.04 Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except the certificates of authentication, will be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Indenture Trustee will not be accountable for the use or application by the Issuer of Notes or the proceeds thereof.

Section 8.05 May Hold Notes. The Indenture Trustee, any Paying Agent, the Note Registrar or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to Section 8.08 and Section 8.13, may otherwise deal with the Issuer with the same rights it would have if it were not Indenture Trustee, Paying Agent, Note Registrar or such other agent.

Section 8.06 Money Held in Trust. Money held by the Indenture Trustee in trust hereunder need not be segregated from other funds except to the extent required by this Indenture or by law. The Indenture Trustee will be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer.

Section 8.07 Compensation and Reimbursement; Limit on Compensation Reimbursement and Indemnity. (a) The Issuer agrees:

(i) to cause the Beneficiary to pay to the Indenture Trustee and Securities Intermediary from time to time reasonable compensation (or, for so long as U.S. Bank Trust Company, National Association is the Indenture Trustee, such amount as has been mutually agreed upon in writing) for all services rendered by it hereunder (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(ii) except as otherwise expressly provided herein, to cause the Beneficiary to reimburse the Indenture Trustee and Securities Intermediary upon the Indenture Trustee’s or Securities Intermediary’s request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or Securities Intermediary in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of the Indenture Trustee’s or Securities Intermediary’s agents and counsel), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s own negligence or bad faith or the Securities Intermediary’s own gross negligence or bad faith; and

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(iii) to cause the Beneficiary to indemnify the Indenture Trustee and Securities Intermediary for, and to hold the Indenture Trustee and Securities Intermediary harmless against, any and all loss, liability, expense, claim, damage or injury incurred without negligence or bad faith on the Indenture Trustee’s or bad faith on the Securities Intermediary’s part, arising out of or in connection with the acceptance or administration of this Indenture and the transactions contemplated hereby, including the costs and expenses of the Indenture Trustee and Securities Intermediary defending itself against any claim or liability (whether asserted by the Issuer, the Servicer, any Holder or any other Person) in connection with the exercise or performance of any of its powers or duties hereunder.

The Indenture Trustee and Securities Intermediary will have no recourse to any asset of the Issuer other than funds available pursuant to Section 7.06 or as set forth in any Indenture Supplement or to any Person other than the Issuer. Except as specified in Section 7.06, any such payment to the Indenture Trustee or Securities Intermediary shall be subordinate to payments to be made to Noteholders.

(b) This Section 8.07 will survive the termination of this Indenture and the resignation or replacement of the Indenture Trustee under Section 8.10.

Section 8.08 Disqualification; Conflicting Interests. If the Indenture Trustee has or will acquire a conflicting interest within the meaning of the Trust Indenture Act, the Indenture Trustee will, if so required by the Trust Indenture Act, either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. Nothing herein will prevent the Indenture Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act.

Section 8.09 Corporate Indenture Trustee Required; Eligibility. There will at all times be an Indenture Trustee hereunder with respect to each Series or Class of Notes, which will be either a bank or a corporation organized and doing business under the laws of the United States of America or of any state or the District of Columbia, authorized under such laws to exercise corporate trust powers, and having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.09, the combined capital and surplus of such corporation will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Issuer may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee with respect to any Series or Class of Notes will cease to be eligible in accordance with the provisions of this Section 8.09, it will resign immediately in the manner and with the effect hereinafter specified in this Article VIII.

Section 8.10 Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article VIII will become effective until the acceptance of appointment by the successor Indenture Trustee under Section 8.11.

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(b) The Indenture Trustee may resign with respect to any Series or Class of Notes at any time by giving written notice thereof to the Issuer. If an instrument of acceptance by a successor Indenture Trustee shall not have been delivered to the Indenture Trustee within thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(c) The Indenture Trustee may be removed with respect to any Series or Class of Notes at any time by Action of the Majority Holders of that Series or Class, delivered to the Indenture Trustee and to the Issuer. If an instrument of acceptance by a successor Indenture Trustee shall not have been delivered to the Indenture Trustee within thirty (30) days after the giving of such notice of removal, the Indenture Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(d) If at any time:

(i) the Indenture Trustee fails to comply with Section 310(b) of the Trust Indenture Act with respect to any Series or Class of Notes after written request therefor by the Issuer or by any Noteholder who has been a bona fide Holder of a Note of that Series or Class for at least six (6) months, or

(ii) the Indenture Trustee ceases to be eligible under Section 8.09 with respect to any Series or Class of Notes and fails to resign after written request therefor by the Issuer or by any such Noteholder, or

(iii) the Indenture Trustee becomes incapable of acting with respect to any Series or Class of Notes, or

(iv) the Indenture Trustee is adjudged bankrupt or insolvent or a receiver of the Indenture Trustee or of its property is appointed or any public officer takes charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Issuer may remove the Indenture Trustee, with respect to the Series or Class, or in the case of clause (iv), with respect to all Series or Classes, or (B) subject to Section 7.16, any Noteholder who has been a bona fide Holder of a Note of such Series and Class for at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee with respect to such Series or Class and the appointment of a successor Indenture Trustee with respect to the Series or Class, or, in the case of clause (iv), with respect to all Series and Classes.

(e) If the Indenture Trustee resigns, is removed or becomes incapable of acting with respect to any Series or Class of Notes, or if a vacancy shall occur in the office of the Indenture Trustee with respect to any Series or Class of Notes for any cause, the Issuer will promptly appoint a successor Indenture Trustee for that Series or Class of Notes. If, within one (1) year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Indenture

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Trustee with respect to such Series or Class of Notes is appointed by Act of the Majority Holders of such Series or Class delivered to the Issuer and the retiring Indenture Trustee, the successor Indenture Trustee so appointed will, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee with respect to such Series or Class and supersede the successor Indenture Trustee appointed by the Issuer with respect to such Series or Class of Notes. If no successor Indenture Trustee with respect to such Series or Class of Notes shall have been so appointed by the Issuer or the Noteholders of such Series or Class and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide Holder of a Note of such Series or Class for at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee with respect to such Series or Class of Notes.

(f) The Issuer will give written notice of each resignation and each removal of the Indenture Trustee with respect to any Series or Class of Notes and each appointment of a successor Indenture Trustee with respect to any Series or Class to each Noteholder as provided in Section 1.06 and to each Rating Agency. To facilitate delivery of such notice, upon request by the Issuer, the Note Registrar shall provide to the Issuer a list of the relevant Registered Noteholders. Each notice will include the name of the successor Indenture Trustee and the address of its principal Corporate Trust Office.

Section 8.11 Acceptance of Appointment by Successor. Every successor Indenture Trustee appointed hereunder will execute, acknowledge and deliver to the Issuer and to the predecessor Indenture Trustee an instrument accepting such appointment and thereupon the resignation or removal of the predecessor Indenture Trustee will become effective with respect to any Series or Class as to which it is resigning or being removed as Indenture Trustee, and such successor Indenture Trustee, without any further act, deed or conveyance, will become vested with all the rights, powers, trusts and duties of the predecessor Indenture Trustee with respect to any such Series or Class; but, on request of the Issuer or the successor Indenture Trustee, such predecessor Indenture Trustee will, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights, powers and trusts of the predecessor Indenture Trustee, and will duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such predecessor Indenture Trustee hereunder with respect to all or any such Series or Class, subject nevertheless to its lien, if any, provided for in Section 8.07. Upon request of any such successor Indenture Trustee, the Issuer will execute any and all instruments for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights, powers and trusts.

In case of the appointment hereunder of a successor Indenture Trustee with respect to the Notes of one or more (but not all) Series or Classes, the Issuer, the predecessor Indenture Trustee and each successor Indenture Trustee with respect to the Notes of any applicable Series or Class will execute and deliver an Indenture Supplement which will contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Indenture Trustee with respect to the Notes of any Series or Class as to which the predecessor Indenture Trustee is not being succeeded will continue to be vested in the predecessor Indenture Trustee, and will add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such Indenture Supplement will

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constitute such Indenture Trustees co-trustees of the same trust and that each such Indenture Trustee will be Indenture Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Indenture Trustee.

No successor Indenture Trustee with respect to any Series or Class of Notes will accept its appointment unless at the time of such acceptance such successor Indenture Trustee will be qualified and eligible under this Article VIII.

Section 8.12 Merger, Conversion, Consolidation or Succession to Business. Any entity into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the Indenture Trustee, will be the successor of the Indenture Trustee hereunder, provided such entity shall be otherwise qualified and eligible under this Article VIII, without the execution or filing of any paper or any further act on the part of any of the parties hereto. The Indenture Trustee shall give prompt written notice of such merger, conversion, consolidation or succession to the Issuer. In case any Notes shall have been authenticated, but not delivered, by the Indenture Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Indenture Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Indenture Trustee had itself authenticated such Notes.

Section 8.13 Preferential Collection of Claims Against Issuer. If and when the Indenture Trustee shall be or become a creditor of the Issuer (or any other obligor upon the Notes), the Indenture Trustee will be subject to the provisions of Section 311 of the Trust Indenture Act. An Indenture Trustee who has resigned or been removed will be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein.

Section 8.14 Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent or Agents with respect to one or more Series or Classes of Notes which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series or Classes issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 4.06, and Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or the Indenture Trustee’s Certificate of Authentication, such reference will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be an Entity organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 8.14, the combined capital and surplus of such Authenticating Agent will be deemed to be

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its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this Section 8.14, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section 8.14. The initial Authenticating Agent for the Notes of all Series and Classes will be U.S. Bank Trust Company, National Association.

Any entity into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any entity succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided such entity will be otherwise eligible under this Section 8.14, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent will cease to be eligible in accordance with the provisions of this Section 8.14, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent and will give notice to each Noteholder as provided in Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section 8.14.

The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer from time to time) reasonable compensation for its services under this Section 8.14, and the Indenture Trustee will be entitled to be reimbursed for such payments, subject to the provisions of Section 8.07.

If an appointment of an Authenticating Agent, other than the Indenture Trustee, is made with respect to one or more Series or Classes, pursuant to this Section 8.14, the Notes of such Series or Classes may have endorsed thereon, in addition to the Indenture Trustee’s Certificate of Authentication, an alternate Certificate of Authentication in the following form:

This is one of the Notes of the Series or Classes designated therein referred to in the within-mentioned Indenture.

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
By:
	As Authenticating Agent
By:
	Authorized Signatory

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Section 8.15 Tax Returns. In the event that the Issuer shall be required to file tax returns, the Administrator shall prepare or shall cause to be prepared such tax returns and shall provide such tax returns to the Owner Trustee or the Beneficiary for signature at least five (5) days before such tax returns are due to be filed. The Issuer, in accordance with the terms of each Indenture Supplement, shall also prepare or shall cause to be prepared all tax information required by law to be distributed to Noteholders and shall deliver such information to the Indenture Trustee at least five (5) days prior to the date it is required by law to be distributed to Noteholders. The Indenture Trustee, upon written request, will furnish the Administrator with all such information known to the Indenture Trustee as may be reasonably requested and required in connection with the preparation of all tax returns of the Issuer, and shall, upon request, execute such returns. In no event shall the Administrator, the Indenture Trustee or the Owner Trustee be personally liable for any liabilities, costs or expenses of the Issuer or any Noteholder arising under any tax law, including without limitation, federal, state or local income or excise taxes or any other tax imposed on or measured by income (or any interest or penalty with respect thereto arising from a failure to comply therewith).

Section 8.16 Representations and Covenants of the Indenture Trustee. The Indenture Trustee represents, warrants and covenants that:

(i) The Indenture Trustee is an entity validly existing in good standing under the applicable laws of the jurisdiction of its organization;

(ii) The Indenture Trustee has full power and authority to execute, deliver and perform its obligations under this Indenture and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture and other documents to which it is a party; and

(iii) Each of this Indenture and the other documents to which it is a party has been duly executed and delivered by the Indenture Trustee and constitutes its legal, valid and binding obligation in accordance with its terms.

Section 8.17 Appointment of Co-Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and shall execute and deliver all instruments, subject to the prior written consent of the Transferor, which consent shall not be unreasonably withheld, to appoint one or more Persons reasonably acceptable to the Issuer to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section 8.17, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.09 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.10.

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(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee and an executed copy delivered to the Issuer.

(d) Any separate trustee or co-trustee may at any time appoint the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 8.18 Certain Securities Laws Covenants. The Indenture Trustee shall furnish the Bank and the Transferor with any documents and information relating to the Indenture Trustee necessary or appropriate to enable such parties to comply with the Securities Act and the Securities Exchange Act, including the rules contained in 17 CFR Parts 210, 228, 229, 230, 232, 239, 240, 242, 245 and 249 of Regulation AB.

[END OF ARTICLE VIII]

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ARTICLE IX

LISTS, REPORTS BY INDENTURE

TRUSTEE, ISSUER AND BENEFICIARY

Section 9.01 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause to be furnished to the Indenture Trustee:

(a) not more than ten (10) days after each Record Date, in such form as the Indenture Trustee may reasonably require, a list of the names and addresses of the Registered Noteholders of such Series or Classes as of such date, and

(b) at such other times as the Indenture Trustee may request in writing, within thirty (30) days after the receipt by the Issuer of any such request, a list of similar form and content as of a date not more than fifteen (15) days before the time such list is furnished;

provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished.

Section 9.02 Preservation of Information; Communications to Noteholders.

(a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 upon receipt of a new list so furnished.

(b) If three or more Holders of Notes of any Series or Class (hereinafter referred to as “applicants”) (or, if there are less than three such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series or Class for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series or Class or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either:

(i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), or

(ii) inform such applicants as to the approximate number of Holders of Notes of such Series or Class or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), and as to the approximate cost of delivering to such Noteholders the form of proxy or other communication, if any, specified in such application.

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If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, make available to each Holder of a Registered Note of such Series or Class or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be made available and of payment, or provision for the payment, of the reasonable expenses thereof, unless, within five (5) days after such tender, the Indenture Trustee shall make available to such applicants and file with the Commission, together with a copy of the material to be made available, a written statement to the effect that, in the opinion of the Indenture Trustee, such availability would be contrary to the best interests of the Holders of Notes of such Series or Class or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will make available copies of such material to all Registered Noteholders of such Series or Class or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application.

(c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with Section 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under Section 9.02(b).

Section 9.03 Reports by Indenture Trustee. (a) The term “reporting date” as used in this Section 9.03 means December 31. Within sixty (60) days after the reporting date in each year, beginning in 2027, the Indenture Trustee will transmit to Noteholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such reporting date if required by Section 313(a) of the Trust Indenture Act.

(b) To the extent required by the Trust Indenture Act, the Indenture Trustee will deliver each year to all Registered Noteholders, with a copy provided to the Issuer and delivered to the Rating Agencies by the Issuer, a report concerning:

(i) its eligibility and qualifications to continue as trustee under this Indenture;

(ii) any amounts advanced by the Indenture Trustee under this Indenture;

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(iii) the amount, interest rate and maturity date or indebtedness owing by the Issuer to the Indenture Trustee, in its individual capacity;

(iv) the property and funds physically held by the Indenture Trustee by which such Notes are secured;

(v) any release or release and substitution of Collateral subject to the lien of this Indenture which has not previously been reported; and

(vi) any action taken by the Indenture Trustee that materially affects the Notes and that has not previously been reported.

(c) The Indenture Trustee will comply with Sections 313(b) and 313 (c) of the Trust Indenture Act.

(d) A copy of each such report will, at the time of such transmission to Noteholders, be filed by the Indenture Trustee with each stock exchange upon which the Notes are listed, and also with the Commission. The Issuer will notify the Indenture Trustee when the Notes are admitted to trading on any stock exchange.

Section 9.04 Reports by Issuer to the Commission. The Issuer will:

(a) file with the Indenture Trustee, within fifteen (15) days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act; or, if the Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it will file with the Indenture Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(b) file with the Indenture Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(c) supply to the Indenture Trustee and the Indenture Trustee shall transmit to all Registered Noteholders, as their names and addresses appear in the Note Register within thirty (30) days after the filing thereof with the Indenture Trustee, such summaries of any information, documents and reports required to be filed by the Issuer pursuant to paragraphs (a) and (b) of this Section 9.04 as may be required by rules and regulations prescribed from time to time by the Commission.

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(d) The delivery of such reports, information and documents to the Indenture Trustee is for informational purposes only and the Indenture Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Indenture Trustee is entitled to rely conclusively on an Officer’s Certificate of an Authorized Officer of the Issuer).

Section 9.05 Monthly Noteholders’ Statement. On each Determination Date, the Issuer will cause the Servicer to, in cooperation with and based on information provided to it by the Issuer and the Beneficiary, complete and deliver to the Note Registrar, the Indenture Trustee and the Transferor (with a copy to each Rating Agency) a Monthly Noteholders’ Statement.

On each Distribution Date, the Indenture Trustee shall make the Monthly Noteholders’ Statement available electronically and, with the consent or at the direction of the Issuer, such other information regarding the Notes and/or the Collateral as the Indenture Trustee may have in its possession via access to a password-protected website maintained by the Indenture Trustee. Access to such website shall be provided to any party to a Transaction Document requesting access, to each Rating Agency and, after proof of ownership is provided to the Indenture Trustee by such Noteholder or Note Owner or agent of such Noteholder or Note Owner by way of certification in a form acceptable to the Indenture Trustee (which, in the case of a Note Owner, may include documentation confirming that such Note Owner is a Verified Note Owner), to any Noteholder or Note Owner; provided, however, that the Indenture Trustee shall have no obligation to provide such information described in this Section 9.05 until it has received the requisite information from the Issuer or the Servicer, as applicable. The Indenture Trustee will make no representation or warranty as to the accuracy or completeness of such documents and will assume no responsibility therefor.

The Indenture Trustee’s internet website shall be initially located at https://pivot.usbank.com or at such other address as shall be specified by the Indenture Trustee from time to time in writing to each Rating Agency, each Noteholder and the parties to this Indenture and to the Servicing Agreement. Other than as set forth in Section 8.01 hereof, the Indenture Trustee shall not be liable for the electronic dissemination of information as contemplated by this Section.

[END OF ARTICLE IX]

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ARTICLE X

INDENTURE SUPPLEMENTS; AMENDMENTS TO THE

TRUST AGREEMENT

Section 10.01 Supplemental Indentures and Amendments Without Consent of Noteholders. Without the consent of the Holders of any Notes but with prior notice to each Rating Agency, the Issuer and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future, the Issuer may amend this Indenture, including any Indenture Supplement or enter into one or more Indenture Supplements, in form satisfactory to the Indenture Trustee, for any of the following purposes:

(a) to evidence the succession of another Entity to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or

(b) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer by the Issuer, for the benefit of the Holders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or

(c) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or

(d) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; or

(e) to establish any form of Note, as provided in Article III, and to provide for the issuance of any Series or Class of Notes as provided in Article IV and to set forth the terms thereof, and/or to add to the rights of the Holders of the Notes of any Series or Class; or

(f) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder with respect to one or more Series or Classes of Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 8.11; or

(g) to add any additional Early Amortization Events or Events of Default in respect of the Notes of any or all Series or Classes (and if such additional Events of Default are to be in respect of less than all Series or Classes of Notes, stating that such Events of Default are

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expressly being included solely for the benefit of one or more specified Series or Classes of Notes); or

(h) if one or more additional Beneficiaries under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any necessary changes to the Indenture or any other related document; or

(i) to designate additional Collateral to the Issuer; or

(j) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or

(k) to comply with any regulatory, accounting, securities or tax laws, rules, regulations or requirements; or

(l) to qualify for sale treatment under generally accepted accounting principles.

Additionally, notwithstanding any provision of this Article X to the contrary and in addition to clauses (a) through (l) above, the Issuer and the Indenture Trustee may amend this Indenture, including any Indenture Supplement, to modify, eliminate or add to the provisions of this Indenture to (i) facilitate compliance with any amendment to, or any interpretive guidance by the FDIC or its staff with respect to, the FDIC Rule or any other change of law or regulation which applies to the Issuer or the transactions governed by the Transaction Documents or (ii) cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to this Indenture in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act; provided, that the Issuer shall deliver to the Indenture Trustee and the Owner Trustee (A) an Officer’s Certificate to the effect that (x) such amendment will not have a material adverse effect on the Noteholders or (y) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the Issuer or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to this Indenture in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, and (B) an Issuer Tax Opinion with respect to such amendment.

Additionally, notwithstanding any provision of this Article X to the contrary and in addition to clauses (a) through (l) above, this Indenture, including any Indenture Supplement, may also be amended without the consent of the Indenture Trustee or any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion for the purpose of (i) adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or (ii) modifying in any manner the rights of the Holders of the Notes under this Indenture or any Indenture Supplement; provided, however, that (A) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (B) for so long as any Outstanding Series exists, the Rating Agency Condition shall be satisfied.

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Additionally, notwithstanding any provision of this Article X to the contrary and in addition to clauses (a) through (l) and the immediately preceding paragraph, this Indenture, including any Indenture Supplement, may also be amended without the consent of the Indenture Trustee or any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion to provide for (i) the establishment of multiple asset pools and the designation of Collateral to be included as part of specific asset pools or (ii) those changes necessary for compliance with securities law requirements; provided, however, that (A) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (B) for so long as any Outstanding Series exists, the Rating Agency Condition shall be satisfied.

The Indenture Trustee may, but shall not be obligated to, enter into any amendment which adversely affects the Indenture Trustee’s rights, duties, benefits, protections, privileges or immunities under this Indenture or otherwise. Any amendment that affects the rights, duties, benefits, protections, privileges, immunities or indemnities of the Owner Trustee under this Indenture or otherwise shall require the prior written consent of the Owner Trustee, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, no amendment shall expand or impose any duties or obligations on the Owner Trustee except to the extent expressly agreed to in writing by the Owner Trustee.

Section 10.02 Supplemental Indentures with Consent of Noteholders. In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Rating Agency and the consent of Holders of more than 66-2/3% in Outstanding Principal Amount of each Series or Class of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer, and the Indenture Trustee, as applicable, upon delivery of an Issuer Tax Opinion may enter into an amendment of this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series or Class under this Indenture or any Indenture Supplement; provided, however, that no such amendment of an Indenture Supplement will, without the consent of the Holder of each Outstanding Note affected thereby:

(a) change the scheduled payment date of any payment of interest on any Note, or change an Expected Final Distribution Date or Legal Maturity Date of any Note;

(b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Principal Amount, the Adjusted Outstanding Principal Amount or the Allocation Amount in a manner that is adverse to the Holder of any Note;

(c) reduce the amount of a Discount Note payable upon the occurrence of an Early Amortization Event or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Date;

(d) impair the right to institute suit for the enforcement of any payment on any Note;

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(e) reduce the percentage in Outstanding Principal Amount of the Outstanding Notes of any Series or Class of Notes, the consent of whose Holders is required for any such amendment, or the consent of whose Holders is required for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, provided for in this Indenture;

(f) modify any of the provisions of this Section 10.02 or Section 7.15, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(g) permit the creation of any lien or other encumbrance on the Collateral that is prior to the lien in favor of the Indenture Trustee for the benefit of the Holders of such Notes;

(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement; or

(i) change the method of computing the amount of principal of, or interest on, any Note on any date.

An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series or Class of Notes, or which modifies the rights of the Holders of Notes of such Series or Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series or Class.

It will not be necessary for any Act of Noteholders under this Section 10.02 to approve the particular form of any proposed amendment or Indenture Supplement, but it will be sufficient if such Act will approve the substance thereof.

Section 10.03 Execution of Amendments and Indenture Supplements. In executing or accepting the additional trusts created by any amendment of this Indenture or Indenture Supplement permitted by this Article X or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee will be provided with, and (subject to Section 8.01 or the applicable provisions of the Transfer Agreement and the Servicing Agreement) will be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment or Indenture Supplement is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Indenture Trustee may, but will not (except to the extent required in the case of an amendment or Indenture Supplement entered into under Section 10.01(d) or Section 10.01(f)) be obligated to, enter into any such amendment or Indenture Supplement which affects the Indenture Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 10.04 Effect of Amendments and Indenture Supplements. Upon the execution of any amendment of this Indenture or any Indenture Supplement or any supplemental indentures under this Article X, this Indenture and the related Indenture Supplement will be modified in accordance therewith with respect to each Series or Class of Notes affected thereby,

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or all Notes, as the case may be, and such amendment or supplemental indenture will form a part of this Indenture and the related Indenture Supplement for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder will be bound thereby to the extent provided therein.

Section 10.05 Conformity with Trust Indenture Act. Every amendment of this Indenture or any Indenture Supplement and every supplemental indenture executed pursuant to this Article X will conform to the requirements of the Trust Indenture Act as then in effect.

Section 10.06 Reference in Notes to Indenture Supplements. Notes authenticated and delivered after the execution of any amendment of this Indenture or any Indenture Supplement or any supplemental indenture pursuant to this Article X may, and will if required by the Indenture Trustee, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such amendment or supplemental indenture. If the Issuer will so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such amendment or supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

Section 10.07 Amendments to the Trust Agreement.

(a) The Trust Agreement may be amended from time to time in accordance with its terms and subject to the conditions and limitations set forth therein; provided, that no such amendment shall have an Adverse Effect or be reasonably expected to have an Adverse Effect at any time in the future.

(b) In addition to any amendment permitted by Section 10.07(a), the Trust Agreement may be amended with the consent of Noteholders only to the extent, and subject to the applicable consent thresholds, notice requirements, conditions and limitations, set forth in the Trust Agreement, including any requirement for the consent of the Holders of not less than a majority or more than 66²/₃% of the Outstanding Principal Amount of each affected Series or Class of Notes, or the Holders of all Notes then outstanding, as applicable.

(c) For the avoidance of doubt, the procedural requirements and conditions for any amendment to the Trust Agreement (including the consent of the Owner Trustee where required) shall be as set forth in the Trust Agreement, and nothing in this Section 10.07 shall be construed to supersede or limit the amendment provisions of the Trust Agreement.

[END OF ARTICLE X]

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ARTICLE XI

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER

Section 11.01 Payment of Principal and Interest. With respect to each Series or Class of Notes, the Issuer will duly and punctually pay the principal of and interest on such Notes in accordance with their terms, this Indenture and any related Indenture Supplement, and will duly comply with all the other terms, agreements and conditions contained in, or made in this Indenture and any related Indenture Supplement for the benefit of, the Notes of such Series or Class. The payment of principal and interest on each Series or Class of Notes will be primarily based on the performance of the Receivables and, except for interest rate or currency mismatches, will not be contingent on market or credit events that are independent of the Receivables.

Section 11.02 Maintenance of Office or Agency. The Issuer will maintain an office or agency in each Place of Payment where Notes may be presented or surrendered for payment, where Notes may be surrendered for transfer or exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of such office or agency. If at any time the Issuer will fail to maintain such office or agency or will fail to furnish the Indenture Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Indenture Trustee, and the Issuer hereby appoints the Indenture Trustee its agent to receive all such presentations, surrenders, notices and demands.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes of one or more Series or Classes may be presented or surrendered for any or all of such purposes specified above and may constitute and appoint one or more Paying Agents for the payments of such Notes, in one or more other cities, and may from time to time rescind such designations and appointments; provided, however, that no such designation, appointment or rescission shall in any matter relieve the Issuer of its obligations to maintain an office or agency in each Place of Payment for Notes of any Series or Class for such purposes. The Issuer will give prompt written notice to the Indenture Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless and until the Issuer rescinds one or more of such appointments, the Issuer hereby appoints the Indenture Trustee, at its principal office, as its Paying Agent in St. Paul, Minnesota with respect to all Series and Classes of Notes having a Place of Payment in the City of St. Paul, Minnesota.

Section 11.03 Money for Note Payments to be Held in Trust. The Paying Agent, on behalf of the Indenture Trustee, will make distributions to Noteholders from the Collection Account or other applicable Issuer Account pursuant to the provisions of any Indenture Supplement based solely on information provided by the Servicer either in a Monthly Payment Instruction or Funding Instruction and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Issuer Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its

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obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee.

The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any Series or Class of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees), subject to the provisions of this Section 11.03, that such Paying Agent will:

(a) hold all sums held by it for the payment of principal of or interest on Notes of such Series or Class in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided;

(b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such Series or Class) in the making of any such payment of principal or interest on the Notes of such Series or Class;

(c) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section 11.03 required to be met by a Paying Agent at the time of its appointment; and

(e) comply with all requirements of the Internal Revenue Code or any other applicable tax law with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any Series or Class of Notes or for any other purpose, pay, or by an Officer’s Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every Series or Class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will be released from all further liability with respect to such money.

Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any Series or Class and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer upon request in an Officer’s Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as

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trustee thereof, will thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 1.06, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it.

Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States federal or state authority. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 11.03, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.

Section 11.04 Statement as to Compliance. The Issuer will deliver to the Indenture Trustee and the Rating Agencies, on or before March 31 of each year, beginning in 2027, a written statement signed by an Authorized Officer of the Issuer stating that:

(a) a review of the activities of the Issuer during the prior year and of the Issuer’s performance under this Indenture and under the terms of the Notes has been made under such Authorized Officer’s supervision; and

(b) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied in all material respects with all conditions and covenants under this Indenture throughout such year, or, if there has been a material default in the fulfillment of any such condition or covenant (without regard to any grace period or requirement of notice), specifying each such default known to such Authorized Officer and the nature and status thereof.

Section 11.05 Legal Existence. The Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

Section 11.06 Further Instruments and Acts. Upon request of the Indenture Trustee or as necessary, the Issuer will execute and deliver such further instruments and do such further acts (including, but not limited to, disclosing or causing to be disclosed information) as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture or to facilitate compliance with the FDIC Rule. To the extent any action or disclosure is required to facilitate compliance with Regulation RR or the FDIC Rule, such action or disclosure shall be made or taken in a manner consistent with this Indenture, the Transfer Agreement and any applicable Indenture Supplement.

Section 11.07 Compliance with Laws. The Issuer will comply with the requirements of all applicable laws, the noncompliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes or this Indenture.

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Section 11.08 Notice of Events of Default. The Issuer agrees to give the Indenture Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder, each event which, after the giving of notice or lapse of time or both, would become an Event of Default hereunder, and each breach on the part of the Transferor of its obligations under the Transfer Agreement.

Section 11.09 Certain Negative Covenants. The Issuer will not:

(a) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts withheld in good faith from such payments under the Internal Revenue Code or other applicable tax law including foreign withholding);

(b) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Indenture Trustee created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby;

(c) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien in favor of the Indenture Trustee created by this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof;

(d) permit the lien in favor of the Indenture Trustee created by this Indenture not to constitute a valid first priority perfected security interest in the Collateral;

(e) voluntarily dissolve or liquidate; or

(f) sell the obligations (as defined in the FDIC Rule) issued in a securitization (as defined in the FDIC Rule) predominantly to an affiliate (other than a wholly-owned subsidiary consolidated for accounting and capital purposes with the Bank).

Section 11.10 No Other Business. The Issuer will not engage in any business other than as permitted under the Trust Agreement.

Section 11.11 Rule 144A Information. For so long as any of the Notes of any Series or Class are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Exchange Act, the Issuer agrees to provide to any Noteholder of such Series or Class and to any prospective purchaser of Notes designated by such Noteholder, upon the request of such Noteholder or prospective purchaser, any information required to be provided to such Holder or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the Securities Exchange Act.

Section 11.12 Performance of Obligations. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such

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instrument or agreement, except as expressly provided in this Indenture, the Trust Agreement, the Transfer Agreement, the Servicing Agreement or such other instrument or agreement.

(b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, any Indenture Supplement, the Trust Agreement, the Transfer Agreement and in the instruments and agreements relating to the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and amendments thereto required to be filed by the terms of this Indenture and the Trust Agreement in accordance with and within the time periods provided for herein and therein.

Section 11.13 Issuer May Consolidate, Etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person or convert into any other Entity, unless:

(1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger or the Entity resulting from such conversion (i) shall be a Person organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, (ii) shall not be subject to regulation as an “investment company” under the Investment Company Act and (iii) shall expressly assume, by a supplemental indenture, executed and delivered to the Indenture Trustee, in a form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance of every covenant of this Indenture on the part of the Issuer to be performed or observed;

(2) immediately after giving effect to such transaction, no Event of Default or Early Amortization Event shall have occurred and be continuing;

(3) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (i) such consolidation, merger or conversion and such supplemental indenture comply with this Section 11.13, (ii) all conditions precedent in this Section 11.13 relating to such transaction have been complied with (including any filing required by the Securities Exchange Act), or waived and (iii) such supplemental indenture is duly authorized, executed and delivered and is valid, binding and enforceable against such Person;

(4) for so long as any Outstanding Series exists, the Rating Agency Condition has been satisfied;

(5) the Issuer shall have received an Issuer Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee); and

(6) any action that is necessary to maintain the lien and Security Interest created by this Indenture, and the perfection and priority thereof, shall have been taken.

(b) The Issuer shall not convey or transfer any of its properties or assets, including those included in the Collateral, substantially as an entirety to any Person, unless:

(1) the Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States

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citizen or a Person organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, (B) expressly assume, by a supplemental indenture, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the lien and Security Interest of the Indenture Trustee created by this Indenture, (D) expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Securities Exchange Act in connection with the Notes and (E) not be an “investment company” as defined in the Investment Company Act;

(2) immediately after giving effect to such transaction, no Event of Default or Early Amortization Event shall have occurred and be continuing;

(3) for so long as any Outstanding Series exists, the Rating Agency Condition has been satisfied;

(4) the Issuer shall have received an Issuer Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee);

(5) any action that is necessary to maintain the lien and security interest created by this Indenture, and the perfection and priority thereof, shall have been taken; and

(6) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such Indenture Supplement comply with this Section 11.13 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Securities Exchange Act).

Section 11.14 Successor Substituted. Upon any consolidation, merger or conversion, or any conveyance or transfer of the properties and assets of the Issuer substantially as an entirety in accordance with Section 11.13 hereof, the Person formed by or surviving such consolidation, merger or conversion (if other than the Issuer) or the Person to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein. In the event of any such conveyance or transfer, the Person named as the Issuer in the first paragraph of this Indenture or any successor which shall theretofore have become such in the manner prescribed in this Section 11.14 shall be released from its obligations under this Indenture as issued immediately upon the effectiveness of such conveyance or transfer, provided, that the Issuer shall not be released from any obligations or liabilities to the Indenture Trustee or the Noteholders arising prior to such effectiveness (which, for the avoidance of doubt and for purposes of this Section 11.14, obligations to the Noteholders existing prior to such effectiveness shall not include the payment obligations under the Notes).

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Section 11.15 Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by this Indenture or the Trust Agreement, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

Section 11.16 Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

Section 11.17 Restricted Payments. The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, (x) distributions as contemplated by, and to the extent funds are available for such purpose under, the Trust Agreement and (y) payments to the Indenture Trustee pursuant to Section 8.07 hereof. The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Indenture or any Indenture Supplement.

Section 11.18 No Borrowing. The Issuer will not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any additional indebtedness, except for the Notes.

Section 11.19 Ordinary Course. The Issuer entered into the securitization in the ordinary course of business and not in contemplation of insolvency of the Bank and not with intent to hinder, delay or defraud the Bank or its creditors.

[END OF ARTICLE XI]

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ARTICLE XII

EARLY AMORTIZATION OF NOTES

Section 12.01 Applicability of Article. Unless otherwise specified in the applicable Indenture Supplement related to a Series or Class of Notes, pursuant to the terms of this Article XII, the Issuer will redeem and pay, provided, that funds are available and subject to the allocation and reallocation provisions and, with respect to Subordinated Notes, the subordination provisions of the Senior Class of that Series, of the related Indenture Supplement, each affected Series or Class of Notes upon the occurrence of any Early Amortization Event. Unless otherwise specified in the applicable Indenture Supplement relating to a Series or Class of Notes, or in the form of Notes for such Series or Class, and subject to the following provisions of this Section 12.01, the following are “Early Amortization Events”:

(a) the Issuer becomes an investment company within the meaning of the Investment Company Act;

(b) the occurrence of an Insolvency Event as defined in Section 4.01 of the Transfer Agreement relating to the Transferor;

(c) the occurrence of an Insolvency Event as defined in Section 8.02 of the Receivables Purchase Agreement relating to the Bank;

(d) a Transfer Restriction Event shall occur with respect to the Receivables Purchase Agreement; and

(e) with respect to any Series or Class of Notes, any additional Early Amortization Event specified in the Indenture Supplement for such Series or Class of Notes as applying to such Series or Class of Notes.

In the case of any event described in clauses (a) through (d), (unless otherwise specified in the applicable Indenture Supplement relating to a Series) an Early Amortization Event shall occur with respect to all Series without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in clause (e), an Early Amortization Event shall occur at the time specified and after the occurrence of the events specified in the applicable Indenture Supplement.

The repayment price of a Series or Class of Notes so redeemed will equal the Outstanding Principal Amount of such Series or Class, plus accrued, past due and additional interest to but excluding the date of repayment, the payment of which will be subject to the allocations, deposits and payments sections and the subordination provisions of the related Indenture Supplement.

If the Issuer is unable to pay the repayment price in full on the Distribution Date following the end of the Monthly Period in which the Early Amortization Event occurs, monthly payments on such Series or Class of Notes will thereafter be made on each following Distribution Date until the Stated Principal Amount of such Series or Class, plus all accrued, past due and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to the

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allocations, deposits and payments sections of the related Indenture Supplement. If a Series or Class has been defeased pursuant to Section 6.04, the optional redemption of such Defeased Series or Class may be funded from amounts on deposit in the Escrow Account in accordance with Section 6.04(g). Any funds in any Supplemental Issuer Accounts for a repaid Series or Class will be applied to make the principal and interest payments on that Series or Class on the repayment date, subject to the allocations, deposits and payments sections of the related Indenture Supplement. Principal payments on redeemed Classes will be made first to the senior most Notes until paid in full, then to the next Subordinated Notes until paid in full.

No Principal Collections will be allocated to a Series or Class of Notes with an Allocation Amount of zero, irrespective of whether the Stated Principal Amount of that Series or Class of Notes has been paid in full. However, any funds previously deposited into the applicable Issuer Accounts will be available to pay principal of and interest on such Series or Class of Notes. Furthermore, Available Finance Charge Collections may be applied to reimburse reductions in the Allocation Amount of such Series or Class.

Section 12.02 Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Trust or the Transferor has the right, but not the obligation, to redeem a Series or Class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Principal Amount (after giving effect to all payments on such day) of such Series or Class of Notes is reduced to less than 10% of its highest Outstanding Principal Amount at any time (or such other percentage as shall be specified from time to time by the Transferor), but in no event shall such optional redemption occur if 25% or more of the Initial Principal Amount of such Series is still Outstanding; provided, however, that if such Class of Notes redeemed is of a Subordinated Class of Notes, the Transferor will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the applicable Issuer Accounts for the Senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is no longer required to provide subordination protection for the Senior Classes of that Series.

If the Transferor elects to redeem a Series or Class of Notes, it will cause the Issuer to notify the Holders of such redemption at least thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal 100% of the Outstanding Principal Amount of such Series or Class, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Class to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement.

If the Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on such Series or Class of Notes will thereafter be made until either the Outstanding Principal Amount of such Series or Class, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series or Class will be applied to make the principal and interest payments on that Series or Class on the redemption date in accordance

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with the related Indenture Supplement. Principal payments on redeemed Series or Class will be made in accordance with the related Indenture Supplement.

Section 12.03 Notice. Promptly after the occurrence of any Early Amortization Event or a redemption pursuant to Section 12.02, the Issuer will notify the Indenture Trustee and the Rating Agencies in writing of the identity, Stated Principal Amount and Outstanding Principal Amount of the affected Series or Class of Notes to be redeemed. Notice of redemption will promptly be given as provided in Section 1.06. All notices of redemption will state (a) the date on which the redemption of the applicable Series or Class of Notes pursuant to this Article XII will begin, which will be the Distribution Date next following the end of the Monthly Period in which the applicable Early Amortization Event or redemption pursuant to Section 12.02 occurs, (b) the redemption price for such Series or Class of Notes and (c) the Series or Class of Notes to be redeemed pursuant to this Article XII.

[END OF ARTICLE XII]

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ARTICLE XIII

MISCELLANEOUS

Section 13.01 No Petition. The Indenture Trustee, by entering into this Indenture and each Noteholder, by accepting a Note, agrees, to the fullest extent permitted by applicable law, that at no time shall it commence, or join in commencing, a bankruptcy case or other insolvency or similar proceeding under the laws of any jurisdiction against the Issuer or the Transferor.

Section 13.02 Trust Obligations. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Owner Trustee or of any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity).

Section 13.03 Limitations on Liability. (a) The parties hereto are put on notice and hereby acknowledge and agree that (a) this Indenture is executed and delivered on behalf of the Trust by BNY Mellon Trust of Delaware (“BNY”), not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Issuer, is made and intended not as personal representations, undertakings and agreements by BNY but is made and intended for the purpose for binding only, and shall be binding only on, the Issuer, (c) nothing herein contained shall be construed as creating any liability on BNY, individually or personally or as Owner Trustee, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) BNY has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer or any other party in this Indenture, and (e) under no circumstances shall the Owner Trustee or BNY be personally liable for the payment of any indebtedness, indemnities, fees, costs or expenses of the Issuer or be liable for the performance, breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents.

(b) Except to the extent expressly otherwise provided in this Indenture, none of the Indenture Trustee, the Owner Trustee or any other beneficiary of the Issuer or any of their respective officers, directors, employers or agents will have any liability with respect to this Indenture, and recourse of any Noteholder may be had solely to the Collateral.

Section 13.04 Tax Treatment. (a) The Issuer and the Noteholders agree that the Notes are intended to be debt for U.S. federal, state and local income and franchise tax purposes and agree to treat the Notes accordingly for all such purposes, unless otherwise required by applicable law. Each Noteholder further agrees that it will cause any Note Owner acquiring an

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interest in a Note through it to comply with this Indenture as to treatment as indebtedness under applicable tax law as described in this Section 13.04. Notwithstanding the foregoing, to the extent the Issuer is treated as a partnership for U.S. federal, state or local income or franchise purposes and a Noteholder of any Note recharacterized as equity in the Issuer is treated as a partner in such partnership, the Noteholders agree that any tax, penalty, interest or other obligation imposed under the Internal Revenue Code with respect to the income tax items arising from such partnership shall be the sole obligation of the Noteholder to whom such items are allocated and not of such partnership.

(b) Prior to the first Distribution Date, at any time required by applicable law and/or promptly upon request, each Noteholder shall provide to the Indenture Trustee and/or the Issuer (or other Person responsible for withholding of taxes, including but not limited to any withholding or deduction required pursuant to FATCA, or delivery of information under FATCA) information and/or properly completed and signed tax forms and/or certifications sufficient to eliminate the imposition of or to determine the amount of any withholding tax, including backup withholding tax and any withholding or deduction required pursuant to FATCA, including but not limited to IRS Forms W-9 (and any successor forms) or applicable IRS Forms W-8 (and any successor forms) (collectively, the “Tax Information”). Each Noteholder is deemed to understand that by acceptance of a Note, such Noteholder agrees to supply the Tax Information. Further, each Noteholder is deemed to understand that the Issuer and the Indenture Trustee have the right to withhold on payments payable with respect to the Note (without any corresponding gross-up) in the event of a failure to comply with both of the preceding sentences or in the event that the Tax Information provided results in withholding being required, for which neither the Issuer nor the Indenture Trustee shall have any liability.

Section 13.05 Actions Taken by the Issuer. Any and all actions that are to be taken by the Issuer may be taken by the Administrator, the Beneficiary or the Owner Trustee on behalf of the Issuer.

Section 13.06 [Reserved].

Section 13.07 Termination of Issuer. The Issuer and the respective obligations and responsibilities of the Indenture Trustee created hereby (other than the obligation of the Indenture Trustee to make payments to Noteholders as hereinafter set forth) shall terminate, except with respect to the duties described in Section 13.08(b), as provided in the Trust Agreement.

Section 13.08 Final Distribution. (a) The Issuer shall give the Indenture Trustee at least thirty (30) days written notice of the Distribution Date on which the Noteholders of any Series or Class may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth (5th) day of the month in which the final distribution in respect of such Series or Class is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series or Class specifying (i) the date upon which final payment of such Series or Class will be made upon presentation and surrender of Notes of such Series or Class at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified. The

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Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders.

(b) Notwithstanding a final distribution to the Noteholders of any Series or Class of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Section 13.09 Termination Distributions. Upon the termination of the Issuer pursuant to the terms of the Trust Agreement, the Indenture Trustee shall release, assign and convey to the Beneficiary or any of its designees, without recourse, representation or warranty, all of its right, title and interest in the Collateral, whether then existing or thereafter created, all monies due or to become due and all amounts received or receivable with respect thereto (including all moneys then held in any Issuer Account) and all proceeds thereof, except for amounts held by the Indenture Trustee pursuant to Section 13.08(b). The Indenture Trustee shall execute and deliver such instruments of transfer and assignment as shall be provided to it, in each case without recourse, as shall be reasonably requested by the Transferor, to vest in the Transferor, as Beneficiary under the Trust Agreement, or any of its designees all right, title and interest which the Indenture Trustee had in the Collateral.

Section 13.10 [Reserved].

Section 13.11 Notices.

(a)  In the case of Issuer, to:

Bread Financial Card Issuance Trust

c/o BNY Mellon Trust of Delaware

103 Bellevue Parkway, 3rd Floor

Wilmington, DE 19809

Attn: Corporate Trust Administration—Bread Financial Card Issuance

Phone Number: (312) 827-1375

E-mail: Mitchell.Brumwell@BNY.com;

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with a copy to:

Bread Financial Funding, LLC

3095 Loyalty Circle

Columbus, OH 43219

Attn: Treasurer

Phone Number: (484) 840-7754

E-mail: treasury-structuredfinance@breadfinancial.com;

Bread Financial Funding, LLC

c/o Bread Financial Payments, Inc.

3095 Loyalty Circle

Columbus, OH 43219

Attn: Legal Department

E-mail: legal-structuredfinance@breadfinancial.com;

(b)  In the case of the Indenture Trustee, to:

U.S. Bank Trust Company, National Association

190 South LaSalle Street, 7th Floor

Chicago, IL 60603

Attn: Bread Financial Card Issuance Trust

E-mail: mark.esposito@usbank.com; and

(c)  In the case of the Securities Intermediary, to:

U.S. Bank National Association

190 South LaSalle Street, 7^th Floor

Chicago, IL 60603

Attn: Bread Financial Card Issuance Trust

E-mail: mark.esposito@usbank.com.

Section 13.12 Force Majeure. In no event shall the Indenture Trustee or the Trust be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, or any Cybersecurity Event; it being understood that the Indenture Trustee and the Trust shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

[END OF ARTICLE XIII]

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ARTICLE XIV

COMPLIANCE WITH REGULATION AB

Section 14.01 Intent of the Parties; Reasonableness. The Transferor, the Servicer, the Issuer and the Indenture Trustee acknowledge and agree that the purpose of this Article XIV is to facilitate compliance by the Transferor with the provisions of Regulation AB and related rules and regulations of the Commission. The Transferor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than the Transferor’s compliance with the Securities Act, the Securities Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee and the Servicer acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Transferor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Transferor for information regarding the Indenture Trustee which is required in order to enable the Transferor to comply with the provisions of Items 1103(a)(1), 1104(e), 1109(a), 1109(b), 1111(a)(8), 1117, 1118, 1119, 1121(c) and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Indenture.

Section 14.02 Additional Representations and Warranties of the Indenture Trustee. The Indenture Trustee shall be deemed to represent to the Transferor, as of the date on which information is provided to the Transferor under Section 14.03 that, except as disclosed in writing to the Transferor prior to such date, to the best of its knowledge, but without independent investigation: (i) neither the execution, delivery and performance by the Indenture Trustee of this Indenture, the performance by the Indenture Trustee of its obligations under this Indenture nor the consummation of any of the transactions by the Indenture Trustee contemplated thereby, is in violation of any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, which violation would have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture, or of any judgment or order applicable to the Indenture Trustee; and (ii) there are no proceedings pending or threatened against the Indenture Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Indenture Trustee to enter into this Indenture or to perform its obligations under this Indenture.

Section 14.03 Information to Be Provided by the Indenture Trustee. The Indenture Trustee shall (i) on or before the fifth (5th) Business Day of each month, provide to the Transferor, in writing, such information regarding the Indenture Trustee as is requested for the purpose of compliance with Item 1117 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Transferor, in writing, such updated information.

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The Indenture Trustee, to the extent in its possession, shall provide to the Transferor in a timely manner, any applicable information reasonably requested by the Transferor to enable compliance by the Transferor with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB.

The Indenture Trustee shall (i) on or before March 1st of each calendar year, provide to the Transferor such information regarding the Indenture Trustee as is requested for the purpose of compliance with Items 1103(a)(1), 1109(a), 1109(b), 1118 and 1119 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to such information, provide to the Transferor, in writing, such updated information. Such information shall include, at a minimum:

(A) the Indenture Trustee’s name and form of organization;

(B) a description of the extent to which the Indenture Trustee has had prior experience serving as an Indenture Trustee for asset-backed securities transactions involving credit card receivables;

(C) a description of any affiliation between the Indenture Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Indenture Trustee by the Transferor in writing in advance of such Securitization Transaction:

(1) the sponsor;

(2) any depositor;

(3) the issuing entity;

(4) any servicer;

(5) any trustee;

(6) any originator;

(7) any significant obligor;

(8) any enhancement or support provider;

(9) any asset representations reviewer; and

(10) any other material transaction party.

In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that

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currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

Section 14.04 Report on Assessment of Compliance and Attestation. On or before March 1st each calendar year, commencing in 2027, the Indenture Trustee shall:

(i) deliver to the Transferor a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Transferor or the Servicer, as applicable, and signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified in Exhibit C or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee;

(ii) deliver to the Transferor a report of a registered public accounting firm reasonably acceptable to the Transferor that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Securities Exchange Act; and

(iii) deliver to the Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Securities Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of the Trust or the Transferor with respect to a Securitization Transaction a certification substantially in the form attached hereto as Exhibit B or such form as mutually agreed upon by the Transferor and the Indenture Trustee.

The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.

Section 14.05 Investor Communication.

(a) Upon the written request of any Noteholder to communicate with other Noteholders with respect to their rights under the Notes and this Indenture, the Indenture Trustee shall, within five (5) Business Days after the receipt of such request, afford such Noteholder access during normal business hours to the current list of Registered Noteholders for such Series or Class (including names and addresses), to the extent required by and in accordance with Section 312(b) of the Trust Indenture Act and applicable law, subject to customary confidentiality undertakings; provided that the Indenture Trustee shall have no obligation to provide any information in contravention of applicable law or to the extent such request is otherwise not permitted under this Indenture or the Trust Indenture Act.

(b) Neither the Issuer nor the Indenture Trustee shall be responsible for the content of any materials prepared by or on behalf of any Noteholder or for any use of the Noteholder list by any Person; and the Issuer and the Indenture Trustee shall be entitled to rely

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upon a certification from any requesting Noteholder as to the purpose for which the information is requested.

Section 14.06 Dispute Resolution.

(a) If a Person (including any Holder of a beneficial interest in an Outstanding Note) requests a repurchase (the “Requesting Party”) of any Receivable pursuant to its rights under a Transaction Document due to an alleged breach of a representation and warranty, and the repurchase request has not been fulfilled or otherwise resolved within one hundred eighty (180) days of the receipt of such repurchase request by the party obligated for the repurchase (the “Repurchase Party”), then the Requesting Party shall have the right, through DTC communication procedures or otherwise, to refer the matter, at its discretion, to either mediation or third-party arbitration, and the Repurchase Party hereby agrees to the selected resolution method.

(b) If the Requesting Party selects mediation, the mediation will be administered by a nationally recognized mediation association mutually agreed upon by the Repurchase Party and the Requesting Party, and the fees and expenses of the mediation will be allocated as mutually agreed upon by the Repurchase Party and the Requesting Party as part of the mediation. If the Requesting Party selects arbitration, the arbitration will be administered by a nationally recognized arbitration association mutually agreed upon by the Repurchase Party and the Requesting Party. In its final determination, the arbitrator will allocate the costs and expenses of the arbitration.

(c) Any mediation or arbitration will be held in New York, New York, and no Person may bring a putative or certified class action to arbitration. Unless otherwise publicly available, the details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 14.06, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 14.06). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required), except as otherwise publicly available or as required by law, regulation or court order, including any disclosures required in reports filed under the Securities Exchange Act.

(d) A Requesting Party may not initiate a mediation or arbitration as described above with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right to join an existing mediation or arbitration with respect to that receivable if the mediation or arbitration has not yet concluded.

(e) To the fullest extent permitted by applicable law, no Noteholder will have any right to cause the Indenture Trustee to be, and the Indenture Trustee shall have no duty or obligation to be, a Requesting Party under this Section 14.06, unless such Noteholder has offered

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to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request.

(f) For the avoidance of doubt, nothing in this Section 14.06 limits or conditions any party’s rights or obligations under the Receivables Purchase Agreement, the Transfer Agreement or the Asset Representations Review Agreement, and any Review Report may be used in any dispute resolution proceeding, as provided in the Asset Representations Review Agreement.

Section 14.07 Asset Representations Review.

(a) Within ninety (90) calendar days of the occurrence of the filing of a Securities Exchange Act Form 10-D reporting that a Delinquency Trigger has occurred, the Noteholders of 5% or more of the aggregate Adjusted Outstanding Principal Amount (measured as on the date the Delinquency Trigger event occurred) shall be entitled to demand that the Indenture Trustee conduct a vote of Noteholders of all Outstanding Notes to determine whether to cause the Asset Representations Reviewer to conduct an Asset Representations Review.

(b) Upon the direction of the requisite Noteholders set forth in Section 14.07(a), the Indenture Trustee shall cause the Issuer to conduct a vote of Noteholders of all Outstanding Notes. Each Noteholder that elects to vote shall vote as to whether the Asset Representations Reviewer should be directed to conduct an Asset Representations Review. The vote shall be completed no later than the one hundred fiftieth (150th) day after the filing of the Form 10-D referred to in Section 14.07(a).

(c) In the event that a Note Owner exercises its right to vote such Note Owner’s beneficial interest in connection with a vote conducted as described in Section 14.07(a) or (b), the Indenture Trustee may require that such Note Owner provide documentation confirming that such Note Owner is a Verified Note Owner and shall provide such evidence to the Issuer.

(d) If a majority of the Noteholders voting pursuant to Section 14.07(b) vote to cause the Asset Representations Reviewer to conduct an Asset Representations Review, the Indenture Trustee shall provide written notice (the “Review Notice”) to the Issuer within three (3) Business Days specifying the date on which such vote was completed, and the Issuer shall within five (5) Business Days provide such Review Notice to the Bank, the Transferor, the Servicer and the Asset Representations Reviewer. The Indenture Trustee shall cooperate with the Asset Representations Reviewer in the event that an Asset Representations Review is commenced pursuant to this Section 14.07(d) and shall provide the Asset Representations Reviewer with any documents and other information in the possession or control of the Indenture Trustee, solely in its capacity as Indenture Trustee, and reasonably requested by the Asset Representations Reviewer in connection with the Asset Representations Review.

(e) If the Asset Representations Reviewer gives notice of its intent to resign or the Issuer terminates the Asset Representations Reviewer pursuant to the terms of the Asset Representations Review Agreement or if a vacancy exists in the office of the Asset Representations Reviewer for any reason, the Issuer shall promptly appoint and designate a successor Asset

106

Representations Reviewer in accordance with the provisions of the Asset Representations Review Agreement.

[END OF ARTICLE XIV]

107

ARTICLE XV

COMPLIANCE WITH THE FDIC RULE

Section 15.01 Purpose.

(a) Each of the Issuer and the Indenture Trustee, and each of the Noteholders by acceptance of a Note, acknowledges and agrees that the purpose of this Article XV and the FDIC Rule Requirements incorporated herein and in the other Transaction Documents to the extent set forth therein is to cause the securitizations contemplated by the Transaction Documents to comply with the provisions of the FDIC Rule.

(b) If any provision of the FDIC Rule or the FDIC Rule Interpretations is amended, or any interpretive guidance regarding the FDIC Rule or FDIC Rule Interpretations is provided by the FDIC or its staff, as a result of which the Issuer determines that an amendment to this Article XV or the FDIC Rule Requirements is necessary or desirable, then the Issuer and the Indenture Trustee shall be authorized and entitled to amend this Article XV or the FDIC Rule Requirements within the parameters of the FDIC Rule and the FDIC Rule Interpretations, in accordance with Article X. Nothing in this Section 15.01(b) limits the rights of the Indenture Trustee pursuant to Section 10.03.

Section 15.02 Performance of the FDIC Rule Requirements. Schedule I is expressly incorporated in this Indenture. The Issuer agrees to perform the obligations set forth in Schedule I, except to the extent any such obligation is specifically imposed exclusively upon the Servicer or the sponsor under the FDIC Rule (including the Bank Sponsor).

Section 15.03 Actions upon Repudiation.

(a) In the event that the Bank Sponsor becomes the subject of an insolvency proceeding and the FDIC, as receiver or conservator for the Bank Sponsor, exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Issuer shall determine whether the FDIC, in such capacity, will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Issuer shall promptly, and in any event no more than one (1) Business Day thereafter, so notify the Indenture Trustee.

(b) If the FDIC (i) is appointed as conservator or receiver of the Bank Sponsor and (ii) is in default in the payment of principal or interest when due following the expiration of any cure period hereunder or under the other Transaction Documents due to the failure by the FDIC to pay or apply Collections received by it in accordance with this Indenture, the Indenture Trustee may, and if directed by the Majority Holders of any affected Series, shall be entitled to deliver written notice to the FDIC requesting the exercise of contractual rights hereunder and under the other Transaction Documents with respect to the related Series or Class.

Section 15.04 Notice. In the event that the Bank Sponsor 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 the Issuer or the Indenture

108

Trustee, the party receiving such notice shall promptly deliver such notice to each of the Bank Sponsor, the Issuer and the Indenture Trustee, as applicable.

Section 15.05 Reservation of Rights. Neither the inclusion of this Article XV in this Indenture nor the compliance by any Person with, or the acknowledgment by any Person of, this Article’s provisions constitutes an agreement or acknowledgment by any Person that, in the case of an insolvency proceeding with respect to the Bank Sponsor, a receiver or conservator will have any rights with respect to the Collateral.

Section 15.06 No Obligation to Monitor or Enforce Compliance. Notwithstanding anything to the contrary in this Article XV, neither the Indenture Trustee nor the Note Registrar shall have any responsibility to monitor compliance with or enforce another party’s compliance with its obligations under the FDIC Rule. Neither the Indenture Trustee nor the Note Registrar shall be charged with knowledge of such rule, nor shall either be liable to any Noteholder or other party for any violation of such rule.

109

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

BREAD FINANCIAL CARD ISSUANCE TRUST
By:	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee on behalf of the Trust
By:	/s/ Dawn Plows
	Name: Dawn Plows
	Title: Associate

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee and Paying Agent and not in its individual capacity
By:	/s/ Mark Esposito
	Name: Mark Esposito
	Title: Vice President

U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary and not in its individual capacity
By:	/s/ Mark Esposito
	Name: Mark Esposito
	Title: Vice President

[SIGNATURE PAGE TO INDENTURE]

EXHIBIT A

[FORM OF] INVESTMENT LETTER

[DATE]

U.S. Bank Trust Company, National Association,

as Indenture Trustee,

111 Fillmore Ave. East

St. Paul, MN 55107

Attn: Bondholder Services

Phone Number: [_________]

E-mail: [_________]

Bread Financial Card Issuance Trust

c/o BNY Mellon Trust of Delaware, as Owner Trustee

103 Bellevue Parkway, 3rd Floor

Wilmington, DE 19809

Attn: Corporate Trust Administration

Phone Number: [_________]

E-mail: [_________]

Re: Purchase of $ ________________^* principal amount of Bread Financial Card Issuance Trust, Series [•], Class [•] Notes

Ladies and Gentlemen:

In connection with our purchase of the above Notes (the “Notes”) we confirm that:

(1) We understand that the Notes are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being sold to us in a transaction that is exempt from the registration requirements of the Securities Act.

(2) Any information we desire concerning the Notes or any other matter relevant to our decision to purchase the Notes is or has been made available to us.

(3) We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Notes, and we (and any account for which we are purchasing under paragraph (4) below) are able to bear the economic risk of an investment in the Notes. We (and any account for which we are purchasing under paragraph (4) below) are an “accredited investor” (as such term is defined in Rule 501(a)(1), (2) or (3) of Regulation D under the Securities Act).

(4) We are acquiring the Notes for our own account or for accounts as to which we exercise sole investment discretion and not with a view to any distribution of the Notes, subject,

^*  Not less than $250,000 minimum principal amount.

A-1

nevertheless, to the understanding that the disposition of our property shall at all times be and remain within our control.

(5) We agree that the Notes must be held indefinitely by us unless subsequently registered under the Securities Act or an exemption from any registration requirements of the Securities Act and any applicable state securities law is available.

(6) We agree that in the event that at some future time we wish to dispose of or exchange any of the Notes (such disposition or exchange not being currently foreseen or contemplated), we will not transfer or exchange any of the Notes unless:

(a) (i) the sale is of at least U.S. $250,000 principal amount of Notes to an Eligible Purchaser (as defined below), (ii) a letter to substantially the same effect as paragraphs (1), (2), (3), (4), (5) and (6) of this letter is executed promptly by the purchaser and (iii) all offers or solicitations in connection with the sale, whether directly or through any agent acting on our behalf, are limited only to Eligible Purchasers and are not made by means of any form of general solicitation or general advertising whatsoever; or

(b) the Notes are transferred pursuant to Rule 144 under the Securities Act by us after we have held them for more than [one (1) year][six (6) months]; or

(c) the Notes are sold in any other transaction that does not require registration under the Securities Act and, if the Issuer, the Servicer, the Trustee or the Note Registrar so requests, we theretofore have furnished to such party an opinion of counsel satisfactory to such party, in form and substance satisfactory to such party, to such effect; or

(d) the Notes are transferred pursuant to an exception from the registration requirements of the Securities Act under Rule 144A under the Securities Act; and

(7) We understand that the Notes will bear a legend to substantially the following effect:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

This legend may be removed if the Issuer, the Indenture Trustee and the Note Registrar have received an opinion of counsel, in form and substance satisfactory to them, to the effect that the legend may be removed.

“Eligible Purchaser” means either an Eligible Dealer or a corporation, partnership or other entity which we have reasonable grounds to believe and do believe can make representations with

A-2

respect to itself to substantially the same effect as the representations set forth herein. “Eligible Dealer” means any corporation or other entity the principal business of which is acting as a broker and/or dealer in securities. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture, dated as of June 11, 2026, as amended, restated, supplemented or otherwise modified from time to time, among Bread Financial Card Issuance Trust, U.S. Bank Trust Company, National Association, as indenture trustee, and U.S. Bank National Association, as securities intermediary.

Very truly yours,
(Name of Purchaser)
By:
	(Authorized officer)

A-3

EXHIBIT B

FORM OF ANNUAL CERTIFICATION

Re: The Indenture, dated as of June 11, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among Bread Financial Card Issuance Trust, as issuer, U.S. Bank Trust Company, National Association, as indenture trustee, and U.S. Bank National Association, as securities intermediary.

I, ________________________________, the _______________________ of U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (the “Company”), certify to the Transferor, and their respective officers, with the knowledge and intent that they will rely upon this certification, that:

(1) I have reviewed the report on assessment of the Company’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), and the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), that were delivered by the Company to the Transferor pursuant to the Indenture (collectively, the “Company Information”);

(2) To the best of my knowledge, the Company Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Information;

(3) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Indenture has been provided to the Transferor; and

(4) To the best of my knowledge, except as disclosed in the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations in all material respects under the Indenture.

Date:
By:
	Name:
	Title:

B-1

EXHIBIT C

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Indenture Trustee shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”:

Servicing Criteria		Applicable Servicing Criteria for Indenture Trustee	Non/Applicable Servicing Criteria
Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	☒1
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	☒
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the credit card accounts or accounts are maintained.		☒
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	☒1
1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	☒1
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	☒2
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	☒
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	☒1
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	☒
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally	☒

C-1

Servicing Criteria		Applicable Servicing Criteria for Indenture Trustee	Non/Applicable Servicing Criteria
Reference	Criteria
	insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	☒1
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	☒1
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of credit card accounts serviced by the Servicer.	☒1
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	☒
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	☒
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	☒
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on credit card accounts is maintained as required by the transaction agreements or related pool asset documents.		☒
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements		☒

C-2

Servicing Criteria		Applicable Servicing Criteria for Indenture Trustee	Non/Applicable Servicing Criteria
Reference	Criteria
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	☒1
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.		☒
1122(d)(4)(v)	The Servicer’s records regarding the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.		☒
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.		☒
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.		☒
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period an account is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).		☒
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for accounts with variable rates are computed based on the related account documents.		☒
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.		☒
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such		☒

C-3

Servicing Criteria		Applicable Servicing Criteria for Indenture Trustee	Non/Applicable Servicing Criteria
Reference	Criteria
	support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.		☒
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the Servicer, or such other number of days specified in the transaction agreements.		☒
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.		☒
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	☒1

¹  Applicable servicing criteria for purposes of the U.S. Bank Trust Company, National Association servicing platform, but inapplicable for purposes of Bread Financial Credit Issuance Trust.

²  Solely with regard to deposits made by the Indenture Trustee.

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
Date:
By:
	Name:
	Title:

C-4

SCHEDULE I

REQUIREMENTS OF FDIC RULE

As required by the FDIC Rule:

(a) Definitions. As used in this Schedule: (i) “sponsor” means Comenity Capital Bank (or any successor insured depository institution designated as sponsor for purposes of the FDIC Rule) (the “Bank Sponsor”); (ii) “Issuer” means, collectively, the Transferor, the Issuer and each other transferee of the Collateral that is an “issuer” as defined in the FDIC Rule; (iii) “servicer” means the Servicer and each other “servicer” of the financial assets within the meaning of the FDIC Rule; (iv) “obligations” or “securitization obligations” mean the Notes; and (v) “financial assets” and “securitized financial assets” mean the Collateral.

(b) Payment of principal and interest on the securitization obligations must be primarily based on the performance of financial assets that are transferred to the Issuer and, except for interest rate or currency mismatches between the financial assets and the obligations, shall not be contingent on market or credit events that are independent of such financial assets.

(c) Offering Document Disclosures. (i) The Issuer shall ensure that, prior to the sale of the obligations, the offering documents provide, to the extent applicable and in accordance with the FDIC Rule, disclosure regarding the credit quality and performance of the financial assets, including the information required by the FDIC Rule and any applicable FDIC staff interpretations. In the case of an issuance of obligations that is subject to 17 CFR part 229, subpart 229.1100 (Regulation AB of the Securities and Exchange Commission (Regulation AB)), the documents shall require that, 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. The documents shall require that 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. Information that is unknown or not available to the sponsor or the Issuer after reasonable investigation may be omitted if the Issuer 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.

Sch-1

(iii) While obligations are outstanding, the Issuer 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.

(iv) The nature and amount of compensation paid to the originator, sponsor, rating agency or third-party advisor, any 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. The 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.

(d) Other FDIC Rule Requirements. The Issuer shall (to the extent applicable to the Issuer) comply in all material respects with the FDIC Rule Requirements with respect to, among other matters, documentation and disclosure of representations and warranties and related repurchase obligations, investor reporting, servicing standards, and the treatment of modifications, substitutions and removals.

Sch-2

EX-4.4

Exhibit 4.4

BREAD FINANCIAL CARD ISSUANCE TRUST

as Issuer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Indenture Trustee

and

U.S. BANK NATIONAL ASSOCIATION

as Securities Intermediary

[FORM OF] SERIES [__]-[__] INDENTURE SUPPLEMENT

Dated as of [_____], 20[__]

to

INDENTURE

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
Section 1.01.	Definitions	1
Section 1.02.	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial	17
Section 1.03.	Counterparts; Electronic Signatures	18
Section 1.04.	Ratification of Indenture	19
ARTICLE II THE NOTES		20
Section 2.01.	Designation	20
Section 2.02.	Issuance of Series [__]-[__] Notes	20
Section 2.03.	Documentation	20
ARTICLE III SERVICING COMPENSATION		21
Section 3.01.	Servicing Compensation	21
ARTICLE IV RIGHTS OF SERIES [__]-[__] NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS		22
Section 4.01.	Collections and Allocations	22
Section 4.02.	Determination of Series [__]-[__] Monthly Interest[; Benchmark Replacement]	24
Section 4.03.	Determination of Series [__]-[__] Monthly Principal	27
Section 4.04.	Application of Series [__]-[__] Available Finance Charge Collections	27
Section 4.05.	Application of Series [__]-[__] Available Principal Collections	28
Section 4.06.	Principal Funding Account; Controlled Accumulation Period	30
Section 4.07.	Investor Charge-Offs	32
Section 4.08.	Reallocated Principal Collections	32
Section 4.09.	Shared Excess Available Finance Charge Collections	32
Section 4.10.	Shared Excess Available Principal Collections	33
Section 4.11.	Accumulation Reserve Account	33
Section 4.12.	Investment Instructions	36
Section 4.13.	[RESERVED]	36
Section 4.14.	Sale of Collateral for Series [__]-[__] Notes That are Accelerated or Reach Legal Maturity	36
Section 4.15.	Distribution Account	37

-i-

TABLE OF CONTENTS

(continued)

		Page
Section 4.16.	Governing Law For Hague Securities Convention	38
ARTICLE V EARLY AMORTIZATION OF THE NOTES		39
Section 5.01.	Early Amortization Events	39
ARTICLE VI LEGAL MATURITY; FINAL PAYMENTS		41
Section 6.01.	Legal Maturity	41
ARTICLE VII DELIVERY OF SERIES [__]-[__] NOTES; DISTRIBUTIONS AND REPORTS TO SERIES [__]-[__] NOTEHOLDERS		42
Section 7.01.	Form of Delivery for the Series [__]-[__] Notes; Depository; Denominations	42
Section 7.02.	Delivery and Payment for the Series [__]-[__] Notes	42
Section 7.03.	Distributions	42
Section 7.04.	Reports and Statements to Series [__]-[__] Noteholders	43
Section 7.05.	Restrictions on Transfer of the Class B Notes	44
ARTICLE VIII MISCELLANEOUS PROVISIONS		46
Section 8.01.	Non-petition Covenant	46
Section 8.02.	Actions by the Issuer	46
Section 8.03.	Limitations on Liability	46
Section 8.04.	FATCA Matters	47
Section 8.05.	Amendments	47
Section 8.06.	[Class B Notes	48
Section 8.07.	Tax Retained Notes	48
Section 8.08.	Investor Communications	49
ARTICLE IX INSOLVENCY PROCEEDING WITH RESPECT TO THE BANK SPONSOR		50
Section 9.01.	Actions Upon Repudiation	50
Section 9.02.	Notice	51
Section 9.03.	Reservation of Rights	51
EXHIBITS
Exhibit A-1	Form of Class A Note	A-1-1
Exhibit A-2	Form of Class B Note	A-2-1

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TABLE OF CONTENTS

(continued)

		Page
Exhibit B-1	Form of Monthly Noteholders’ Statement	B-1-1
Exhibit B-2	Form of Monthly Payment Instruction and Notice	B-2-1
Exhibit B-3	Form of Annual Payment Information	B-3-1
Exhibit C	Form of Monthly Servicer’s Certificate	C-1

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SERIES [__]-[__] INDENTURE SUPPLEMENT, dated as of [_____], 20[__] (this “Indenture Supplement”), by and between BREAD FINANCIAL CARD ISSUANCE TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office in care of the Owner Trustee at 103 Bellevue Parkway, 3rd Floor, Wilmington, DE 19809, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Securities Intermediary (the “Securities Intermediary”).

Pursuant to this Indenture Supplement, the Issuer shall create a new Series of Notes and shall specify the principal terms thereof. The Issuer has tendered the notice of issuance required by Section 4.09(a)(i) of the Indenture (unless such notice requirement is otherwise waived) and this Indenture Supplement is being entered into by and between the Issuer and the Indenture Trustee as required by Section 4.09(a)(vi) of the Indenture to provide for the issuance, authentication and delivery of each of the Class A Notes, Series [__]-[__] and the Class B Notes, Series [__]-[__].

The transactions set forth in this Indenture Supplement, together with the Transaction Documents, shall be an arm’s length, bona fide securitization transaction.

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.  Definitions. For all purposes of this Indenture Supplement, except as otherwise expressly provided or unless the context otherwise requires:

(1)  the terms defined in this Article have the meanings assigned to them in this Article, and, along with any other term defined in any Section of this Indenture Supplement, apply to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter gender of such terms;

(2)  all other terms used herein which are defined in the Indenture, the Transfer Agreement or the Servicing Agreement, either directly or by reference therein, have the meanings assigned to them therein;

(3)  all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation;

(4)  all references in this Indenture Supplement to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture Supplement. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture Supplement as a whole and not to any particular Article, Section or other subdivision;

(5)  in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the Transfer Agreement or the Servicing Agreement, the terms and provisions of this Indenture Supplement shall be controlling;

(6)  each capitalized term defined herein shall relate only to the Series [__]-[__] Notes and no other Series of Notes issued by the Issuer;

(7)  “including” and words of similar import shall be deemed to be followed by “without limitation”; and

(8)  any reference in this Indenture Supplement to “annualized” or “annualized percentage equivalent” means a conversion to an annual rate calculated on the basis of a 360-day year comprised of twelve 30-day months.

“Accumulation Reserve Account” has the meaning specified in Section 4.11(a).

“Accumulation Reserve Account Funding Date” means the Distribution Date designated by the Servicer which occurs not later than the Distribution Date with respect to the Monthly Period which commences three (3) months prior to the commencement of the Controlled Accumulation Period (which commencement shall be subject to postponement pursuant to Section 4.06(c)); provided, however, that subject to satisfaction of the Rating Agency Condition, the Accumulation Reserve Account Funding Date may be any date selected by the Servicer.

“Accumulation Reserve Account Surplus” means, as of any date of determination, the amount, if any, by which the amount on deposit in the Accumulation Reserve Account exceeds the Required Accumulation Reserve Account Amount.

“Accumulation Reserve Draw Amount” has the meaning specified in Section 4.11(c).

“Additional Interest” means, with respect to any Distribution Date, any Class A Additional Interest and any Class B Additional Interest for such Distribution Date.

“Adjusted Outstanding Principal Amount” means, as of any date of determination, the Outstanding Principal Amount of the Series [__]-[__] Notes on such date of determination, less any funds then on deposit with respect to principal in the Supplemental Issuer Accounts for the benefit of such Series [__]-[__] Notes on such date of determination.

“Administrator” means the Bank, in its capacity as administrator of the Issuer, and any permitted successors or assigns thereto.

“Aggregate Series Available Finance Charge Collections Shortfall” means, with respect to any Monthly Period as determined on the related Determination Date, the sum of the Series Available Finance Charge Collections Shortfalls (as such term is defined in each of the applicable Indenture Supplements) for each Shared Excess Available Finance Charge Collections Series in Shared Excess Available Finance Charge Collections Group [__] for such Monthly Period.

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“Aggregate Series Available Principal Collections Shortfall” means, with respect to any Monthly Period as determined on the related Determination Date, the sum of the Series Available Principal Collections Shortfalls (as such term is defined in each of the applicable Indenture Supplements) for each Shared Excess Available Principal Collections Series in Shared Excess Available Principal Collections Group [__] for such Monthly Period.

“Allocation Amount” means, (a) as of the Closing Date, the Series [__]-[__] Stated Principal Amount and (b) on any date of determination thereafter, the sum of, without duplication, (i) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (ii) the amount of all increases in the Series [__]-[__] Stated Principal Amount resulting from the issuance of additional Series [__]-[__] Notes since the prior date of determination, plus (iii) all reimbursements (without duplication), as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge-Offs or Reallocated Principal Collections since the prior date of determination, minus (iv) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (v) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (vi) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series [__]-[__] Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on such day) since the prior date of determination; provided, however, that (A) the Allocation Amount may never be less than zero, (B) the Allocation Amount may never be greater than the Adjusted Outstanding Principal Amount, and (C) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.

“Applicable Distribution Date” has the meaning specified in Section 9.01(b).

“Available Accumulation Reserve Account Amount” means, with respect to any Distribution Date, the lesser of (a) the amount on deposit in the Accumulation Reserve Account on such Distribution Date (after taking into account any interest and earnings retained in the Accumulation Reserve Account pursuant to Section 4.11(b) on such date, before giving effect to any deposit made or to be made to the Accumulation Reserve Account pursuant to Section 4.11(f) on such Distribution Date) and (b) the Required Accumulation Reserve Account Amount.

“Available Finance Charge Collections” means, with respect to the Series [__]-[__] Notes, the Series [__]-[__] Available Finance Charge Collections and has, with respect to any other Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series of Notes.

“Available Principal Collections” means, with respect to the Series [__]-[__] Notes, the Series [__]-[__] Available Principal Collections and has, with respect to any other Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series of Notes.

“Base Rate” means, with respect to any Distribution Date, the sum of (a) the annualized percentage equivalent of a fraction, the numerator of which is equal to the sum of the

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Class A Monthly Interest and the Class B Monthly Interest for such Distribution Date and the denominator of which is the Outstanding Principal Amount as of the Record Date for such Distribution Date and (b) the Servicing Fee Percentage for such Distribution Date.

[“Benchmark” means, initially, the SOFR Rate; provided that if the Administrator determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the SOFR Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.]

[“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Administrator as of the Benchmark Replacement Date;

(1)  the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;

(2)  the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

(3)  the sum of: (a) the alternate rate of interest that has been selected by the Administrator as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate securities at such time and (b) the Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Administrator as of the Benchmark Replacement Date:

(1)  the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2)  if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or

(3)  the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrator giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time.]

[“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the Interest Period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Administrator decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Administrator decides that adoption of any

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portion of such market practice is not administratively feasible or if the Administrator determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Administrator determines is reasonably necessary).]

[“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(1)  in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or

(2)  in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.]

[“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(1)  a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or

(2)  a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or

(3)  a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.]

“Class” means the Class A Notes and the Class B Notes, as applicable.

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“Class A Additional Interest” has the meaning specified in Section 4.02(a).

“Class A Interest Shortfall” has the meaning specified in Section 4.02(a).

“Class A Monthly Interest” has the meaning specified in Section 4.02(a).

“Class A Note” means any one of the Notes substantially in the form of Exhibit A-1, which is duly executed and authenticated in accordance with the Indenture.

“Class A Note Interest Rate” means, with respect to any Interest Period for the Class A Notes, a per annum rate equal to [ %][the SOFR Rate + [ ]%; provided that, if the SOFR Rate plus [ ]% is less than 0.00% for any Interest Period, then the Class A Note Interest Rate for such Interest Period will be deemed to be 0.00%].

“Class A Noteholder” means the Person in whose name a Class A Note is registered in the Note Register.

“Class A Stated Principal Amount” means $[____], plus the amount of any increases resulting from the issuance of additional Class A Notes.

“Class B Additional Interest” has the meaning specified in Section 4.02(b).

“Class B Interest Shortfall” has the meaning specified in Section 4.02(b).

“Class B Monthly Interest” has the meaning specified in Section 4.02(b).

“Class B Note” means any one of the Notes substantially in the form of Exhibit A-2, which is duly executed and authenticated in accordance with the Indenture.

“Class B Note Interest Rate” means, with respect to any Interest Period for the Class B Notes, a per annum rate equal to [ %][the SOFR Rate + [ ]%; provided that, if the SOFR Rate plus [ ]% is less than 0.00% for any Interest Period, then the Class B Note Interest Rate for such Interest Period will be deemed to be 0.00%].

“Class B Noteholder” means the Person in whose name a Class B Note is registered in the Note Register.

“Class B Stated Principal Amount” means $[____], plus the amount of any increases resulting from the issuance of additional Class B Notes.

“Closing Date” means [_____], 20[__].

“Code” means the Internal Revenue Code of 1986, as amended.

[“Compounded SOFR” with respect to any U.S. Government Securities Business Day, shall mean:

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(1)  the applicable compounded average of SOFR for a tenor of thirty (30) days as published on such U.S. Government Securities Business Day at the SOFR Determination Time; or

(2)  if the rate specified in (1) above does not so appear, the applicable compounded average of SOFR for a tenor of thirty (30) days as published in respect of the first preceding U.S. Government Securities Business Day for which such rate appeared on the FRBNY’s Website.

The specific Compounded SOFR rate is referred to by its tenor. For example, “30-day Average SOFR” refers to the compounded average SOFR over a rolling 30-calendar day period as published on the FRBNY’s Website.]

“Controlled Accumulation Amount” means, for any Distribution Date with respect to the Controlled Accumulation Period, the result of (rounded up to the nearest whole dollar) (a) the Outstanding Principal Amount as of the last day of the Revolving Period, divided by (b) the Controlled Accumulation Period Length; provided, that the Controlled Accumulation Amount for any Distribution Date shall not exceed the Outstanding Principal Amount minus any amount already on deposit in the Principal Funding Account on such Distribution Date.

“Controlled Accumulation Period” means, unless an Early Amortization Event shall have occurred prior thereto, the period beginning on the first Business Day of the [________] Monthly Period or such later date as is determined in accordance with Section 4.06(c) and ending on the earlier to occur of (a) the commencement of the Early Amortization Period and (b) the payment in full of the Series [__]-[__] Stated Principal Amount of, and any Monthly Interest due on, the Series [__]-[__] Notes.

“Controlled Accumulation Period Length” has the meaning specified in Section 4.06(c).

“Controlled Deposit Amount” means, for any Distribution Date with respect to the Controlled Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount for such Distribution Date and any Deficit Controlled Accumulation Amount from the immediately preceding Distribution Date.

“Covered Amount” means, with respect to any Transfer Date preceding (a) each Distribution Date with respect to the Controlled Accumulation Period and (b) the first Distribution Date with respect to the Early Amortization Period, an amount equal to the sum of (i) the product of (A) the Class A Note Interest Rate in effect with respect to such Interest Period, (B) a fraction, the numerator of which is [the actual number of days in the applicable Interest Period][thirty (30)] and the denominator of which is 360, and (C) the Principal Funding Account Balance, if any, as of the immediately preceding Distribution Date, up to the Outstanding Principal Amount of the Class A Notes as of the last day of the immediately preceding Monthly Period, and (ii) the product of (A) the Class B Note Interest Rate in effect with respect to such Interest Period, (B) a fraction, the numerator of which is [the actual number of days in the applicable Interest Period][thirty (30)] and the denominator of which is 360, and (C) the lesser of (x) the Principal Funding Account Balance, if any, as of the preceding Distribution Date in excess of the Outstanding Principal

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Amount of the Class A Notes as of the last day of the immediately preceding Monthly Period and (y) the Outstanding Principal Amount of the Class B Notes as of the last day of the immediately preceding Monthly Period.

“Credit Risk and Performance Disclosure” means written information that the Issuer shall cause to be distributed about the Notes and the Receivables at the financial asset or pool level, as appropriate for the Receivables, and security-level to enable evaluation and analysis of the credit risk and performance of the Notes and the Receivables, which information and its disclosure, at a minimum, shall comply with the requirements of Regulation AB (to the extent then in effect) or any successor disclosure requirements for public issuances, even if the Notes 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 Issuer after reasonable investigation may be omitted if there is included in the offering document a statement that the specific information is otherwise unavailable.

“Deficit Controlled Accumulation Amount” means (a) on the first Distribution Date with respect to the Controlled Accumulation Period, the excess, if any, of the Controlled Accumulation Amount for such Distribution Date over the amount deposited in the Principal Funding Account on such Distribution Date and (b) on each subsequent Distribution Date with respect to the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for such subsequent Distribution Date over the amount deposited in the Principal Funding Account on such subsequent Distribution Date.

“Denominator Reset Date” means (a) each Addition Date relating to Additional Accounts (which, for the avoidance of doubt, shall exclude any Addition Date relating to Automatic Additional Accounts) and (b) each Removal Date.

“Distribution Account” means the Eligible Deposit Account designated as such and established pursuant to Section 4.15.

“Early Amortization Event” means, with respect to the Series [__]-[__] Notes, the events specified in Section 5.01 hereof and Article XII of the Indenture.

“Early Amortization Period” means the period commencing at the opening of business on the date on which an Early Amortization Event with respect to Series [__]-[__] is deemed to have occurred, and ending on the first to occur of (a) the payment in full of the Series [__]-[__] Stated Principal Amount of, and any Series [__]-[__] Monthly Interest due on, the Series [__]-[__] Notes, (b) the date on which Collateral is sold pursuant to Section 4.14, and (c) the Legal Maturity Date.

“EUWA” means the European Union (Withdrawal) Act 2018 (as amended).

“EU Securitization Regulation” means the provisions of Article 5(1)(d) and Articles 6(1) and 6(3) of Regulation (EU) 2017/2402 of the European Parliament and the Council of December 12, 2017.

“EU Securitization Rules” means the EU Securitization Regulation, together with all relevant implementing regulations in relation thereto, all regulatory technical standards and

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implementing technical standards in relation thereto or applicable in relation thereto pursuant to any transitional arrangements made pursuant to the EU Securitization Regulation and, in each case, any relevant guidance and direction published in relation thereto by the European Banking Authority, the European Securities and Markets Authority and the European Insurance and Occupational Pensions Authority (or in each case, any predecessor or any other applicable regulatory authority) or by the European Commission, in each case, as amended and in effect from time to time.

“Excess Spread Percentage” means, with respect to each Distribution Date, as determined on the Determination Date, an amount equal to the Series [__]-[__] Portfolio Yield with respect to the related Monthly Period minus the Base Rate with respect to such Distribution Date.

“Expected Final Distribution Date” means the [_____], [___] Distribution Date.

“FATCA” has the meaning specified in Section 8.04.

[“FRBNY” means the Federal Reserve Bank of New York.]

[“FRBNY’s Website” means the website of the FRBNY, currently at https://apps.newyorkfed.org/markets/autorates/sofr-avg-ind or at such other page as may replace such page on the FRBNY’s website.]

“Floating Allocation Percentage” means, with respect to the Series [__]-[__] Notes, the Series [__]-[__] Floating Allocation Percentage and has, with respect to any other Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series of Notes.

“Hague Securities Convention” means The Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (concluded July 5, 2006), which became effective in the United States of America on April 1, 2017.

“IAI” has the meaning specified in Section 8.06(b).

“Indenture” means the Indenture, dated as of June 11, 2026, by and among the Issuer, the Indenture Trustee and the Securities Intermediary, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Indenture Supplement” has (a) with respect to Series [__]-[__], the meaning specified in the preamble hereto and (b) with respect to any other Series of Notes, the meaning specified in the Indenture.

“Indenture Trustee” means U.S. Bank Trust Company, National Association, in its capacity as indenture trustee under the Indenture, its successors in interest and any successor indenture trustee under the Indenture.

“Initial Distribution Date” means [_____] [___], 20[__].

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“Interest Period” means, with respect to any Distribution Date, the period from and including the Distribution Date immediately preceding such Distribution Date (or, in the case of the Initial Distribution Date, from and including the Closing Date) and to but excluding such Distribution Date.

“Investor Charge-Off” has the meaning specified in Section 4.07.

[“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.]

[“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.]

[“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.]

“Issuer” has the meaning specified in the preamble hereto.

“Legal Maturity Date” means the [_____], [___] Distribution Date.

“Maximum Delinquency Percentage” means, with respect to Series [__]-[__], [___]%.

“Monthly Interest” means the Series [__]-[__] Monthly Interest.

“Monthly Reallocated Amount” means, with respect to any Distribution Date, an amount (which shall never be less than zero) equal to the lesser of (a) the excess of the amounts distributable pursuant to Section 4.04(a) and Section 4.04(b) over the Series [__]-[__] Available Finance Charge Collections and Shared Excess Available Finance Charge Collections available to make such distribution pursuant to Section 4.04(a) and Section 4.04(b), and (b) (i) the Class B Stated Principal Amount minus (ii) the amount of unreimbursed Investor Charge-offs (after giving effect to Investor Charge-offs as of the current Distribution Date) and unreimbursed Reallocated Principal Collections (as of the previous Distribution Date).

“Optional Amortization Amount” means, with respect to any Series of Notes, an “Optional Amortization Amount” for such Series of Notes as specified in the related Indenture Supplement.

“Owner Trustee” has the meaning specified in the Trust Agreement.

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“Partial Commingling Condition” has the meaning specified in the Servicing Agreement.

“Principal Allocation Percentage” means, with respect to the Series [__]-[__] Notes, the Series [__]-[__] Principal Allocation Percentage and has, with respect to any other Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series of Notes.

“Principal Funding Account” means the Eligible Deposit Account designated as such and established pursuant to Section 4.06(a).

“Principal Funding Account Balance” shall mean, with respect to any date of determination during the Controlled Accumulation Period, the principal amount, if any, on deposit in the Principal Funding Account on such date of determination.

“Principal Funding Account Investment Proceeds” shall have the meaning specified in Section 4.06(a)(ii).

“QIB” has the meaning specified in Section 8.06(b).

“Quarterly Excess Spread Percentage” means (a) with respect to the [_____] 20[__] Distribution Date, the Excess Spread Percentage with respect to the immediately preceding Monthly Period, (b) with respect to the [_____] 20[__] Distribution Date, the percentage equivalent of a fraction, the numerator of which is the sum of the Excess Spread Percentages for the immediately preceding two (2) Monthly Periods and the denominator of which is two (2), and (c) with respect to the [_____] 20[__] Distribution Date and each Distribution Date thereafter, the percentage equivalent of a fraction, the numerator of which is the sum of the Excess Spread Percentages for the immediately preceding three (3) Monthly Periods and the denominator of which is three (3).

“Rating Agency” means [_____].

“Reallocated Principal Collections” means, with respect to any Distribution Date, Series [__]-[__] Principal Collections applied in accordance with Section 4.08.

“Record Date” means the last day of the Monthly Period immediately preceding the related Distribution Date.

[“Reference Time” means, if the Benchmark is not the SOFR Rate, the time determined by the Administrator after giving effect to the Benchmark Replacement Conforming Changes.]

“Regulation RR” means the regulations under Section 15G of the Securities Exchange Act, added pursuant to Section 941(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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[“Relevant Governmental Body” means the Federal Reserve Board and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve Board and/or the FRBNY or any successor thereto.]

“Required Accumulation Reserve Account Amount” means, with respect to any Distribution Date on or after the Accumulation Reserve Account Funding Date, an amount equal to (a) [__]% of the Outstanding Principal Amount of the Series [__]-[__] Notes as of the Record Date for the related Distribution Date or (b) any other amount designated by the Transferor; provided, that if the amount is less than that determined under clause (a), the Rating Agency Condition shall have been satisfied with respect to such designation and written evidence of the satisfaction of the Rating Agency Condition has been delivered to the Servicer and the Indenture Trustee.

“Required Quarterly Excess Spread Percentage” means [__]%; provided, however, that the Issuer may, from time to time, change such percentage (which shall never be less than zero) (a) upon written notice to the Indenture Trustee, (b) upon satisfaction of the Rating Agency Condition, and (c) provided the Issuer reasonably believes, as evidenced by an Officer’s Certificate of the Transferor delivered to the Indenture Trustee, that such change will not have an Adverse Effect.

“Revolving Period” means the period beginning on the Closing Date and ending on the earlier of (a) the close of business on the day immediately preceding the day the Controlled Accumulation Period commences and (b) the close of business on the day immediately preceding the day the Early Amortization Period commences.

“Rule 144A” has the meaning specified in Section 8.06(b).

“Seller’s Interest Amount Measurement Date” means the last day of each Monthly Period. For the avoidance of doubt, the Seller’s Interest Amount Measurement Date is the seller’s interest measurement date for purposes of Section 246.5(c)(4) of Regulation RR.

“Senior Class” means, with respect to the Class B Notes, the Class A Notes.

“Series” has the meaning specified in the Indenture and, when used with respect to the Series of Notes issued pursuant to this Indenture Supplement, means Series [__]-[__].

“Series [__]-[__] Available Finance Charge Collections” means, with respect to any Monthly Period, without duplication, an amount equal to the sum of (a) the Series [__]-[__] Finance Charge Collections with respect to such Monthly Period, (b) Principal Funding Account Investment Proceeds, if any, with respect to the related Distribution Date, and (c) amounts, if any, to be withdrawn from the Accumulation Reserve Account, which shall be deposited into the Collection Account on the related Transfer Date to be treated as Series [__]-[__] Available Finance Charge Collections pursuant to Section 4.11(b) and (d).

“Series [__]-[__] Available Principal Collections” means, with respect to any Monthly Period, without duplication, an amount equal to (a) the Series [__]-[__] Principal Collections with respect to such Monthly Period, minus (b) Reallocated Principal Collections determined as of the related Determination Date for such Monthly Period, plus (c) any Series [__]-

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[__] Available Finance Charge Collections available with respect to such Monthly Period to cover the Series [__]-[__] Default Amount pursuant to Section 4.04(d) or to reimburse any reductions in the Allocation Amount from an allocation of Investor Charge-Offs or from the application of Reallocated Principal Collections, plus (d) following an Event of Default and acceleration of the Series [__]-[__] Notes, Series [__]-[__] Available Finance Charge Collections, if any, with respect to such Monthly Period, available pursuant to Section 4.04(g).

“Series [__]-[__] Default Amount” means, with respect to any Monthly Period, an amount equal to the Default Amount allocated to the Series [__]-[__] Notes pursuant to Section 4.01(d).

“Series [__]-[__] Finance Charge Collections” means, with respect to any Monthly Period, the Finance Charge Collections allocated to the Series [__]-[__] Notes pursuant to Sections 4.01(b), (f), (g), and (h).

“Series [__]-[__] Floating Allocation Percentage” means, with respect to any date of determination in any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, (a) the numerator of which is the Allocation Amount as of the last day of the immediately preceding Monthly Period (or, (x) in the case of the first Monthly Period, the Series [__]-[__] Stated Principal Amount and (y) with respect to any Monthly Period in which there is an issuance of additional Series [__]-[__] Notes occurring in such Monthly Period, the Allocation Amount (after giving effect to any increase to the Allocation Amount resulting from the issuance of the additional Series [__]-[__] Notes) as of any date of determination on or after the date of such issuance of additional Series [__]-[__] Notes), and (b) the denominator of which is the greater of (i) the Pool Balance as of the beginning of the first day of the calendar month in which such date of determination occurs as adjusted in accordance with the provisions below, or (ii) the sum of the numerators used to calculate the Floating Allocation Percentages for all Series of Notes as of such date of determination (without duplication). With respect to any Monthly Period in which a Denominator Reset Date occurs, the Series [__]-[__] Floating Allocation Percentage for the portion of the Monthly Period falling on and after such Denominator Reset Date, and prior to any subsequent Denominator Reset Date, will be recalculated for such period using the Pool Balance as of the close of business on the subject Denominator Reset Date.

“Series [__]-[__] Interchange” means, with respect to any Monthly Period, an amount equal to the Interchange, if any, allocated to the Series [__]-[__] Notes pursuant to Section 4.01(f).

“Series [__]-[__] Merchant Discount Fees” means, with respect to any Monthly Period, an amount equal to the Merchant Discount Fees, if any, allocated to the Series [__]-[__] Notes pursuant to Section 4.01(g).

“Series [__]-[__] Monthly Interest” means, with respect to any Distribution Date, (a) the Class A Monthly Interest, (b) any Class A Monthly Interest previously due but not paid to the Class A Noteholders, (c) the Class B Monthly Interest, (d) any Class B Monthly Interest previously due but not paid to the Class B Noteholders, (e) the amount of Additional Interest, if any, and (f) any Additional Interest previously due but not paid to the Series [__]-[__] Noteholders, in each case for such Distribution Date.

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“Series [__]-[__] Monthly Principal” has the meaning specified in Section 4.03.

“Series [__]-[__] Noteholders” means a Class A Noteholder or a Class B Noteholder.

“Series [__]-[__] Note” means a Class A Note or a Class B Note.

“Series [__]-[__] Portfolio Yield” means, with respect to any Monthly Period (which, in the case of the first Monthly Period, shall be determined pursuant to Section 2.01(e)), the annualized percentage equivalent of a fraction:

(a)  the numerator of which is equal to the sum of:

(A) the Series [__]-[__] Available Finance Charge Collections with respect to such Monthly Period; minus

(B) the Series [__]-[__] Default Amount for such Monthly Period; and

(b)  the denominator of which is the Allocation Amount as of the last day of the immediately preceding Monthly Period.

“Series [__]-[__] Principal Allocation Percentage” means, with respect to any date of determination in any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, (a) the numerator of which is (i) during the Revolving Period, the Allocation Amount as of the last day of the immediately preceding Monthly Period (or, (x) in the case of the first Monthly Period, the Series [__]-[__] Stated Principal Amount and (y) with respect to any Monthly Period in which there is an issuance of additional Series [__]-[__] Notes occurring in such Monthly Period, the Allocation Amount (after giving effect to any increase to the Allocation Amount resulting from the issuance of the additional Series [__]-[__] Notes) as of any date of determination on or after the date of such issuance of additional Series [__]-[__] Notes) and (ii) during the Controlled Accumulation Period or the Early Amortization Period, the Allocation Amount on the date on which the Revolving Period shall have terminated, and (b) the denominator of which is the greater of (i) the Pool Balance as of the beginning of the first day of the calendar month in which such date of determination occurs as adjusted in accordance with the provisions below, or (ii) the sum of the numerators used to calculate the Principal Allocation Percentages for all Series of Notes as of such date of determination. With respect to any Monthly Period in which a Denominator Reset Date occurs, the Series [__]-[__] Principal Allocation Percentage for the portion of the Monthly Period falling on and after such Denominator Reset Date, and prior to any subsequent Denominator Reset Date, will be recalculated for such period using the Pool Balance as of the close of business on the subject Denominator Reset Date.

“Series [__]-[__] Principal Collections” means, with respect to any Monthly Period, the Principal Collections allocated to the Series [__]-[__] Notes pursuant to Section 4.01(c).

“Series [__]-[__] Servicing Fee” means, with respect to any Monthly Period, an amount equal to the portion of the Servicing Fee allocable to the Series [__]-[__] Notes pursuant to Section 4.01(e).

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“Series [__]-[__] Stated Principal Amount” means $[______], plus the amount of any increases resulting from the issuance of additional Series [__]-[__] Notes.

“Series Available Finance Charge Collections Shortfall” means, with respect to any Monthly Period as determined on the related Determination Date, (a) with respect to Series [__]-[__], the excess, if any, of (i) the aggregate amount targeted to be paid or applied pursuant to Section 4.04(a) through (f) for such Monthly Period over (ii) the Series [__]-[__] Available Finance Charge Collections with respect to such Monthly Period and (b) with respect to any other Series, the amount set forth in the applicable Indenture Supplement for such Monthly Period; provided, however, that the Issuer, when authorized by an Officer’s Certificate of the Transferor, may amend or otherwise modify this definition of Series Available Finance Charge Collections Shortfall provided that the Rating Agency Condition is satisfied.

“Series Available Principal Collections Shortfall” means, with respect to any Monthly Period as determined on the related Determination Date, (a) with respect to Series [__]-[__], the excess, if any, of (i) the lesser of the amounts determined pursuant to Section 4.03(b)(ii) and (iii) for such Monthly Period over (ii) the Series [__]-[__] Available Principal Collections, less any amount released under Section 4.01(i), with respect to such Monthly Period and (b) with respect to any other Series of Notes, the amount set forth in the applicable Indenture Supplement for such Monthly Period; provided, however, that the Issuer, when authorized by an Officer’s Certificate of the Transferor, may amend or otherwise modify this definition of Series Available Principal Collections Shortfall provided that the Rating Agency Condition is satisfied.

“Servicing Agreement” means the Servicing Agreement, dated as of June 11, 2026, by and among Bread Financial Funding, LLC, as Transferor, the Bank, as Servicer and as Administrator, the Issuer and the Indenture Trustee, as amended, restated, supplemented or otherwise modified from time to time.

“Servicing Fee Percentage” has the meaning specified in the Servicing Agreement.

“Shared Excess Available Finance Charge Collections” means, with respect to any Monthly Period as determined on the related Determination Date, with respect to any Series of Notes in Shared Excess Available Finance Charge Collections Group [__], the sum of (a) the amount of Series [__]-[__] Available Finance Charge Collections with respect to such Monthly Period, available after application in accordance with Section 4.04(a) through (g), and (b) the Finance Charge Collections remaining after all required payments and deposits from all other Series identified as belonging to Shared Excess Available Finance Charge Collections Group [__] which the applicable Indenture Supplements for such Series specify are to be treated as “Shared Excess Available Finance Charge Collections” with respect to such Monthly Period.

“Shared Excess Available Finance Charge Collections Group [ ]” means the Shared Excess Available Finance Charge Collections Group to which Series [__]-[__] has been designated for inclusion under Section 4.09(a).

“Shared Excess Available Principal Collections” means, with respect to any Monthly Period as determined on the related Determination Date, the sum of (a) with respect to Series [__]-[__], the amount of Series [__]-[__] Available Principal Collections specified to be

15

treated as “Shared Excess Available Principal Collections” pursuant to Section 4.05(a) and 4.05(b)(iv) and (b) with respect to any other Series included in Shared Excess Available Principal Collections Group [__], the Principal Collections allocated to such other Series remaining after all required payments and deposits, which the applicable Indenture Supplements for such Series specify are to be treated as “Shared Excess Available Principal Collections” with respect to such Monthly Period.

“Shared Excess Available Principal Collections Group [ ]” means the Shared Excess Available Principal Collections Group to which Series [__]-[__] has been designated for inclusion under Section 4.10(a).

[“SOFR Adjustment Conforming Changes” means, with respect to any SOFR Rate, any technical, administrative or operational changes (including changes to the Interest Period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Administrator decides, from time to time, may be appropriate to adjust such SOFR Rate in a manner substantially consistent with or conforming to market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market practice exists, in such other manner as the Administrator determines is reasonably necessary).]

[“SOFR Adjustment Date” means the second U.S. Government Securities Business Day before the first day of such Interest Period.]

[“SOFR Determination Time” means 3:00 p.m. (New York time) on the U.S. Government Securities Business Day, at which time Compounded SOFR is published on the FRBNY’s Website.]

[“SOFR Rate” means the rate that will be obtained by the Paying Agent from the FRBNY’s Website and notified to the Administrator for each Interest Period on the SOFR Adjustment Date as of the SOFR Determination Time (or, if the Benchmark is not the SOFR Rate, the Reference Time) and, unless the Administrator has made a determination that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, shall mean, with respect to the Class A Notes as of any SOFR Adjustment Date, a rate equal to Compounded SOFR; provided, that, the Administrator will have the right, in its sole discretion, to make any applicable SOFR Adjustment Conforming Changes.]

“Stated Principal Amount” means, with respect to the Series [__]-[__] Notes, the Series [__]-[__] Stated Principal Amount and has, with respect to any other Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series of Notes.

“Subordinated Class” means, with respect to the Class A Notes, the Class B Notes.

[“Target Amount” means, with respect to any Monthly Period and its related Distribution Date, the sum (without duplication) of (a) the Series [__]-[__] Monthly Interest, (b) the Series [__]-[__] Servicing Fee (to the extent payable from Series [__]-[__] Available Finance Charge Collections pursuant to Section 4.04(b)), (c) any required deposit to the Accumulation Reserve Account, (d) the product of (i) [__] and (ii) the Series [__]-[__] Default Amount for the prior Monthly Period, and (e) any unreimbursed reductions in the Allocation Amount from

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Investor Charge-Offs and Reallocated Principal Collections to be reimbursed pursuant to Section 4.04(e), in each case, other than clause (d), for such Distribution Date. For purposes of the first Monthly Period, the Series [__]-[__] Default Amount set forth in clause (d) of this definition shall be calculated by the Servicer using a good faith estimate based on historical experience. For the avoidance of doubt, the Target Amount operates solely as a minimum floor on cumulative Finance Charge Collections deposits under Section 4.01(b) and does not itself obligate deposits where Series [__]-[__] Available Finance Charge Collections for the Monthly Period are zero.]

“Tax Retained Notes” if any, means any Class A Notes while beneficially owned after the Closing Date by the issuer of such Notes for U.S. federal income tax purposes, until such time as such Notes are the subject of an opinion pursuant to Section 8.07(a)(ii) of this Indenture Supplement.

“Transfer Agreement” means the Transfer Agreement, dated as of June 11, 2026, by and among Bread Financial Funding, LLC, as Transferor, the Issuer, and the Indenture Trustee, as amended, restated, supplemented or otherwise modified from time to time.

[“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.]

“UK Securitization Framework” means the Securitisation Regulations 2024 (SI 2024/102) (as amended), together with (i) the securitisation sourcebook of the handbook of rules and guidance adopted by the Financial Conduct Authority of the United Kingdom (the “SECN”), (ii) the Securitisation Part of the rulebook of published policy of the Prudential Regulation Authority of the Bank of England (the “PRASR”) and (iii) relevant provisions of the Financial Services and Markets Act 2000, as amended, in each case, as amended and in effect from time to time.

“UK Securitization Rules” means the UK Securitization Framework, together with (a) all relevant guidance, policy statements and directions relating to the application of the UK Securitization Framework published by the Financial Conduct Authority, the Prudential Regulation Authority and/or The Pensions Regulator (or their successors), (b) any guidelines relating to the application of the EU Securitization Regulation which are applicable in the UK and (c) any other applicable laws, acts, statutory instruments, rules, guidance or policy statements published or enacted relating to the UK Securitization Framework, in each case, as may be further amended, supplemented or replaced, from time to time.

[“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.]

Section 1.02.  Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a)   THIS INDENTURE SUPPLEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS,

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RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(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 Indenture Supplement or to any matter arising out of or relating to this Indenture Supplement; provided, however, 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 Indenture Supplement shall be deemed or operate to preclude the Indenture Trustee from bringing suit or taking other legal action in any other jurisdiction to realize on the Receivables or any security for the obligations of the Issuer arising hereunder or to enforce a judgment or other court order in favor of the Indenture Trustee. 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, and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mail, proper postage prepaid. Nothing in this Section 1.02 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

(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 AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS 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, OR CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS INDENTURE SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 1.03.  Counterparts; Electronic Signatures.  This Indenture Supplement may be executed in two (2) or more counterparts (and by different parties on separate counterparts), each of which shall be deemed an original, and all of which when taken together shall constitute one and the same instrument. Delivery of a signature page to, or an executed counterpart of, this Indenture Supplement and any other documents to be delivered in connection with the transactions contemplated hereby by email transmission of a scanned image, or other electronic means, shall be effective as delivery of an originally executed counterpart. The parties hereto agree that “execution,” “signed,” “signature,” and words of like import in this document and any such other documents shall be deemed to include electronic signatures, authentication, or the keeping of

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records in electronic form, each of which shall be of the same legal effect, validity, enforceability or admissibility as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), or the UCC, and the parties hereto hereby waive any objection to the contrary.

Section 1.04.  Ratification of Indenture.  As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument.

[END OF ARTICLE I]

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ARTICLE II

THE NOTES

Section 2.01.  Designation.

(a)   There is hereby created a Series of Notes to be issued pursuant to the Indenture and this Indenture Supplement to be known as “Bread Financial Card Issuance Trust, Series [__]-[__]” or the “Series [__]-[__] Notes.” The Series [__]-[__] Notes shall be issued in two (2) Classes, the first of which shall be known as the “Class A Series [__]-[__] [Floating] [Fixed] Rate Asset Backed Notes” and the second of which shall be known as the “Class B Series [__]-[__] [Floating] [Fixed] Rate Asset Backed Notes.” The Series [__]-[__] Notes shall be due and payable on the Legal Maturity Date.

(b)   The Series [__]-[__] Notes shall be secured by the Collateral. For the avoidance of doubt, the parties agree that the payment of principal and interest on the Series [__]-[__] Notes shall be primarily based on the performance of the Receivables and, except for interest rate mismatches between the Receivables and the Series [__]-[__] Notes, shall not be contingent on market or credit events that are independent of such financial assets.

(c)   Series [__]-[__] shall be a Shared Excess Available Finance Charge Collections Series and shall be included in Shared Excess Available Finance Charge Collections Group [__]. Series [__]-[__] shall be a Shared Excess Available Principal Collections Series and shall be included in Shared Excess Available Principal Collections Group [__]. Other than as specified in this Section 2.01(c), Series [__]-[__] shall not be in any other Group.

(d)   Series [__]-[__] shall not be subordinated to any other Series of Notes.

(e)   Notwithstanding any provision in the Indenture or in this Indenture Supplement to the contrary, the first Distribution Date with respect to Series [__]-[__] shall be the [_____] 20[__] Distribution Date, and the first Monthly Period shall begin on and include the Closing Date and end on and include [______] 20[__].

Section 2.02.  Issuance of Series [__]-[__] Notes.  The Issuer may issue Notes of any Class of the Series [__]-[__] Notes, so long as the conditions precedent set forth in Section 4.09 of the Indenture are satisfied.

Section 2.03.  Documentation.  This Indenture Supplement, together with the Transaction Documents, shall (a) define the contractual rights and responsibilities of the parties, including, but not limited to, representations and warranties and ongoing disclosure requirements, and any measures to avoid conflicts of interest, and (b) provide authority for the parties, including, but not limited to, the Bank, the Servicer and the Series [__]-[__] Noteholders to fulfill their respective duties and exercise their rights under the contracts and clearly distinguish between any multiple roles performed by any party.

[END OF ARTICLE II]

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ARTICLE III

SERVICING COMPENSATION

Section 3.01.  Servicing Compensation.  The share of the Servicing Fee allocable to the Series [__]-[__] Noteholders with respect to any Distribution Date shall equal the Series [__]-[__] Servicing Fee. The portion of the Servicing Fee that is not allocable to the Series [__]-[__] Noteholders shall be paid by the holders of the Transferor Interest or the Noteholders of other Series of Notes (as provided in the related Indenture Supplements), and in no event shall the Issuer, the Owner Trustee, the Indenture Trustee or the Series [__]-[__] Noteholders be liable for the share of the Servicing Fee to be paid by the holders of the Transferor Interest or the Noteholders of any other Series of Notes. In the case of the Series [__]-[__] Notes, the Series [__]-[__] Servicing Fee shall be payable solely from Series [__]-[__] Available Finance Charge Collections in the priority specified in Section 4.04 and shall be reflected in the related Monthly Noteholders’ Statement.

[END OF ARTICLE III]

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ARTICLE IV

RIGHTS OF SERIES [__]-[__] NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.01.  Collections and Allocations.

(a)   Allocations. Finance Charge Collections, Principal Collections, the Default Amount and the Servicing Fee shall be allocated pursuant to Article V of the Indenture and shall be allocated to Series [__]-[__] and distributed as set forth in this Article IV.

(b)   Allocations of Finance Charge Collections to the Series [__]-[__] Notes.  With respect to each Date of Processing, an amount equal to the product of (i) the Series [__]-[__] Floating Allocation Percentage applicable to such Date of Processing and (ii) the aggregate amount of Finance Charge Collections processed on such Date of Processing shall be allocated by the Servicer to the Series [__]-[__] Noteholders and deposited into the Collection Account in accordance with Section 2.01(a) of the Servicing Agreement; provided, however, that[, so long as the Partial Commingling Condition is satisfied, during the Revolving Period (and during the portion of any Monthly Period in the Controlled Accumulation Period following the date on which Principal Collections equal to the Controlled Deposit Amount have been allocated for such Monthly Period), without limiting the requirements of Section 2.01(b) of the Servicing Agreement, the cumulative deposits of Finance Charge Collections for any Monthly Period shall be required to be at least equal to the Target Amount for such Monthly Period]. For calculation purposes under this Indenture Supplement, any Finance Charge Collections so allocated but not deposited by reason of this Section 4.01(b) shall be deemed, for purposes of all calculations under this Indenture Supplement (including the determination of Reallocated Principal Collections pursuant to Section 4.08 and the Series [__]-[__] Portfolio Yield), to have been retained in the Collection Account and applied as provided in clauses (a) through (e) of Section 4.04 (and in the priority therein) to the extent necessary to determine the application of Reallocated Principal Collections and any reimbursements under Section 4.04(e).

(c)   Allocations of Principal Collections to the Series [__]-[__] Notes.  With respect to each Date of Processing, an amount equal to the product of (i) the Series [__]-[__] Principal Allocation Percentage applicable to such Date of Processing and (ii) the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated by the Servicer to the Series [__]-[__] Noteholders and deposited into the Collection Account in accordance with Sections 2.01(a) and 2.01(b) of the Servicing Agreement. For calculation purposes under this Indenture Supplement, any Principal Collections so allocated but not deposited by reason of Section 2.01(b) of the Servicing Agreement shall be deemed, for purposes of all calculations under this Indenture Supplement (including the determination of Series [__]-[__] Available Principal Collections and Shared Excess Available Principal Collections pursuant to Section 4.05), to have been retained in the Collection Account and applied as provided in Section 4.05.

(d)   Allocations of the Default Amount to the Series [__]-[__] Notes.  With respect to each Monthly Period, the Servicer shall, on or prior to the related Determination Date, allocate to the Series [__]-[__] Notes an amount (the “Series [__]-[__] Default Amount”) equal to

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the product of (i) the Monthly Allocation Percentage for Series [__]-[__] for such Monthly Period and (ii) the Default Amount for such Monthly Period.

(e)   Allocations of the Servicing Fee to the Series [__]-[__] Notes.  With respect to each Monthly Period, the Servicer shall, on or prior to the related Determination Date, allocate to the Series [__]-[__] Notes an amount (the “Series [__]-[__] Servicing Fee”) equal to the product of (i) the Monthly Allocation Percentage for Series [__]-[__] for such Monthly Period and (ii) the Servicing Fee for such Monthly Period. On the related Distribution Date, the Series [__]-[__] Servicing Fee shall be distributed pursuant to Section 4.04.

(f)   Allocations of Interchange to the Series [__]-[__] Notes.  With respect to each Monthly Period, the Servicer shall, on or prior to the Determination Date, allocate to the Series [__]-[__] Notes an amount (the “Series [__]-[__] Interchange”) equal to the product of (i) the Monthly Allocation Percentage for Series [__]-[__] for such Monthly Period and (ii) the amount of Interchange, if any, attributable to the Accounts for such Monthly Period pursuant to Section 5.01(f) of the Receivables Purchase Agreement, and, on the related Transfer Date, deposit into the Collection Account the Series [__]-[__] Interchange for application in accordance with Section 4.04.

(g)   Allocations of Merchant Discount Fees to the Series [__]-[__] Notes.  With respect to each Monthly Period, the Servicer shall, on or prior to the Determination Date, allocate to the Series [__]-[__] Notes an amount (the “Series [__]-[__] Merchant Discount Fees”) equal to the product of (i) the Monthly Allocation Percentage for Series [__]-[__] for such Monthly Period and (ii) the amount of Merchant Discount Fees, if any, attributable to the Accounts for such Monthly Period pursuant to Section 5.01(f) of the Receivables Purchase Agreement, and, on the related Transfer Date, deposit into the Collection Account the Series [__]-[__] Merchant Discount Fees for application in accordance with Section 4.04.

(h)   Allocations of Interest and Earnings on the Collection Account to the Series [__]-[__] Notes.  With respect to each Monthly Period, the Servicer shall, on or prior to the Determination Date, allocate to the Series [__]-[__] Notes an amount equal to the product of (i) the Monthly Allocation Percentage for Series [__]-[__] for such Monthly Period and (ii) all interest and earnings (net of losses and investment expenses), if any, accrued during the Monthly Period and credited to the Collection Account, and shall be applied in accordance with Section 4.04.

(i)   Release of Principal Collections.  Principal Collections allocated to the Series [__]-[__] Notes pursuant to Section 4.01(c) and on deposit in the Collection Account may, upon request made by the Servicer on behalf of the Transferor as set forth in a Funding Instruction to the Indenture Trustee, be released on any date solely for the purpose of purchasing Receivables or for other purposes permitted under the Transaction Documents that would not have an Adverse Effect, subject to the following limitations: (A) no Principal Collections may be released if an Early Amortization Event has occurred and is continuing for one or more Series of Notes in Shared Excess Available Principal Collections Group [__]; and (B) if one or more Series of Notes in Shared Excess Available Principal Collections Group [__] is in an Amortization Period, no Principal Collections for such Monthly Period may be released if the amount of Principal Collections remaining in the Collection Account for such Monthly Period allocable to Shared Excess Available Principal Collections Group [__] would be less than the sum of the required

23

principal deposits and payments with respect to the Distribution Date for the related Monthly Period for such Series of Notes in Shared Excess Available Principal Collections Group [__] in an Amortization Period (excluding any Optional Amortization Amounts for such Series). For the avoidance of doubt, Principal Collections allocated to Series [__]-[__] that are not required to be deposited into the Collection Account pursuant to Section 2.01(b) of the Servicing Agreement shall not be subject to this Section 4.01(i) and may be applied by the Servicer in accordance with Section 2.01(b)(ii) of the Servicing Agreement.

Section 4.02.  Determination of Series [__]-[__] Monthly Interest[; Benchmark Replacement].

(a)   The amount of monthly interest (“Class A Monthly Interest”) distributable from the Collection Account with respect to the Class A Notes for any Distribution Date shall be an amount equal to the product of (i) (x) a fraction, the numerator of which is [the actual number of days in the applicable Interest Period] [thirty (30)] and the denominator of which is 360, times (y) the Class A Note Interest Rate in effect for the related Interest Period and (ii) the Outstanding Principal Amount of the Class A Notes as of the close of business on the Record Date[; provided, however, that for the first Distribution Date, the Class A Monthly Interest shall equal $[__]].

On the Determination Date preceding each Distribution Date, the Servicer shall determine the excess, if any (the “Class A Interest Shortfall”), of (i) the Class A Monthly Interest for such Distribution Date over (ii) the aggregate amount of funds retained in the Collection Account and allocated and available to pay such Class A Monthly Interest on such Distribution Date. If the Class A Interest Shortfall with respect to any Distribution Date is greater than zero, on each subsequent Distribution Date until such Class A Interest Shortfall is fully paid, an additional amount (“Class A Additional Interest”) equal to the product of (i) (x) a fraction, the numerator of which is [the actual number of days in the applicable Interest Period][thirty (30)] and the denominator of which is 360, times (y) the Class A Note Interest Rate in effect for the related Interest Period plus [__]% per annum and (ii) such Class A Interest Shortfall (or the portion thereof which has not been paid to the Class A Noteholders) shall be payable as provided herein with respect to the Class A Notes. Notwithstanding anything to the contrary herein, Class A Additional Interest shall be payable or distributed to the Class A Noteholders only to the extent permitted by applicable law.

(b)   The amount of monthly interest (“Class B Monthly Interest”) distributable from the Collection Account with respect to the Class B Notes for any Distribution Date shall be an amount equal to the product of (i) (x) a fraction, the numerator of which is [the actual number of days in the applicable Interest Period][thirty (30)] and the denominator of which is 360, times (y) the Class B Note Interest Rate in effect for the related Interest Period and (ii) the Outstanding Principal Amount of the Class B Notes as of the close of business on the Record Date.

On the Determination Date preceding each Distribution Date, the Servicer shall determine the excess, if any (the “Class B Interest Shortfall”), of (i) the Class B Monthly Interest for such Distribution Date over (ii) the aggregate amount of funds retained in the Collection Account and allocated and available to pay such Class B Monthly Interest on such Distribution Date. If the Class B Interest Shortfall with respect to any Distribution Date is greater than zero, on each subsequent Distribution Date until such Class B Interest Shortfall is fully paid, an

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additional amount (“Class B Additional Interest”) equal to the product of (i) (x) a fraction, the numerator of which is [the actual number of days in the applicable Interest Period][thirty (30)] and the denominator of which is 360, times (y) the Class B Note Interest Rate in effect for the related Interest Period plus [__]% per annum and (ii) such Class B Interest Shortfall (or the portion thereof which has not been paid to the Class B Noteholders) shall be payable as provided herein with respect to the Class B Notes. Notwithstanding anything to the contrary herein, Class B Additional Interest shall be payable or distributed to the Class B Noteholders only to the extent permitted by applicable law.

(c)   [So long as the Class A Notes are outstanding, the Paying Agent shall obtain the SOFR Rate in accordance with the definition of “SOFR Rate” on each SOFR Adjustment Date and shall notify the Administrator for each Interest Period. The SOFR Rate obtained by the Paying Agent, in the absence of manifest error, will be conclusive and binding on the Series [__]-[__] Noteholders.

(d)   If the Administrator determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the determination of the then-current Benchmark, the Benchmark Replacement determined by the Administrator will replace the then-current Benchmark for all purposes relating to the Class A Notes in respect of such determination on such date and all such determinations on all subsequent dates. The Administrator shall deliver written notice to each Rating Agency, the Indenture Trustee and the Paying Agent on any SOFR Adjustment Date if, as of the applicable Reference Time, the Administrator has determined with respect to the related Interest Period that there will be a change in the SOFR Rate or the terms related thereto since the immediately preceding SOFR Adjustment Date due to a determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred. The Administrator shall have the right to make SOFR Adjustment Conforming Changes and, in connection with the implementation of a Benchmark Replacement, Benchmark Replacement Conforming Changes, from time to time.

(e)   All percentages resulting from any calculation on the Class A Notes shall be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., [__]% (or [__]) would be rounded to [__]% (or [__])), and all dollar amounts used in or resulting from that calculation on the Class A Notes will be rounded to the nearest cent (with one-half cent being rounded upwards).

(f)   Any determination, decision or election that may be made by the Administrator or any other Person in connection with a Benchmark Transition Event, a Benchmark Replacement Conforming Change, a SOFR Adjustment Conforming Change or a Benchmark Replacement pursuant to this Section 4.02 (or pursuant to any capitalized term used in this Section 4.02 or in any such capitalized term), including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate, an adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the Transaction Documents, will become effective without the consent of any other Person (including any Series [__]-[__] Noteholder). No Series [__]-[__] Noteholder will have any right to approve or disapprove of these changes and

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shall be deemed by their acceptance of a Note to have agreed to waive and release any and all claims relating to any such determinations. Notwithstanding anything to the contrary in this Indenture Supplement or any of the other Transaction Documents, none of the Bank, the Transferor, the Issuer, the Indenture Trustee, the Paying Agent or the Owner Trustee will have any liability for any action or inaction taken or refrained from being taken by it with respect to any SOFR Adjustment Conforming Changes, Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other matters related to or arising in connection with the foregoing. Each Series [__]-[__] Noteholder and beneficial owner of Series [__]-[__] Notes, by its acceptance of a Series [__]-[__] Note or a beneficial interest in a Series [__]-[__] Note, will be deemed to waive and release any and all claims against the Bank, the Transferor, the Issuer, the Indenture Trustee, the Paying Agent or the Owner Trustee relating to any such determinations.

(g)   None of the Indenture Trustee, the Owner Trustee or the Paying Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of the SOFR Rate (or other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or to determine whether any conditions to the designation of such a rate or index have been satisfied, (iii) to select, determine or designate any Benchmark Replacement Adjustment or Unadjusted Benchmark Replacement, or other modifier to any replacement or successor index or (iv) to determine whether or what SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, including, but not limited to, as to any spread adjustment thereon, the business day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor Benchmark.

(h)   In no event will the Indenture Trustee, the Owner Trustee or the Paying Agent be responsible for (i) making any decision or election in connection with a Benchmark Transition Event or a Benchmark Replacement including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event or (ii) determining the SOFR Rate or any substitute for the SOFR Rate if such rate does not appear on the FRBNY’s Website or on a comparable system as is customarily used to quote the SOFR Rate or such substitute for the SOFR Rate. In connection with any of the matters referenced in clauses (g) and (h) of this Section 4.02, the Indenture Trustee and the Paying Agent will be entitled to conclusively rely on any determinations made by the Administrator (on behalf of the Issuer), in regards to such matters and will have no liability for such actions taken at the direction of the Administrator (on behalf of the Issuer).

(i)   None of the Indenture Trustee, the Owner Trustee or the Paying Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Indenture or any other Transaction Document as a result of the unavailability of the SOFR Rate or other applicable Benchmark and the absence of a designated Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation, the Servicer or the Administrator (on behalf of the Issuer), in providing any direction, instruction, notice or information required or contemplated by the terms

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of this Indenture Supplement and the other Transaction Documents and reasonably required for the performance of such duties. Neither the Indenture Trustee nor the Paying Agent will be responsible or liable for the actions or omissions of the Administrator, or for any failure or delay in the performance by the Administrator, nor shall the Indenture Trustee or Paying Agent be under any obligation to oversee or monitor the performance of the Administrator.

(j)   Neither the Paying Agent nor the Indenture Trustee shall have any liability for any interest rate published by any publication that is the source for determining the Interest Rates of the Class A Notes, including but not limited to the Reuters Screen (or any successor source), the FRBNY’s website, the Bloomberg Financial Markets Commodities News or any successor thereto, or for any rates published on any publicly available source or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto.]

Section 4.03.  Determination of Series [__]-[__] Monthly Principal.  The amount of monthly principal made available with respect to the Series [__]-[__] Notes for any Distribution Date (the “Series [__]-[__] Monthly Principal”), shall be equal to (a) during the Revolving Period, zero and (b) beginning with the Distribution Date in the month following the month in which the Controlled Accumulation Period or, if earlier, the Early Amortization Period, begins, shall be equal to the least of (i) the Series [__]-[__] Available Principal Collections, less any amount released under Section 4.01(i), currently on deposit in the Collection Account with respect to such Distribution Date, (ii) for each Distribution Date with respect to the Controlled Accumulation Period, the Controlled Deposit Amount for such Distribution Date and (iii) the Allocation Amount for such Distribution Date (after taking into account any adjustments to be made on such Distribution Date pursuant to Section 4.04, Section 4.07, and Section 4.08).

Section 4.04.  Application of Series [__]-[__] Available Finance Charge Collections.  On each Transfer Date, the Servicer shall instruct the Indenture Trustee in writing (which writing shall be the Monthly Payment Instruction substantially in the form of Exhibit B-2) to withdraw from the Collection Account and deposit into the Distribution Account from the Series [__]-[__] Available Finance Charge Collections with respect to the related Distribution Date an amount equal to the amount determined under Section 4.04(a). On each Distribution Date, the Indenture Trustee, acting in accordance with such Monthly Payment Instruction, shall apply (i) the Series [__]-[__] Available Finance Charge Collections with respect to the related Distribution Date on deposit in the Collection Account and (ii) the funds on deposit in the Distribution Account with respect to Section 4.04(a) and Section 4.04(c), as applicable, in the following priority:

(a)   an amount equal to Class A Monthly Interest for such Distribution Date, plus the amount of any Class A Monthly Interest, or portion thereof, previously due but not paid to Class A Noteholders on a prior Distribution Date, plus the amount of any Class A Additional Interest for such Distribution Date, plus the amount of any Class A Additional Interest, or portion thereof, previously due but not paid to Class A Noteholders on a prior Distribution Date, shall be distributed to the Paying Agent for payment to Class A Noteholders on such Distribution Date;

(b)   an amount equal to the Series [__]-[__] Servicing Fee for such Distribution Date, plus the amount of any Series [__]-[__] Servicing Fee, or portion thereof, previously due but not paid to the Servicer on any prior Distribution Date, shall be distributed to the Servicer (unless

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such amount has been retained by the Servicer and not deposited into the Collection Account in accordance with Section 2.01(b) of the Servicing Agreement);

(c)   an amount equal to Class B Monthly Interest for such Distribution Date, plus the amount of any Class B Monthly Interest, or portion thereof, previously due but not paid to Class B Noteholders on a prior Distribution Date, plus the amount of any Class B Additional Interest for such Distribution Date, plus the amount of any Class B Additional Interest, or portion thereof, previously due but not paid to Class B Noteholders on a prior Distribution Date, shall be distributed to the Paying Agent for the payment to Class B Noteholders on such Distribution Date;

(d)   an amount equal to the Series [__]-[__] Default Amount for such Distribution Date shall be treated as a portion of Series [__]-[__] Available Principal Collections for such Distribution Date;

(e)   an amount equal to the sum of the aggregate amount of Investor Charge- Offs and the amount of Reallocated Principal Collections which have not previously been reimbursed shall be used to reimburse such amount (without duplication) pursuant to this Section 4.04(e) and treated as Series [__]-[__] Available Principal Collections for such Distribution Date;

(f)   on each Distribution Date from and after the Accumulation Reserve Account Funding Date, but prior to the date on which the Accumulation Reserve Account terminates as described in Section 4.11(f), an amount equal to the excess, if any, of the Required Accumulation Reserve Account Amount over the Available Accumulation Reserve Account Amount shall be deposited into the Accumulation Reserve Account;

(g)   upon the occurrence of an Event of Default with respect to Series [__]-[__] and acceleration of the maturity of the Series [__]-[__] Notes pursuant to Section 7.02 of the Indenture, the balance, if any, up to the Outstanding Principal Amount, less the amount of Series [__]-[__] Available Principal Collections (less any amount released under Section 4.01(i)) currently on deposit in the Collection Account allocated to Series [__]-[__] on such Distribution Date (other than pursuant to this clause (g)), shall be treated as Series [__]-[__] Available Principal Collections for such Distribution Date;

(h)   the balance, if any, shall constitute a portion of Shared Excess Available Finance Charge Collections for such Distribution Date and shall be available for allocation to other Series in Shared Excess Available Finance Charge Collections Group [__], to the extent needed; and

(i)   first, an amount equal to that needed to pay any other obligations of the Issuer under the Transaction Documents shall be applied to pay such obligations, and second, the balance of any remaining amounts shall be paid to the holders of the Transferor Interest.

Section 4.05.  Application of Series [__]-[__] Available Principal Collections.

(a)   On or before each Distribution Date with respect to the Revolving Period, an amount equal to Series [__]-[__] Available Principal Collections deposited in the Collection Account with respect to the related Monthly Period, less any amount released under

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Section 4.01(i), shall be treated as Shared Excess Available Principal Collections with respect to such Monthly Period.

(b)   With respect to the Controlled Accumulation Period or the Early Amortization Period, an amount equal to the Series [__]-[__] Available Principal Collections, less any amount released under Section 4.01(i), currently on deposit in the Collection Account for the related Monthly Period, shall be distributed or deposited on the following dates and in the following order of priority:

(i)   during the Controlled Accumulation Period, and prior to the payment in full of the Class A Notes and the Class B Notes, an amount equal to the Series [__]-[__] Monthly Principal, for each Distribution Date shall be deposited into the Principal Funding Account on such Distribution Date; provided, however, that with respect to the calendar month in which the Expected Final Distribution Date occurs, such deposit shall be made on the applicable Transfer Date;

(ii)  during the Early Amortization Period, on each Transfer Date an amount equal to the lesser of (i) the Series [__]-[__] Monthly Principal, for the related Distribution Date or (ii) the Class A Stated Principal Amount, shall be deposited into the Distribution Account and on the related Distribution Date distributed to the Paying Agent for payment to the Class A Noteholders on such Distribution Date until the Class A Stated Principal Amount has been paid in full;

(iii)     during the Early Amortization Period on each Distribution Date, after giving effect to the deposit on the related Transfer Date referred to in clause (ii) above, an amount equal to the Series [__]-[__] Monthly Principal for such Distribution Date remaining, if any, shall be distributed to the Paying Agent for payment to the Class B Noteholders on such Distribution Date until the Class B Stated Principal Amount has been paid in full; and

(iv)  on each Distribution Date the balance of such Series [__]-[__] Available Principal Collections after giving effect to the distributions referred to in clauses (i)-(iii) above shall be treated as Shared Excess Available Principal Collections for the benefit of other Series in the Shared Excess Available Principal Collections Group [__].

(c)   On the earlier to occur of the Transfer Date relating to (i) the first Distribution Date with respect to the Early Amortization Period and (ii) the Expected Final Distribution Date, the Indenture Trustee, acting in accordance with instructions (which instructions shall be a Monthly Payment Instruction substantially in the form of Exhibit B-2) from the Servicer, shall withdraw from the amounts deposited into the Principal Funding Account pursuant to Section 4.05(b)(i) and deposit into the Distribution Account an amount equal to the lesser of the amount in the Principal Funding Account and the Class A Stated Principal Amount, and the Indenture Trustee, acting in accordance with such Monthly Payment Instruction, shall distribute such funds to the Paying Agent for payment to the Class A Noteholders on the related Distribution Date. On the earlier to occur of (i) the first Distribution Date with respect to the Early Amortization Period and (ii) the Expected Final Distribution Date, the Indenture Trustee, acting in

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accordance with instructions (which instructions shall be a Monthly Payment Instruction substantially in the form of Exhibit B-2) from the Servicer, shall withdraw from the remaining amounts, if any, in the Principal Funding Account an amount equal to the lesser of such remaining amount and the Class B Stated Principal Amount, and the Indenture Trustee, acting in accordance with such Monthly Payment Instruction, shall distribute such funds to the Paying Agent for payment to the Class B Noteholders on such Distribution Date.

Section 4.06. Principal Funding Account; Controlled Accumulation Period.

(a)  (i)  The Issuer shall cause to be established and maintained an Eligible Deposit Account (the “Principal Funding Account”), bearing a designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Indenture Trustee and the Series [__]-[__] Noteholders in accordance with Section 5.02(c) of the Indenture.

(ii)   If a securities intermediary has been appointed, funds on deposit in the Principal Funding Account shall be invested by the Indenture Trustee in Eligible Investments selected by the Servicer in accordance with written instructions from the Servicer. All such Eligible Investments shall be maintained by the Indenture Trustee for the benefit of the Series [__]-[__] Noteholders; provided, that with respect to each Distribution Date, all interest and other investment income (net of losses and investment expenses) (“Principal Funding Account Investment Proceeds”) on funds on deposit therein shall be applied as set forth in Section 4.06(a)(iii) below; and provided, further, that funds on deposit in the Principal Funding Account shall be invested in Eligible Investments that shall mature so that such funds shall be available at the opening of business on the Transfer Date preceding the following Distribution Date. Unless the Servicer directs otherwise in writing, funds deposited in the Principal Funding Account on a Transfer Date upon the maturity of any Eligible Investments are not required to be invested. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Indenture Trustee shall sell, liquidate or dispose of any such Eligible Investment if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer shall deliver prompt written notice to the Indenture Trustee of any such default; and provided further, that, subject to Section 8.01 of the Indenture, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in such Principal Funding Account resulting from any loss on any Eligible Investment included therein; provided further, however, that the foregoing proviso will not limit any amounts payable by U.S. Bank Trust Company, National Association on any such Eligible Investments issued by U.S. Bank Trust Company, National Association, in its commercial capacity, in accordance with their terms.

(iii)  On each Transfer Date with respect to the Controlled Accumulation Period, the Servicer shall direct the Indenture Trustee in writing to withdraw from the Principal Funding Account and deposit into the Collection Account all Principal Funding Account Investment Proceeds, if any, then on deposit in the Principal Funding Account and such Principal Funding Account Investment Proceeds, if any,

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shall be treated as a portion of Series [__]-[__] Available Finance Charge Collections.

(iv)  Reinvested interest and other investment income on funds deposited in the Principal Funding Account shall not be considered to be principal amounts on deposit therein for purposes of this Indenture Supplement.

(b)  (i)  The Indenture Trustee shall possess all right, title and interest in all funds and property from time to time credited to the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the exclusive control of the Indenture Trustee for the benefit of the Series [__]-[__] Noteholders. If, at any time (A) the Principal Funding Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer or the Owner Trustee for the Issuer) shall within thirty (30) Business Days (or such longer period upon satisfaction of the Rating Agency Condition, but in any event not to exceed forty-five (45) Business Days) establish a new Principal Funding Account meeting the conditions specified in Section 4.06(a)(i) above as an Eligible Deposit Account and shall transfer any funds or other property to such new Principal Funding Account or (B) the Issuer determines for any reason that the Principal Funding Account should be held at a different Eligible Institution, then upon prior written notice to the Indenture Trustee, the Issuer shall establish or cause to be established a new Principal Funding Account that is an Eligible Deposit Account and shall transfer any funds or other property from such Principal Funding Account to such new Principal Funding account. From the date each such new Principal Funding Account is established, it shall be the “Principal Funding Account.”

(ii)  Pursuant to the authority granted to the Servicer in Section 3.01 of the Servicing Agreement, the Servicer shall have the power to instruct the Indenture Trustee to make withdrawals and payments from the Principal Funding Account for the purposes of carrying out the Servicer’s or Indenture Trustee’s duties hereunder.

(c)  The Controlled Accumulation Period is scheduled to commence the first Business Day of the month that is twelve (12) calendar months prior to the Expected Final Distribution Date; provided, however, that if the Controlled Accumulation Period Length (determined as described below) is less than twelve (12) months upon written notice to the Indenture Trustee, Transferor and each Rating Agency, the Servicer shall postpone the date on which the Controlled Accumulation Period actually commences so that the number of Monthly Periods in the Controlled Accumulation Period will equal the Controlled Accumulation Period Length. On or before the second Business Day immediately preceding the first Business Day of the month that is twelve (12) months prior to the Expected Final Distribution Date, the Servicer shall determine the “Controlled Accumulation Period Length,” which shall equal the number of whole months reasonably expected by the Servicer to be necessary to accumulate from Series [__]-[__] Available Principal Collections and Shared Excess Available Principal Collections expected to be available to Series [__]-[__] from other Shared Excess Available Principal Collections Series during the Controlled Accumulation Period an amount equal to, or in excess of, the Series [__]-[__] Stated Principal Amount; provided, however, that the Controlled Accumulation Period Length shall not be determined to be less than one month. Deposits of the Controlled Accumulation

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Amount during the Controlled Accumulation Period shall be made to the Principal Funding Account in accordance with Section 4.05(b).

Section 4.07. Investor Charge-Offs. On or prior to each Determination Date, the Servicer shall calculate the Series [__]-[__] Default Amount, if any, for the related Distribution Date. If, for any Distribution Date, the Series [__]-[__] Default Amount for the related Monthly Period exceeds the amount available therefor pursuant to Section 4.04(d) with respect to such Monthly Period, the Allocation Amount will be reduced by the amount of such excess, but not by more than the Series [__]-[__] Default Amount for such Distribution Date (such reduction, an “Investor Charge-Off”).

Section 4.08. Reallocated Principal Collections. On each Distribution Date, the Servicer shall apply, to the extent permitted herein, or shall instruct the Indenture Trustee in writing to apply Reallocated Principal Collections with respect to such Distribution Date, in an amount equal to the lesser of (a) the Series [__]-[__] Principal Collections, less any amount released under Section 4.01(i), for the related Monthly Period or (b) the Monthly Reallocated Amount for such Distribution Date in accordance with the priority set forth in Section 4.04(a) and (b). On each Distribution Date, the Allocation Amount shall be reduced by the amount of Reallocated Principal Collections for such Distribution Date.

Section 4.09. Shared Excess Available Finance Charge Collections.

(a)  Series [__]-[__] shall be included in Shared Excess Available Finance Charge Collections Group [__] for the purpose of sharing Shared Excess Available Finance Charge Collections.

(b)  Unless otherwise provided pursuant to the terms of Section 4.10 of the Indenture, Shared Excess Available Finance Charge Collections with respect to any Monthly Period shall be shared within Shared Excess Available Finance Charge Collections Group [__] to cover the applicable Series Available Finance Charge Collections Shortfalls for such Monthly Period, if any, and applied on the Transfer Date for the related Monthly Period for each Shared Excess Available Finance Charge Collections Group Series with a Series Available Finance Charge Collections Shortfall for such Monthly Period. Shared Excess Available Finance Charge Collections allocable to Series [__]-[__] with respect to each Monthly Period shall mean an amount equal to the Series Available Finance Charge Collections Shortfall, if any, with respect to Series [__]-[__] for such Monthly Period; provided, however, that if the aggregate amount of Shared Excess Available Finance Charge Collections for all Series in Shared Excess Available Finance Charge Collections Group [__] for each Monthly Period is less than the Aggregate Series Available Finance Charge Collections Shortfall for such Monthly Period, then Shared Excess Available Finance Charge Collections allocable to Series [__]-[__] with respect to such Monthly Period shall equal the product of (i) Shared Excess Available Finance Charge Collections for all Series in Shared Excess Available Finance Charge Collections Group [__] for such Monthly Period and (ii) a fraction, the numerator of which is the Series Available Finance Charge Collections Shortfall with respect to Series [__]-[__] for such Monthly Period and the denominator of which is the Aggregate Series Available Finance Charge Collections Shortfall for such Monthly Period.

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(c)  Unless otherwise specified in the Indenture Supplement for any other Series in Shared Excess Available Finance Charge Collections Group [__], any Shared Excess Available Finance Charge Collections for each Series in Shared Excess Available Finance Charge Collections Group [__] for any Monthly Period which shall remain after application pursuant to clause (b) above shall be paid to the holders of the Transferor Interest. Shared Excess Available Finance Charge Collections will not be available for application by other Series of Notes that are not included in Shared Excess Available Finance Charge Collections Group [__].

Section 4.10. Shared Excess Available Principal Collections.

(a)  Series [__]-[__] shall be included in Shared Excess Available Principal Collections Group [__] for the purpose of sharing Shared Excess Available Principal Collections.

(b)  Unless otherwise provided pursuant to the terms of Section 4.10 of the Indenture, Shared Excess Available Principal Collections with respect to any Monthly Period shall be shared within Shared Excess Available Principal Collections Group [__] to cover the applicable Series Available Principal Collections Shortfalls for such Monthly Period, if any, for each Shared Excess Available Principal Collections Series with a Series Available Principal Collections Shortfall for such Monthly Period, and such Shared Excess Available Principal Collections allocable to Series [__]-[__] shall be distributed or deposited on the dates and in the order of priority provided for under Section 4.05(b)(i)-(iii). Shared Excess Available Principal Collections allocable to Series [__]-[__] with respect to each Monthly Period shall mean an amount equal to the Series Available Principal Collections Shortfall, if any, with respect to Series [__]-[__] for such Monthly Period; provided, however, that if the aggregate amount of Shared Excess Available Principal Collections for all Series in Shared Excess Available Principal Collections Group [__] for each Monthly Period is less than the Aggregate Series Available Principal Collections Shortfall for such Monthly Period, then Shared Excess Available Principal Collections allocable to Series [__]-[__] with respect to such Monthly Period shall equal the product of (i) Shared Excess Available Principal Collections for all Series in Shared Excess Available Principal Collections Group [__] for such Monthly Period and (ii) a fraction, the numerator of which is the Series Available Principal Collections Shortfall with respect to Series [__]-[__] for such Monthly Period and the denominator of which is the Aggregate Series Available Principal Collections Shortfall for such Monthly Period.

(c)  Unless otherwise specified in the Indenture Supplement for any other Series in Shared Excess Available Principal Collections Group [__], any Shared Excess Available Principal Collections for each Series in Shared Excess Available Principal Collections Group [__] for any Monthly Period which shall remain after application pursuant to clause (b) above shall be paid to the holders of the Transferor Interest. Shared Excess Available Principal Collections will not be available for application by other Series of Notes that are not included in Shared Excess Available Principal Collections Group [__].

Section 4.11. Accumulation Reserve Account.

(a)  The Servicer shall cause to be established and maintained an Eligible Deposit Account (the “Accumulation Reserve Account”) bearing a designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Indenture Trustee

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and the Series [__]-[__] Noteholders in accordance with Section 5.02(c) of the Indenture. The Indenture Trustee shall possess all right, title and interest in all funds and property from time to time credited to the Accumulation Reserve Account and in all proceeds thereof. The Accumulation Reserve Account shall be under the exclusive control of the Indenture Trustee for the benefit of the Series [__]-[__] Noteholders. If at any time (i) the Accumulation Reserve Account ceases to be an Eligible Deposit Account, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified in writing of such ineligibility (or the Servicer or the Owner Trustee for the Issuer) shall within thirty (30) Business Days (or such longer period not to exceed forty-five (45) Business Days upon satisfaction of the Rating Agency Condition) establish a new Accumulation Reserve Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any funds or other property to such new Accumulation Reserve Account or (ii) the Issuer determines for any reason that the Accumulation Reserve Account should be held at a different Eligible Institution, then upon prior written notice to the Indenture Trustee, the Issuer shall establish or cause to be established a new Accumulation Reserve Account that is an Eligible Deposit Account and shall transfer any funds or other property from such Accumulation Reserve Account to such new Accumulation Reserve Account. From the date each such new Accumulation Reserve Account is established, it shall be the “Accumulation Reserve Account.” The Indenture Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Accumulation Reserve Account from time to time in an amount up to the Available Accumulation Reserve Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Distribution Date from and after the Accumulation Reserve Account Funding Date but prior to the termination of the Accumulation Reserve Account, make a deposit into the Accumulation Reserve Account in the amount specified in, and otherwise in accordance with, Section 4.04(f).

(b)  If a securities intermediary has been appointed, funds on deposit in the Accumulation Reserve Account, on any Transfer Date, after giving effect to any withdrawals from the Accumulation Reserve Account on such Transfer Date, shall be invested by the Indenture Trustee in Eligible Investments selected by the Servicer in accordance with written instructions from the Servicer; provided, that the funds are invested in investments that shall mature so that such funds shall be available for withdrawal on or prior to the following Transfer Date. Absent such direction, funds in the Accumulation Reserve Account shall remain uninvested. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Indenture Trustee shall sell, liquidate or dispose of any such Eligible Investment if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer shall deliver prompt written notice to the Indenture Trustee of any such default; and provided further, that, subject to Section 8.01 of the Indenture, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in such Accumulation Reserve Account resulting from any loss on any Eligible Investment included therein; provided further, however, that the foregoing proviso will not limit any amounts payable by U.S. Bank Trust Company, National Association on any such Eligible Investments issued by U.S. Bank Trust Company, National Association, in its commercial capacity, in accordance with their terms. On each Transfer Date, all interest and earnings (net of losses and investment expenses), if any, accrued during the preceding Monthly Period on funds on deposit in the Accumulation Reserve Account shall be retained in the Accumulation Reserve Account (to the extent that the Available Accumulation Reserve Account Amount is less than the Required Accumulation Reserve Account Amount) and the balance, if

34

any, shall be deposited in the Collection Account for application in accordance with Section 4.04. For purposes of determining the availability of funds or the balance in the Accumulation Reserve Account for any reason under this Indenture Supplement, except as otherwise provided in the preceding sentence, investment earnings, if any, on such funds shall be deemed not to be available or on deposit.

(c)  On the Determination Date preceding (i) each Distribution Date with respect to the Controlled Accumulation Period and (ii) the first Distribution Date of the Early Amortization Period, the Servicer shall calculate the “Accumulation Reserve Draw Amount” which shall be equal to the excess, if any, of the Covered Amount with respect to such Distribution Date over the Principal Funding Account Investment Proceeds with respect to such Distribution Date; provided, however, that such amount will be reduced to the extent that funds otherwise would be available for deposit in the Accumulation Reserve Account under Section 4.04(f) with respect to such Distribution Date.

(d)  In the event that for any Distribution Date the Accumulation Reserve Draw Amount is greater than zero, the Accumulation Reserve Draw Amount, up to the Available Accumulation Reserve Account Amount, shall be (i) withdrawn from the Accumulation Reserve Account on the Transfer Date by the Indenture Trustee (acting in accordance with the instructions of the Servicer) and (ii) deposited into the Collection Account for application as Series [__]-[__] Available Finance Charge Collections for such Distribution Date.

(e)  In the event that the Accumulation Reserve Account Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Accumulation Reserve Account with respect to such Distribution Date, is greater than zero, the Indenture Trustee (acting in accordance with the instructions of the Servicer) shall withdraw from the Accumulation Reserve Account, and pay to the holders of the Transferor Interest an amount equal to such Accumulation Reserve Account Surplus.

(f)  Upon the earliest to occur of (i) the day on which the Allocation Amount is reduced to zero, (ii) the occurrence of an Event of Default with respect to the Series [__]-[__] Notes and acceleration of such Series [__]-[__] Notes pursuant to Section 7.02 of the Indenture, the first Distribution Date with respect to the Early Amortization Period, (iii) the Expected Final Distribution Date, and (iv) the termination of the Trust pursuant to the Trust Agreement, the Indenture Trustee (acting in accordance with the instructions of the Servicer) after the prior payment of all amounts owing to the Series [__]-[__] Noteholders which are payable from the Accumulation Reserve Account as provided herein, shall withdraw from the Accumulation Reserve Account and pay to the holders of the Transferor Interest all amounts, if any, on deposit in the Accumulation Reserve Account and the Accumulation Reserve Account shall be deemed to have terminated for purposes of this Indenture Supplement.

(g)  Notwithstanding the foregoing, following an Event of Default with respect to the Series [__]-[__] Notes and acceleration of such Series [__]-[__] Notes, any Accumulation Reserve Account Surplus or other amounts on deposit in the Accumulation Reserve Account shall be applied toward payment of any amounts owing with respect to the Series [__]-[__] Notes before such amounts are paid to the holders of the Transferor Interest.

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Section 4.12. Investment Instructions. Any investment instructions given to the Indenture Trustee pursuant to the terms hereof must be given to the Indenture Trustee no later than 10:00 A.M. (New York City time) on the date such investment is to be made. In the event the Indenture Trustee receives such investment instruction later than such time, the Indenture Trustee may, but shall have no obligation to, make such investment. In the event the Indenture Trustee is unable to make an investment required in an investment instruction received by the Indenture Trustee after 1:00 P.M. (New York City time) on such day, such investment shall be made by the Indenture Trustee on the next succeeding Business Day. In no event shall the Indenture Trustee be liable for any investment not made pursuant to investment instructions received after 1:00 P.M. (New York City time) on the day such investment is requested to be made.

Section 4.13. [RESERVED].

Section 4.14. Sale of Collateral for Series [__]-[__] Notes That are Accelerated or Reach Legal Maturity.

(a)  If the Series [__]-[__] Notes have been accelerated pursuant to Section 7.02 of the Indenture following an Event of Default, the Indenture Trustee may, subject to the conditions specified in Section 4.14(b), and at the direction of the Holders of more than 66²⁄₃% of the Outstanding Principal Amount of the Series [__]-[__] Notes will, subject to the conditions specified in Section 4.14(b), sell Principal Receivables (or interests therein) in an amount (as determined by the Issuer and provided to the Indenture Trustee) not to exceed the Allocation Amount as of the close of business on the day preceding such sale, plus any related Finance Charge Receivables.

(b)  Such a sale will be permitted only if at least one of the following conditions is met:

(i)  the Holders of more than 90% of the aggregate Outstanding Principal Amount of the Series [__]-[__] Notes consent; or

(ii)  the net proceeds of such sale (plus amounts on deposit in the Issuer Accounts) would be sufficient to pay all amounts due on the Series [__]-[__] Notes; or

(iii)  the Indenture Trustee in consultation with the Servicer determines that the funds to be allocated to the Series [__]-[__] Notes, including (1) Series [__]-[__] Available Finance Charge Collections and Series [__]-[__] Available Principal Collections and (2) amounts on deposit in the Issuer Accounts, may not be sufficient on an ongoing basis to make all payments on the Series [__]-[__] Notes as such payments would have become due if such obligations had not been declared due and payable, and Series [__]-[__] Noteholders evidencing more than 66²⁄₃% of the aggregate Outstanding Principal Amount of the Series [__]-[__] Notes consent to the sale; provided, that the Issuer will provide the Indenture Trustee with the information reasonably requested by the Indenture Trustee to make such determination.

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(c)  If the Allocation Amount is greater than zero on the Legal Maturity Date (after giving effect to any allocations, deposits and payments otherwise to be made on that Legal Maturity Date), the Indenture Trustee shall, no later than the Legal Maturity Date, sell or cause to be sold Principal Receivables (or interests therein) in an amount not to exceed the Allocation Amount as of the close of business on the day preceding such sale, plus any related Finance Charge Receivables.

(d)  Upon the occurrence of such sale, the Allocation Amount shall be automatically reduced to zero and Principal Collections and Finance Charge Collections shall no longer be allocated to the Series [__]-[__] Notes.

(e)  Sale proceeds received with respect to the Series [__]-[__] Notes pursuant to clause (a) or (c) above will be applied as specified in Section 7.06 of the Indenture, and amounts available for application pursuant to clause (b) of Section 7.06 of the Indenture shall be allocated and paid in the following priority:

first, to the Class A Noteholders, until the Class A Stated Principal Amount and all current and past due Class A Monthly Interest and Class A Additional Interest has been paid in full; and

second, to the Class B Noteholders, until the Class B Stated Principal Amount and all current and past due Class B Monthly Interest and Class B Additional Interest has been paid in full.

Section 4.15. Distribution Account. The Issuer shall cause to be established and maintained an Eligible Deposit Account (the “Distribution Account”), bearing a designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Indenture Trustee and the Series [__]-[__] Noteholders in accordance with Section 5.02(c) of the Indenture. The Indenture Trustee shall possess all right, title and interest in all funds and property from time to time credited to the Distribution Account and in all proceeds thereof. The Distribution Account shall be under the exclusive control of the Indenture Trustee for the benefit of the Series [__]-[__] Noteholders. If, at any time (i) the Distribution Account ceases to be an Eligible Deposit Account, the Indenture Trustee shall within thirty (30) Business Days (or such longer period upon satisfaction of the Rating Agency Condition, but in any event not to exceed forty-five (45) Business Days) establish a new Distribution Account meeting the conditions specified above as an Eligible Deposit Account and shall transfer any funds or other property to such new Distribution Account or (ii) the Issuer determines for any reason that the Distribution Account should be held at a different Eligible Institution, then upon prior written notice to the Indenture Trustee, the Issuer shall establish or cause to be established a new Distribution Account that is an Eligible Deposit Account and shall transfer any funds or other property from such Distribution Account to such new Distribution Account. Pursuant to the authority granted to the Servicer in Section 3.01 of the Servicing Agreement, the Servicer shall have the power to instruct the Indenture Trustee to make withdrawals and payments from the Distribution Account for the purposes of carrying out the Servicer’s or Indenture Trustee’s duties hereunder. For the avoidance of doubt, funds on deposit in the Distribution Account shall not be invested.

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Section 4.16. Governing Law For Hague Securities Convention. Pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC and the Hague Securities Convention, the local law of the jurisdiction of the Securities Intermediary is the law of the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention and the “securities intermediary’s jurisdiction” as defined in the relevant UCC shall be the State of New York.

[END OF ARTICLE IV]

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ARTICLE V

EARLY AMORTIZATION OF THE NOTES

Section 5.01. Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [__]-[__] Notes:

(a)  if the Quarterly Excess Spread Percentage is less than the Required Quarterly Excess Spread Percentage;

(b)  a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five (5) Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(b) of the Transfer Agreement;

(c)  if any Servicer Default occurs which would have a material adverse effect on the Series [__]-[__] Noteholders;

(d)  the failure to pay the Notes in full on the Expected Final Distribution Date;

(e)  the occurrence of an Event of Default and acceleration of the Series [__]-[__] Notes pursuant to Article VII of the Indenture;

(f)  (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [__]-[__] Noteholders and which continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [__]-[__] Notes; or

(g)  any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [__]-[__] Notes and as a result of which the interests of the Series [__]-[__] Noteholders are materially and adversely affected for such period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement.

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In the case of any event described in Section 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Section 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [__]-[__] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [__]-[__] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [__]-[__] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [__]-[__] Notes as of the date of such notice.

[END OF ARTICLE V]

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ARTICLE VI

LEGAL MATURITY; FINAL PAYMENTS

Section 6.01. Legal Maturity. The Series [__]-[__] Notes shall be considered to be paid in full, the Holders of such Series [__]-[__] Notes shall have no further right or claim, and the Issuer shall have no further obligation or liability with respect to such Series [__]-[__] Notes on the earliest to occur of (i) the date on which the Outstanding Principal Amount with respect to Series [__]-[__], and all Monthly Interest on such Series [__]-[__] Notes, is paid in full, (ii) the date on which Collateral is sold and the proceeds in respect thereof applied in accordance with Section 7.08 of the Indenture and Section 4.14, and (iii) the Legal Maturity Date, in each case after giving effect to all deposits, allocations, reimbursements, reallocations, sales of Collateral and payments to be made in connection therewith.

[END OF ARTICLE VI]

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ARTICLE VII

DELIVERY OF SERIES [__]-[__] NOTES; DISTRIBUTIONS AND REPORTS TO SERIES [__]-[__] NOTEHOLDERS

Section 7.01. Form of Delivery for the Series [__]-[__] Notes; Depository; Denominations.

(a)  The Class A Notes shall be delivered in the form of Global Notes as provided in Section 3.02 of the Indenture.

(b)  The Class B Notes shall be delivered in the form of Certificated Registered Notes as provided in Section 3.02 of the Indenture.

(c)  The Depository for the Class A Notes shall be The Depository Trust Company, and the Class A Notes shall initially be registered in the name of Cede & Co., its nominee.

(d)  The Series [__]-[__] Notes shall be issued in minimum denominations of $[100,000][1,000] and integral multiples of $[1,000][1].

Section 7.02. Delivery and Payment for the Series [__]-[__] Notes. The Issuer shall execute and deliver the Series [__]-[__] Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Series [__]-[__] Notes when authenticated, each in accordance with Section 4.03 of the Indenture.

Section 7.03. Distributions.

(a)  On each Distribution Date, the Paying Agent shall distribute, based upon the Monthly Noteholders’ Statement delivered by the Servicer pursuant to Section 7.04(b) hereof, to each Class A Noteholder of record on the related Record Date such Class A Noteholder’s pro rata share of the amounts on deposit in the Distribution Account or otherwise maintained by the Paying Agent that are allocated and available on such Distribution Date to pay interest on the Class A Notes pursuant to this Indenture Supplement.

(b)  On each Distribution Date with respect to the Early Amortization Period and on the Expected Final Distribution Date, the Paying Agent shall distribute, based upon the Monthly Noteholders’ Statement delivered by the Servicer pursuant to Section 7.04(b) hereof, to each Class A Noteholder of record on the related Record Date such Class A Noteholder’s pro rata share of the amounts on deposit in the Principal Funding Account or otherwise maintained by the Paying Agent that are allocated and available on such Distribution Date to pay principal of the Class A Notes pursuant to this Indenture Supplement.

(c)  On each Distribution Date, the Paying Agent shall distribute, based upon the Monthly Noteholders’ Statement delivered by the Servicer pursuant to Section 7.04(b) hereof, to each Class B Noteholder of record on the related Record Date such Class B Noteholder’s pro rata share of the amounts on deposit in the Distribution Account or otherwise maintained by the

42

Paying Agent that are allocated and available on such Distribution Date to pay interest on the Class B Notes pursuant to this Indenture Supplement.

(d)  On each Distribution Date with respect to the Early Amortization Period and on the Expected Final Distribution Date, the Paying Agent shall distribute, based upon the Monthly Noteholders’ Statement delivered by the Servicer pursuant to Section 7.04(b) hereof, to each Class B Noteholder of record on the related Record Date such Class B Noteholder’s pro rata share of the amounts on deposit in the Principal Funding Account or otherwise maintained by the Paying Agent that are allocated and available on such Distribution Date to pay principal of the Class B Notes pursuant to this Indenture Supplement.

(e)  The distributions to be made pursuant to this Section 7.03 are subject to the provisions of Sections 2.07 and Section 4.01 of the Transfer Agreement and Section 6.01 of the Servicing Agreement.

(f)  Except as provided in Section 13.08 of the Indenture with respect to a final distribution, distributions to Series [__]-[__] Noteholders hereunder shall be made by check mailed to each Series [__]-[__] Noteholder at such Series [__]-[__] Noteholder’s address appearing in the Note Register without presentation or surrender of any Series [__]-[__] Note or the making of any notation thereon; provided, however, that with respect to the Class A Notes registered in the name of a clearing agency, such distributions shall be made to such clearing agency in immediately available funds and with respect to the Holder of any Class B Note if such Holder shall have provided written wire transfer instructions to the Indenture Trustee and the Paying Agent not less than five (5) Business Days prior to the Distribution Date, then the Indenture Trustee or the Paying Agent, as applicable, shall make distributions to such Holder by wire transfer of immediately available funds.

Section 7.04. Reports and Statements to Series [__]-[__] Noteholders.

(a)  On each Distribution Date, the Paying Agent, on behalf of the Indenture Trustee, will make available electronically on its website https://pivot.usbank.com to each Series [__]-[__] Noteholder a Monthly Noteholders’ Statement substantially in the form of Exhibit B-1 (or otherwise containing substantially comparable information) prepared by the Servicer and delivered to the Paying Agent, which shall (amongst other things) set forth (i) the Seller’s Interest Amount, (ii) the Required Seller’s Interest Amount, in each case as of the Seller’s Interest Amount Measurement Date and (iii) the amount of seller’s interest maintained by the Transferor as of the Transferor Amount Measurement Date calculated in accordance with Regulation RR.

(b)  On or prior to each Determination Date, the Servicer shall deliver to the Indenture Trustee, the Paying Agent, the Transferor, each Rating Agency and the Owner Trustee (i) the Monthly Noteholders’ Statement and (ii) a Monthly Servicer’s Certificate substantially in the form of Exhibit C (or otherwise containing substantially comparable information).

(c)  The Servicer shall include in each Monthly Noteholders’ Statement delivered pursuant to Section 7.04(b) such information as is required to satisfy the Credit Risk and Performance Disclosure.

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(d)  At the time of delivery of any periodic distribution report, while the Series [__]-[__] Notes are outstanding, the Paying Agent on behalf of the Indenture Trustee, shall make available to each Series [__]-[__] Noteholder copies of the Credit Risk and Performance Disclosure.

(e)  A copy of each statement or certificate provided pursuant to Section 7.04(b) above may be obtained by any Series [__]-[__] Noteholder or any Note Owner thereof by a request in writing to the Servicer.

(f)  On or before January 31 of each calendar year, beginning with calendar year 20[__], the Paying Agent, on behalf of the Indenture Trustee, shall furnish or cause to be furnished to each Person who at any time during the preceding calendar year was a Series [__]-[__] Noteholder, a statement substantially in the form of Exhibit B-2 to this Indenture Supplement prepared by the Servicer for such calendar year or the applicable portion thereof during which such Person was a Series [__]-[__] Noteholder, together with other information as is required to be provided by an issuer of indebtedness under the Code. Such obligation of the Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent pursuant to any requirements of the Code as from time to time in effect.

Section 7.05. Restrictions on Transfer of the Class B Notes. The Class B Notes (i) shall be subject to the transfer restrictions set forth in Section 8.06 of this Indenture Supplement, (ii) shall bear the legend set forth in Section 4.04(l) of the Indenture and be subject to the terms and transfer restrictions provided in such Section 4.04(l) and (iii) shall bear the following legend and be subject to the transfer restrictions provided therein:

BY ITS ACQUISITION OF THIS CLASS B NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND ITS FIDUCIARY, IF APPLICABLE) SHALL BE DEEMED TO REPRESENT, WARRANT AND COVENANT ON THE DATE OF ACQUISITION OF THIS CLASS B NOTE (OR ANY INTEREST HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING THIS CLASS B NOTE (OR ANY INTEREST HEREIN) THAT EITHER (A) IT IS NOT ACQUIRING THIS CLASS B NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (EACH OF THE FOREGOING, A “BENEFIT PLAN”) OR A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN THAT IS SUBJECT TO STATE, LOCAL OR OTHER LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B)(1) THE CLASS B NOTES ARE RATED AT LEAST “BBB-” OR ITS EQUIVALENT BY A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION AT THE TIME OF PURCHASE OR TRANSFER AND (2) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CLASS B NOTE (OR ANY INTEREST HEREIN) WILL

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NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW. NO CLASS B NOTE HOLDER WILL BE PERMITTED TO TRANSFER THIS CLASS B NOTE TO ANY PERSON OR ENTITY, UNLESS SUCH PERSON OR ENTITY CAN ITSELF TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS AND COVENANTS AS PRESENTED IN THIS PARAGRAPH.

[END OF ARTICLE VII]

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ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01. Non-petition Covenant. To the fullest extent permitted by applicable law, the Indenture Trustee, by entering into this Indenture Supplement, agrees that it will not at any time, acquiesce, petition or otherwise invoke or cause the Issuer or the Transferor to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Issuer or the Transferor under any Debtor Relief Law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Issuer or the Transferor or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer or the Transferor.

Section 8.02. Actions by the Issuer. Subject to the Servicing Agreement, all action to be taken by the Issuer under this Indenture Supplement shall be taken by the Administrator or the Owner Trustee on behalf of the Issuer and all notices to be given or received by the Issuer under this Indenture Supplement shall be given or received by the Administrator or the Owner Trustee, on behalf of the Issuer.

Section 8.03. Limitations on Liability.

(a)  It is expressly understood and agreed by the parties hereto that (i) this Indenture Supplement is executed and delivered by the Owner Trustee, not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to the Indenture and by any Person claiming by, through or under them, and (iv) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture Supplement or any related documents.

(b)  None of the Indenture Trustee, the Owner Trustee, the Servicer, the Administrator, the Beneficiary or any other beneficiary of the Issuer or any of their respective officers, directors, employees, members, incorporators or agents shall have any liability with respect to this Indenture Supplement, and any recourse may be had solely to the Collateral.

(c)  In no event shall the Indenture Trustee have any responsibility to monitor compliance with Regulation RR, the UK Securitization Rules, the EU Securitization Rules or any other rules or regulations regarding risk retention. The Indenture Trustee shall not be charged with knowledge of such rules, nor shall it be liable to any Series [__]-[__] Noteholder or any other party for a violation of such rules and regulations now or hereinafter in effect.

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Section 8.04. FATCA Matters. Each Series [__]-[__] Noteholder or Note Owner, by the purchase of such Series [__]-[__] Note or its acceptance of a beneficial interest therein, acknowledges that interest on the Series [__]-[__] Notes will be treated as United States source interest, and, as such, United States withholding tax may apply. Each Series [__]-[__] Noteholder or Note Owner further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence such status and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Series [__]-[__] Notes may be subject to United States withholding tax (without any corresponding gross- up). Without limiting the foregoing, if a payment made under this Indenture Supplement or the Indenture would be subject to United States federal withholding tax imposed by FATCA if the recipient of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall deliver to the Issuer, with a copy to the Indenture Trustee, at the time or times prescribed by the Code and at such time or times reasonably requested by the Issuer or the Indenture Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Issuer or the Indenture Trustee to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these purposes, “FATCA” means (a) Sections 1471 to 1474 of the Code or any associated regulations or other official guidance; (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the U.S. and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or (c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the U.S. Internal Revenue Service, the U.S. government or any governmental or taxation authority in any other jurisdiction, and including any amendments made to FATCA after the date of this Indenture Supplement.

Section 8.05. Amendments. Except as expressly set forth in Article X of the Indenture [and in this Section 8.05], this Indenture Supplement may not be amended, restated, supplemented or modified.

[Notwithstanding anything under the Indenture, this Section 8.05 or in any other Transaction Document to the contrary, to the extent permitted by the TIA, this Indenture Supplement may be amended by the Issuer without the consent of the Series [__]-[__] Noteholders or any other Person and without satisfying any other amendment provisions of the Indenture or any other Transaction Document solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the rights, indemnities or obligations of the Owner Trustee or the Indenture Trustee without the Owner Trustee’s or the Indenture Trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Indenture Supplement may be retroactive (including retroactive to the Benchmark Replacement Date) and this Indenture Supplement may be amended more than once in connection

47

with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.]

Section 8.06. [Class B Notes.

(a)  Notwithstanding anything to the contrary in this Indenture Supplement, no interest in the Class B Notes may be directly or indirectly sold, transferred, assigned, exchanged, participated or otherwise conveyed, pledged, hypothecated or rehypothecated or made the subject of a security interest (each such transaction for purposes of this Section 8.06, a “Transfer”) except to a Person who is a “United States person” for United States federal income tax purposes and only upon the prior delivery of an Issuer Tax Opinion to the Indenture Trustee with respect to such Transfer, and any Transfer in violation of these requirements shall be null and void ab initio.

(b)  If not transferred in compliance with the registration provisions of the Securities Act, then no interest in the Class B Notes may be offered, sold or transferred, except (i) pursuant to Rule 144A under the Securities Act (“Rule 144A”) to a person the Noteholder reasonably believes is a “qualified institutional buyer” (a “QIB”) in a transaction meeting the requirements of Rule 144A, purchasing for its own account or for the account of a QIB, whom it has informed that such offer, sale or other transfer is being made in reliance on Rule 144A, or (ii) in an offshore transaction meeting the requirements of Rule 903 or 904 of Regulation S under the Securities Act to a person it reasonably believes is an accredited investor as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) of Regulation D under the Securities Act and any entity in which all of the equity owners come within such paragraphs (an “IAI”) or a QIB, purchasing for its own account or for the account of another IAI or a QIB.]

Section 8.07. Tax Retained Notes.

(a)  Notwithstanding anything to the contrary in this Indenture Supplement, no interest in any Tax Retained Notes may be directly or indirectly sold, transferred, assigned, exchanged, participated or otherwise conveyed, pledged, hypothecated or rehypothecated or made the subject of a security interest (each such transaction for purposes of this Section 8.07, a “Transfer”) unless prior to and in connection with such Transfer either (i) an Issuer Tax Opinion is delivered to the Indenture Trustee with respect to such Transfer (excluding any Tax Retained Notes from such Issuer Tax Opinion to the extent they are otherwise included in the definition of Issuer Tax Opinion in the Indenture) or (ii) an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such Notes will be debt for United States federal income tax purposes.

(b)  With respect to any Transfer for which no Opinion of Counsel is provided pursuant to sub-clause (ii) of the preceding clause (a), the transfer of such Notes must be to a Person who is a “United States person” for United States federal income tax purposes unless otherwise provided in a written opinion of nationally recognized tax counsel. If there are other Notes of the same Class as such transferred Notes which are not Tax Retained Notes prior to such transfer, such transfer will not be effective unless (i) the Tax Retained Notes are part of the same issue (as described in United States Treasury Regulation section 1.1275-2(k)) as the other Notes from the same Class, (ii) neither the Tax Retained Notes nor such other Notes from the same Class will be treated as issued with original issue discount for United States federal income tax purposes or (iii) the Tax Retained Notes and such other Notes from the same Class can be tracked in a

48

manner that will allow each holder of any such Note to identify the information described in United States Treasury Regulation section 1.1275-3(b)(1)(i) with respect to each such Note.

(c)  Any Transfer in violation of these requirements shall be null and void ab initio.

Section 8.08. Investor Communications. Following receipt of a written request during any Monthly Period from a Series [__]-[__] Noteholder seeking to communicate with other Noteholders regarding exercising their contractual rights under the terms of the Transaction Documents, the Issuer shall include or shall cause the Transferor to include, in its Securities Exchange Act Form 10-D filing related to the Monthly Period in which such written request was received: (a) the name of the Series [__]-[__] Noteholder delivering such request, (b) the date the request was received, (c) a statement to the effect that the Issuer has in fact received such request from a Series [__]-[__] Noteholder and that such Series [__]-[__] Noteholder is interested in communicating with other Noteholders with regard to the possible exercise of rights under the Transaction Documents, and (d) a description of the method that other Noteholders may use to contact the requesting Series [__]-[__] Noteholder. Prior, however, to including the items set forth in clauses (a)-(d) above in a Securities Exchange Act Form 10-D filing, the Issuer shall have the right to request from the Series [__]-[__] Noteholder delivering the written request verification that such Series [__]-[__] Noteholder is in fact a Holder of a beneficial interest in a Series [__]-[__] Note. Such verification may be in the form of (x) a written certification from such Series [__]-[__] Noteholder that it is a Holder of beneficial interest in a Series [__]-[__] Note, and (y) one other form of documentation such as a trade confirmation, an account statement, a letter from the broker or dealer, or other similar document. The Transferor will be responsible for any expenses in connection with the filing of its Securities and Exchange Act Form 10-D.

[END OF ARTICLE VIII]

49

ARTICLE IX

INSOLVENCY PROCEEDING WITH RESPECT TO THE BANK SPONSOR

Section 9.01. Actions Upon Repudiation.

(a)  In the event that the Bank Sponsor becomes the subject of an insolvency proceeding and the FDIC as receiver or conservator for the Bank Sponsor exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Servicer shall determine whether the FDIC in such capacity will pay damages in cash as provided in such paragraph (d)(4)(ii). Upon making such determination, the Servicer shall promptly, and in any event no more than one (1) Business Day thereafter, so notify the Indenture Trustee.

(b)  Upon receipt of the notice specified in Section 9.01(a), the Indenture Trustee shall determine the date (the “Applicable Distribution Date”) for making a distribution to the Series [__]-[__] Noteholders of such damages, which date shall be the earlier of (i) the next Distribution Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special distribution date, in each case subject to all applicable provisions of the Indenture, applicable law and the procedures of any applicable clearing agency. The Indenture Trustee is authorized and instructed to retain possession and control of the Accumulation Reserve Account and the Collection Account and all amounts on deposit therein.

(c)  When the Applicable Distribution Date is determined, the Servicer shall promptly compute the amount of interest to be paid on each Class of Notes on the Applicable Distribution Date, which interest (unless such Applicable Distribution Date is a Distribution Date) shall be the amount accruing up to the Applicable Distribution Date and which shall be computed by pro rating the amount that would otherwise be payable on the next succeeding Distribution Date on the basis of [(i) the number of days elapsed from such preceding Distribution Date divided by (ii) thirty (30)]. The Servicer shall notify the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Class of Notes not later than the Business Day following the day on which the Applicable Distribution Date is determined.

(d)  If the Applicable Distribution Date is a special distribution date, the Indenture Trustee shall (i) declare such special distribution date (the record date for which shall be the close of business on the day immediately preceding such special distribution date), (ii) declare a special distribution to the Series [__]-[__] Noteholders consisting of unpaid interest on each Series [__]-[__] Note and the outstanding principal balance of each Series [__]-[__] Note and (iii) deliver notice to the Series [__]-[__] Noteholders of such special distribution date and special distribution.

(e)  Following payment by the FDIC of such damages:

(i)  Such damages shall be deposited into the Principal Funding Account;

(ii)  The Servicer shall promptly, and no later than one (1) Business Day after such damages have been paid by the FDIC, (A) compute the amount, if any, required to be withdrawn from available funds in the Accumulation Reserve

50

Account (and, if necessary, the Collection Account) and transferred to the Principal Funding Account so that the amount on deposit in the Principal Funding Account shall equal the aggregate amount to be distributed as specified in Section 9.01(c), and (B) promptly inform the Indenture Trustee of such computation; and

(iii)  On the Applicable Distribution Date, the Indenture Trustee shall, based on the computations in Section 9.01(c), first, withdraw from monies on deposit in the Accumulation Reserve Account and, if necessary, the Collection Account the amount so computed and cause such amount to be deposited into the Principal Funding Account and, second, cause all amounts deposited into the Principal Funding Account pursuant to this Section 9.01 to be applied in accordance with Section 7.06 of the Indenture and amounts available for application pursuant to clause (b) of Section 7.06 of the Indenture shall be allocated and paid as provided in Section 4.14(e).

(f)  Any funds remaining in the Collection Account and the Accumulation Reserve Account shall be distributed on the following Distribution Date (or on such Applicable Distribution Date, if it is not a Distribution Date), such distributions to be made in accordance with the applicable provisions of the Transaction Documents, with the Servicer to adjust the amounts of such distributions in its records to take into account the amounts distributed on the Applicable Distribution Date.

Section 9.02. Notice.

(a)  In the event that the Bank Sponsor 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, the party receiving such notice shall promptly deliver such notice to each of the Servicer, the Transferor, the Trust and the Indenture Trustee.

(b)  If the FDIC (i) is appointed as a conservator or receiver of the Bank Sponsor and (ii) is in monetary default hereunder or under the other Transaction Documents, the Indenture Trustee shall, at the direction of the Majority Holders of all Outstanding Notes, the Servicer or a Series [__]-[__] Noteholder, be entitled to deliver written notice to the FDIC requesting the exercise of contractual rights hereunder and under the other Transaction Documents.

Section 9.03. Reservation of Rights. Neither the inclusion of this Article IX in this Indenture Supplement nor the compliance by any Person with, or the acknowledgement by any Person of, this Article’s provisions constitutes an agreement or acknowledgment by any Person that, in the case of an insolvency proceeding with respect to the Bank Sponsor, a receiver or conservator will have any rights with respect to the Trust Assets.

[END OF ARTICLE IX]

51

IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed, all as of the day and year first above written.

BREAD FINANCIAL CARD ISSUANCE   TRUST, as Issuer
By:	BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee on behalf of the Trust
By:
	Name:
	Title:

U.S. BANK TRUST COMPANY, NATIONAL   ASSOCIATION, as Indenture Trustee and not   in its individual capacity
By:
	Name:
	Title:

U.S. BANK, NATIONAL ASSOCIATION, as Securities Intermediary and not in its individual capacity
By:
	Name:
	Title:

[Signature Page to Indenture Supplement]

ACKNOWLEDGED AND AGREED TO BY:

COMENITY CAPITAL BANK

for itself, as Servicer, Administrator and as a Repurchase Party

By:
	Name:
	Title
BREAD FINANCIAL FUNDING, LLC, as Transferor and as a Repurchase Party
By:
	Name:
	Title

[Signature Page to Indenture Supplement]

EXHIBIT A-1

FORM OF

CLASS A SERIES [__]-[__] [FLOATING][FIXED] RATE ASSET BACKED NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) – ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE HOLDER OF THIS CLASS A NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.

THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.

BY ITS ACQUISITION OF THIS CLASS A NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND ITS FIDUCIARY, IF APPLICABLE) SHALL BE DEEMED TO REPRESENT, WARRANT AND COVENANT ON THE DATE OF ACQUISITION OF THIS CLASS A NOTE (OR ANY INTEREST HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING THIS CLASS A NOTE (OR ANY INTEREST HEREIN) THAT EITHER (A) IT IS NOT ACQUIRING THIS CLASS A NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (EACH OF THE FOREGOING, A “BENEFIT PLAN”) OR A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN THAT IS SUBJECT TO STATE, LOCAL OR OTHER LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B)(1) THE CLASS A NOTES ARE RATED AT LEAST “BBB-” OR ITS EQUIVALENT BY A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION AT THE TIME OF PURCHASE OR TRANSFER AND (2) THE

A-1-1

ACQUISITION, HOLDING AND DISPOSITION OF THIS CLASS A NOTE (OR ANY INTEREST HEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW. NO CLASS A NOTE HOLDER WILL BE PERMITTED TO TRANSFER THIS CLASS A NOTE TO ANY PERSON OR ENTITY, UNLESS SUCH PERSON OR ENTITY CAN ITSELF TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS AND COVENANTS AS PRESENTED IN THIS PARAGRAPH.

	INITIAL PRINCIPAL AMOUNT
REGISTERED	$[__________]1
No. R-1	CUSIP NO. [______]

BREAD FINANCIAL CARD ISSUANCE TRUST

CLASS A SERIES [__]-[__] [FLOATING][FIXED] RATE ASSET BACKED NOTE

Bread Financial Card Issuance Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed by the Amended and Restated Trust Agreement, dated as of June 11, 2026, for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of $[____] payable on the [_____] Distribution Date (the “Expected Final Distribution Date”) in accordance with the Indenture, except as otherwise provided below; provided, however, that the principal amount of this Note shall be due and payable on the [_____] Distribution Date (the “Legal Maturity Date”) in accordance with the Indenture. The Issuer will pay interest on the unpaid principal amount of this Note at the Class A Note Interest Rate on each Distribution Date until the principal amount of this Note is paid in full. Interest on this Note will accrue for each Distribution Date from and including the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, for the initial Distribution Date, from and including the Closing Date to but excluding such Distribution Date. Interest will be computed on the basis of a 360-day year [consisting of the actual number of days in the applicable Interest Period] [consisting of twelve (12) 30 day months]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal balance of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the

¹ [Denominations of $[100,000][1,000] and increments of $[1,000][1] in excess thereof.]

A-1-2

Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any purpose.

A-1-3

IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly executed.

BREAD FINANCIAL CARD ISSUANCE TRUST, as Issuer
By:	BNY MELLON TRUST OF
	DELAWARE, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
By:
	Name:
	Title:

Dated: [_____], 20[__]

A-1-4

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class A Notes described in the within-mentioned Indenture.

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
By:
	Authorized Signatory

Dated: [_____], 20[__]

A-1-5

BREAD FINANCIAL CARD ISSUANCE TRUST

CLASS A SERIES [__]-[__] [FLOATING][FIXED] RATE ASSET BACKED NOTE

[Reverse of Class A Note]

This Class A Note is one of a duly authorized issue of the Notes of the Issuer, designated as its Bread Financial Card Issuance Trust, Series [__]-[__] (the “Series [__]-[__] Notes”), issued under an Indenture, dated as of June 11, 2026 (the “Indenture”), by and among the Issuer, U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture Trustee under the Indenture), and U.S. Bank National Association, as securities intermediary (the “Securities Intermediary”), as supplemented by the Series [__]-[__] Indenture Supplement, dated as of [_____], 20[__] (the “Indenture Supplement”), and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

The Series [__]-[__] Notes also include the Class B Notes issued under the Indenture simultaneously with the Class A Notes.

The Noteholder, by its acceptance of this Note, agrees that it will look solely to the property of the Trust allocated to the payment of this Note in accordance with the Indenture for payment hereunder and that the Indenture Trustee is not liable to the Noteholders for any amount payable under this Note or the Indenture or, except as expressly provided in the Indenture, subject to any liability under the Indenture.

This Note does not purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.

The Expected Final Distribution Date is the [_____] Distribution Date, but principal with respect to the Class A Notes may be paid earlier or later under certain circumstances described in the Indenture. If for one or more months during the Controlled Accumulation Period there are not sufficient funds to deposit the Controlled Deposit Amount into the Principal Funding Account, then to the extent that excess funds are not available on subsequent Distribution Dates with respect to the Controlled Accumulation Period to make up for such shortfalls, the final payment of principal of the Notes will occur later than the Expected Final Distribution Date. Payments of principal of the Notes shall be payable in accordance with the provisions of the Indenture.

Subject to the terms and conditions of the Indenture, the Transferor may, from time to time, direct the Owner Trustee, on behalf of the Trust, to issue one or more new Series of notes or additional notes of any Series.

A-1-6

On each Distribution Date, the Paying Agent shall distribute to each Class A Noteholder of record on the related Record Date (except for the final distribution in respect of this Class A Note) such Class A Noteholder’s pro rata share of the amounts maintained by the Paying Agent that are allocated and available on such Distribution Date to pay interest and principal on the Class A Notes pursuant to the Indenture Supplement. Except as provided in the Indenture with respect to a final distribution, distributions to Series [__]-[__] Noteholders shall be made (i) by check mailed to each Series [__]-[__] Noteholder (at such Noteholder’s address as it appears in the Note Register), except that with respect to any Series [__]-[__] Notes registered in the name of the nominee of a clearing agency, such distribution shall be made in immediately available funds and with respect to the Class B Notes if the Noteholder has provided written wire transfer instructions to the Indenture Trustee as provided in the Indenture, then such distribution shall be made in immediately available funds and (ii) without presentation or surrender of any Series [__]-[__] Note or the making of any notation thereon. Final payment of this Class A Note will be made only upon presentation and surrender of this Class A Note at the office or agency specified in the notice of final distribution delivered by the Indenture Trustee to the Series [__]-[__] Noteholders in accordance with the Indenture.

On any day occurring on or after the date on which the Outstanding Principal Amount of the Series [__]-[__] Notes is reduced to less than 10% of its highest Outstanding Principal Amount at any time, the Trust shall have the right, but not the obligation to, redeem the Series [__]-[__] Notes at a redemption price equal to 100% of the Outstanding Principal Amount of the Series [__]-[__] Notes, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Notes to but excluding the date of redemption; provided, however, that in no event shall an optional redemption occur if 25% or more of the Initial Principal Amount of the Series [__]-[__] Notes is still outstanding.

This Class A Note does not represent an obligation of, or an interest in, the Transferor, Comenity Capital Bank, or any affiliate of any of them and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

Each Noteholder, by accepting a Note, hereby covenants and agrees that it will not at any time institute against the Issuer or the Transferor, or join in instituting against the Issuer or the Transferor, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law.

Except as otherwise provided in the Indenture Supplement, the Class A Notes are issuable only in minimum denominations of $[100,000][1,000] and $[1,000][1] increments in excess thereof. The transfer of this Class A Note shall be registered in the Note Register upon surrender of this Class A Note for registration of transfer at the office or agency of the Issuer in a place of payment, accompanied by a written instrument of transfer, in a form satisfactory to the Issuer and the Note Registrar, duly executed by the Class A Noteholder or such Class A Noteholder’s attorney, and duly authorized in writing with such signature guaranteed, and thereupon one or more new Class A Notes in any authorized denominations of like aggregate Stated Principal Amount, Expected Final Distribution Date and Legal Maturity Date and of like terms will be issued to the designated transferee or transferees.

A-1-7

As provided in the Indenture and subject to certain limitations therein set forth, Class A Notes are exchangeable for new Class A Notes in any authorized denominations and of like aggregate Stated Principal Amount, Expected Final Distribution Date and Legal Maturity Date and of like terms upon surrender of such Notes to be exchanged at the office or agency of the Issuer in a place of payment. No service charge may be imposed for any such exchange but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor or the Indenture Trustee shall treat the person in whose name this Class A Note is registered as the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the Issuer, the Transferor or the Indenture Trustee shall be affected by notice to the contrary.

THIS CLASS A NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, 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.

ASSIGNMENT

Social Security or other identifying number of assignee ______________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________

(name and address of assignee)

the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ________________, attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises.

Dated: ______________________

Signature Guaranteed:

A-1-8

EXHIBIT A-2

FORM OF

CLASS B SERIES [__]-[__] [FIXED][FLOATING] RATE ASSET BACKED NOTE

THIS CLASS B NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS CLASS B NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS CLASS B NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.

THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME AT ANY TIME DURING WHICH THE CLASS B NOTES ARE DEEMED TO BE ISSUED AND OUTSTANDING FOR SUCH PURPOSES.

BY ITS ACQUISITION OF THIS CLASS B NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND ITS FIDUCIARY, IF APPLICABLE) SHALL BE DEEMED TO REPRESENT, WARRANT AND COVENANT ON THE DATE OF ACQUISITION OF THIS CLASS B NOTE (OR ANY INTEREST HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING THIS CLASS B NOTE (OR ANY INTEREST HEREIN) THAT EITHER (A) IT IS NOT ACQUIRING THIS CLASS B NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (EACH OF THE FOREGOING, A “BENEFIT PLAN”) OR A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN THAT IS SUBJECT TO STATE, LOCAL OR OTHER LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B)(1) THE CLASS B NOTES ARE RATED AT LEAST “BBB-” OR ITS EQUIVALENT BY A NATIONALLY RECOGNIZED

A-2-1

STATISTICAL RATING ORGANIZATION AT THE TIME OF PURCHASE OR TRANSFER AND (2) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CLASS B NOTE (OR ANY INTEREST HEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW. NO CLASS B NOTE HOLDER WILL BE PERMITTED TO TRANSFER THIS CLASS B NOTE TO ANY PERSON OR ENTITY, UNLESS SUCH PERSON OR ENTITY CAN ITSELF TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS AND COVENANTS AS PRESENTED IN THIS PARAGRAPH.

A-2-2

	INITIAL PRINCIPAL AMOUNT
REGISTERED No. R-1	$[____]

BREAD FINANCIAL CARD ISSUANCE TRUST

CLASS B SERIES [__]-[__] [FLOATING][FIXED] RATE ASSET BACKED NOTE

Bread Financial Card Issuance Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed by the Amended and Restated Trust Agreement, dated as of June 11, 2026, for value received, hereby promises to pay to Bread Financial Funding, LLC, subject to the following provisions, the principal sum of $[____] payable on the [_____] Distribution Date (the “Expected Final Distribution Date”) in accordance with the Indenture, except as otherwise provided below; provided, however, that the amount of this Note shall be due and payable on the [____] Distribution Date (the “Legal Maturity Date”) in accordance with the Indenture. The Issuer will pay interest on the unpaid principal amount of this Note at the Class B Note Interest Rate on each Distribution Date until the principal amount of this Note is paid in full. Interest on this Note will accrue for each Distribution Date from and including the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, for the initial Distribution Date, from and including the Closing Date to but excluding such Distribution Date. Interest will be computed on the basis of a 360-day year [consisting of the actual number of days in the applicable Interest Period][consisting of twelve (12) 30 day months]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal balance of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any purpose.

THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.

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IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly executed.

BREAD FINANCIAL CARD ISSUANCE TRUST,
as Issuer
By:	BNY MELLON TRUST OF DELAWARE,
	not in its individual capacity but solely as Owner Trustee under the Trust Agreement
By:
	Name:
	Title:

Dated: [_____], 20[__]

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INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class B Notes described in the within-mentioned Indenture.

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
By:
	Authorized Signatory

Dated [_____], 20[__]

A-2-5

BREAD FINANCIAL CARD ISSUANCE TRUST

CLASS B SERIES [__]-[__] [FLOATING][FIXED] RATE ASSET BACKED NOTE

[Reverse of Class B Note]

This Class B Note is one of a duly authorized issue of the Notes of the Issuer, designated as its Bread Financial Card Issuance Trust, Series [__]-[__] (the “Series [__]-[__] Notes”), issued under the Indenture, dated as of June 11, 2026 (the “Indenture”), by and among the Issuer, U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture Trustee under the Indenture), and U.S. Bank National Association, as securities intermediary (the “Securities Intermediary”), as supplemented by the Series [__]-[__] Indenture Supplement dated as of [_____], 20[__] (the “Indenture Supplement”), and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

The Series [__]-[__] Notes also include the Class A Notes issued under the Indenture simultaneously with the Class B Notes. The Class B Notes are subordinate to the Class A Notes.

The Noteholder, by its acceptance of this Note, agrees that it will look solely to the property of the Trust allocated to the payment of this Note in accordance with the Indenture for payment hereunder and that the Indenture Trustee is not liable to the Noteholders for any amount payable under the Note or the Indenture or, except as expressly provided in the Indenture, subject to any liability under the Indenture.

This Note does not purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.

The Expected Final Distribution Date is the [_____] Distribution Date, but principal with respect to the Class B Notes may be paid earlier or later under certain circumstances described in the Indenture. If for one or more months during the Controlled Accumulation Period there are not sufficient funds to deposit the Controlled Deposit Amount into the Principal Funding Account, then to the extent that excess funds are not available on subsequent Distribution Dates with respect to the Controlled Accumulation Period to make up for such shortfalls, the final payment of principal of the Notes will occur later than the Expected Final Distribution Date. Payments of principal of the Notes shall be payable in accordance with the provisions of the Indenture.

Subject to the terms and conditions of the Indenture, the Transferor may, from time to time, direct the Owner Trustee, on behalf of the Trust, to issue one or more new Series of notes or additional notes of any Series.

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On each Distribution Date, the Paying Agent shall distribute to each Class B Noteholder of record on the related Record Date (except for the final distribution in respect of this Class B Note) such Class B Noteholder’s pro rata share of the amounts maintained by the Paying Agent that are allocated and available on such Distribution Date to pay interest and principal on the Class B Notes pursuant to the Indenture Supplement. Except as provided in the Indenture with respect to a final distribution, distributions to Series [__]-[__] Noteholders shall be made by (i) check mailed to each Series [__]-[__] Noteholder (at such Noteholder’s address as it appears in the Note Register), except that with respect to any Series [__]-[__] Notes registered in the name of the nominee of a clearing agency, such distribution shall be made in immediately available funds and with respect to the Class B Notes if the Noteholder has provided written wire transfer instructions to the Indenture Trustee as provided in the Indenture, then such distribution shall be made in immediately available funds to the Class B Noteholder and (ii) without presentation or surrender of any Series [__]-[__] Note or the making of any notation thereon. Final payment of this Class B Note will be made only upon presentation and surrender of this Class B Note at the office or agency specified in the notice of final distribution delivered by the Indenture Trustee to the Series [__]-[__] Noteholders in accordance with the Indenture.

On any day occurring on or after the date on which the Outstanding Principal Amount of the Series [__]-[__] Notes is reduced to less than 10% of its highest Outstanding Principal Amount at any time, the Trust shall have the right, but not the obligation to, redeem the Series [__]-[__] Notes at a redemption price equal to 100% of the Outstanding Principal Amount of the Series [__]-[__] Notes, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Notes to but excluding the date of redemption; provided, however, that in no event shall an optional redemption occur if 25% or more of the Initial Principal Amount of the Series [__]-[__] Notes is still outstanding.

This Class B Note does not represent an obligation of, or an interest in, the Transferor, Comenity Capital Bank or any affiliate of any of them and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

Each Noteholder, by accepting a Note, hereby covenants and agrees that it will not at any time institute against the Issuer or the Transferor, or join in instituting against the Issuer or the Transferor, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law.

Except as otherwise provided in the Indenture Supplement, the Class B Notes are issuable only in minimum denominations of $[100,000][1,000] and $[1,000][1] increments in excess thereof. The transfer of this Class B Note shall be registered in the Note Register upon surrender of this Class B Note for registration of transfer at the office or agency of the Issuer in a place of payment, accompanied by a written instrument of transfer, in a form satisfactory to the Issuer and the Note Registrar, duly executed by the Class B Noteholder or such Class B Noteholder’s attorney, and duly authorized in writing with such signature guaranteed, and thereupon one or more new Class B Notes in any authorized denominations of like aggregate Stated Principal Amount, Expected Final Distribution Date and Legal Maturity Date and of like terms will be issued to the designated transferee or transferees.

A-2-7

As provided in the Indenture and subject to certain limitations therein set forth, Class B Notes are exchangeable for new Class B Notes in any authorized denominations and of like aggregate Stated Principal Amount, Expected Final Distribution Date and Legal Maturity Date and of like terms upon surrender of such Notes to be exchanged at the office or agency of the Issuer in a place of payment. No service charge may be imposed for any such exchange but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor or the Indenture Trustee shall treat the person in whose name this Class B Note is registered as the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the Issuer, the Transferor or the Indenture Trustee shall be affected by notice to the contrary.

THIS CLASS B NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, 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.

A-2-8

ASSIGNMENT

Social Security or other identifying number of assignee ______________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________

(name and address of assignee)

the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________, attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises.

Dated: _________________________ ___________________________

Signature Guaranteed:

A-2-9

EXHIBIT B-1

FORM OF MONTHLY NOTEHOLDERS’ STATEMENT

BREAD FINANCIAL CARD ISSUANCE TRUST

SERIES [__]-[__]

MONTHLY PERIOD ENDING [___] 20[___]

Pursuant to (i) the Indenture, dated as of June 11, 2026 (the “Indenture”), by and among Bread Financial Card Issuance Trust, as issuer (the “Issuer”), U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”), and U.S. Bank National Association, as securities intermediary (the “Securities Intermediary”), as supplemented by the Indenture Supplement, dated as of [_____], 20[__] (the “Indenture Supplement”), by and among the Issuer, the Indenture Trustee and the Securities Intermediary, and (ii) the Servicing Agreement, dated as of June 11, 2026 (the “Servicing Agreement”), by and among Bread Financial Funding, LLC, as transferor (the “Transferor”), Comenity Capital Bank, as servicer (in such capacity, the “Servicer”) and administrator, the Issuer and the Indenture Trustee, the Servicer is required to prepare certain information each month regarding current payments to the Series [__]-[__] Noteholders and the performance of the Issuer during the previous monthly period. The information prepared with respect to the Distribution Date of [___], 20[__] is set forth below. Certain terms used in this Monthly Noteholders’ Statement have their respective meanings set forth in the Indenture, the Indenture Supplement and the Servicing Agreement.

A) Information regarding payments in respect of the Class A Notes
(1) The total amount of the payment in respect of the Class A Notes	$__________
(2) The amount of the payment set forth in line item (1) above in respect of Class A Monthly Interest	$__________
(3) The amount of the payment set forth in line item (1) above in respect of Class A Monthly Interest previously due but not distributed on a prior Distribution Date	$__________
(4) The amount of the payment set forth in line item (1) above in respect of Class A Additional Interest and the amount of Class A Additional Interest previously due but not distributed on a prior Distribution Date	$__________
(5) The amount of the payment set forth in line item (1) above in respect of principal of the Class A Notes	$__________
B) Information regarding payments in respect of the Class B Notes
(1) The total amount of the payment in respect of the Class B Notes	$__________
(2) The amount of the payment set forth in line item (1) above in respect of Class B Monthly Interest	$__________
(3) The amount of the payment set forth in line item (1) above in respect of Class B Monthly Interest previously due but not distributed on a prior Distribution Date	$__________

B-1-1

(4) The amount of the payment set forth in line item (1) above in respect of Class B Additional Interest and the amount of Class B Additional Interest previously due but not distributed on a prior Distribution Date	$__________
(5) The amount of the payment set forth in line item (1) above in respect of principal of the Class B Notes	$__________

COMENITY CAPITAL BANK, as Servicer
By:
	Name:
	Title:

B-1-2

FORM OF MONTHLY NOTEHOLDERS’ STATEMENT

BREAD FINANCIAL CARD ISSUANCE TRUST SERIES [__]-[__]

MONTHLY PERIOD ENDING [●] [●] 20[●]

Record date	[●] [●], 20[●]
Determination Date	[●] [●], 20[●]
Transfer Date	[●] [●], 20[●]
Distribution date	[●] [●], 20[●]
Monthly period beginning	[●] [●], 20[●]
Monthly period ending	[●] [●], 20[●]
Days in monthly period	[●]
Interest period beginning	[●] [●], 20[●]
Interest period ending	[●] [●], 20[●]
Days in interest period	[●]

I. TRUST-LEVEL PORTFOLIO INFORMATION
A. Aggregate Receivables and Collections
1. Principal Receivables — beginning of Monthly Period	$[●]
2. Finance Charge Receivables — beginning of Monthly Period	$[●]
3. Addition of Principal Receivables during the Monthly Period (excludes Automatic Additions)	$[●]
4. Addition of Finance Charge Receivables during the Monthly Period (excludes Automatic Additions)	$[●]
5. Removal of Principal Receivables during the Monthly Period	$[●]
6. Removal of Finance Charge Receivables during the Monthly Period	$[●]
7. Principal Receivables — end of Monthly Period	$[●]
8. Finance Charge Receivables — end of Monthly Period	$[●]
B. Trust Collections during the Monthly Period
1. Principal Collections	$[●]
2. Finance Charge Collections (including Interchange, Merchant Discount Fees, and Recoveries)	$[●]
3. Total Collections	$[●]
4. Interchange	$[●]
5. Merchant Discount Fees	$[●]
6. Recoveries recognized	$[●]

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C. Portfolio Performance Metrics
1. Total Payment Rate (Collections ÷ beginning Principal Receivables)	[●]%
2. Default Amount
3. Gross Loss Rate (annualized Default Amount ÷ beginning Principal Receivables)	[●]%
4. Net Loss Rate (annualized (Default Amount – Recoveries) ÷ beginning Principal Receivables)	[●]%
5. Required Seller’s Interest Amount	$[●]
6. Seller’s Interest Amount — end of Monthly Period	$[●]
7. Seller’s Interest percentage — end of Monthly Period	[●]%
8. Required Pool Balance — end of Monthly Period	$[●]
9. Pool Balance — end of Monthly Period	$[●]
10. Required Transferor Amount	$[●]
11. Transferor Amount — end of Monthly Period	$[●]

D. Delinquencies — end of Monthly Period
	Receivables	% of Receivables	Accounts	% of Accounts
1-29 days delinquent	$[●]	[●]%	$[●]	[●]%
30–59 days delinquent	$[●]	[●]%	$[●]	[●]%
60–89 days delinquent	$[●]	[●]%	$[●]	[●]%
90–119 days delinquent	$[●]	[●]%	$[●]	[●]%
120–149 days delinquent	$[●]	[●]%	$[●]	[●]%
150-179 days delinquent	$[●]	[●]%	$[●]	[●]%
180+ days delinquent	$[●]	[●]%	$[●]	[●]%
E. Delinquency Trigger
1. 60-Day Delinquent Receivables (60 or more days delinquent; basis for the Delinquency Percentage)			$[●]
2. Delinquency Percentage			[●]%
3. Maximum Delinquency Percentage (lowest applicable threshold across outstanding Series)			[●]%
4. Delinquency Trigger occurred this Monthly Period?			[Yes / No]

II. SERIES [__]-[__] — ALLOCATION METRICS AND CREDIT SUPPORT
A. Series Information
1. Series Name	[__]-[__]
2. Expected Final Distribution Date	[●]
3. Legal Maturity Date	[●]
4. Scheduled commencement of Controlled Accumulation Period	[●]
5. Controlled Accumulation Period Length	[●] months

B-1-4

6. Series [__]-[__] Stated Principal Amount — current Distribution Date	$[●]
7. Outstanding Principal Amount — current Distribution Date	$[●]
8. Current period status	[Revolving / Controlled Accumulation / Early Amortization]
9. [Current period Benchmark]	[●]
B. Series Allocation Amount Roll-Forward
1. Series Allocation Amount — beginning of Monthly Period	$[●]
2. Plus: increases in Series [__]-[__] Stated Principal Amount from issuance of additional Series [__]-[__] Notes	$[●]
3. Plus: Reimbursement of Investor Charge-Offs (Section 4.04(e))	$[●]
4. Plus: Reimbursement of Reallocated Principal Collections (Section 4.04(e))	$[●]
5. Less: Series [__]-[__] Monthly Principal deposited to Principal Funding Account / paid (Section 4.05)	$([●])
6. Less: Investor Charge-Offs (Section 4.07)	$([●])
7. Less: Reallocated Principal Collections (Section 4.08)	$([●])
8. Series Allocation Amount — end of Monthly Period	$[●]
C. Allocation Percentages
1. Series [__]-[__] Floating Allocation Percentage (average of daily values for the Monthly Period)	[●]%
2. Series [__]-[__] Principal Allocation Percentage (average of daily values for the Monthly Period)	[●]%
3. Series [__]-[__] Monthly Allocation Percentage (average of daily values for the Monthly Period)	[●]%

Class Details	Margin	Total Interest  Rate	Stated Principal Amount
Class A	[●]%	[●]%	$[●]
Class B	[●]%	[●]%	$[●]

E. Credit Support and Series Accounts
Principal Funding Account
1. Principal Funding Account — ending balance on prior Distribution Date	$[●]
2. Deposits to be made on the Distribution Date (Sections 4.05(b)(i) and 4.06)	$[●]
3. Principal Funding Account Investment Proceeds (Section 4.06)	$[●]

B-1-5

4. Withdrawals related to the Monthly Period (Sections 4.05(c) and 4.06)	$([●])
5. Principal Funding Account — ending balance on current Distribution Date	$[●]
Accumulation Reserve Account
1. Accumulation Reserve Account — ending balance on prior Distribution Date	$[●]
2. Deposits to the Accumulation Reserve Account (Section 4.04(f))	$[●]
3. Withdrawals from the Accumulation Reserve Account (Section 4.11(d))	$([●])
4. Accumulation Reserve Account Surplus released to the Transferor (Section 4.11(e))	$([●])
5. Accumulation Reserve Account — ending balance on current Distribution Date	$[●]
6. Required Accumulation Reserve Account Amount	$[●]
7. Available Accumulation Reserve Account Amount	$[●]
8. Covered Amount	$[●]
Excess Funding Account
1. Excess Funding Account — ending balance as of end of Monthly Period	$[●]
III. SERIES [__]-[__] — FINANCE CHARGE COLLECTIONS AND APPLICATION (SECTION 4.04)
A. Series [__]-[__] Available Finance Charge Collections
1. Series [__]-[__] Finance Charge Collections	$[●]
2. Plus: Principal Funding Account Investment Proceeds (Section 4.06)	$[●]
3. Plus: amounts withdrawn from the Accumulation Reserve Account treated as Available Finance Charge Collections (Section 4.11)	$[●]
4. Series [__]-[__] Available Finance Charge Collections	$[●]
B. Application of Series [__]-[__] Available Finance Charge Collections (Section 4.04)
(a) Class A Monthly Interest (current and previously due) and Class A Additional Interest (current and previously due)	$[●]
(b) Series [__]-[__] Servicing Fee (current and previously due)	$[●]
(c) Class B Monthly Interest (current and previously due) and Class B Additional Interest (current and previously due)	$[●]
(d) Series [__]-[__] Default Amount (treated as Series [__]-[__] Available Principal Collections)	$[●]
(e) Reimbursement of unreimbursed Investor Charge-Offs and Reallocated Principal Collections (treated as Series [__]-[__] Available Principal Collections)	$[●]

B-1-6

(f) Deposit to Accumulation Reserve Account during the Accumulation Reserve Account Funding Period	$[●]
(g) Upon an Event of Default and acceleration, balance up to the Outstanding Principal Amount treated as Series [__]-[__] Available Principal Collections	$[●]
(h) Shared Excess Available Finance Charge Collections available for allocation to other Series in Group [ ] (Section 4.09)	$[●]
(i) amounts due under any other obligations of the Issuer under the Transaction Documents	$[●]
(ii) the balance to the holder of the Transferor Interest	$[●]
C. Application of Shared Excess Available Finance Charge Collections Allocated to Series [__]-[__] (Section 4.09)
1. Shared Excess Available Finance Charge Collections allocated to Series [__]-[__]	$[●]
2. Series [__]-[__] Available Finance Charge Collections Shortfall	$[●]
3. Applied to Class A Monthly Interest, Class A Additional Interest and any past due amounts	$[●]
4. Applied to Series [__]-[__] Servicing Fee (current and previously due)	$[●]
5. Applied to Class B Monthly Interest, Class B Additional Interest and any past due amounts	$[●]
6. Applied to Series [__]-[__] Default Amount treated as Series [__]-[__] Available Principal Collections	$[●]
7. Applied to reimbursement of Investor Charge-Offs and Reallocated Principal Collections	$[●]
8. Applied to Accumulation Reserve Account	$[●]
IV. SERIES [__]-[__] — PRINCIPAL COLLECTIONS AND APPLICATION (SECTION 4.05)
A. Series [__]-[__] Available Principal Collections
1. Series [__]-[__] Principal Collections	$[●]
2. Less: Reallocated Principal Collections (Section 4.08)	$([●])
3. Plus: Series [__]-[__] Available Finance Charge Collections treated as Series [__]-[__] Available Principal Collections (items III.B(d), (e) and (g))	$[●]
4. Series [__]-[__] Available Principal Collections	$[●]
5. Less: Principal Collections released (Section 4.01(i))	$([●])
6. Series [__]-[__] Monthly Principal	$[●]
7. Controlled Deposit Amount (Controlled Accumulation Period)	$[●]
B. Application of Series [__]-[__] Available Principal Collections (report applicable period only)
Revolving Period (Section 4.05(a))

B-1-7

1. Treated as Shared Excess Available Principal Collections (Group [ ])	$[●]
Controlled Accumulation Period (Section 4.05(b)(i))
1. Deposit to Principal Funding Account (Series [__]-[__] Monthly Principal)	$[●]
2. Shared Excess Available Principal Collections available for allocation to other Series in Group [ ]	$[●]
Early Amortization Period (Section 4.05(b)(ii)–(iii))
1. Paid to Class A Noteholders	$[●]
2. Paid to Class B Noteholders	$[●]
3. Shared Excess Available Principal Collections available for allocation to other Series in Group [ ]	$[●]
Report only the period applicable to the related Distribution Date.
C. Application of Shared Excess Available Principal Collections Allocated to Series [__]-[__] (Section 4.10)
1. Shared Excess Available Principal Collections allocated to Series [__]-[__]	$[●]
2. Series [__]-[__] Available Principal Collections Shortfall	$[●]
3. During the Controlled Accumulation Period, deposited to Principal Funding Account	$[●]
4. During the Early Amortization Period, paid to Class A Noteholders	$[●]
5. During the Early Amortization Period, paid to Class B Noteholders	$[●]
D. Note Principal Status
1. Class A Outstanding Principal Amount — current Distribution Date	$[●]
2. Class A Adjusted Outstanding Principal Amount —current Distribution Date	$[●]
3. Class B Outstanding Principal Amount —current Distribution Date	$[●]
4. Class B Adjusted Outstanding Principal Amount —current Distribution Date	$[●]
V. SERIES [__]-[__] — SHARED EXCESS (GROUP [ ])
Finance Charge Collections (Section 4.09)
1. Shared Excess Available Finance Charge Collections contributed by Series [__]-[__] to other Group [ ] Series	$[●]
2. Shared Excess Available Finance Charge Collections applied to Series [__]-[__] from other Group [ ] Series	$[●]
Principal Collections (Section 4.10)
1. Shared Excess Available Principal Collections contributed by Series [__]-[__] to other Group [ ] Series	$[●]

B-1-8

2. Shared Excess Available Principal Collections applied to Series [__]-[__] from other Group [ ] Series	$[●]
VI. SERIES [__]-[__] — PERFORMANCE DATA AND TRIGGER REPORTING
A. Portfolio Yield, Base Rate, and Excess Spread
1. Series [__]-[__] Portfolio Yield — current Monthly Period	[●]%
2. Series [__]-[__] Portfolio Yield — prior Monthly Period	[●]%
3. Series [__]-[__] Portfolio Yield — second prior Monthly Period	[●]%
4. Base Rate — current Distribution Date	[●]%
5. Base Rate — prior Distribution Date	[●]%
6. Base Rate — second prior Distribution Date	[●]%
7. Excess Spread Percentage — current Monthly Period	[●]%
8. Excess Spread Percentage — prior Monthly Period	[●]%
9. Excess Spread Percentage — second prior Monthly Period	[●]%
10. Quarterly Excess Spread Percentage (3-month rolling average)	[●]%
11. Required Quarterly Excess Spread Percentage	[●]%
12. Is the Quarterly Excess Spread Percentage greater than or equal to the Required Quarterly Excess Spread Percentage?	[Yes / No]
B. Period Status and Events
1. Current Period status	[Revolving / Controlled Accumulation / Early Amortization]
2. Early Amortization Event outstanding?	[Yes / No]
3. If Yes — brief description	[●]
4. Event of Default outstanding (Article XII of the Indenture)?	[Yes / No]

B-1-9

To the knowledge of the undersigned, no Early Amortization Event has occurred.

Capitalized terms used in this Monthly Noteholders’ Statement have their respective meanings set forth in the Indenture, the Indenture Supplement and the Servicing Agreement.

COMENITY CAPITAL BANK, as Servicer
By:
	Name:
	Title:

B-1-10

EXHIBIT B-2 

FORM OF MONTHLY PAYMENT INSTRUCTION

BREAD FINANCIAL CARD ISSUANCE TRUST

SERIES [__]-[__]

Determination Date:	[●] [●], 20[●]
Transfer Date:	[●] [●], 20[●]
Distribution Date:	[●] [●], 20[●]

Comenity Capital Bank (the “Bank”), as servicer (in such capacity, the “Servicer”) pursuant to (i) the Servicing Agreement, dated as of June 11, 2026 (the “Servicing Agreement”), among Bread Financial Funding, LLC, as transferor (the “Transferor”), the Servicer, the Bank, as administrator, Bread Financial Card Issuance Trust, as issuer (the “Issuer”), and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”), and (ii) the Indenture, dated as of June 11, 2026, (the “Indenture”), by and among the Issuer, the Indenture Trustee, and U.S. Bank National Association, as securities intermediary (the “Securities Intermediary”), as supplemented by the Indenture Supplement, dated as of [_____], 20[__] (the “Indenture Supplement”), by and among the Issuer, the Indenture Trustee and the Securities Intermediary, does hereby instruct the Indenture Trustee to pay, in accordance with the Indenture Supplement, as follows:

TRANSFERS AMONG SERIES ACCOUNTS
1. Amount to be withdrawn from the Collection Account and transferred to the Principal Funding Account	$[●]
2. Amount to be withdrawn from the Principal Funding Account and transferred to the Distribution Account	$[●]
3. Amount to be withdrawn from the Principal Funding Account and transferred to the Collection Account	$[●]
4. Amount to be withdrawn from the Collection Account and transferred to the Accumulation Reserve Account	$[●]
5. Amount to be withdrawn from the Accumulation Reserve Account and transferred to the Collection Account	$[●]
[6. Excess Funding Account — deposits / (withdrawals), if applicable]	$[●]
INTEREST PAYMENTS (from the Distribution Account)
1. Amount to be distributed to the Class A Noteholders	$[●]
2. Amount to be distributed to the Class B Noteholders	$[●]
PRINCIPAL PAYMENTS (from the Principal Funding Account and the Distribution Account)
1. Amount to be distributed to the Class A Noteholders	$[●]

B-2-1

2. Amount to be distributed to the Class B Noteholders $[●]

Capitalized terms used in this notice have their respective meanings set forth in the Indenture and the Indenture Supplement.

B-2-2

IN WITNESS WHEREOF, the undersigned has duly executed this instruction this [●] day of [●], 20[●].

COMENITY CAPITAL BANK, as Servicer
By:
	Name:
	Title:

B-2-3

EXHIBIT B-3

FORM OF ANNUAL PAYMENT INFORMATION

BREAD FINANCIAL CARD ISSUANCE TRUST

SERIES [__]-[__]

FOR THE YEAR ENDED DECEMBER 31, 20[●]

The undersigned, a duly authorized representative of Comenity Capital Bank (the “Bank”), as servicer (in such capacity, the “Servicer”) pursuant to (i) the Servicing Agreement, dated as of June 11, 2026 (the “Servicing Agreement”), by and among Bread Financial Funding, LLC, as transferor (the “Transferor”), the Servicer, the Bank, as administrator, Bread Financial Card Issuance Trust, as issuer (the “Issuer”), and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”), and (ii) the Indenture, dated as of June 11, 2026, (the “Indenture”), by and among the Issuer, the Indenture Trustee and U.S. Bank National Association, as the securities intermediary (the “Securities Intermediary”), as supplemented by the Series [__]-[__] Indenture Supplement, dated as of [_____], 20[__] (the “Indenture Supplement”), by and among the Issuer, the Indenture Trustee and the Securities Intermediary, does hereby certify as follows:

Capitalized terms used in this statement have their respective meanings set forth in the Indenture, the Indenture Supplement and the Servicing Agreement.

Pursuant to Section 7.03 of the Indenture Supplement, the Servicer instructed the Indenture Trustee to pay in accordance with Section 7.03 from amounts in the Collection Account and allocated to Series [__]-[__] or the Principal Funding Account, as applicable, the following aggregate amounts during the year ended December 31, 20[●]:

A)	Pursuant to Section 7.03(a):
	Interest distributed to Class A Noteholders	$________
B)	Pursuant to Section 7.03(b):
	On each Distribution Date with respect to the Early Amortization Period and on the Expected Final Distribution Date principal distributed to the Class A Noteholders	$________
C)	Pursuant to Section 7.03(c):
	Interest distributed to Class B Noteholders	$________
D)	Pursuant to Section 7.03(d):

B-3-1

On each Distribution Date with respect to the Early Amortization Period and on the Expected Final Distribution Date principal distributed to the Class B Noteholders $________

B-3-2

IN WITNESS WHEREOF, the undersigned has duly executed this statement this [●] day of [●], 20[●].

COMENITY CAPITAL BANK, as Servicer
By:
	Name:
	Title:

B-3-3

EXHIBIT C

FORM OF MONTHLY SERVICER’S CERTIFICATE

COMENITY CAPITAL BANK

BREAD FINANCIAL CARD ISSUANCE TRUST

SERIES [__]-[__]

The undersigned, a duly authorized representative of Comenity Capital Bank (the “Bank”), as servicer (in such capacity, the “Servicer”), pursuant to the Servicing Agreement, dated as of June 11, 2026 (the “Agreement”), among Bread Financial Funding, LLC, as transferor, the Servicer, the Bank, as administrator, Bread Financial Card Issuance Trust (the “Trust”), as issuer, and U.S. Bank Trust Company, National Association, as indenture trustee (in such capacity, the “Indenture Trustee”), does hereby certify that:

1. Capitalized terms used in this Monthly Servicer’s Certificate (this “Certificate”) have their respective meanings set forth in the Agreement or the Indenture, dated as of June 11, 2026 (the “Master Indenture”), by and among the Trust, the Indenture Trustee and U.S. Bank National Association, as securities intermediary (the “Securities Intermediary”), as supplemented by the Series [__]-[__] Indenture Supplement, dated as of [_____], 20[__], by and among the Trust, the Indenture Trustee and the Securities Intermediary (the “Indenture Supplement” and together with the Master Indenture, the “Indenture”), as applicable.

2. The Bank is, as of the date hereof, the Servicer under the Agreement.

3. The undersigned is an Authorized Officer of the Servicer who is duly authorized pursuant to the Agreement to execute and deliver this Certificate to the Indenture Trustee.

4. This Certificate relates to the Distribution Date occurring on [___________, 20___].

5. As of the date hereof, to the best knowledge of the undersigned, the Servicer has performed in all material respects its obligations under the Agreement and the Indenture through the Monthly Period preceding such Distribution Date and no material default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 6 below.

6. The following is a description of each material default in the performance of the Servicer’s obligations under the provisions of the Agreement known to me to have been made by the Servicer through the Monthly Period preceding such Distribution Date, which sets forth in detail (i) the nature of each such default, (ii) the action taken by the Servicer, if any, to remedy each such default and (iii) the current status of each such default:[If applicable, insert “None.”]

C-1

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this [●] day of [●], [●].

COMENITY CAPITAL BANK, as Servicer
By:
	Name:
	Title:

C-2

EX-4.5

Exhibit 4.5

Execution Version

BREAD FINANCIAL FUNDING, LLC,

Transferor

COMENITY CAPITAL BANK,

Servicer and Administrator

BREAD FINANCIAL CARD ISSUANCE TRUST,

Issuer

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

Indenture Trustee

SERVICING AGREEMENT

Dated as of June 11, 2026

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01.	Definitions		1
Section 1.02.	Other Definitional Provisions		26
ARTICLE II
DEPOSIT OF COLLECTIONS, ALLOCATIONS AND PAYMENTS
Section 2.01.	Deposit of Collections; Direction to Indenture Trustee		28
Section 2.02.	Payment of the Servicing Fee		28
Section 2.03.	Adjustments for Miscellaneous Credits and Fraudulent Charges		29
Section 2.04.	Interchange and Merchant Discount Fees		29
ARTICLE III
SERVICING OF RECEIVABLES
Section 3.01.	Acceptance of Appointment and Other Matters Relating to the Servicer		30
Section 3.02.	Representations and Warranties of the Servicer		31
Section 3.03.	Reports and Records for the Trust, the Indenture Trustee and the Transferor		34
Section 3.04.	Annual Certificate of Servicer		35
Section 3.05.	Annual Servicing Report of Independent Public Accountants; Copies of Reports Available		35
Section 3.06.	Notices to the Transferor		35
Section 3.07.	Reserved		35
Section 3.08.	Reports to the Commission		35
Section 3.09.	Defaulted Receivables Assigned for Collection		36
Section 3.10.	Covenants of the Servicer		36
ARTICLE IV
ADMINISTRATION OF THE TRUST; DUTIES OF THE ADMINISTRATOR
Section 4.01.	Appointment of Administrator; Duties of Administrator		37
Section 4.02.	Records		42
Section 4.03.	Compensation		42

i

TABLE OF CONTENTS

(continued)

		Page
Section 4.04.	Additional Information to Be Furnished to Issuer and Indenture Trustee		42
Section 4.05.	Independence of Administrator		42
Section 4.06.	No Joint Venture		42
Section 4.07.	Other Activities of Administrator		42
Section 4.08.	Termination, Resignation and Removal of Administrator		43
Section 4.09.	Action Upon Termination, Resignation or Removal		44
Section 4.10.	Liability of the Administrator		44
Section 4.11.	Limitation on Liability of the Administrator and Others		44
ARTICLE V
OTHER MATTERS RELATING TO THE SERVICER
Section 5.01.	Liability of the Servicer		45
Section 5.02.	Merger or Consolidation of, or Assumption of the Obligations of, the Servicer		45
Section 5.03.	Limitation on Liability of the Servicer and Others		45
Section 5.04.	Servicer Indemnification of the Owner Trustee, the Indenture Trustee and the Trust		46
Section 5.05.	Resignation of the Servicer		47
Section 5.06.	Access to Certain Documentation and Information Regarding the Collateral		47
Section 5.07.	Delegation of Duties		47
Section 5.08.	Examination of Records		48
Section 5.09.	Notice of Breach of Representations and Warranties		48
ARTICLE VI
SERVICER DEFAULTS
Section 6.01.	Servicer Defaults		49
Section 6.02.	Indenture Trustee to Act as Successor Servicer; Appointment of Successor Servicer		51
Section 6.03.	Notification to Noteholders		52
Section 6.04.	Waiver of Past Defaults		52

ii

TABLE OF CONTENTS

(continued)

		Page
ARTICLE VII
TERMINATION
Section 7.01.	Termination of Agreement		54
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01.	Amendment		55
Section 8.02.	Protection of Right, Title and Interest in, to and under Trust Assets		56
Section 8.03.	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial		56
Section 8.04.	Notices		57
Section 8.05.	Severability of Provisions		58
Section 8.06.	Further Assurances		58
Section 8.07.	No Waiver; Cumulative Remedies		59
Section 8.08.	Counterparts; Electronic Signatures		59
Section 8.09.	Binding; Third-Party Beneficiaries		59
Section 8.10.	Actions by Noteholders		59
Section 8.11.	Rule 144A Information		59
Section 8.12.	Merger and Integration		60
Section 8.13.	Headings		60
Section 8.14.	Limitation of Liability		60
Section 8.15.	Non-petition Covenant		60
Section 8.16.	Force Majeure		60
Section 8.17.	FDIC Rule Compliance		61
ARTICLE IX
COMPLIANCE WITH REGULATION AB
Section 9.01.	Intent of the Parties; Reasonableness		62
Section 9.02.	Additional Representations and Warranties of the Servicer		62
Section 9.03.	Information to Be Provided by the Servicer		62
Section 9.04.	Report on Assessment of Compliance and Attestation		64
Section 9.05.	Use of Subservicers and Servicing Participants		65
Section 9.06.	Asset Representations Review Support		66

iii

TABLE OF CONTENTS

(continued)

		Page
EXHIBITS
Exhibit A	Form of Power of Attorney
Exhibit B	Form of Opinion of Counsel with Respect to Amendments
Exhibit C	Form of Annual Certification
Exhibit D	Servicing Criteria to be Addressed in Assessment of Compliance

iv

SERVICING AGREEMENT, dated as of June 11, 2026, by and among BREAD FINANCIAL FUNDING, LLC, a Delaware limited liability company, as transferor (the “Transferor”), COMENITY CAPITAL BANK, a Utah industrial bank, as servicer and as administrator (the “Servicer” and the “Administrator”), BREAD FINANCIAL CARD ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware, as issuer (the “Issuer” or the “Trust”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, in its capacity as indenture trustee (the “Indenture Trustee”).

In consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree that this Agreement, together with the other Transaction Documents (each capitalized term as hereinafter defined) will define the contractual obligations of the Transferor, the Servicer, the Administrator, the Issuer and the Indenture Trustee, including, but not limited to, representations and warranties, ongoing disclosure requirements and measures to avoid conflicts of interest, and hereby further agree as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“60-Day Delinquent Receivables” means, as of any date of determination, all Receivables, other than Defaulted Receivables and Receivables in Removed Accounts, that are sixty (60) or more days delinquent as of the last day of the Monthly Period immediately preceding such date, as determined in accordance with the Account Guidelines.

“Account” means (a) each Initial Account (but only from and after the Initial Transfer Date), (b) each Additional Account (but only from and after the Addition Date with respect thereto), (c) each Automatic Additional Account (but only from and after the Addition Date with respect thereto), (d) each Related Account, and (e) each Transferred Account. The term “Account” shall exclude (i) any Removed Account and (ii) any Account, all the Receivables of which are reassigned to the Transferor pursuant to Section 2.06 or Section 2.07 of the Transfer Agreement.

“Account Agreement” means, with respect to an Account, the agreement by and between the Seller or Account Originator (including the Seller or Bank as an assignee of any Other Originator) and any Person governing the terms and conditions of such Account, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

“Account Control Agreement” means the Securities Account Control Agreement, dated as of June 11, 2026, by and among the Trust, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Account Guidelines” means the established policies and procedures of the Seller (including, if applicable with respect to periods before transfer to the Seller or Bank, the applicable

Other Originator), (a) relating to the operation of its credit card business, which generally are applicable to its portfolio of similar accounts, including the policies and procedures for determining the creditworthiness of customers and the extension of charge privileges to customers, and (b) relating to the maintenance of accounts and collection of receivables, in each case as such policies and procedures may be amended, restated, supplemented or otherwise modified from time to time.

“Account Originator” means (a) the Bank and its successors and assigns, or (b) any other originator of Accounts that is designated from time to time pursuant to Section 2.11 of the Transfer Agreement (by written notice to the Issuer and the Indenture Trustee, subject to satisfaction of the Rating Agency Condition) or by amendment in accordance with Section 6.01 of the Transfer Agreement, and that, directly or indirectly, enters into a receivables purchase agreement with Transferor.

“Account Assignment” means a written assignment delivered by the Transferor to the Owner Trustee (on behalf of the Trust), the Indenture Trustee and the Servicer, pursuant to Section 2.01 or Section 2.11(d) of the Transfer Agreement, designating Initial Accounts or Additional Accounts and the Receivables arising therein for transfer to the Trust, which assignment sets forth, among other things, the applicable Cut-Off Date and the Initial Transfer Date or Addition Date, as applicable.

“Accumulation Period” means, with respect to any Series or Class of Notes, a period following the Revolving Period during which Principal Collections are accumulated in an account for the benefit of the Noteholders of such Series or Class, which shall be the controlled accumulation period, the early accumulation period or other accumulation period, in each case as defined with respect to such Series or Class in the related Indenture Supplement.

“Action” when used with respect to any Noteholder, means any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Indenture to be given or taken by Noteholders of any Series or Class.

“Addition Date” means, (a) with respect to Additional Accounts, the date specified as such in the related Account Assignment and (b) with respect to Automatic Additional Accounts, the Automatic Addition Date as determined pursuant to Section 2.11(a) of the Transfer Agreement.

“Additional Account” means each credit card account (a) established pursuant to an Account Agreement, (b) in any Approved Portfolio, and (c) designated by the Transferor by delivery of an Account Assignment pursuant to Section 2.11(b) (required additions to maintain minimum pool balances) or Section 2.11(c) (voluntary additions) of the Transfer Agreement to be included as an Account, subject to satisfaction of the conditions specified in Section 2.11(d) of the Transfer Agreement, and identified on a supplement to the TA Account Schedule delivered to the Issuer and the Indenture Trustee by the Transferor pursuant to Section 2.01(d) of the Transfer Agreement.

“Administrator” has the meaning specified in the initial paragraph of this Agreement.

2

“Adverse Effect” means, whenever used with respect to any Series or Class of Notes with respect to any Action, that such Action will at the time of its occurrence (a) result in the occurrence of an Early Amortization Event or Event of Default relating to such Series or Class of Notes, as applicable, (b) materially adversely affect the amount or timing of payments to be made to the Noteholders of any such Series or Class of Notes pursuant to the Indenture, or (c) adversely affect the Security Interest of the Indenture Trustee in the Collateral unless otherwise permitted by the Indenture.

“Affiliate” shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” shall mean the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Aggregate Allocation Amount” means, as of any date of determination, an amount equal to (a) the sum of the Stated Principal Amounts for all Outstanding Series as of such date (or, if the applicable Indenture Supplement uses a different class- or series-level construct in lieu of “Stated Principal Amount,” the corresponding stated principal amount specified in such Indenture Supplement for such Series), plus (b) the sum of the Excess Collateral Amounts for all Outstanding Series as of such date (or, if the applicable Indenture Supplement uses a different class or series-level construct in lieu of “Excess Collateral Amount,” the corresponding excess collateral, enhancement, or overcollateralization amounts included in any Allocation Amount for such Series).

“Agreement” means this Servicing Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Allocation Amount” means, with respect to any Outstanding Series or Class of Notes, an amount determined in accordance with the applicable Indenture Supplement.

“Amortization Period” means, with respect to any Series or Class of Notes, a period following the Revolving Period during which Principal Collections are distributed to Noteholders of such Series or Class, which shall be the controlled amortization period, the mandatory limited amortization period, the early amortization period or other amortization period, in each case as defined with respect to such Series or Class in the related Indenture Supplement.

“Approved Portfolio” means (a) any credit card accounts included in a Proprietary Portfolio and (b) any credit card accounts included in any additional program portfolio that is designated as an Approved Portfolio by delivery of an Approved Portfolio Designation pursuant to Section 2.11(e)(i) of the Transfer Agreement (subject to satisfaction of the Rating Agency Condition). For the avoidance of doubt, once a program portfolio is designated as an Approved Portfolio, it shall remain an Approved Portfolio notwithstanding a change in the name or rebranding of any Brand Partner associated with the Approved Portfolio.

“Approved Portfolio Designation” means, with respect to an Approved Portfolio designated pursuant to Section 2.11(e) of the Transfer Agreement, a written designation delivered by the Transferor to the Issuer (with a copy to the Indenture Trustee) on or before the applicable Designation Date for such Approved Portfolio, which designation (a) identifies the program

3

portfolio(s) being designated as Approved Portfolios, (b) includes an acceptance by the Issuer, (c) specifies the Designation Date and any applicable account eligibility criteria, and (d) represents and warrants that no adverse selection procedures were utilized and that the Transferor is not insolvent as of the Designation Date.

“Authorized Officer” means (a) with respect to the Issuer and the Transferor, an Authorized Officer as defined in the Transfer Agreement (being any officer or attorney-in-fact authorized to act on behalf of the Issuer or Transferor in matters relating to the Transaction Documents), and (b) with respect to the Servicer, any officer of the Servicer, or an attorney-in-fact of the Servicer, who in either case is authorized to act for the Servicer in matters relating to the Servicer and identified on the list of Authorized Officers, containing the specimen signature of each such Person, delivered by the Servicer to the Transferor and the Indenture Trustee from time to time.

“Automatic Addition Date” means, with respect to any Automatic Additional Account, the date on which each of the following conditions is first satisfied with respect to such Automatic Additional Account: (i) such Automatic Additional Account has come into existence, (ii) such date is on or after the Designation Date for the related Approved Portfolio, and (iii) to the extent the related Approved Portfolio Designation includes account eligibility criteria, such Automatic Additional Account satisfies such account eligibility criteria.

“Automatic Addition Suspension Date” means any Business Day on which the Transferor elects to suspend the inclusion of new Accounts that would otherwise be Automatic Additional Accounts.

“Automatic Additional Account” means each credit card account in any Approved Portfolio that is established pursuant to an Account Agreement coming into existence on or after the Designation Date as specified as such in the related Approved Portfolio Designation and prior to the Automatic Addition Termination Date or an Automatic Addition Suspension Date, or subsequent to a Restart Date. Automatic Additional Accounts are included as Accounts from and after the Automatic Addition Date for each such Automatic Additional Account pursuant to Section 2.11(a) of the Transfer Agreement (subject to any limitations specified in any Indenture Supplement) and shall be identified on supplements to the TA Account Schedule delivered to the Issuer and the Indenture Trustee by the Transferor pursuant to Section 2.01(d) of the Transfer Agreement.

“Automatic Addition Termination Date” means any Business Day on which the Transferor elects to terminate the inclusion in the Accounts of new Accounts that would otherwise be Automatic Additional Accounts.

“Bank” means Comenity Capital Bank, a Utah industrial bank, and any successor (by merger or consolidation) or assign of Comenity Capital Bank.

“Beneficial Interest” means the undivided beneficial interest of the Beneficiary in the Trust.

“Beneficiary” means (a) Bread Financial Funding, LLC, as beneficial owner of the Trust, and (b) each Permitted Affiliate Transferee to which all or a portion of the Beneficial Interest

4

is transferred in accordance with Section 3.02 of the Trust Agreement, in each case so long as such Person continues to own all or a portion of the Beneficial Interest. References to “each Beneficiary” shall refer to each Person mentioned in the preceding sentence, and references to “the Beneficiary” shall refer to all of such Persons.

“BFF” means Bread Financial Funding, LLC, a Delaware limited liability company, and any successor (by merger or consolidation) or assign of Bread Financial Funding, LLC.

“Brand Partner” means a third party for whose benefit a Brand Partner Program is co-owned, operated or promoted by the Account Originator.

“Brand Partner Program” means an affinity agreement, private label credit card agreement, merchant agreement, co-brand credit card agreement or other program that is co-owned, operated or promoted by the Account Originator for the benefit of a Brand Partner.

“Business Day” means any day other than (a) a Saturday or Sunday, or (b) a day on which banking institutions in New York, New York, or the city where the Corporate Trust Office is located, are authorized or required by law, executive order or governmental decree to be closed; provided that, for purposes of any particular Series or Class of Notes, the applicable Indenture Supplement may specify different or additional requirements.

“Cash Advance Fees” means cash advance transaction fees and cash advance late fees, if any, as specified in any Account Agreement applicable to an Account.

“Class” means, with respect to any Note, the class specified in the applicable Indenture Supplement.

“Collateral” means all of the right, title and interest, whether now owned or hereafter acquired, in, to and under the following:

(a) (i) the Receivables existing at the opening of business on the Initial Transfer Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and thereafter created from time to time in such Accounts until the earlier of either (x) the removal of such Accounts pursuant to Section 2.12 of the Transfer Agreement or (y) the termination of the Issuer, (ii) the Receivables existing at the opening of business on each applicable Addition Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and thereafter created from time to time in the Accounts until the earlier of either (x) the removal of such Accounts pursuant to Section 2.12 of the Transfer Agreement or (y) the termination of the Issuer, and (iii) the Interchange, Insurance Proceeds, Recoveries, and Merchant Discount Fees allocable to the Issuer as provided in the Transfer Agreement and this Agreement;

(b) the Excess Funding Account;

(c) the Collection Account;

5

(d) each Supplemental Issuer Account;

(e) all Eligible Investments and all investment property, money and other property on deposit in, credited to, or held in the Collection Account, the Excess Funding Account or any Supplemental Issuer Account;

(f) all rights, benefits and powers under the Transfer Agreement and this Agreement;

(g) all present and future claims, demands, causes of and choses in action in respect of any of the foregoing and all interest, principal, payments and distributions of any nature or type on any of the foregoing;

(h) all accounts, general intangibles, chattel paper, instruments, documents, goods, money, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from, or relating to any of the foregoing;

(i) all monies due or to become due with respect to all of the foregoing;

(j) all amounts received with respect to all of the foregoing; and

(k) all proceeds of the foregoing;

in each case, excluding all amounts distributable to the Holders of the Transferor Interest pursuant to the terms of any Transaction Document.

“Collections” means all payments (including Insurance Proceeds and Recoveries) received in respect of the Receivables in the form of cash, checks, wire transfers, electronic transfers, ATM transfers or any other form of payment in accordance with the related Account Agreement and all other amounts specified by this Agreement, the Transfer Agreement, the Indenture or the applicable Indenture Supplement as constituting Collections. With respect to any Date of Processing, all Recoveries with respect to Defaulted Receivables as of such Date of Processing will be treated as Finance Charge Collections. With respect to any Monthly Period, all Interchange and Merchant Discount Fees received with respect to such Monthly Period will be treated as Finance Charge Collections.

“Collection Account” means an Eligible Deposit Account established and maintained pursuant to Section 5.02(a) of the Indenture, bearing a designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Indenture Trustee and the Noteholders.

“Commission” means the U.S. Securities and Exchange Commission.

“Corporate Trust Office” means (a) when used in respect of the Owner Trustee, the principal corporate trust office of the Owner Trustee located at 103 Bellevue Parkway, 3rd Floor, Wilmington, DE 19809, or such other address in the State of Delaware as the Owner Trustee may designate by notice to the Beneficiary and the Transferor, or the principal corporate trust office of

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any successor Owner Trustee, which shall be in the State of Delaware (the address of which the successor Owner Trustee shall notify the Beneficiary and the Transferor), and (b) when used in respect of the Indenture Trustee, the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of the Indenture is located at (i) for note transfer/surrender purposes, U.S. Bank Trust Company, National Association, 111 Fillmore Avenue East, St. Paul, MN 55107, Attention: Bondholder Services, and (ii) for all other purposes U.S. Bank Trust Company, National Association, 190 South LaSalle Street, 7th Floor, Chicago, IL 60603 (email: mark.esposito@usbank.com), Attention: Bread Financial Card Issuance Trust, or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders, the Issuer, and the Transferor, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders, the Issuer, and the Transferor).

“Cut-Off Date” means (a) with respect to each Initial Account, the Initial Cut-Off Date as specified in the related Account Assignment, (b) with respect to each Additional Account, the Addition Cut-Off Date as specified as such in the related Account Assignment, and (c) with respect to each Automatic Additional Account, the applicable Addition Date.

“Cybersecurity Event” means any confirmed or reasonably suspected unauthorized access to, or use, disruption, degradation or destruction of, the information systems or data used to perform obligations under the Transaction Documents, including ransomware, malware, denial of service attacks, supply chain compromises, and material outages at a third party critical service provider (including cloud hosting or payment networks), in each case beyond the reasonable control of the affected party.

“Daily Report” has the meaning specified in Section 3.03(a).

“Date of Processing” means, with respect to any transaction or any activity relating to any account or receipt of Collections, the Business Day on which such transactions or activities or the Collections are first identified in written form under the Servicer’s customary and usual servicing practices (without regard to the effective date of such recordation).

“Debtor Relief Laws” means (a) the United States Bankruptcy Code and (b) all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, readjustment of debt, marshalling of assets, assignment for the benefit of creditors and similar debtor relief laws from time to time in effect in any jurisdiction affecting the rights of creditors generally or the rights of creditors of banks.

“Default Amount” means, for any Monthly Period, with respect to Receivables included as part of the Trust Assets, an amount (which shall not be less than zero) equal to (a) the aggregate amount of Principal Receivables (other than Ineligible Receivables) which became Defaulted Receivables in such Monthly Period, minus (b) the amount of any Defaulted Receivables of which the Transferor became obligated to accept reassignment in accordance with Section 2.06 and Section 2.07 of the Transfer Agreement during such Monthly Period; provided, however, that if an Insolvency Event occurs with respect to the Transferor, the amount of such

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Defaulted Receivables which are subject to reassignment to the Transferor in accordance with the terms of the Transfer Agreement shall not be added to the sum so subtracted in clause (b) above.

“Defaulted Receivables” means, for any Date of Processing, all Principal Receivables which are charged off as uncollectible or as having been created through fraudulent or counterfeit charge, in each case, on the Servicer’s computer file of Accounts on such Date of Processing in accordance with the Account Guidelines and the Servicer’s customary and usual servicing procedures for servicing receivables comparable to the Receivables.

“Delinquency Percentage” means, for each Distribution Date and the related preceding Monthly Period, an amount equal to the ratio (expressed as a percentage) of (i) the aggregate balance of all 60-Day Delinquent Receivables as of the last day of the Monthly Period immediately preceding such Distribution Date to (ii) the aggregate balance of Receivables as of the last day of the Monthly Period immediately preceding such Distribution Date.

“Depository” means The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Exchange Act.

“Designation Date” means, (a) with respect to any Approved Portfolio, the date specified as such in the related Approved Portfolio Designation, and (b) with respect to any Automatic Additional Account, the Designation Date for the Approved Portfolio in which such Automatic Additional Account is included.

“Determination Date” means, with respect to any Distribution Date for any Series or Class, the second (2nd) Business Day prior to such Distribution Date; provided, however, that (a) the Determination Date for the first Distribution Date for any Series or Class shall be the date specified in the related Indenture Supplement and (b) if any Determination Date would otherwise fall on a day that is not a Business Day, such Determination Date shall be the immediately preceding Business Day. If a Distribution Date is adjusted or designated pursuant to the Indenture or the related Indenture Supplement, the related Determination Date shall be correspondingly adjusted to remain the second (2nd) Business Day prior to such adjusted Distribution Date, unless otherwise specified in the related Indenture Supplement.

“Discount Note” means a Note that provides for an amount less than the Stated Principal Amount (but not less than the Initial Principal Amount) thereof to be due and payable upon the occurrence of an Early Amortization Event or other optional or mandatory redemption or the occurrence of an Event of Default and the acceleration of such Note, in each case before the Expected Final Distribution Date of the applicable Note.

“Discount Option Date” means each date on which a Discount Option Percentage designated by the Transferor pursuant to Section 2.14 of the Indenture takes effect.

“Discount Option Percentage” means the percentage, if any, designated from time to time by the Transferor pursuant to Section 2.14(a) of the Transfer Agreement.

“Discount Option Receivables” means those Principal Receivables existing in all or any specified portion of the Accounts that the Transferor has designated to be treated as Finance Charge Receivables on or after the Discount Option Date.

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“Distribution Date” means, with respect to any Series or Class of Notes, the fifteenth (15th) day of each calendar month or, if such fifteenth (15th) day is not a Business Day, the next succeeding Business Day, or the date otherwise specified in the applicable Indenture Supplement for such Series or Class.

“Early Amortization Event” means the following:

(a) the Issuer becomes an investment company within the meaning of the Investment Company Act;

(b) the occurrence of an Insolvency Event relating to the Transferor;

(c) the occurrence of an Insolvency Event as defined in Section 8.02 of the Receivables Purchase Agreement relating to the Bank;

(d) a Transfer Restriction Event shall occur with respect to the Receivables Purchase Agreement; and

(e) with respect to any Series or Class of Notes, any additional Early Amortization Event specified in the Indenture Supplement for such Series or Class of Notes as applying to such Series or Class of Notes.

“Eligible Account” means each credit card account in any Approved Portfolio owned by the Account Originator established pursuant to an Account Agreement, which meets the following requirements as of the applicable Cut-Off Date:

(a) is a credit card account in existence and maintained with the Account Originator or any Affiliate of the Account Originator;

(b) is payable in Dollars;

(c) has an Obligor who is not identified by the Servicer in its computer files as being involved in a proceeding under any Debtor Relief Law;

(d) has an Obligor who has provided, as his or her most recent billing address, an address located in the United States or its territories or possessions or a United States military address;

(e) has not been identified as an account with respect to which a related card has been lost or stolen;

(f) has not been sold or in which a security interest has been granted by the Account Originator to any other party, unless any such security interest is released on or before the Initial Transfer Date (with respect to the Initial Accounts) or the Addition Date (with respect to the Additional Accounts and Automatic Additional Accounts);

(g) does not have any receivables that have been sold or pledged by the Account Originator to any Person other than the Transferor, unless any such pledge is released on or before

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the Initial Transfer Date (with respect to the Initial Accounts) or the Addition Date (with respect to the Additional Accounts and Automatic Additional Accounts); and

(h) does not have any receivables that are Defaulted Receivables or that have been identified by the Servicer as having been incurred as a result of the fraudulent use of a related credit card.

Notwithstanding the above requirements, Eligible Accounts may include accounts, the receivables of which are Defaulted Receivables, or which have been identified by the Servicer in its computer files as cancelled due to a related Obligor’s bankruptcy or insolvency, in each case as of the related Cut-Off Date; provided, that (i) the balance of all receivables included in such accounts is reflected on the books and records of the Account Originator (and is treated for purposes of this Agreement) as “zero” and (ii) borrowing and charging privileges with respect to all such accounts have been cancelled in accordance with the Account Guidelines applicable thereto and will not be reinstated by the Account Originator or the Servicer.

“Eligible Deposit Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of an Eligible Institution.

“Eligible Institution” means (a) a depository institution (which may be the Indenture Trustee, the Owner Trustee or any Affiliate thereof) organized under the laws of the United States, any one of the states (including the District of Columbia) or territories thereof, or any domestic branch of a foreign bank, so long as such depository institution’s long-term issuer credit rating is at least “A” (or the equivalent) from each Rating Agency or its short-term issuer credit rating is at least “A-1” from S&P, “P-1” from Moody’s and “F1” from Fitch, or (b) any other institution that satisfies the publicly published, controlling and applicable ratings criteria established by each Rating Agency.

“Eligible Investments” means negotiable instruments, investment property, or deposit accounts which evidence:

(a) direct obligations of, or obligations fully guaranteed as to timely payment by, the United States of America (having original or remaining maturities of no more than three hundred sixty-five (365) days);

(b) demand deposits, time deposits, money market deposit accounts or certificates of deposit (having original maturities of no more than the lesser of sixty (60) days or the number of days until the next Transfer Date) of depository institutions or trust companies (including an affiliate of the Indenture Trustee) organized under the laws of the United States of America, any state (including the District of Columbia) or territories thereof, or domestic branches of foreign banks, and subject to supervision and examination by federal or state banking or depository institution authorities; provided, that at the time of the Trust’s investment or contractual commitment to invest therein, the short-term debt of such depository institution or trust company shall have a short-term issuer rating from Moody’s, S&P and Fitch of “P-1”, “A-1” and “F1”, respectively;

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(c) commercial paper (having original or remaining maturities of no more than thirty (30) days), that shall be rated, at the time of the Trust’s investment or contractual commitment to invest therein, by each of Moody’s, S&P and Fitch in its highest rating category (or, for so long as an Outstanding Series exists, any other rating from any Rating Agency, upon satisfaction of the Rating Agency Condition);

(d) bankers’ acceptances (having original maturities of no more than the lesser of sixty (60) days or the number of days until the next Transfer Date) issued by any depository institution or trust company referred to in clause (b) above;

(e) investments in money market funds rated “AAAm” by S&P, “Aaa-mf” by Moody’s and, if rated by Fitch, “AAAmmf” by Fitch or otherwise approved in writing by each Rating Agency; or

(f) any other investment that satisfies the publicly published, controlling and applicable ratings criteria established by each Rating Agency.

“Eligible Receivable” means each Receivable:

(a) which has arisen in an Eligible Account;

(b) which was created in compliance in all material respects with all Requirements of Law applicable to the Account Originator (or, in the case of an Acquired Portfolio Receivable, the related Other Originator) and pursuant to an Account Agreement that complies in all material respects with all Requirements of Law applicable to the Account Originator (or, in the case of an Acquired Portfolio Receivable, the related Other Originator during the time prior to the transfer of such Acquired Portfolio Receivable to the Account Originator), in either case, the failure to comply with which would have an Adverse Effect;

(c) with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the creation of such Receivable or the execution, delivery and performance by the Account Originator (or, in the case of an Acquired Portfolio Receivable, the related Other Originator with respect to such actions prior to the transfer of such Acquired Portfolio Receivable to the Account Originator) of its obligations under the Account Agreement pursuant to which such Receivable was created, have been duly obtained, effected or given and are in full force and effect;

(d) as to which, immediately prior to the transfer of such Receivable to the Trust, the Transferor has good and marketable title thereto, free and clear of all Liens (other than any Lien for taxes of the Transferor or the Account Originator if such taxes are not then due and payable or if the Transferor or the Account Originator is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books and records adequate reserves with respect thereto);

(e) which has been the subject of either a valid transfer and assignment from the Transferor to the Trust of all the Transferor’s right, title and interest therein (including any

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proceeds thereof), or the grant of a first-priority perfected security interest therein (and in the proceeds thereof), effective until the termination of the Trust;

(f) which is the legal, valid and binding payment obligation of an Obligor thereon, enforceable against such Obligor in accordance with its terms, except as such 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);

(g) which, at the time of transfer to the Trust, has not been waived or modified except as permitted in accordance with Section 3.02(j) of this Agreement, Section 3.02 of the Receivables Purchase Agreement, the Account Guidelines, or as ordered by a court of competent jurisdiction or other Governmental Authority, and which waiver or modification is reflected in the Servicer’s computer file of Accounts;

(h) which, at the time of transfer to the Trust, is not subject to any right of rescission, setoff, counterclaim or any other defense (including defenses arising out of violations of usury laws) of an Obligor, other than defenses arising out of 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 equity);

(i) as to which, at the time of transfer to the Trust, the Transferor has performed all obligations required to be performed by it under the Transfer Agreement and the Receivables Purchase Agreement in connection with such transfer;

(j) as to which, at the time of transfer to the Trust, neither the Transferor nor the Account Originator, as the case may be, has taken any action which would impair, or omitted to take any action the omission of which would impair, in any material respect the rights of the Trust or the Noteholders therein; and

(k) which constitutes an “account” as defined in Article 9 of the UCC as then in effect in any jurisdiction where the filing of a financing statement is then required to perfect the Trust’s interest in such Receivable and the proceeds thereof.

“Eligible Servicer” means the Bank or the Indenture Trustee or, if none of the Bank or the Indenture Trustee is acting as Servicer, an entity which, at the time of its appointment as Servicer, (a) is then servicing a portfolio of credit card accounts of comparable size and characteristics, (b) is legally qualified and has the capacity to service the Accounts, (c) in the sole determination of the Transferor, which determination shall be conclusive and binding, has demonstrated the ability to service professionally and competently a portfolio of similar accounts in accordance with high standards of skill and care, (d) is qualified to use the software that is then being used to service the Accounts or obtains the right to use or has its own software which is adequate to perform the duties of the Servicer under this Agreement, and (e) has a net worth of at least $50,000,000 as of the end of its most recent fiscal quarter.

“Event of Default” means with respect to any Series or Class of Notes any one of the following events (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body),

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unless such event is either expressly stated to be inapplicable to a particular Series or Class of Notes or specifically deleted or modified in the applicable Indenture Supplement creating such Series or Class of Notes or in the form of Note for such Series or Class:

(a) with respect to such Series or Class of Notes, as applicable, a default by the Issuer in the payment of any interest on such Notes when such interest becomes due and payable, and continuance of such default for a period of thirty-five (35) days following the date on which such interest became due and payable;

(b) with respect to such Series or Class of Notes, as applicable, a default by the Issuer in the payment of the Stated Principal Amount of such Series or Class of Notes at the applicable Legal Maturity Date;

(c) a default in the performance, or breach, of any covenant or warranty of the Issuer in the Indenture in respect of the Notes of such Series or Class (other than a covenant or warranty in respect of the Notes of such Series or Class a default in the performance of which or the breach of which is elsewhere in Section 7.01 of the Indenture specifically dealt with), all of such covenants and warranties in the Indenture which are not expressly stated to be for the benefit of a particular Series and Class of Notes being deemed to be in respect of the Notes of all Series or Classes for such purpose, and continuance of such default or breach for a period of ninety (90) days after there has been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25% of the aggregate Outstanding Principal Amount of the Outstanding Notes of the affected Series or Class, a written notice specifying such default or breach and requesting it to be remedied and stating that such notice is a “Notice of Default” under the Indenture and, as a result of such default, the interests of the Holders of the Notes of such Series or Class are materially and adversely affected and continue to be materially and adversely affected during the 90-day period;

(d) (i) the Issuer shall file a petition or commence a proceeding (A) to take advantage of any Debtor Relief Law or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to the Issuer or all or substantially all of its property, (ii) the Issuer shall consent or fail to object to any such petition filed or proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or proceeding shall not have been dismissed or stayed within ninety (90) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or proceeding, (iii) the Issuer shall be unable or shall admit in writing its inability to pay its debts generally as they become due, (iv) the Issuer shall make an assignment for the benefit of its creditors, or (v) the Issuer shall voluntarily and intentionally suspend payment of its obligations; or

(e) with respect to any such Series or Class, any additional Event of Default specified in the Indenture Supplement for such Series or Class of Notes as applying to such Series or Class, or specified in the form of Note for such Series or Class.

“Excess Funding Account” means an Eligible Deposit Account established and maintained pursuant to Section 5.02(b) of the Indenture, bearing a designation clearly indicating

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that the funds and other property credited thereto are held for the benefit of the Indenture Trustee and the Noteholders.

“Excess Funding Amount” means, at any time, the aggregate amount on deposit in the Excess Funding Account.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Execution Date” means June 11, 2026.

“Expected Final Distribution Date” means, with respect to any Series or Class of Notes, the meaning specified in the applicable Indenture Supplement.

“FDIC Rule” means 12 C.F.R. § 360.6, as it may be amended from time to time and subject to such clarifications and interpretations as may be provided by the FDIC or by the FDIC’s staff from time to time, and any successor thereto.

“Finance Charge Collections” means the sum of (a) with respect to Receivables included as part of the Trust Assets, all Collections received by the Servicer on behalf of the Issuer of Finance Charge Receivables, (b) any amounts received by the Issuer which are designated as Finance Charge Collections pursuant to this Agreement, the Transfer Agreement, the Indenture or any Indenture Supplement, which shall include all Recoveries with respect to Defaulted Receivables, and (c) the amount of all interest and other investment earnings (net of losses and investment expenses), if any, on amounts on deposit in the Collection Account, the Excess Funding Account, and any Supplemental Issuer Account. The Interchange and Merchant Discount Fees received with respect to any Monthly Period shall be treated as Finance Charge Collections for such Monthly Period.

“Finance Charge Receivables” means (a) all amounts billed to the Obligors or any Account in respect of (i) all Periodic Finance Charges, (ii) Cash Advance Fees, (iii) Late Fees, returned check fees, and non-sufficient fund fees, and (iv) any other fees and charges and (b) Discount Option Receivables, if any.

“Floating Allocation Percentage” has, with respect to any Outstanding Series of Notes, the meaning specified in the related Indenture Supplement for such Series.

“Funding Instruction” means a written instruction delivered by the Servicer to the Indenture Trustee directing a payment, withdrawal or transfer to be made on a date that is not a Distribution Date, in each case solely to the extent expressly permitted by, and in accordance with the timing and other requirements set forth in, the applicable Indenture Supplement or this Agreement.

“GAAP” means generally accepted accounting principles in the United States of America in effect from time to time.

“Global Note” means one or more Notes of a Series or Class, in fully registered form, registered in the name of the Depository or its nominee and representing the Notes of such Series or Class.

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“Governmental Authority” means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Holder” when used with respect to any Note, means a Noteholder.

“Indenture” means the Indenture, dated as of June 11, 2026, by and among the Issuer, the Indenture Trustee and the Securities Intermediary, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Indenture Supplement” means, with respect to any Series of Notes, a supplement to the Indenture, executed and delivered in conjunction with the issuance of such Notes pursuant to Section 4.10 of the Indenture, together with any amendment to the Indenture Supplement executed pursuant to Section 10.01 or Section 10.02 of the Indenture, and, in either case, including all amendments thereof and supplements thereto.

“Indenture Trustee” has the meaning specified in the first paragraph of this Agreement.

“Indenture Trustee Authorized Officer” means, when used with respect to the Indenture Trustee, any vice president, any assistant vice president or trust officer, or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

“Ineligible Receivable” means any Receivable (a) with respect to which any representation or warranty of the Transferor contained in Section 2.04 of the Transfer Agreement relating to the Receivables, the related Account, or the Transferor’s title thereto is not true and correct in any material respect as of the date specified therein, and such breach has a material adverse effect on any Noteholders, unless cured within sixty (60) days (or such longer period, not in excess of one hundred fifty (150) days, as may be agreed to by the Indenture Trustee) after the earlier to occur of the discovery thereof by the Transferor or receipt by the Transferor of written notice thereof given by the Indenture Trustee, the Owner Trustee or the Servicer, or (b) that is evidenced by any instrument or chattel paper (as defined in the UCC).

“Initial Account” means each credit card account in any Approved Portfolio established pursuant to an Account Agreement, which account is identified in the TA Account Schedule delivered to the Issuer and the Indenture Trustee by the Transferor pursuant to Section 2.01(d) of the Transfer Agreement.

“Initial Principal Amount” means (a) unless otherwise specified in the applicable Indenture Supplement, with respect to a Series or Class of Notes, the aggregate initial principal amount of the Outstanding Notes of such Series or Class plus the aggregate initial principal amount of any additional Notes of such Series or Class, and (b) with respect to a Series or Class of Discount Notes, the amount specified in the applicable Indenture Supplement as the Initial Principal Amount thereof.

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“Initial Transfer Date” means the date specified as such in the related Account Assignment with respect to the Initial Accounts.

“Insolvency Event” means, with respect to the Transferor or holder of the Transferor Interest, the occurrence of any of the following: (a) such Person files a petition or commences a Proceeding (i) to take advantage of any Debtor Relief Law or (ii) for the appointment of a trustee, conservator, receiver, liquidator or similar official for or relating to such Person or all or substantially all of such Person’s property, (b) such Person consents or fails to object to any such petition or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding is not dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction decrees or orders relief with respect to any such petition or Proceeding, (c) such Person is unable, or admits in writing its inability, to pay its debts generally as they become due, (d) such Person makes an assignment for the benefit of its creditors, or (e) such Person voluntarily suspends payment of its obligations.

“Insurance Proceeds” means any amounts received pursuant to the payment of benefits under any credit life insurance policies, credit disability insurance policies or unemployment insurance policies covering any Obligor with respect to Receivables under such Obligor’s Account.

“Interchange” means all interchange fees or issuer rate fees payable to the Seller, in its capacity as credit card issuer, through VISA USA, Inc.^®, MasterCard International Incorporated^®, American Express Company^® or any similar entity in connection with cardholder charges for goods or services.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Issuance Date” means each date on which a Series or Class of Notes is issued.

“Issuer” has the meaning specified in the first paragraph of this Agreement.

“Issuer Accounts” means, collectively, the Excess Funding Account, the Collection Account and any Supplemental Issuer Account. There shall be no sub-accounts in any Issuer Account.

“Issuer Tax Opinion” means, with respect to any action, an Opinion of Counsel to the effect that, for United States federal income tax purposes, (a) such action will not adversely affect the tax characterization as debt of any Outstanding Series or Class of Notes that were characterized as debt at the time of their issuance, (b) such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder of any such Notes.

“Late Fees” has the meaning specified in the Account Agreement applicable to each Account for late fees or similar terms.

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“Lien” means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, equity interest, encumbrance, lien (statutory or other), preference, participation interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, or any financing lease having substantially the same economic effect as any of the foregoing; provided, however, that any assignment permitted by Section 3.02 of the Trust Agreement or Section 3.02 or Section 5.04 of the Transfer Agreement shall not be deemed to constitute a Lien; provided further, however, that the lien created in favor of the Indenture Trustee under the Indenture shall not be deemed to constitute a Lien.

“Legal Maturity Date” means, with respect to a Series or Class of Notes, the date specified in the Indenture Supplement for such Notes as the fixed date on which the principal of such Series or Class of Notes is due and payable.

“Merchant Discount Fees” means the amounts realized by the Seller on account of merchant fees and discounts relating to credit sales with respect to the Accounts.

“Monthly Allocation Percentage” means, with respect to any Series and any Monthly Period, the average of the Floating Allocation Percentages for such Series with respect to each Date of Processing during such Monthly Period; provided that the Monthly Allocation Percentages for all Outstanding Series for such Monthly Period shall not exceed 100% in the aggregate (subject to customary rounding).

“Monthly Noteholders’ Statement” means, with respect to any Series of Notes, a report, the form of which is attached as an exhibit to the related Indenture Supplement.

“Monthly Payment Instruction” means, with respect to any Series of Notes, a written instruction delivered by the Servicer to the Indenture Trustee directing the withdrawals, deposits and distributions to be made on the related Transfer Date and Distribution Date, the form of which is attached as an exhibit to the related Indenture Supplement.

“Monthly Period” means, with respect to each Distribution Date, unless otherwise provided in an Indenture Supplement, the period from and including the first day of a calendar month to and including the last day of such calendar month; provided, however, that the initial Monthly Period for any Series shall be the period designated in the related Indenture Supplement.

“Monthly Servicer’s Certificate” has the meaning set forth in Section 3.03(b), in substantially the form specified in the related Indenture Supplement.

“Note” or “Notes” means any note or notes of any Series or Class authenticated and delivered from time to time under the Indenture.

“Note Owner” means the beneficial owner of an interest in a Global Note as reflected on the books of the Depository or a Participant.

“Noteholder” means a Person in whose name a Note is registered in the Note Register.

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“Note Register” means the register kept or caused to be kept by the Issuer for the purpose of recording the registration of Registered Notes (or Registered Notes of a particular Series or Class) and the transfers thereof, subject to such reasonable regulations as the Issuer may prescribe.

“Note Registrar” means the Person who keeps the Note Register specified in Section 4.04(a) of the Indenture.

“Notices” has the meaning specified in Section 8.04(a).

“Obligor” means, with respect to any Account, the Person or Persons obligated to make payments with respect to such Account, including any guarantor thereof, but excluding any merchant.

“Officer’s Certificate” means a certificate on behalf of any Person that is signed by any Authorized Officer or president, vice president, chief financial officer, treasurer or more senior officer of such Person and which states that the certifications set forth in such certificate are based upon the results of a due inquiry into the matters in question conducted by or under the supervision of the signing officer and that the facts stated in such certifications are true and correct to the best of the signing officer’s knowledge.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel to the Bank, the Transferor, a Beneficiary or the Servicer.

“Other Originator” means any Person from which the Bank acquires a portfolio of credit card accounts any or all of which are subsequently designated as Accounts.

“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under the Indenture, except:

(a) any Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation pursuant to Section 4.08 of the Indenture, or canceled by the Issuer and delivered to the Indenture Trustee pursuant to Section 4.08 of the Indenture;

(b) any Notes for whose full payment (including principal and interest) or redemption money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Notes; provided, that if such Notes are to be redeemed, notice of such redemption has been duly given if required pursuant to the Indenture or the related Indenture Supplement, or provision therefor satisfactory to the Indenture Trustee has been made;

(c) any Notes which are canceled pursuant to Section 6.03 of the Indenture; and

(d) any Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture, or which will have been paid pursuant to the terms of Section 4.05 of the Indenture (except with respect to any such Note as to which proof satisfactory to the Indenture Trustee is presented that such Note is held by a person in whose hands such Note is a legal, valid and binding obligation of the Issuer).

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For purposes of determining the amounts of deposits, allocations, reallocations or payments to be made, unless the context clearly requires otherwise, references to “Notes” will be deemed to be references to “Outstanding Notes.” In determining whether the Holders of the requisite principal amount of such Outstanding Notes have taken any Action under the Indenture, Notes beneficially owned by the Issuer or the Transferor or any Affiliate of the Issuer or the Transferor will be disregarded and deemed not to be Outstanding. In determining whether the Indenture Trustee will be protected in relying upon any such action, only Notes which an Indenture Trustee Authorized Officer with direct responsibility for the administration of the Indenture knows to be owned by the Issuer or the Transferor or any Affiliate of the Issuer or the Transferor will be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee creates to the satisfaction of the Indenture Trustee the pledgee’s right to act as owner with respect to such Notes and that the pledgee is not the Issuer, the Transferor or any other obligor upon the Notes or any Affiliate of the Issuer, the Transferor or such other obligor.

“Outstanding Principal Amount” means at any time either:

(a) with respect to any Series or Class of Notes (other than Discount Notes), the aggregate Initial Principal Amount of the Outstanding Notes of such Series or Class at such time, less the aggregate amount of any withdrawals from any Issuer Account for such Series or Class of Notes for payment of principal to the Holders of such Series or Class of Notes pursuant to the related Indenture Supplement, or

(b) with respect to any Series or Class of Discount Notes, an amount of the Outstanding Notes of such Series or Class calculated by reference to the applicable formula set forth in the applicable Indenture Supplement, taking into account the aggregate amount and timing of payments of principal made to the Holders of such Series or Class and accretions of principal, each pursuant to the related Indenture Supplement;

plus, in either case, the amount of any increase in the Outstanding Principal Amount of such Series or Class of Notes due to the issuance of additional Notes of such Series or Class pursuant to Section 4.09 of the Indenture.

“Owner Trustee” means BNY Mellon Trust of Delaware, a Delaware banking corporation, not in its individual capacity but solely in its capacity as owner trustee under the Trust Agreement, and each successor owner trustee appointed in accordance with Article X of the Trust Agreement, not in its individual capacity but solely in its capacity as owner trustee thereunder, and each separate and co-trustee under and to the extent provided in Section 10.05 of the Trust Agreement, not in its individual capacity but solely in its capacity as separate or co-trustee thereunder.

“Paying Agent” means any Person authorized by the Issuer to pay the principal of or interest on any Notes on behalf of the Issuer as provided in Section 11.02 of the Indenture.

“Partial Commingling Condition” means, with respect to any Date of Processing, a requirement that an asset test be conducted by the Servicer within two (2) Business Days of such Date of Processing to confirm that the Pool Balance as of the close of business on such Date of Processing is at least equal to the Required Pool Balance as of such Date of Processing.

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“Participant” means a broker, dealer, bank or other financial institution or other Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

“Periodic Finance Charges” means, with respect to any Account, all interest charges, finance charges, or similar charges accrued or assessed on such Account that are calculated by applying a periodic rate (whether daily, monthly, or otherwise) to all or any portion of the outstanding balance of such Account, however such charges may be designated in the related Account Agreement (including any charges designated as “interest,” “interest charges,” “finance charges,” “periodic finance charges,” “finance charges (due to periodic rate),” or similar terms).

“Permitted Affiliate Transferee” means any Person who is an affiliate of BFF.

“Person” means any person or entity, including any individual, corporation, limited liability company, partnership (general or limited), joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or other entity of any nature, whether or not a legal entity.

“Pool Balance” means, for any Date of Processing, the sum of (a) the aggregate amount of Principal Receivables as of the close of business on such Date of Processing, and (b) the Excess Funding Amount as of the close of business on such Date of Processing.

“Principal Collections” means, for any Date of Processing, the sum of (a) with respect to Receivables, all Collections other than those designated as Finance Charge Collections for such Date of Processing, and (b) the amount of funds withdrawn from the Excess Funding Account on such Date of Processing which are required to be deposited into the Collection Account and treated as Principal Collections in accordance with Section 5.07 of the Indenture.

“Principal Receivables” means all Receivables other than Finance Charge Receivables or Defaulted Receivables. In calculating the aggregate amount of Principal Receivables on any day, the amount of Principal Receivables shall be reduced by the aggregate amount of credit balances in the Accounts on such day. Any Principal Receivables which the Transferor is unable to transfer, assign, set over and otherwise convey to the Trust pursuant to the Transfer Agreement shall not be included in calculating the amount of Principal Receivables.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Proprietary Portfolio” means credit card accounts issued by the Bank, or an Affiliate of the Bank, (a) which bear either the Comenity or Bread Financial brand and not the brand of any other financial or non-financial organization and (b) the value proposition and rewards structure of which is not directly tied to or affiliated with an external brand or loyalty program.

“Rating Agency” means, with respect to any Outstanding Series or Class of Notes, each nationally recognized statistical rating organization, if any, as specified in the Indenture Supplement applicable to such Outstanding Series or Class of Notes, selected by the Transferor or the Issuer to rate such Series or Class of Notes.

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“Rating Agency Condition” means, with respect to any specified action, that each Rating Agency then rating any Outstanding Series or Class of Notes shall have received not less than ten (10) Business Days’ prior written notice of such action (or such shorter period as may be acceptable to such Rating Agency). For the avoidance of doubt, delivery to a Rating Agency of draft documentation relating to any specified action, together with a description of such action, shall constitute adequate prior written notice for purposes of this definition.

“Receivables” means all amounts shown on the Servicer’s records as amounts payable by an Obligor on any Account from time to time, including amounts payable for Principal Receivables and Finance Charge Receivables. Receivables that become Defaulted Receivables will cease to be included as Receivables as of the day on which they become Defaulted Receivables. For purposes of the FDIC Rule and GAAP, Receivables are financial assets.

“Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated as of June 11, 2026, by and between the Bank and the Transferor, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Record Date” means, for the interest or principal payable on any Note on any applicable Distribution Date, the last day of the calendar month immediately preceding such Distribution Date, unless otherwise specified in the applicable Indenture Supplement. If a Distribution Date is adjusted or designated within an allowed window pursuant to the applicable Indenture Supplement, the related Record Date shall adjust as specified therein.

“Recoveries” means all amounts collected on Defaulted Receivables, including Insurance Proceeds and proceeds from the sale of such Defaulted Receivables, that are paid to the Transferor as provided in the Receivables Purchase Agreement.

“Registered Note” means a Note issued in registered form.

“Registered Noteholder” means a Holder of a Registered Note.

“Regulation AB” means Subpart 229.1100 – Asset-Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting releases (including Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (September 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Regulation RR” means Credit Risk Retention, 12 C.F.R. Part 244, as amended from time to time.

“Related Account” means each Account in any Approved Portfolio, including any Proprietary Portfolio, with respect to which a new account number has been issued by the Account Originator or the Servicer (a) in compliance with the Account Guidelines and the related Account Agreement, (b) to the same Obligor or Obligors of such Account, and (c) as a result of the following: (i) the credit card with respect to such Account being lost or stolen; (ii) the related Obligor requesting a change in his or her billing cycle; (iii) the related Obligor requesting the

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discontinuance of responsibility with respect to such Account; (iv) fraudulent use of the credit card with respect to such Account; or (v) for any other reasons permitted by the Account Guidelines; provided, that such Account can be traced or identified in the computer or other records of the Account Originator used to generate the TA Account Schedule. A Related Account shall become an Account upon the date of issuance as reflected in the Account Originator’s records, and the Receivables therein shall be deemed to be Receivables transferred to the Trust under the Transfer Agreement. Related Accounts shall be identified on supplements to the TA Account Schedule, together with identification of the Account to which each such Related Account relates, delivered to the Issuer and the Indenture Trustee by the Transferor pursuant to Section 2.01(d) of the Transfer Agreement.

“Remaining Series Available Principal Collections Shortfall” has, with respect to any Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series of Notes.

“Removal Date” means, with respect to any Removed Account, the date designated by the Transferor for the removal of such Removed Account pursuant to Section 2.12 of the Transfer Agreement.

“Removed Account” means any Account designated for removal by the Transferor pursuant to Section 2.12 of the Transfer Agreement.

“Required Funding Amount” means, for any Date of Processing, the aggregate amount of Collections required to be on deposit in the Collection Account (and, without duplication, any Supplemental Issuer Account) as of the second (2nd) Business Day following such Date of Processing, so that, on the related Transfer Date, the Indenture Trustee will have sufficient funds to (i) deposit or maintain the amounts then required to be on deposit in any Supplemental Issuer Account and (ii) make all distributions and payments then required to be made to Noteholders pursuant to the Indenture and any applicable Indenture Supplement.

“Required Pool Balance” means, for any Date of Processing, the sum of (a) for all Series in their Revolving Period, the sum of the Allocation Amounts of such Series as of the close of business on such Date of Processing and (b) for all Series in their Amortization Period or Accumulation Period, the sum of the Allocation Amounts of such Series as of the close of business on the last day of the most recent Revolving Period for each of such Series (exclusive of (i) any Series that will be paid in full on or prior to the Distribution Date immediately following such Date of Processing and (ii) any Series that will have an Allocation Amount of zero on the Distribution Date immediately following such Date of Processing (after giving effect to payments made on such Distribution Date)).

“Required Seller’s Interest Amount” means, the amount of “seller’s interest” required to be maintained pursuant to Regulation RR by the “sponsor” or one or more of its “wholly-owned affiliates” as such terms are defined in Regulation RR.

“Requirements of Law” means any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, whether federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act and Regulation B and Regulation Z of the

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Board of Governors of the Federal Reserve System), and, when used with respect to any Person, the certificate of incorporation or formation and by-laws or other organizational or governing documents of such Person.

“Revolving Period” means, with respect to any Series or Class of Notes, the period from the applicable Issuance Date through but not including the commencement of the Accumulation Period or Amortization Period, as applicable, for such Series or Class, during which Principal Collections allocable to such Series or Class are generally reinvested in new Receivables.

“Restart Date” means, pursuant to Section 2.11(a) of the Transfer Agreement, any date designated by the Transferor by written notice to the Issuer, the Indenture Trustee, the Servicer and each Rating Agency (delivered at least three (3) Business Days prior to such date) on which the inclusion of new Automatic Additional Accounts resumes following an Automatic Addition Suspension Date.

“Sarbanes Certification” means the certification required by Rules 13a-14(d) and 15d-14(d) under the Securities Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of the Trust or the Transferor with respect to a Securitization Transaction.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Intermediary” means U.S. Bank National Association, a national banking association, and any successor or replacement securities intermediary appointed in accordance with the Indenture.

“Security Interest” means the security interest granted pursuant to the Granting Clause of the Indenture.

“Securitization Transaction” means any new issuance of a Series or Class of Notes, pursuant to Section 4.09 of the Indenture, whether publicly offered or privately placed, rated or unrated.

“Seller” means Comenity Capital Bank, a Utah industrial bank, and any successor (by merger or consolidation) or assign of Comenity Capital Bank.

“Seller’s Interest Amount” means, with respect to any date, an amount of “seller’s interest” maintained by the “sponsor” or one or more of its “wholly-owned affiliates” (as such terms are defined in Regulation RR), determined in accordance with Section 246.5 of Regulation RR.

“Series” means, with respect to any Note, the Series specified in the applicable Indenture Supplement.

“Series Default Amount” means, with respect to each Outstanding Series and any Monthly Period, an amount equal to the product of (a) the Monthly Allocation Percentage for such Series for such Monthly Period and (b) the Default Amount for such Monthly Period.

“Service Transfer” has the meaning specified in Section 6.01.

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

“Servicer Default” has the meaning specified in Section 6.01.

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

“Servicing Fee” means, for any Monthly Period, one-twelfth of the product of (a) the Servicing Fee Percentage and (b) the aggregate amount of Principal Receivables as of the close of business on the last day of the prior Monthly Period.

“Servicing Fee Percentage” means 2.0%.

“Servicing Participant” means the Servicer, any Subservicer or any Person that participates in any of the servicing functions specified in Item 1122(d) of Regulation AB with respect to the Receivables. For the avoidance of doubt, subject to Section 9.01, the term “Servicing Participant” shall not include the Owner Trustee or the Indenture Trustee.

“Servicing Party” has the meaning specified in Section 9.03(a).

“Shared Excess Available Principal Collections” has, with respect to any Series of Notes, the meaning specified in the applicable Indenture Supplement for such Series of Notes.

“Subservicer” means any Person that services the Receivables on behalf of the Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Servicing Participants) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Agreement that are identified in Item 1122(d) of Regulation AB. For the avoidance of doubt, subject to Section 9.01, the term “Subservicer” shall not include the Owner Trustee or the Indenture Trustee.

“Successor Servicer” has the meaning specified in Section 6.02(a).

“Supplemental Issuer Account” means the trust account or accounts designated as such and established pursuant to Section 5.02(c) of the Indenture.

“TA Account Schedule” means a true and complete list of Accounts, identified by account number (or by an alpha-numeric identifier that uniquely and objectively identifies the applicable account number), as delivered, supplemented and amended from time to time in accordance with Section 2.01(d) of the Transfer Agreement. The TA Account Schedule and each supplement thereto shall set forth, as applicable:

(a) with respect to each Initial Account or Additional Account, the aggregate amount of Receivables in such Account as of the applicable Cut-Off Date;

(b) with respect to each Automatic Additional Account, the aggregate amount of Receivables in such Account as of the last day of the Monthly Period in which such Account became an Automatic Additional Account;

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(c) with respect to any Transferred Account, identification of the Account replaced by such Transferred Account;

(d) with respect to any Related Account, identification of the Account to which such Related Account relates; and

(e) with respect to any Removed Account, the aggregate amount of Receivables in such Removed Account as of the applicable Removal Date.

“Termination Notice” has the meaning specified in Section 6.01.

“Transaction Documents” means with respect to any Series or Class of Notes, collectively, this Agreement, the Transfer Agreement, the Indenture, any applicable Indenture Supplement, the Trust Agreement, the Account Control Agreement and the Receivables Purchase Agreement.

“Transfer Agreement” means the Transfer Agreement, dated as of June 11, 2026, by and among the Transferor, the Issuer, and the Indenture Trustee, as amended, restated, supplemented or otherwise modified from time to time.

“Transferor” has the meaning specified in the first paragraph of this Agreement.

“Transferor Amount” means, for any Date of Processing, an amount, not less than zero, equal to (a) the Pool Balance as of the close of business on such Date of Processing minus (b) the Aggregate Allocation Amount as of the close of business on such Date of Processing.

“Transferred Account” means each credit card account to which the cardholder relationship and Receivables of an existing Account have been transferred (including as a result of product change, card conversion, account migration, or similar event) in accordance with the Account Guidelines; provided, that (a) such Transferred Account is a credit card account in an Approved Portfolio, including any Proprietary Portfolio, and (b) such Transferred Account can be traced or identified in the computer or other records of the Account Originator used to generate the TA Account Schedule. A Transferred Account shall become an Account upon the date of such transfer as reflected in the Account Originator’s records, and the Receivables therein shall be deemed to be Receivables transferred to the Trust. Transferred Accounts shall be identified on supplements to the TA Account Schedule, together with identification of the Account replaced by each such Transferred Account, delivered to the Issuer and the Indenture Trustee by the Transferor pursuant to Section 2.01(d) of the Transfer Agreement.

“Transfer Date” means the Business Day prior to the Distribution Date for a Series or Class of Notes.

“Transferor Interest” means an interest having such rights as are set forth in the Transfer Agreement and the other Transaction Documents, including the right to receive amounts specified in this Agreement, the Transfer Agreement, the Indenture or any Indenture Supplement to be distributed to the holders of the Transferor Interest; provided, that as used in the Transfer Agreement and in any Indenture Supplement, “Transferor Interest” shall mean either the uncertificated interest in the Transferor Interest or, if the Transferor elects to evidence its interest

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in the Transferor Interest in certificated form, a certificate executed and delivered by the Issuer and authenticated by the Owner Trustee evidencing the Transferor’s beneficial interest in the Trust Assets not allocated to any Series or Class of Notes.

“Transfer Restriction Event” means that the Seller is unable for any reason to transfer Receivables to BFF in accordance with the provisions of the Receivables Purchase Agreement, including by reason of the application of the provisions in Section 8.02 thereof or any order of any Governmental Authority.

“Trust” has the meaning specified in the first paragraph of this Agreement.

“Trust Assets” means (i) the Receivables existing at the opening of business on the Initial Transfer Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and thereafter created and arising from time to time in the Initial Accounts (unless such Initial Account has become a Removed Account) until the termination of the Trust, (ii) the Receivables existing at the opening of business on each applicable Addition Date, in the case of Receivables arising in the Additional Accounts and the Automatic Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts and such Automatic Additional Accounts), and thereafter created and arising from time to time in the Additional Accounts and the Automatic Additional Accounts (unless such Additional Account or such Automatic Additional Account has become a Removed Account) until the termination of the Trust, (iii) all Insurance Proceeds, Interchange, Recoveries and Merchant Discount Fees on or allocable to the Trust as provided in this Agreement and the Transfer Agreement, (iv) all monies due and to become due with respect to all of the foregoing, (v) all amounts received with respect to all of the foregoing, (vi) all proceeds thereof, (vii) the Transferor rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise), and (viii) all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Transfer Agreement, the Indenture and each Indenture Supplement, the rights of the Trust under the Transfer Agreement and the Trust Agreement and the property conveyed to the Trust under the Transfer Agreement shall constitute the assets of the Trust.

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of June 11, 2026, by and between the Transferor and the Owner Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“UCC” means the Uniform Commercial Code, as amended from time to time, as in effect in the relevant jurisdiction.

Section 1.02. Other Definitional Provisions.

(a) The terms defined in this Article have the meanings assigned to them in this Article, and, along with any other term defined in any Section of this Agreement, include the plural as well as the singular, and are applicable to the masculine as well as to the feminine and neuter genders of such terms.

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(b) All capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Transfer Agreement or, if not defined therein, in the Indenture or, if not defined therein, in the applicable Transaction Document.

(c) 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.

(d) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not otherwise defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation.

(e) The agreements, representations and warranties of Bread Financial Funding, LLC in this Agreement in its capacity as the Transferor shall be deemed to be the agreements, representations and warranties of such entity solely in such capacity for so long as such entity acts in such capacity under this Agreement. The agreements, representations and warranties of the Bank in this Agreement in its capacity as the Servicer shall be deemed to be the agreements, representations and warranties of such entity solely in such capacity for so long as such entity acts in such capacity under this Agreement.

(f) Any reference to each Rating Agency shall only apply to any specific nationally recognized statistical rating organization if such nationally recognized statistical rating organization is then rating any Outstanding Series or Class of Notes.

(g) Unless otherwise specified, references to any amount as on deposit or outstanding on any particular date shall mean such amount at the close of business on such day.

(h) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” means “including without limitation.” Unless the context otherwise requires, terms used herein that are defined in the New York UCC and not otherwise defined herein shall have the meanings set forth in the New York UCC.

[END OF ARTICLE I]

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ARTICLE II

DEPOSIT OF COLLECTIONS, ALLOCATIONS AND PAYMENTS

Section 2.01. Deposit of Collections; Direction to Indenture Trustee.

(a) Except as otherwise provided in clause (b) below, the Servicer, pursuant to the terms of this Agreement shall deposit all Collections into the Collection Account as promptly as possible after receipt by the Servicer, but in no event later than the second (2nd) Business Day following each Date of Processing. Deposits and commingling practices shall at all times be consistent with Item 1122(d)(2) of Regulation AB.

(b) Notwithstanding anything else in this Agreement to the contrary and unless otherwise required in the related Indenture Supplement, so long as the Partial Commingling Condition is satisfied on a Date of Processing: (i) the Servicer will only be required to deposit Collections into the Collection Account, on the second (2nd) Business Day following such Date of Processing, up to, but not in excess of, the Required Funding Amount; and (ii) the Servicer need not deposit into the Collection Account any amount allocated or to be allocated to the holders of the Transferor Interest pursuant to any Transaction Document and shall pay such amounts to the holders of the Transferor Interest on each Business Day or on such other periodic basis (but no less frequent than monthly). Subject to this clause (b), the Servicer may retain its Servicing Fee and shall not be required to deposit such Servicing Fee into the Collection Account. If on any Date of Processing the Partial Commingling Condition is not satisfied, the Servicer shall deposit all Collections into the Collection Account in accordance with clause (a) above until the Partial Commingling Condition is again satisfied. In connection with the foregoing, on or prior to each Determination Date, the Servicer shall certify the testing of and compliance with the Partial Commingling Condition in accordance with Section 3.10(c).

(c) On the second (2nd) Business Day following each Date of Processing, the amounts of Finance Charge Collections and Principal Collections allocable to each Outstanding Series and to the Transferor Interest shall be determined by the Servicer in accordance with Article V of the Indenture and the applicable Indenture Supplements, and shall be reflected in the Daily Report. The Default Amount and the Servicing Fee shall be determined by the Servicer and allocated on a Monthly Period basis in accordance with Section 5.04(b) and Section 5.06(b), respectively, of the Indenture, and the resulting Series Default Amounts and the portion (if any) allocable to the Transferor Interest shall be reflected in the Monthly Noteholders’ Statement. With respect to each Monthly Period, the Servicer shall deliver to the Indenture Trustee the Monthly Payment Instruction on the Determination Date directing the withdrawals, deposits and distributions to be made on the related Transfer Date and Distribution Date pursuant to Article V of the Indenture and the applicable Indenture Supplements. If a payment or transfer is to occur on a date that is not a Distribution Date as expressly provided in an Indenture Supplement (including any Optional Amortization), the Servicer shall deliver a Funding Instruction to the Indenture Trustee on or before the cut-off time specified in such Indenture Supplement.

Section 2.02. Payment of the Servicing Fee. As compensation for its servicing activities performed hereunder and as reimbursement for any expense incurred by it in connection therewith, the Servicer shall be entitled to receive the Servicing Fee with respect to each Monthly

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Period prior to the termination of the Trust pursuant to Article IX of the Trust Agreement. Except as otherwise retained pursuant to Section 2.01(b), the Servicing Fee for each Monthly Period shall be payable on the related Distribution Date.

Section 2.03. Adjustments for Miscellaneous Credits and Fraudulent Charges.

(a) If the Servicer adjusts downward the amount of any Receivable because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then, in any such case, the amount of Principal Receivables used to calculate the Transferor Amount, the Transferor Interest and (unless otherwise specified) any other amount required in any Transaction Document to be calculated by reference to the amount of Principal Receivables, will be reduced by the amount of the adjustment. Similarly, the amount of Principal Receivables used to calculate the Transferor Amount, the Transferor Interest and (unless otherwise specified) any other amount required in any Transaction Document to be calculated by reference to the amount of Principal Receivables, will be reduced by the amount of any Receivable which was discovered as having been created through a fraudulent or counterfeit charge or with respect to which the Transferor’s covenant contained in Section 2.8(b) of the Transfer Agreement was breached. Any adjustment required pursuant to either of the two preceding sentences shall be made on or prior to the end of the Monthly Period in which such adjustment obligation arises.

(b) If (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check which is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Receivable in respect of which a dishonored check is received shall be deemed not to have been paid. Notwithstanding the first two sentences of this paragraph, adjustments made pursuant to this Section 2.03 shall not require any change in any report previously delivered.

Section 2.04. Interchange and Merchant Discount Fees. The Transferor shall transfer to the Trust all Interchange and Merchant Discount Fees. All Interchange and Merchant Discount Fees shall be deemed to be, and shall be treated as, Finance Charge Collections under this Agreement, the Transfer Agreement and the Indenture. Subject to Section 2.01(b), the Servicer shall deposit to the Collection Account such amounts of Interchange and Merchant Discount Fees for the related Monthly Period. All Interchange and Merchant Discount Fees for any Monthly Period shall be deposited to the Collection Account no later than the related Transfer Date, in each case subject to the applicable Indenture Supplement (including any provisions regarding deposit caps or deemed retention and application).

[END OF ARTICLE II]

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ARTICLE III

SERVICING OF RECEIVABLES

Section 3.01. Acceptance of Appointment and Other Matters Relating to the Servicer.

(a) The Transferor hereby appoints the Bank as the Servicer under this Agreement and the Bank hereby accepts such appointment and agrees to act as the Servicer under this Agreement. The Noteholders, by their acceptance of the Notes, shall be deemed to consent to the Bank acting as Servicer.

(b) The Servicer shall service and administer the Receivables, shall collect and deposit into the Collection Account, the Excess Funding Account or any Supplemental Issuer Account payments due under the Receivables and shall charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 6.01, the Servicer or its designee is hereby authorized and empowered, (i) to instruct the Indenture Trustee in the Monthly Payment Instruction or any Funding Instruction to make deposits into, make allocations, withdrawals and payments to or from the Collection Account, the Excess Funding Account and any Supplemental Issuer Account as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to take any action required or permitted under the Indenture or any Indenture Supplement, (iii) to instruct the Indenture Trustee or the Trust in writing, as set forth in this Agreement, (iv) to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence collection or enforcement proceedings with respect to such Receivables, and (v) at the expense of the Transferor, to make any filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the Commission and any state securities authority on behalf of the Trust as may be necessary or advisable to comply with applicable federal and state securities and reporting requirements. In any action or proceeding that is described in clause (iv) of the preceding sentence, (A) the Servicer, whether acting in its own name or on behalf of another and whether acting alone or through another, adequately represents each of the Transferor’s, the Trust’s and the Indenture Trustee’s interests, (B) each of the Transferor, the Trust and the Indenture Trustee will be bound by that action or by any judgment or other ruling in that proceeding, and (C) complete and final relief can be accorded among the parties to that action or proceeding without joining the Transferor, the Trust or the Indenture Trustee. Nothing in the immediately preceding sentence applies to interests of or claims against the Indenture Trustee in its individual capacity or will relieve the Servicer of its obligation to service and administer the Receivables in accordance with the Servicer’s customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Guidelines. Each of the Indenture Trustee and the Trust agree that it shall promptly follow the instructions of the Servicer to withdraw funds from the applicable

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Issuer Account and to take any action required under the Indenture or any Indenture Supplement. Each of the Indenture Trustee and the Trust shall execute and furnish the Servicer with such documents as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

(c) The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other comparable receivables.

(d) The Servicer shall comply with and perform its servicing obligations with respect to the Accounts and the Receivables in accordance with the Account Agreements relating to the Accounts and the Account Guidelines and all applicable Requirements of Law affecting the Accounts and the Receivables, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders.

(e) Except as otherwise provided herein, the Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the servicing activities hereunder.

Section 3.02. Representations and Warranties of the Servicer. The Bank, as initial Servicer, hereby makes, and any Successor Servicer by its appointment hereunder shall make, with respect to itself, on the Execution Date, Initial Transfer Date, each Addition Date and each Issuance Date on which it is the Servicer (and on the date of any such appointment), the following representations and warranties on which the Transferor, the Trust, the Owner Trustee and the Indenture Trustee shall be deemed to have relied in accepting each Receivable in trust under this Agreement, the Transfer Agreement and the Indenture, as applicable, and in entering into this Agreement, the Transfer Agreement, the Indenture and any Indenture Supplement:

(a) Organization and Good Standing. The Servicer is an entity validly existing in good standing under the applicable law of the jurisdiction of its incorporation and has, in all material respects, full power and authority to own its properties and conduct its servicing business as presently owned or conducted, and to execute, deliver and perform its obligations under this Agreement.

(b) Due Qualification. The Servicer is duly qualified to do business and is in good standing as a foreign corporation or other foreign entity (or is exempt from such requirements) and has obtained all necessary licenses and approvals in each jurisdiction in which the servicing of Receivables as required by this Agreement requires such qualification, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations as Servicer under this Agreement.

(c) Due Authorization. The execution, delivery, and performance by the Servicer of this Agreement and the other agreements and instruments executed or to be executed by the Servicer as contemplated hereby have been duly authorized by the Servicer by all necessary corporate action on the part of the Servicer.

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(d) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws or by general principles of equity.

(e) No Conflict or Violation. The execution and delivery by the Servicer of this Agreement, the performance by the Servicer of the transactions contemplated by this Agreement and the fulfillment by the Servicer of its obligations under this Agreement will not conflict with or violate any Requirements of Law applicable to the Servicer or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it or its properties are bound.

(f) No Proceedings. There are no Proceedings or investigations pending or, to the best knowledge of the Servicer, threatened, against the Servicer before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (iii) seeking any determination or ruling that, in the reasonable judgment of the Servicer, would materially and adversely affect the performance by the Servicer of its obligations under this Agreement.

(g) All Consents. All authorizations, consents, orders or approvals of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery by the Servicer of this Agreement and the performance by the Servicer of the transactions contemplated by this Agreement, have been duly obtained, effected or given and are in full force and effect.

(h) Ordinary Course of Business. The Servicer entered into this Agreement in the ordinary course of business and not with intent to hinder, delay or defraud the Bank or its creditors.

(i) Compliance With Requirements of Law. The Servicer shall duly satisfy all obligations on its part to be fulfilled under or in connection with each Receivable and the related Account, if any, will maintain in effect all qualifications required under Requirements of Law in order to service properly each Receivable and the related Account, if any, and will comply in all material respects with all other Requirements of Law in connection with servicing each Receivable and the related Account, if any, the failure to comply with which would have an Adverse Effect.

(j) No Rescission or Cancellation. The Servicer shall not authorize any rescission or cancellation of any Receivable, except in accordance with the Account Guidelines or as ordered by a court of competent jurisdiction or other Governmental Authority. In addition, the Servicer may waive the accrual or payment of certain Finance Charge Receivables in respect of certain past due Accounts, the Obligors of which have enrolled with a consumer credit counseling service, and the Receivables in such Accounts shall not fail to be Eligible Receivables solely as a result of such waiver.

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(k) Protection of Rights. The Servicer shall take no action which, nor omit to take any action the omission of which, would impair the rights of the Trust, the Indenture Trustee or the Noteholders in any Receivable, nor shall it reschedule, revise or defer payments due on any Receivable except in accordance with the Account Guidelines, nor shall it sell any Trust Assets except as provided in any Transaction Document.

(l) Receivables Not To Be Evidenced by Instruments. Except in connection with its enforcement or collection of an Account, the Servicer will take no action to cause any Receivable to be evidenced by any instrument (as defined in the UCC) and, if any Receivable is so evidenced as a result of the Servicer’s action, it shall be assigned or reassigned to the Servicer as provided in this Section 3.02.

(m) Records. This Agreement has been approved by either the board of directors of the Servicer or by the asset and liability management committee of the Servicer and such approval is reflected in the minutes of such board or committee. This Agreement has been, continuously, from the time of execution, in the official record of the Servicer.

In the event any of the representations, warranties or covenants of the Servicer contained in Section 3.02(i), (j), (k) or (l) with respect to any Receivable or the related Account is breached, and such breach has a material adverse effect on the interest of the Indenture Trustee or the Trust in such Receivable and is not cured within sixty (60) days (or such longer period, not in excess of one hundred fifty (150) days, as may be agreed to by the Indenture Trustee and the Transferor) of the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of notice of such event given by the Indenture Trustee or the Transferor, each such Receivable or, at the option of the Transferor, all Receivables in the Account or Accounts to which such event relates shall be reassigned or assigned and transferred to the Servicer on the terms and conditions set forth below; provided, however, that such Receivables will not be reassigned or assigned to the Servicer if, on any day prior to the end of such 60-day or longer period, (i) the relevant representation and warranty shall be true and correct, or the related covenant shall have been complied with, in all material respects and (ii) the Servicer shall have delivered to the Transferor and the Indenture Trustee a certificate of an Authorized Officer of the Servicer describing the nature of the breach and the manner in which such breach was cured.

The Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Date following the Monthly Period in which such assignment obligation arises in an amount equal to the amount of such Receivables, which deposit shall be considered a Collection with respect to such Receivable and shall be applied in accordance with Article V of the Indenture and each Indenture Supplement. Such deposit shall be identified in the related Monthly Noteholders’ Statement.

Upon each such assignment to the Servicer, the Indenture Trustee and the Trust shall automatically and without further action sell, transfer, assign, set over and otherwise convey to the Servicer, without recourse, representation or warranty, all right, title and interest of the Indenture Trustee and the Trust in, to and under such Receivables, all Recoveries with respect thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. The Indenture Trustee and the Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested

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by the Servicer to effect the conveyance of any such property pursuant to this Section 3.02. The obligation of the Servicer to accept assignment of such property, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Noteholders (or the Indenture Trustee on behalf of the Noteholders) or the Trust.

Section 3.03. Reports and Records for the Trust, the Indenture Trustee and the Transferor.

(a) Daily Reports. On the second (2nd) Business Day immediately following each Date of Processing, the Servicer shall prepare and make available or cause to be made available at the office of the Servicer for inspection by the Trust, the Indenture Trustee and the Transferor upon request a report (the “Daily Report”) setting forth (i) the aggregate amount of Collections, Principal Collections, and Finance Charge Collections processed by the Servicer on such Date of Processing; (ii) the aggregate amount of Defaulted Receivables for such Date of Processing, and (iii) the aggregate amount of Receivables as of such Date of Processing in each Account. The Daily Report is provided for reconciliation and informational purposes only and shall not constitute a certificate or an instruction under any Transaction Document.

(b) Monthly Reports. On each Determination Date, the Servicer shall, with respect to each Outstanding Series, deliver to the Owner Trustee, the Indenture Trustee, the Transferor and each Rating Agency (i) the Monthly Noteholders’ Statement and (ii) a certificate of an Authorized Officer substantially in the form specified in the related Indenture Supplement (“Monthly Servicer’s Certificate”), each of which shall be posted to the Indenture Trustee’s website maintained pursuant to the Indenture. The Monthly Noteholders’ Statement shall include the aggregate amounts of Finance Charge Collections, Principal Collections, Default Amount and Servicing Fee allocable to each Outstanding Series and to the Transferor Interest for the related Monthly Period, derived from the determinations made with respect to each Date of Processing during such Monthly Period. The Monthly Noteholders’ Statement shall also set forth, for the related Monthly Period, the Default Amount, each Series’ Monthly Allocation Percentage and the resulting Series Default Amount for each Outstanding Series, together with the portion, if any, allocated to the Transferor Interest. The Monthly Noteholders’ Statement and any Monthly Payment Instruction shall be prepared by the Servicer in good faith in accordance with the Indenture and any applicable Indenture Supplement. The Servicer shall calculate and report the Delinquency Percentage and any other trigger metrics as specified in the Indenture and any applicable Indenture Supplement, and the occurrence or non-occurrence of any trigger shall be determined pursuant to the Indenture and the other Transaction Documents. The Indenture Trustee shall make the Monthly Noteholders’ Statement available as received from the Servicer, may conclusively rely on the Servicer’s reports and certificates, and shall have no duty to investigate, recompute, or verify the information therein.

(c) Regulation RR Calculations and Reporting. On or prior to the Transfer Date and as of the last day of each Monthly Period, the Servicer shall calculate the Seller’s Interest Amount, the Required Seller’s Interest Amount and such other information as required under Regulation RR as set forth in the Transfer Agreement or applicable Indenture Supplement. The Servicer shall provide such calculations and related information to the Administrator in time for

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inclusion in the Monthly Noteholders’ Statement and any related Form 10-D and other Exchange Act reporting in accordance with Article IX.

Section 3.04. Annual Certificate of Servicer. The Servicer shall deliver to the Indenture Trustee, the Owner Trustee, the Transferor and each Rating Agency on or before the ninetieth (90th) day following the end of each fiscal year, beginning with the fiscal year ending December 31, 2026, the statement of compliance required under Item 1123 of Regulation AB with respect to such fiscal year, which statement will be in the form of an Officer’s Certificate of the Servicer (with appropriate insertions) to the effect that (a) a review of the activities of the Servicer during such fiscal year and of its performance under this Agreement was made under the supervision of the officer signing such certificate and (b) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such fiscal year or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.

Section 3.05. Annual Servicing Report of Independent Public Accountants; Copies of Reports Available.

(a) On or before the ninetieth (90th) day following the end of each fiscal year, beginning with the fiscal year ending December 31, 2026, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish to the Indenture Trustee, the Owner Trustee, the Servicer, the Transferor and each Rating Agency each attestation report on assessments of compliance with the Servicing Criteria with respect to the Servicer or any Affiliate thereof during the related fiscal year delivered by such accountants pursuant to Rule 13(a)-18 or Rule 15(d)-18 of the Exchange Act and Item 1122 of Regulation AB.

(b) A copy of each certificate and report provided pursuant to Section 3.03(b), Section 3.04 or this Section 3.05 may be obtained by any Noteholder or Note Owner by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office.

Section 3.06. Notices to the Transferor. In the event that the Bank is no longer acting as Servicer, any Successor Servicer shall thereafter deliver or make available to the Transferor each certificate and report required to be provided thereafter pursuant to Section 3.03(b), Section 3.04 and Section 3.05.

Section 3.07. Reserved.

Section 3.08. Reports to the Commission. The Servicer, acting as Administrator, shall, on behalf of the Trust and at the expense of the Transferor, cause to be filed with the Commission any periodic reports required to be filed under the provisions of the Exchange Act. The Transferor shall, at its own expense, cooperate in any reasonable request of the Servicer in connection with such filings.

Section 3.09. Defaulted Receivables Assigned for Collection. On the date any Receivable becomes a Defaulted Receivable, the Transferor shall automatically and without further action or consideration assign to the Servicer, solely for the purpose of collection, without

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recourse, representation or warranty, such Defaulted Receivable and any related Finance Charge Receivables. The Servicer agrees to take appropriate actions to collect all amounts due with respect to Defaulted Receivables assigned to it under this provision (including any related Finance Charge Receivables), in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Defaulted Receivables, the Account Guidelines, and the terms of this Agreement. With respect to any Defaulted Receivable assigned to the Servicer under this provision (including any related Finance Charge Receivables), including Insurance Proceeds and the net proceeds of any sale of any such Defaulted Receivable (including any related Finance Charge Receivables), the Servicer shall, on or prior to the Transfer Date for the Monthly Period in which the collection of any such amounts were received by the Servicer and subject to Section 2.01(b), transfer such amounts to the Indenture Trustee for deposit into the Collection Account. Such amounts shall be treated as Recoveries.

Section 3.10. Covenants of the Servicer.

(a) The Servicer will maintain this Agreement, continuously, from the time of execution, in the official record of the Servicer.

(b) To the fullest extent permitted by applicable law, if the Issuer is required to pay penalties assessed against the Issuer due to and in connection with Subchapter 30 of Title 20 of New York City’s Administrative Code, then the Servicer shall indemnify the Issuer for any such penalties to be paid by the Issuer.

(c) On or prior to each Determination Date, the Servicer shall deliver to the Indenture Trustee, the Transferor and each Rating Agency an Officer’s Certificate confirming that (A) the Partial Commingling Condition (as described in Section 2.01(b)) has been tested on each Date of Processing during the preceding Monthly Period and (B) if on any Date of Processing during such Monthly Period the Partial Commingling Condition is not satisfied, the date(s) on which the Partial Commingling Condition was not satisfied and confirmation that the Servicer deposited all Collections on such dates in accordance with Section 2.01(a). Delivery of such Officer’s Certificate to the Indenture Trustee pursuant to this Section 3.10(c) is for informational purposes only, and the Indenture Trustee’s receipt thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Servicer’s compliance with any of its covenants under this Agreement. The Indenture Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Servicer’s compliance with the Partial Commingling Condition.

[END OF ARTICLE III]

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ARTICLE IV

ADMINISTRATION OF THE TRUST; DUTIES OF THE ADMINISTRATOR

Section 4.01. Appointment of Administrator; Duties of Administrator.

(a) The Issuer hereby appoints the Bank to act as initial Administrator, subject to Section 4.08.

(b) Duties of Administrator with Respect to the Transaction Documents. The Administrator shall consult with the Beneficiary and the Owner Trustee, as appropriate, regarding the duties of the Issuer and the Owner Trustee under the Transaction Documents. The Administrator shall monitor the performance of the Issuer and shall advise the Beneficiary and the Owner Trustee when action is necessary to comply with (x) the Issuer’s duties under the Transaction Documents, (y) the Owner Trustee’s duties under the Trust Agreement, and (z) any ministerial delivery, receipt or execution obligations of the Owner Trustee that are expressly set forth in the other Transaction Documents. Except as expressly set forth in the Trust Agreement, the Owner Trustee has no duties under any Transaction Document. The Owner Trustee shall have no obligation to take any action unless instructed otherwise by the Beneficiary in accordance with the Trust Agreement. The Administrator shall prepare for execution by the Issuer, the Owner Trustee or the Beneficiary on behalf of the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer, the Beneficiary or the Owner Trustee to prepare, file or deliver pursuant to any Transaction Document. Without limiting the generality of Section 4.01(c), the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture and any Indenture Supplement with respect to the following matters under the Indenture and any Indenture Supplement (parenthetical references are to Articles or Sections of the Indenture):

(i) the duty to cause the Note Register to be kept, and, if the Indenture Trustee is at any time or for any Series not acting as the Note Registrar, to notify the Indenture Trustee of the appointment of a new Note Registrar or Note Registrar for a specific Series and the location, or change in location, of the Note Registrar (Section 4.04(a) of the Indenture) and the Series for which such Note Registrar has been appointed;

(ii) preparing or obtaining the documents, legal opinions and instruments required for execution, authentication and delivery of the Notes, and delivery of the same to the Indenture Trustee for authentication (Section 4.03, Section 4.04 and Section 4.09 of the Indenture), providing for the replacement of mutilated, destroyed, lost or stolen Notes (Section 4.05 of the Indenture), providing for the exchange or transfer of Notes (Section 4.04 of the Indenture) and, to the extent set forth in the related Indenture Supplement, notifying each Rating Agency in writing of the issuance of any Series or Class of Notes;

(iii) opening Issuer Accounts for the Issuer (Section 5.02 of the Indenture);

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(iv) directing the Indenture Trustee with respect to the investment of funds in the Issuer Accounts (Section 5.03 of the Indenture);

(v) preparing or obtaining the documents, legal opinions and instruments required to be delivered to the Indenture Trustee with respect to the satisfaction and discharge of the Indenture (Section 6.01(c) of the Indenture) and preparing the documents necessary for the Indenture Trustee to acknowledge the same (Section 6.01 of the Indenture);

(vi) on the resignation or removal of any Indenture Trustee, appointing a successor Indenture Trustee (Section 8.10(e) of the Indenture) and giving written notice of such resignation or removal and appointment to each Noteholder (Section 8.10(f) of the Indenture);

(vii) preparing or causing to be prepared tax returns for the Issuer (if required) and the reporting information for the Noteholders (Section 8.15 of the Indenture);

(viii) to the extent the Indenture Trustee is not acting as the Note Registrar, furnishing to the Indenture Trustee a list of the names and addresses of the Registered Noteholders not more than fifteen (15) days after each Record Date or at such other times as the Indenture Trustee may request in writing (Section 9.01 of the Indenture);

(ix) establishing reasonable rules for matters relating to any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Indenture to be given or taken by Noteholders (Section 1.04 of the Indenture);

(x) preparing for the Issuer such filings for filing with the Commission, and providing the Indenture Trustee with copies thereof once filed, as required by the Exchange Act or otherwise as in accordance with rules and regulations prescribed from time to time by the Commission (Section 9.04 of the Indenture);

(xi) causing the Servicer to prepare, complete, and deliver to the Note Registrar, the Indenture Trustee, and the Transferor (with a copy to each Rating Agency), a Monthly Noteholders’ Statement (Section 9.05 of the Indenture);

(xii) preparing or obtaining any necessary Opinion of Counsel, Issuer Tax Opinion, Officer’s Certificate, or other document or instrument as may be required in connection with any supplemental indenture or amendment to the Indenture or any Indenture Supplement (Article X of the Indenture);

(xiii) giving notice to each Rating Agency and collecting the vote of Noteholders, as necessary, in connection with any supplemental indenture or amendment to the Indenture or any Indenture Supplement (Article X of the Indenture);

(xiv) appointing Paying Agents (Section 11.02 of the Indenture) and causing any such Paying Agents, if not the Indenture Trustee, to execute and deliver to the Indenture Trustee an instrument pursuant to which it agrees to act as Paying Agent as set forth in Section 11.03 of the Indenture;

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(xv) preparing Officer’s Certificates of the Issuer directing any Paying Agent, if not the Indenture Trustee, to pay to the Indenture Trustee sums held in trust by the Issuer or such Paying Agent for the purpose of discharging the Indenture (Section 11.03 of the Indenture);

(xvi) preparing written statements for execution by an Authorized Officer (Section 11.04 of the Indenture);

(xvii) performing or causing to be performed all things necessary to preserve and keep in full force and effect the legal existence of the Issuer (Section 11.05 of the Indenture);

(xviii) giving prompt written notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture (Section 11.08 of the Indenture);

(xix) providing to Noteholders and prospective Noteholders information required to be provided by the Issuer pursuant to Rule 144A under the Securities Act (Section 11.11 of the Indenture);

(xx) preparing and causing the Issuer to file UCC financing statements, amendments to such financing statements and continuation statements (Section 11.12 of the Indenture);

(xxi) preparing or obtaining the instruments, documents, agreements and legal opinions required to be delivered by the Issuer and preparing any notice required to be given to the Rating Agencies, in connection with the merger or consolidation of the Issuer with any other Person (Section 11.13(a) of the Indenture) or the conveyance or transfer of any of the Issuer’s property or assets (Section 11.13(b) of the Indenture);

(xxii) giving written notice to the affected Noteholders of any optional repurchase by the Trust or the Transferor (Section 12.02 of the Indenture) and to the Indenture Trustee and each Rating Agency with respect to any such optional repurchase or Early Amortization Event (Section 12.03 of the Indenture);

(xxiii) to the extent set forth herein or in the Indenture, preparing or obtaining the instruments, documents, agreements and legal opinions required to be delivered by the Issuer, the Owner Trustee and/or the Indenture Trustee and preparing any notice required to be given by the Issuer to the Rating Agencies, the Owner Trustee, the Indenture Trustee and the Servicer in connection with addition or removal of Collateral, and designating such Collateral to be added or removed, as the case may be;

(xxiv) to the extent set forth herein or in the Indenture, taking, or assisting the Issuer and/or the Indenture Trustee in taking, all actions necessary and advisable to perfect and maintain the perfection of the lien of the Indenture on the Collateral in favor of the Indenture Trustee and preparing for execution and delivery or filing by the Issuer all such supplements and amendments to this Agreement and the Indenture and all such

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financing statements, amendments to such financing statements, instruments of further assurance and other instruments; and

(xxv) to the extent set forth herein or in the Indenture, obtaining legal opinions with respect to the security interest in the Collateral.

(c) Additional Duties.

(i) In addition to the duties of the Administrator set forth above, the Administrator shall perform such calculations and shall prepare for execution by the Issuer and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Transaction Documents, and shall cause the Issuer to take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Transaction Documents. Subject to Section 4.05 of this Agreement, and in accordance with the directions of the Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Beneficiary or the Owner Trustee and are reasonably within the capability of the Administrator.

(ii) The Administrator shall perform the duties expressly required to be performed by the Administrator under the Trust Agreement, if any.

(iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

(iv) The Issuer shall execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such reports, filings, certificates and opinions.

(d) Non-Ministerial Matters.

(i) Notwithstanding any other provision of this Agreement, with respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee on behalf of the Trust and the Beneficiary of the proposed action and the Trust shall have provided consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

(a) the amendment of or any supplement to the Indenture;

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(b) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection or enforcement of the Collateral);

(c) the amendment, change or modification of the Transaction Documents;

(d) the appointment of successor Note Registrars, successor Paying Agents and successor trustees pursuant to the Indenture or the appointment of successor Administrators, or the consent to the assignment by the Note Registrar, Paying Agent or applicable trustee of its obligations under the Indenture;

(e) the removal of the Indenture Trustee;

(f) the allocation, deposit, withdrawal or payment of funds under any Transaction Document, including the timing or amount of any of the foregoing;

(g) the waiver of any default under any document, agreement, or instrument;

(h) the release of any part of the Collateral except in accordance with the Transaction Documents and Section 4.01(b) hereof;

(i) the entering into of any agreement by the Trust or the Owner Trustee;

(j) any matter described in ARTICLE V of the Trust Agreement;

(k) any matter that is reserved to the discretion of the Issuer under any Transaction Document or that could have a material impact on the financial condition of the Trust or any Noteholder; and

(l) any filings required by the Delaware Statutory Trust Act.

(ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (A) make any payments to the Noteholders or the Transferor under the Transaction Documents, (B) take any other action that the Issuer directs the Administrator not to take on its behalf, (C) take any action that would result in a violation or breach of the covenants, agreements or obligations of the Trust or the Owner Trustee under any of the Transaction Documents, (D) pay or incur any obligation or liability of the Trust or the Owner Trustee, (E) execute any document, agreement or instrument in the name of the Trust or the Owner Trustee, (F) initiate or compromise any claim or lawsuit in the name of the Owner Trustee, (G) have possession

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of any assets of the Trust, or (H) dispose of any assets of the Trust or the Owner Trustee, whether by sale, pledge or otherwise.

(e) No Liability for Obligations of Other Parties. For the avoidance of doubt and notwithstanding the foregoing or any act or omission taken by the Administrator hereunder on behalf of the Trust or the Owner Trustee, the obligations of the Trust hereunder and under the Transaction Documents and the Owner Trustee under the Trust Agreement shall remain solely the obligations of the Trust and the Owner Trustee, respectively, and no such act or omission by the Administrator shall cause the Administrator or any of its Affiliates to be liable for any such obligation.

Section 4.02. Records. The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer, the Owner Trustee, the Indenture Trustee and the Transferor at any time during normal business hours.

Section 4.03. Compensation. As compensation for the performance of the Administrator’s obligations under this Agreement, the Administrator shall be entitled to compensation in the amount of $2,500 per month, in addition to reimbursement for its liabilities and extra out-of-pocket expenses related to its performance hereunder or under any Transaction Document. Such amounts shall be paid by the Transferor in accordance with Section 6.3 of the Transfer Agreement.

Section 4.04. Additional Information to Be Furnished to Issuer and Indenture Trustee. The Administrator shall furnish to the Issuer or the Indenture Trustee from time to time such additional information regarding the Transaction Documents and the Trust as each of them shall reasonably request.

Section 4.05. Independence of Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer or the Owner Trustee, respectively, the Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.

Section 4.06. No Joint Venture. Nothing contained in this Agreement shall (a) constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) be construed to impose any liability as such on any of them or (c) be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

Section 4.07. Other Activities of Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such

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person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.

Section 4.08. Termination, Resignation and Removal of Administrator.

(a) Subject to Section 4.08(d), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days prior written notice.

(b) Subject to Section 4.08(d), the Issuer or the Transferor may, with written notice to each Rating Agency, remove the Administrator without cause by providing the Administrator with at least sixty (60) days prior written notice.

(c) Subject to Section 4.08(d), at the sole option of the Issuer or the Transferor and with written notice to each Rating Agency, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur:

(i) the Administrator shall default in the performance of any of its duties under this Agreement and, after written notice of such default, shall not cure such default within sixty (60) days (or, if such default cannot be cured in such time, shall not give within sixty (60) days such assurance of cure as shall be reasonably satisfactory to the Transferor and the Issuer);

(ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable Debtor Relief Law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or

(iii) the Administrator shall commence a voluntary case under any applicable Debtor Relief Law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of its creditors or shall fail generally to pay its debts as they become due.

The Administrator agrees that if any of the events specified in clause (ii) or (iii) of this Section 4.08(c) shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven (7) days after the happening of such event.

(d) No termination, resignation or removal of the Administrator pursuant to this Section 4.08 shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder.

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Section 4.09. Action Upon Termination, Resignation or Removal. Promptly upon the effective date of termination of the Administrator pursuant to Section 4.08(c) or the resignation or removal of the Administrator pursuant to Section 4.08(a) or (b), respectively, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it up to the date of such resignation or removal. The Administrator shall forthwith upon such termination pursuant to Section 4.08(c) deliver to the Issuer all property of the Issuer and all documents relating to the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 4.08(a) or (b), respectively, the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator.

Section 4.10. Liability of the Administrator. The Administrator shall be liable under this ARTICLE IV only to the extent of the obligations specifically undertaken by the Administrator in its capacity as Administrator.

Section 4.11. Limitation on Liability of the Administrator and Others. Neither the Administrator nor any of the directors, officers, employees, members or agents of the Administrator shall be under any liability to the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders, the Transferor, the Servicer or any other Person for any action taken, or for refraining from the taking of any action, in good faith in its capacity as Administrator pursuant to this Agreement; provided, however, that this provision shall not protect the Administrator or any directors, officers, employees, members or agents of the Administrator against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Administrator and any director, officer, employee, member or agent of the Administrator may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Administrator) respecting any matters arising hereunder. The Administrator shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Administrator in accordance with this Agreement and which in its reasonable judgment may involve it in any expense or liability. The Administrator may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Noteholders with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Noteholders hereunder.

[END OF ARTICLE IV]

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ARTICLE V

OTHER MATTERS RELATING TO THE SERVICER

Section 5.01. Liability of the Servicer. The Servicer shall be liable under this ARTICLE V only to the extent of the obligations specifically undertaken by the Servicer in its capacity as Servicer.

Section 5.02. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer. The Servicer shall not consolidate with or merge into any other Person or convey, transfer or sell its properties and assets substantially as an entirety to any Person, unless:

(a) (i) the Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance, transfer or sale the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, a corporation or a banking association organized and existing under the laws of the United States of America or any state or the District of Columbia, and, if the Servicer is not the surviving entity, such Person shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust and the Indenture Trustee, in form satisfactory to the Trust and the Indenture Trustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); and

(ii) the Servicer has delivered to the Transferor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate of the Servicer and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or sale comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction have been complied with.

(b) the Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance, transfer or sale the properties and assets of the Servicer substantially as an entirety shall be or shall be immediately thereafter an Eligible Servicer.

(c) the Servicer shall notify the Rating Agencies promptly after any such consolidation, merger or transfer of properties and assets.

Section 5.03. Limitation on Liability of the Servicer and Others. Except as provided in Section 5.04, neither the Servicer nor any of the directors, officers, employees, members or agents of the Servicer shall be under any liability to the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders, the Transferor or any other Person for any action taken, or for refraining from the taking of any action, in good faith in its capacity as Servicer pursuant to this Agreement; provided, however, that this provision shall not protect the Servicer or any directors,

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officers, employees, members or agents of the Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Servicer and any director, officer, employee, member or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Servicer) respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Servicer in accordance with this Agreement and which in its reasonable judgment may involve it in any expense or liability. The Servicer may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Noteholders with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Noteholders hereunder.

Section 5.04. Servicer Indemnification of the Owner Trustee, the Indenture Trustee and the Trust.

(a) To the fullest extent permitted by applicable law, the Servicer shall indemnify and hold harmless each of the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustee predecessor thereto (including the Indenture Trustee in its capacity as Note Registrar or as Paying Agent) and their respective directors, officers, employees, members and agents from and against any and all reasonable loss, liability, expense, damage or injury arising out of or relating to any claims, actions or proceedings brought or asserted by third parties which are suffered or sustained by reason of (i) any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (ii) the administration of the Trust by the Owner Trustee, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim; provided, however, that (A) with respect to the Owner Trustee (as such or in its individual capacity), the foregoing shall not apply to the extent resulting from its gross negligence or willful misconduct, and (B) with respect to the Indenture Trustee (including in its capacity as Note Registrar or as Paying Agent), the foregoing shall not apply to the extent resulting from its negligence or willful misconduct. Any indemnification under this Section 5.04 shall not be payable from the Trust Assets, but shall be payable only from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the resignation or removal of the Owner Trustee and the Indenture Trustee and the termination of this Agreement.

(b) To the fullest extent permitted by applicable law, the Servicer shall indemnify and hold harmless the Trust from and against any and all reasonable loss, liability, expense, damage or injury arising out of or relating to any claims, actions or proceedings brought or asserted by third parties which are suffered or sustained by reason of or relating to any material breach of Servicer’s obligations under this Agreement; provided, however, that the Servicer shall not indemnify the Trust if such breach is caused by negligence or willful misconduct by the Trust. Any such indemnification shall not be payable from the Trust Assets, but shall be payable only from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer and the termination of this Agreement.

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Section 5.05. Resignation of the Servicer. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Transferor, the Trust and the Indenture Trustee, in form satisfactory to the Transferor, the Trust and the Indenture Trustee, of the obligations and duties of the Servicer hereunder by any of its Affiliates or by any other entity if the Rating Agency Condition has been satisfied; provided that, in either case, the party assuming the obligations and duties of the Servicer qualifies as an Eligible Servicer. Any determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Transferor, the Owner Trustee and the Indenture Trustee. No resignation shall become effective until the Indenture Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.02. The resigning Servicer shall continue to perform its obligations until the earlier of (x) the appointment and acceptance of a Successor Servicer and (y) the Indenture Trustee’s assumption pursuant to Section 6.02. If, within one hundred twenty (120) days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above, the Indenture Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor Servicer (but shall have continued authority to appoint another Person as Successor Servicer). Notwithstanding the foregoing, the Indenture Trustee shall, if it is unwilling or legally unable so to act, petition a court of competent jurisdiction at the expense of the resigning Servicer to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Successor Servicer shall give prompt notice to each Rating Agency upon its appointment as Successor Servicer. Notwithstanding anything in this Agreement to the contrary, the Bank, as Servicer, may assign part or all of its obligations and duties as Servicer under this Agreement to an Affiliate of the Bank so long as the Bank shall have fully guaranteed the performance of such obligations and duties under this Agreement. Any such assignment described in the preceding sentence will not constitute a resignation within the meaning of this Section 5.05.

Section 5.06. Access to Certain Documentation and Information Regarding the Collateral. The Servicer shall provide to the Trust and the Indenture Trustee access to documentation regarding the Accounts and the Receivables in such cases where the Indenture Trustee is required in connection with the enforcement of the rights of Noteholders or by applicable statutes or regulations to review such documentation, such access being afforded without charge but only (a) upon reasonable request, (b) during normal business hours, (c) subject to the Servicer’s normal information security, data protection and confidentiality procedures or such procedures as the Servicer may deem reasonably necessary and (d) at reasonably accessible offices in the continental United States designated by the Servicer. Nothing in this Section 5.06 shall derogate from the obligation of the Transferor, the Trust, the Owner Trustee, the Indenture Trustee and the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this Section 5.06 as a result of such obligation shall not constitute a breach of this Section 5.06.

Section 5.07. Delegation of Duties. Subject to Section 9.05, in the ordinary course of business, the Servicer may at any time delegate all or part of its duties hereunder to any Person that agrees to conduct such duties in accordance with the Account Guidelines and this Agreement.

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Any such delegation shall not relieve the Servicer of its liability and responsibility with respect to such duties, and shall not constitute a resignation within the meaning of Section 5.05.

Section 5.08. Examination of Records. The Servicer shall indicate generally in its computer files or other records that the Receivables arising in the Accounts have been conveyed to the Trust pursuant to the Transfer Agreement and assigned to the Indenture Trustee under the Indenture. The Servicer shall, prior to the sale or transfer to a third party of any receivable held in its custody, examine its computer records and other records to determine that such receivable is not, and does not include, a Receivable, except to the extent such Receivable arises in a Removed Account.

Section 5.09. Notice of Breach of Representations and Warranties. Upon discovery by the Servicer of a breach of the representations and warranties set forth in Section 2.03 or Section 2.04 of the Transfer Agreement, the Servicer shall give prompt written notice to the Transferor, the Indenture Trustee and the Owner Trustee following such discovery.

[END OF ARTICLE V]

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ARTICLE VI

SERVICER DEFAULTS

Section 6.01. Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing:

(a) any failure by the Servicer to make any payment, transfer or deposit or to give notice or instructions to the Indenture Trustee to make any required payment, transfer or deposit on the date the Servicer is required to do so under the terms of this Agreement, the Indenture or any applicable Indenture Supplement, or within the applicable grace period, which will not exceed five (5) Business Days; provided, however, that any such failure caused by a non-willful act of the Servicer shall not constitute a Servicer Default if the Servicer, acting without willful misconduct, promptly remedies such failure within five (5) Business Days after receiving notice of such failure or otherwise becoming aware of such failure;

(b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement which has an Adverse Effect on any Noteholders and which continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders evidencing not less than 50% of the Outstanding Principal Amount of the Outstanding Notes (or, with respect to any such failure that does not relate to all Series and Classes of Notes, not less than 50% of the Outstanding Principal Amount of all Series and Classes of Notes to which such failure related); or the Servicer shall assign or delegate its duties under this Agreement, except as permitted by Section 5.02, Section 5.05 and Section 5.07;

(c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant hereto shall prove to have been incorrect when made, which has an Adverse Effect on the rights of any Noteholders and which Adverse Effect continues for a period of sixty (60) days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders evidencing not less than 50% of the Outstanding Principal Amount of the Outstanding Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series and Classes of Notes, not less than 50% of the Outstanding Principal Amount of all Series and Classes of Notes adversely affected by such representation, warranty or certification);

(d) the Servicer shall consent to the appointment of a bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or a conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order

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shall have remained in force undischarged or unstayed for a period of sixty (60) days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable Debtor Relief Law, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations and such petition shall not have been dismissed within sixty (60) days of the filing thereof; or

(e) any other Servicer Default described in any Indenture Supplement;

then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or Noteholders evidencing more than 50% of the Outstanding Principal Amount of all Notes, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) (a “Termination Notice”), may terminate all, but not less than all, of the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within sixty (60) days of receipt of a Termination Notice the Indenture Trustee does not receive any bids from Eligible Servicers in accordance with Section 6.02(d) to act as a Successor Servicer and receives an Officer’s Certificate of the Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Indenture Trustee shall assume the role of Successor Servicer.

After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer is appointed by the Indenture Trustee pursuant to Section 6.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer (a “Service Transfer”) and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Trust Assets provided for under this Agreement, including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, or which shall thereafter be received with respect to the Trust Assets, and in assisting the Successor Servicer. The Servicer shall within twenty (20) Business Days of the date of transfer, transfer its electronic records or electronic copies thereof relating to the Trust Assets to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Trust Assets in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 6.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interests.

Notwithstanding the foregoing, a delay in or failure of performance referred to in clause (a) above for a period of ten (10) Business Days after the applicable grace period or under clause (b) or (c) above for a period of sixty (60) Business Days after the applicable grace period,

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shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure arose out of or was caused by an act of God or the public enemy, acts of declared or undeclared war, or terrorism, public disorder, rebellion or sabotage, loss or malfunction of utilities, communications or computer (software and hardware services), or any Cybersecurity Event, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee and the Transferor with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the efforts undertaken to perform its obligations.

Section 6.02. Indenture Trustee to Act as Successor Servicer; Appointment of Successor Servicer.

(a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice, which date shall not be less than sixty (60) days after receipt of such Termination Notice, unless the Indenture Trustee specifies a different date or a different date is mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer; but if the Transferor shall fail to nominate a Successor Servicer prior to its duties being terminated pursuant to the first sentence of this Section 6.02(a), then the Indenture Trustee may obtain bids from any potential successor servicer that otherwise qualifies as an Eligible Servicer. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed as the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 3.01(b) and Section 5.07.

(b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is unwilling or legally unable so to act, petition a court of competent jurisdiction, at the expense of the resigning or removed Servicer, to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Transferor shall notify each Rating Agency, the Owner Trustee, and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer.

(c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement or any other Transaction Document to the Servicer shall be deemed to refer to the Successor Servicer.

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(d) In connection with any Termination Notice, the Indenture Trustee will be entitled to solicit bids from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in Section 6.02(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Distribution Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Distribution Date or required to be deposited in the applicable Issuer Accounts with respect to such Distribution Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Such compensation will be paid in accordance with the priority of payments specified in the Indenture and applicable Indenture Supplements. Each holder of the Transferor Interest agrees that, if the Bank (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Finance Charge Collections that such holder is entitled to receive pursuant to any Transaction Document shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer.

(e) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee in such electronic form as it may reasonably request and shall transfer all other records, correspondence and documents to it in the manner and at such times as it shall reasonably request. To the extent that compliance with this Section 6.02 shall require the Successor Servicer to disclose to the Transferor information of any kind which the Successor Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Successor Servicer shall deem necessary to protect its interests.

Section 6.03. Notification to Noteholders. Within five (5) Business Days after the Servicer becomes aware of any Servicer Default, the Servicer shall give notice thereof to the Transferor, the Owner Trustee, the Indenture Trustee and each Rating Agency, and the Indenture Trustee shall give notice to the Noteholders. Upon any termination or appointment of a Successor Servicer pursuant to this Article, the Indenture Trustee shall give prompt notice thereof to the Noteholders.

Section 6.04. Waiver of Past Defaults. Noteholders evidencing more than 66 ²/₃% of the Outstanding Principal Amount of the Notes of each Series or, with respect to any Series with two or more Classes, of each Class, (or, with respect to any default that does not relate to or affect all Series, 66 ²/₃% of the Outstanding Principal Amount of the Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class)

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may, on behalf of all Noteholders of such Series or Class, waive any default by the Servicer in the performance of its obligations hereunder and its consequences, except the failure to make any required deposits. Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.

[END OF ARTICLE VI]

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ARTICLE VII

TERMINATION

Section 7.01. Termination of Agreement. This Agreement and the respective obligations and responsibilities of the Trust, the Administrator and the Servicer under this Agreement shall terminate, except with respect to the indemnification obligations described in Section 5.04, the provisions of Section 6.02(e), and the provisions of Section 8.15, on the date on which the Trust is terminated in accordance with Article IX of the Trust Agreement.

[END OF ARTICLE VII]

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ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01. Amendment.

(a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the Noteholders upon, unless otherwise specified in this Section 8.01, (i) delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion, (ii) satisfaction of the Rating Agency Condition (which condition shall be applicable unless the related Indenture Supplement expressly provides otherwise with respect to such amendment type), and (iii) delivery to the Indenture Trustee and the Owner Trustee of an Officer’s Certificate of the Servicer, dated the date of any such amendment, stating that the Servicer reasonably believes that such amendment will not have an Adverse Effect.

Notwithstanding any other provision of this Section 8.01, this Agreement may be amended from time to time by an instrument signed by the Transferor and the Bank to modify, eliminate or add to the provisions of this Agreement to (i) facilitate compliance with the FDIC Rule or changes in laws or regulations applicable to the Servicer, the Transferor, the Administrator, the Issuer, the Indenture Trustee or the transactions described in this Agreement or (ii) cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, in each case upon delivery by the Servicer to the Indenture Trustee and the Owner Trustee of (x) an Officer’s Certificate of the Servicer, dated the date of any such amendment, to the effect that (A) the Servicer reasonably believes that such amendment will not have an Adverse Effect or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the Servicer, the Transferor, the Administrator, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, and (y) an Issuer Tax Opinion with respect to such amendment.

In addition, notwithstanding any other provision of this Section 8.01, this Agreement may be amended from time to time by an instrument signed by the Servicer, the Transferor, the Administrator, the Issuer and the Indenture Trustee, to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in this Agreement or in any amendment to this Agreement upon delivery by the Servicer to the Indenture Trustee and the Owner Trustee of an Officer’s Certificate of the Servicer, dated the date of any such amendment, to the effect that the Servicer reasonably believes that such amendment will not have an Adverse Effect.

(b) In addition to amendments permitted in Section 8.01(a), this Agreement may also be amended in writing from time to time by the Servicer, the Administrator, the Transferor, the Indenture Trustee and the Trust with the consent of Noteholders evidencing more than 66 ²/₃% of the Outstanding Principal Amount of all affected Series or Classes of Notes for

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which the Servicer has not delivered an Officer’s Certificate stating that there is no Adverse Effect, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of any Noteholders. Prior to the execution of any such amendment pursuant to this Section 8.01(b), the Servicer shall furnish notification of the substance of such amendment to each Rating Agency.

(c) It shall not be necessary for the consent of Noteholders under this Section 8.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe in the related Indenture Supplement.

(d) The Owner Trustee is an intended third-party beneficiary of this Agreement. Any amendment affecting the rights, duties, protections, immunities or indemnities of the Owner Trustee shall require the Owner Trustee’s written consent.

Section 8.02. Protection of Right, Title and Interest in, to and under Trust Assets.

(a) Each of the Trust and the Indenture Trustee shall give the Servicer prompt notice of (i) any change in its name or (ii) any change in its address as shown on any financing statement filed in connection with the transactions contemplated by any Transaction Document if the address so shown ceases to be an address from which information concerning the Trust Assets can be obtained.

(b) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee upon the execution and delivery of each amendment to this Agreement pursuant to Section 8.01 an Opinion of Counsel to the effect specified in Exhibit B.

Section 8.03. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement will be construed in accordance with and governed by the laws of the State of New York, including Section 5-1401 of the General Obligations Law, 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.

(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 the Transferor or the Issuer from bringing suit or taking other legal action in any other jurisdiction to realize on the Receivables or to enforce a judgment or other court order in favor of the Transferor or the Issuer. 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

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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 as determined in accordance with Section 8.04, and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mail, proper postage prepaid. Nothing in this Section 8.03 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

(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 and of arbitration, the parties hereto waive all rights 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, or in connection with, related to, or incidental to the relationship established among them in connection with this Agreement or the transactions contemplated hereby.

Section 8.04. Notices. All demands, notices, instructions, directions and other communications (collectively, “Notices”) under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by certified mail, return receipt requested, or sent by electronic mail:

(a) in the case of the Bank, as the Servicer or as the Administrator, to:

Comenity Capital Bank

12921 South Vista Station Blvd., Suite 100

Draper, UT 84020

Attn: Treasurer

Phone Number: (484) 840-7754

E-mail: treasury-structuredfinance@breadfinancial.com;

With a copy to:

Comenity Capital Bank

c/o Bread Financial Payments, Inc.

3095 Loyalty Circle

Columbus, OH 43219

Attn: Legal Department

E-mail: legal-structuredfinance@breadfinancial.com;

(b) in the case of the Transferor, to:

Bread Financial Funding, LLC

3095 Loyalty Circle

Columbus, OH 43219

Attn: Treasurer

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Phone Number: (484) 840-7754

E-mail: treasury-structuredfinance@breadfinancial.com;

With a copy to:

Bread Financial Funding, LLC

c/o Bread Financial Payments, Inc.

3095 Loyalty Circle

Columbus, OH 43219

Attn: Legal Department

E-mail: legal-structuredfinance@breadfinancial.com;

(c) in the case of the Trust or the Owner Trustee, to:

BNY Mellon Trust of Delaware

103 Bellevue Parkway, 3rd Floor

Wilmington, DE 19809

Attn: Corporate Trust Administration—Bread Financial Card Issuance Trust

Phone Number: (312) 827-1375

E-mail: Mitchell.Brumwell@BNY.com;

(d) in the case of the Indenture Trustee, to:

U.S. Bank Trust Company, National Association

190 South LaSalle Street, 7th Floor

Chicago, IL 60603

Attn: Bread Financial Card Issuance Trust

Phone Number: (732) 321-2515

E-mail: mark.esposito@usbank.com; and

(e) to any other Person as specified in the Indenture; or, as to each party, at such other address or electronic mail address as shall be designated by such party in a written notice to each other party.

Section 8.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, illegal or unenforceable, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, and terms of this Agreement and shall in no way affect the validity, legality or enforceability of such remaining covenants, agreements, provisions or terms of this Agreement.

Section 8.06. Further Assurances. The Servicer agrees to undertake and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Owner Trustee, the Trust and the Indenture Trustee designed to more fully effect the purposes of this Agreement, including, without limitation, actions or instruments to facilitate compliance with the FDIC Rule.

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Section 8.07. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided under this Agreement are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 8.08. Counterparts; Electronic Signatures. This Agreement may be executed in two (2) or more counterparts (and by different parties on separate counterparts), each of which shall be deemed an original, and all of which when taken together shall constitute one and the same instrument. The parties hereto agree that “execution,” “signed,” “signature,” and words of like import in this document and any such other documents shall be deemed to include electronic signatures, authentication, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, enforceability or admissibility as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), or the UCC, and the parties hereto hereby waive any objection to the contrary.

Section 8.09. Binding; Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, the Noteholders and, in addition, the Owner Trustee shall be a third party beneficiary hereof. Except as otherwise expressly provided in this Agreement, no other Person will have any right or obligation hereunder.

Section 8.10. Actions by Noteholders.

(a) Wherever in this Agreement a provision is made that an action may be taken or a Notice, demand or instruction given by Noteholders, such action, Notice, demand or instruction may be taken or given by any Noteholder, unless such provision requires a specific percentage of Noteholders.

(b) Any Notice, request, demand, authorization, direction, consent, waiver or other act by a Noteholder shall bind such Noteholder and every subsequent Holder of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or omitted to be done by the Owner Trustee, the Indenture Trustee, the Transferor, the Administrator or the Servicer in reliance thereon, whether or not notation of such action is made upon such Note.

Section 8.11. Rule 144A Information. For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Servicer, the Administrator, and each of the Trust and the Indenture Trustee agree to cooperate with each other and the Transferor to provide to any Holders of such Series or Class, upon the request of such Noteholder, any information required to be provided to such Holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.

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Section 8.12. Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be amended, restated, waived, supplemented or otherwise modified from time to time, except as provided herein.

Section 8.13. Headings. The headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 8.14. Limitation of Liability. The parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered on behalf of the Trust by BNY Mellon Trust of Delaware (“BNY”), not individually or personally but solely as Owner Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Trust, is made and intended not as personal representations, undertakings and agreements by BNY but is made and intended for the purpose for binding only, and shall be binding only on, the Trust, (c) nothing herein contained shall be construed as creating any liability on BNY, individually or personally or as Owner Trustee, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) BNY has made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust or any other party in this Agreement, and (e) under no circumstances shall the Owner Trustee or BNY be personally liable for the payment of any indebtedness, indemnities, fees, costs or expenses of the Trust or be liable for the performance, breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents.

Section 8.15. Non-petition Covenant. To the fullest extent permitted by applicable law, the Indenture Trustee, the Administrator, and the Servicer, by entering into this Agreement, and each Noteholder, by accepting a Note, agrees that it will not at any time acquiesce, petition or otherwise invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Issuer or the Transferor under any Debtor Relief Law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Issuer or the Transferor or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer or the Transferor.

Section 8.16. Force Majeure. In no event shall the Indenture Trustee or the Trust be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, or any Cybersecurity Event; it being understood that the Indenture Trustee and the Trust shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

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Section 8.17. FDIC Rule Compliance. The Servicer shall comply in all material respects with the servicing standards and other requirements applicable to the “servicer” under the FDIC Rule. If the FDIC, as receiver or conservator for the sponsor, provides a notice of repudiation contemplated by 12 C.F.R. § 360.6(d)(4)(ii), the Servicer shall promptly notify the Indenture Trustee, the Owner Trustee and the Transferor, and shall cooperate in implementing any applicable waterfall triggers, investor reporting and other actions required under the Transaction Documents or the FDIC Rule.

[END OF ARTICLE VIII]

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ARTICLE IX

COMPLIANCE WITH REGULATION AB

Section 9.01. Intent of the Parties; Reasonableness. The Transferor, the Servicer, the Issuer and the Indenture Trustee acknowledge and agree that the purpose of this ARTICLE IX is to facilitate compliance by the Transferor with the provisions of Regulation AB and related rules and regulations of the Commission. The Transferor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than the Transferor’s compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Transferor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Servicer agrees to cooperate in good faith with any reasonable request by the Transferor (or the Administrator on its behalf) for information regarding the Servicer that is required to enable the Transferor and the Issuer to prepare, make and file any reports, certifications and disclosures required under Regulation AB (Items 1100 through 1125, as in effect from time to time and to the extent applicable), including without limitation Items 1103(a)(1), 1104(e), 1105, 1108, 1111(a)(8), 1117, 1118, 1119, 1121, 1122 and 1123, and any successor items or forms, in each case as such items relate to the Servicer or the Servicer’s obligations under this Agreement.

Section 9.02. Additional Representations and Warranties of the Servicer. The Servicer shall be deemed to represent to the Transferor, as of the date on which information is provided to the Transferor under Section 9.03 that, except as disclosed in writing to the Transferor prior to such date to the best of its knowledge: (i) the Servicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Servicer; (ii) the Servicer has not been terminated as servicer in a securitization involving credit card receivables, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of credit card receivables involving the Servicer as servicer has been disclosed or reported by the Servicer; (iv) no material changes to the Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Servicer’s financial condition that could have a material adverse effect on the performance by the Servicer of its servicing obligations under this Agreement; and (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Servicer, any Subservicer or any unaffiliated third-party originator of Receivables.

Section 9.03. Information to Be Provided by the Servicer. In connection with any Securitization Transaction, the Servicer shall (i) within five (5) Business Days following a request by the Transferor, provide to the Transferor, in writing, the information specified in this

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Section 9.03, and (ii) as promptly as practicable following notice to or discovery by the Servicer of any changes to such information, provide to the Transferor, in writing, such updated information.

(a) If so requested by the Transferor, the Servicer shall provide to the Transferor such information regarding the Servicer and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Servicing Party”), as is requested for the purpose of compliance with Item 1108 of Regulation AB. Such information shall include, at a minimum:

(A) the Servicing Party’s name and form of organization;

(B) a description of how long the Servicing Party has been servicing credit card receivables; a general discussion of the Servicing Party’s experience in servicing assets of any type as well as a more detailed discussion of the Servicing Party’s experience in, and procedures for, the servicing function it will perform under this Agreement; information regarding the size, composition and growth of the Servicing Party’s portfolio of credit card accounts of a type similar to the Accounts and information on factors related to the Servicing Party that may be material, in the good faith judgment of the Transferor, to any analysis of the servicing of the Receivables or the related asset-backed securities, as applicable, including, without limitation:

(1) whether any prior securitizations of credit card receivables involving the Servicing Party defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction;

(2) the extent of outsourcing the Servicing Party utilizes;

(3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of credit card receivables involving the Servicing Party as a servicer during the three-year period immediately preceding the related Securitization Transaction;

(4) whether the Servicing Party has been terminated as servicer in a securitization of credit card receivables, either due to a servicing default or to application of a servicing performance test or trigger; and

(5) such other information as the Transferor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB;

(C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Servicing Party’s policies or procedures with respect to the servicing function it will perform under this Agreement;

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(D) information regarding the Servicing Party’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Servicing Party could have a material adverse effect on the performance by the Servicing Party of its servicing obligations under this Agreement;

(E) a description of the Servicing Party’s processes and procedures designed to address any special or unique factors involved in servicing;

(F) a description of the Servicing Party’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as sale of defaulted receivables; and

(G) information as to how the Servicing Party defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience.

(b) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or such Subservicer, the Servicer shall provide to the Transferor at least fifteen (15) calendar days prior to the effective date of such succession or appointment, (x) written notice to the Transferor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Transferor, all information reasonably requested by the Transferor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any Series or Class.

(c) In addition to such information as the Servicer is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Transferor, the Servicer shall provide to the Transferor such information regarding the performance or servicing of the Receivables as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the distribution reports otherwise required to be delivered monthly by the Servicer under this Agreement, commencing with the first such report due not less than ten (10) Business Days following such request.

Section 9.04. Report on Assessment of Compliance and Attestation.

(a) (1) In the event that the Bank is not the Servicer, then on or before the earlier of (a) March 31 and (b) thirty (30) days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, and (2) in the event that the Bank or an affiliate of the Bank is the Servicer, then on or before the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2027, the Servicer shall:

(i) deliver to the Transferor a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and

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Item 1122 of Regulation AB. Such report shall be addressed to the Transferor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified in Exhibit D or such criteria as mutually agreed upon by the Transferor and the Servicer;

(ii) deliver to the Transferor a report of a registered public accounting firm reasonably acceptable to the Transferor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding clause. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;

(iii) cause each Servicing Participant to deliver to the Transferor an assessment of compliance and accountants’ attestation as and when provided in clauses (i) and (ii) of this Section 9.04; and

(iv) deliver to the Transferor and any other Person that will be responsible for signing the Sarbanes Certification on behalf of the Trust or the Transferor with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit C.

The Servicer acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.

(b) Each assessment of compliance provided by a Subservicer pursuant to Section 9.04(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit D hereto delivered to the Transferor upon reasonable request of the Transferor after the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 9.04(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer pursuant to Section 9.05.

Section 9.05. Use of Subservicers and Servicing Participants. The Servicer shall use its best efforts to hire or otherwise utilize only the services of Subservicers that agree to comply with the provisions of clause (a) of this Section 9.05. The Servicer shall use its best efforts to hire or otherwise utilize only the services of Servicing Participants, and shall use its best efforts to ensure that Subservicers hire or otherwise utilize only the services of Servicing Participants, to fulfill any of the obligations of the Servicer as servicer under this Agreement, if those Servicing Participants agree to comply with the provisions of clause (b) of this Section 9.05.

(a) It shall not be necessary for the Servicer to seek the consent of the Transferor to the utilization of any Subservicer. The Servicer shall use its best efforts to cause any Subservicer used by the Servicer (or by any Subservicer) to comply with the provisions of this Section 9.05 and with Section 3.04, Section 9.02, Section 9.03(c) and Section 9.04(a)(i) and (ii) of this Agreement to the same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Transferor any servicer

65

compliance statement required to be delivered by such Subservicer under Section 3.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 9.04(a)(i) or (ii) and the certification, if any, required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 9.04 as and when required to be delivered.

(b) It shall not be necessary for the Servicer to seek the consent of the Transferor to the utilization of any Servicing Participant. The Servicer shall promptly upon request provide to the Transferor a written description (in form and substance satisfactory to the Transferor) of the role and function of each Servicing Participant utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Servicing Participant and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Servicing Participant.

(c) As a condition to the utilization of any Servicing Participant, the Servicer shall use its best efforts to cause any such Servicing Participant used by the Servicer (or by any Subservicer) to comply with the provisions of Section 9.04 of this Agreement to the same extent as if such Servicing Participant were the Servicer. The Servicer shall be responsible for obtaining from each Servicing Participant and delivering to the Transferor any assessment of compliance and attestation required to be delivered by such Servicing Participant under Section 9.04, in each case as and when required to be delivered.

Section 9.06. Asset Representations Review Support. Upon a petition or vote by Noteholders to initiate an Asset Representations Review under the applicable Indenture Supplement and Regulation AB, the Servicer shall cooperate with the Transferor to administer the petition/vote mechanics, and, if approved, to engage and support the asset representations reviewer, including by providing access to applicable files, data and systems subject to customary confidentiality, all as contemplated by Item 1104 and 1121 of Regulation AB, the Indenture and the Asset Representations Review Agreement.

[END OF ARTICLE IX]

66

IN WITNESS WHEREOF, the Transferor, the Servicer, the Administrator, the Indenture Trustee and the Trust have caused this Agreement to be executed by their respective officers as of the day and year first above written.

BREAD FINANCIAL FUNDING, LLC, as Transferor
By:	/s/ Wai Chung
Name: Wai Chung
Title: Treasurer

COMENITY CAPITAL BANK, as Servicer and Administrator
By:	/s/ Tom McGuire
Name: Tom McGuire
Title: Chief Financial Officer

BREAD FINANCIAL CARD ISSUANCE TRUST
By:	BNY MELLON TRUST OF DELAWARE,
	not in its individual capacity but solely as Owner Trustee on behalf of the Trust
By:	/s/ Dawn Plows
Name: Dawn Plows
Title: Associate

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee
By:	/s/ Mark Esposito
Name: Mark Esposito
Title: Vice President

[SIGNATURE PAGE TO SERVICING AGREEMENT]

EXHIBIT A

FORM OF POWER OF ATTORNEY

STATE OF DELAWARE    )

) ss.:

COUNTY OF NEW CASTLE  )

KNOW ALL MEN BY THESE PRESENTS, that Bread Financial Card Issuance Trust, a Delaware statutory trust (the “Trust”), does hereby make, constitute and appoint Comenity Capital Bank, as Administrator under the Servicing Agreement (as defined below), and its agents and attorneys, as Attorneys-in-Fact to execute on behalf of the Trust all such documents, reports, filings, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Transaction Documents, including, without limitation, to appear for and represent the Trust in connection with the preparation, filing and audit of federal, state and local tax returns pertaining to the Trust, and with full power to perform any and all acts associated with such returns and audits that the Trust could perform, including, without limitation, the right to distribute and receive confidential information, defend and assert positions in response to audits, initiate and defend litigation, and to execute waivers of restrictions on assessments of deficiencies, consents to the extension of any statutory or regulatory time limit, and settlements. For the purpose of this power of attorney, the term “Servicing Agreement” means the Servicing Agreement, dated as of June 11, 2026, by and among Bread Financial Funding, LLC, as Transferor, Comenity Capital Bank, as Servicer and as Administrator, Bread Financial Card Issuance Trust, as Issuer and U.S. Bank Trust Company, National Association, as Indenture Trustee, as such may be amended from time to time.

The Administrator and any person relying on this power of attorney, by accepting this power of attorney and relying hereon, is put on notice and deemed to agree that (a) this power of attorney is executed and delivered on behalf of the Trust by BNY Mellon Trust of Delaware (“BNY”), not individually or personally but solely as Owner Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, covenants, undertakings and agreements made in any document executed pursuant hereto made on the part of the Trust, is made and intended not as personal representations, undertakings and agreements by BNY but is made and intended for the purpose for binding only, and shall be binding only on, the Trust, (c) nothing herein or in any document executed pursuant hereto shall be construed as creating any liability on BNY, individually or personally or as Owner Trustee, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the Administrator or any other person relying hereon, (d) BNY has made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust in any document executed pursuant hereto, and (e) under no circumstances shall the Owner Trustee or BNY be personally liable for the payment of any indebtedness, indemnities, fees, costs or expenses of the Trust or be liable for the performance, breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Trust under this power of attorney, any document executed pursuant hereto or any other related documents. Under

A-1

no circumstances shall BNY, individually or as Owner Trustee, have any duty or obligation to monitor, supervise, exercise or perform the rights, duties or obligations of the Trust or any other person and any other document executed pursuant hereto and by the Trust.

Notwithstanding anything herein to the contrary, this power of attorney does not, and is not intended to, and will not be construed to, grant any authority to the Administrator to (i) expand, increase, incur, or otherwise impose any duties, liabilities or obligations of or on the Owner Trustee, as trustee or in its individual capacity, (ii) waive any right or release any claim of the Owner Trustee, as trustee or in its individual capacity, or (iii) provide any guaranty, indemnity or property of the Owner Trustee, as trustee or in its individual capacity, for any reason whatsoever.

A-2

All powers of attorney for this purpose heretofore filed or executed by the Trust are hereby revoked.

EXECUTED this ____ of ____, 20_.
BREAD FINANCIAL CARD ISSUANCE TRUST
By:	BNY MELLON TRUST OF DELAWARE
	not in its individual capacity, but solely as Owner Trustee
By:
	Name:
	Title:

A-3

EXHIBIT B

FORM OF OPINION OF COUNSEL

WITH RESPECT TO AMENDMENTS

Provisions to be included in

Opinion of Counsel to be delivered pursuant

to Section 8.02(b)

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the Opinions of Counsel delivered on any applicable amendment date.

(i) The amendment to the Servicing Agreement attached as an exhibit to the opinion (the “Amendment”) has been duly authorized, executed and delivered by the Servicer and constitutes the legal, valid and binding agreement of the Servicer, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).

(ii) The Amendment has been entered into in accordance with the terms and provisions of Section 8.01 of the Servicing Agreement.

B-1

EXHIBIT C

FORM OF ANNUAL CERTIFICATION

Re: The [     ] agreement dated as of [  ], 20[  ] (the “Agreement”), by and among [IDENTIFY PARTIES]

I, ________________________________, the _______________________ of [NAME OF COMPANY] (the “Company”), certify to the Transferor, and its officers, with the knowledge and intent that they will rely upon this certification, that:

(1) I have reviewed the report on assessment of the Company’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), and the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), that were delivered by the Company to the Transferor pursuant to the Agreement (collectively, the “Company Information”);

(2) To the best of my knowledge, the Company Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Information;

(3) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been provided to the Transferor; and

(4) To the best of my knowledge, except as disclosed in the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations in all material respects under the Agreement.

Date:
By:
	Name:
	Title:

C-1

EXHIBIT D

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the [Servicer] [Subservicer] shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”:

Servicing Criteria		Applicable Servicing Criteria for Servicer	Applicable Servicing Criteria for a Subservicer
Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the credit card accounts or accounts are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on credit card accounts are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.

D-1

Servicing Criteria		Applicable Servicing Criteria for Servicer	Applicable Servicing Criteria for a Subservicer
Reference	Criteria
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of credit card accounts serviced by the Servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on credit card accounts is maintained as required by the transaction agreements or related asset pool documents.
1122(d)(4)(ii)	Account and related documents are safeguarded as required by the transaction agreements
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)	Payments on credit card accounts, including any payoffs, made in accordance with the related credit card accounts documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.
1122(d)(4)(v)	The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period an Account is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent Accounts including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for Accounts with variable rates are computed based on the related Account documents.
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account

D-2

Servicing Criteria		Applicable Servicing Criteria for Servicer	Applicable Servicing Criteria for a Subservicer
Reference	Criteria
	documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

NAME OF [SERVICER] [SUBSERVICER]
Date:
By:
	Name:
	Title:

D-3

EX-5.1

Exhibit 5.1

Orrick, Herrington & Sutcliffe LLP

51 West 52nd Street

New York, NY 10019-6142

+1 212 506 5000

orrick.com

July 8, 2026

Bread Financial Funding, LLC

3095 Loyalty Circle

Columbus, Ohio 43219

Re: Bread Financial Card Issuance Trust

Bread Financial Funding, LLC (Depositor)

Registration Statement on Form SF-3 

Ladies and Gentlemen:

We have acted as counsel for Bread Financial Funding, LLC, a Delaware limited liability company, as registrant, in connection with the Registration Statement on Form SF-3 (the “Registration Statement”), filed on July 8, 2026 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration under the Act of series (each, a “Series”) of notes (collectively, the “Notes”), each such Series of Notes representing obligations of Bread Financial Card Issuance Trust (the “Trust”). Each Series of Notes will be issued pursuant to an Indenture, dated as of June 11, 2026, filed as Exhibit 4.3 to the Registration Statement (the “Master Indenture”), as supplemented by an indenture supplement relating to such Series, substantially in the form filed as Exhibit 4.4 to the Registration Statement (each, an “Indenture Supplement” and, in each such case, together with the Master Indenture, the “Indenture”), in each case among the Trust, as issuer, U.S. Bank Trust Company, National Association, as indenture trustee and as paying agent, and U.S. Bank National Association, as securities intermediary.

We have examined such instruments, documents and records as we deemed relevant and necessary as a basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based on such examination, we are of the opinion that when the Notes of each Series have been duly executed, authenticated and delivered in accordance with the Indenture, and sold in the manner described in the Registration Statement, any amendment thereto and the prospectus relating thereto, the Notes will be legally issued, fully paid, non-assessable and binding obligations of the Trust, and the holders of the Notes of such Series will be entitled to the benefits of such Indenture, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws relating to or affecting the rights of creditors generally and general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law.

July 8, 2026   Page 2 of 2

This opinion is limited to the laws of the State of New York and the federal laws of the United States of America, and we have not considered and express no opinion on the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement and the prospectus contained therein. In giving such consent, we do not admit that we are “experts,” within the meaning of the term as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,

/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP

EX-8.1

Exhibit 8.1

Orrick, Herrington & Sutcliffe LLP

51 West 52nd Street

New York, NY 10019-6142

July 8, 2026

+1 212 506 5000

orrick.com

Bread Financial Funding, LLC

3095 Loyalty Circle

Columbus, Ohio 43219

Re: Bread Financial Card Issuance Trust (Issuing Entity)

Bread Financial Funding, LLC (Depositor and Transferor)

Registration Statement on Form SF-3

Ladies and Gentlemen:

We have acted as counsel for Bread Financial Funding, LLC, a Delaware limited liability company (the “Transferor”), in connection with the Registration Statement on Form SF-3 (the “Registration Statement”), filed on July 8, 2026, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration under the Act of the offering of series (each, a “Series”) of notes (collectively, the “Notes”), each such Series of Notes representing obligations of Bread Financial Card Issuance Trust, a Delaware statutory trust (the “Issuing Entity”). Each Series of Notes is comprised of a number of classes of Notes (each, a “Class”). Each Series of Notes will be issued pursuant to an indenture, dated June 11, 2026 (the “Master Indenture”), as supplemented by an indenture supplement relating to such Series (each, an “Indenture Supplement” and, in each such case, together with the Master Indenture, the “Indenture”), in each case among the Issuing Entity, as issuer, U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”) and paying agent, and U.S. Bank National Association, as securities intermediary (the “Securities Intermediary”).

SCOPE OF REVIEW; ASSUMPTIONS

Our opinion is based on the Internal Revenue Code of 1986, as amended, administrative rulings, judicial decisions, Treasury regulations and other applicable authorities, all as in effect and available on the date hereof. The statutory provisions, regulations and interpretations on which our opinion is based are subject to change, possibly retroactively. As more fully described in the prospectus relating to the Notes forming a part of the Registration Statement (the “Prospectus”) under the heading “Federal Income Tax Consequences,” and the immediately succeeding paragraph, there can be no assurance that contrary positions will not be taken by the Internal Revenue Service.

In formulating our opinions, we have reviewed (i) the Prospectus, (ii) the Indenture, (iii) the Second Amended and Restated Limited Liability Company Agreement of Bread Financial Funding, LLC, dated as of June 11, 2026, (iv) the Amended and Restated Trust Agreement of the Issuing Entity, dated as of June 11, 2026, between the Transferor and BNY Mellon Trust of Delaware, as owner trustee (the “Owner Trustee”), (v) the Transfer Agreement, dated as of June 11, 2026,

July 8, 2026

Page 2 of 3

among the Transferor, the Owner Trustee on behalf of the Issuing Entity, and the Indenture Trustee, (vi) the Receivables Purchase Agreement, dated as of June 11, 2026, between Comenity Capital Bank (the “Bank”) and the Transferor, (vii) the Servicing Agreement, dated as of June 11, 2026, among the Transferor, the Bank, the Owner Trustee on behalf of the Issuing Entity, and the Indenture Trustee, (viii) the Asset Representations Review Agreement, dated as of June 11, 2026, among the Bank, the Transferor, the Owner Trustee on behalf of the Issuing Entity, and FTI Consulting, Inc., as asset representations reviewer, (ix) the Securities Account Control Agreement, dated as of June 11, 2026, among the Owner Trustee on behalf of the Issuing Entity, the Indenture Trustee, and the Securities Intermediary, (x) the Revolving Credit Agreement, dated as of June 11, 2026, between the Transferor and the Bank, and (xi) other documents provided to us that we have deemed necessary or appropriate to review as a basis for this opinion. Additionally, this opinion letter is based on the facts and circumstances set forth in the Prospectus and in the other documents reviewed by us. Our opinion as to the matters set forth herein could change with respect to a particular Series or Class of Notes as a result of changes in facts and circumstances, changes in the terms of the documents reviewed by us or changes in the law subsequent to the date hereof. Because the Prospectus contemplates Series and Classes of Notes with numerous different characteristics, the particular characteristics of each Series or Class of Notes and any more specific tax discussion set forth in the prospectus pursuant to which a particular Series or Class of Notes is offered must be considered in determining the applicability of this opinion to any such Series or Class of Notes.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, conformed or other copies, and the authenticity of the originals of such copies.

In rendering our opinions, we have also assumed that the transactions described in or contemplated by the foregoing documents have been or will be consummated in accordance with such operative documents, and that such documents accurately reflect the material facts of such transactions.

OPINION

Based on the foregoing, we hereby confirm that the statements set forth in the Prospectus under the heading “Federal Income Tax Consequences” which statements have been prepared by us, to the extent that they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects, and we hereby adopt and confirm the opinions set forth therein.

We impose no limit on your disclosure of this opinion or the tax treatment or tax structure of the transactions described in the Prospectus. However, we are furnishing this opinion to you solely in connection with the Registration Statement and it cannot be relied upon by any other person or for any other purpose without our express written permission.

July 8, 2026

Page 3 of 3

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Prospectus. In giving such consent, we do not admit that we are “experts,” within the meaning of the term used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,

/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP

EX-10.1

Exhibit 10.1

Execution Version

AMENDED AND RESTATED

TRUST AGREEMENT

OF

BREAD FINANCIAL CARD ISSUANCE TRUST

between

BREAD FINANCIAL FUNDING, LLC,

as Beneficiary and Transferor,

and

BNY MELLON TRUST OF DELAWARE

Dated as of June 11, 2026

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
Section 1.01.	Definitions		1
Section 1.02.	Other Definitional Provisions		6
ARTICLE II
ORGANIZATION
Section 2.01.	Name		6
Section 2.02.	Office		6
Section 2.03.	Purposes and Powers; Trust To Operate as a Single Purpose Entity		7
Section 2.04.	Appointment of the Owner Trustee		9
Section 2.05.	Management of Trust		9
Section 2.06.	Declaration of Trust		10
Section 2.07.	Title to Trust Estate		10
Section 2.08.	Situs of Trust		11
Section 2.09.	Nature of Interest in the Trust Estate		11
Section 2.10.	Tax Matters		11
Section 2.11.	Fiscal Year		11
Section 2.12.	Closing		11
Section 2.13.	Financing Statements		11
Section 2.14.	Limitation on Liability of Transferor, the Beneficiary and Others		11
Section 2.15.	Representations and Warranties of each Beneficiary and the Transferor		12
ARTICLE III
BENEFICIAL INTEREST
Section 3.01.	Initial Ownership		13
Section 3.02.	Restrictions on Transfer		13
ARTICLE IV
DISTRIBUTIONS OF FUNDS
Section 4.01.	Distribution of Funds		14
Section 4.02.	Payments from Trust Estate Only		14

-i-

TABLE OF CONTENTS

(continued)

		Page
Section 4.03.	[RESERVED]		14
Section 4.04.	Transferor Interest; Transferor Certificates		14
ARTICLE V
ACTIONS BY OWNER TRUSTEE
Section 5.01.	Prior Notice to Beneficiary and Transferor with Respect to Certain Matters		15
Section 5.02.	Restrictions on Power		16
ARTICLE VI
AUTHORITY AND DUTIES OF OWNER TRUSTEE
Section 6.01.	Action Upon Instructions		16
Section 6.02.	No Duty to Act Under Certain Circumstances		17
Section 6.03.	No Duties Except Under Specified Agreements or Instructions		17
Section 6.04.	Trust Operation		18
Section 6.05.	Execution of Documents		19
ARTICLE VII
CERTAIN MATTERS CONCERNING THE TRUSTEE BANK AND THE OWNER TRUSTEE
Section 7.01.	Acceptance of Trusts and Duties		19
Section 7.02.	Furnishing of Documents		22
Section 7.03.	Representations and Warranties		22
Section 7.04.	Reliance; Advice of Counsel		23
Section 7.05.	Not Acting in Individual Capacity		23
Section 7.06.	No Representations and Warranties as to the Trust Estate		23
Section 7.07.	Signature of Periodic Filings		23
Section 7.08.	Trustee Bank May Own Notes		23
Section 7.09.	Electronic Means		23
ARTICLE VIII
COMPENSATION OF TRUSTEE BANK AND INDEMNIFICATION
Section 8.01.	Trustee Bank’s Fees and Expenses		24
Section 8.02.	Indemnification		24
Section 8.03.	Payments to the Owner Trustee		25

-ii-

TABLE OF CONTENTS

(continued)

		Page
ARTICLE IX
TERMINATION OF TRUST AGREEMENT
Section 9.01.	Termination of Trust Agreement		25
ARTICLE X
SUCCESSOR OWNER TRUSTEES, CO-TRUSTEES AND SEPARATE OWNER TRUSTEES
Section 10.01.	Eligibility Requirements for Owner Trustee		26
Section 10.02.	Resignation or Removal of Owner Trustee		26
Section 10.03.	Successor Owner Trustee		27
Section 10.04.	Merger or Consolidation of Owner Trustee		27
Section 10.05.	Appointment of Co-Trustee or Separate Owner Trustee		28
ARTICLE XI
MISCELLANEOUS
Section 11.01.	Supplements and Amendments		29
Section 11.02.	No Legal Title to Trust Estate in Beneficiary		31
Section 11.03.	Limitations on Rights of Others		31
Section 11.04.	Notices		31
Section 11.05.	Severability		31
Section 11.06.	Separate Counterparts		31
Section 11.07.	Successors and Assigns		31
Section 11.08.	Nonpetition Covenants		31
Section 11.09.	No Recourse		32
Section 11.10.	Headings		32
Section 11.11.	GOVERNING LAW; SUBMISSION TO JURISDICTION		32
Section 11.12.	Acceptance of Terms of Agreement		33
Section 11.13.	Integration of Documents		33
Section 11.14.	Anti-Money Laundering Law		33
Section 11.15.	Limitation on Damages		34

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TABLE OF CONTENTS

(continued)

		Page
ARTICLE XII
COMPLIANCE WITH REGULATION AB
Section 12.01.	Intent of the Parties; Reasonableness		34
Section 12.02.	Information to Be Provided by the Trustee Bank		34

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This AMENDED AND RESTATED TRUST AGREEMENT of BREAD FINANCIAL CARD ISSUANCE TRUST is dated as of June 11, 2026, by and between BREAD FINANCIAL FUNDING, LLC, a Delaware limited liability company, as Beneficiary and as Transferor, and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as Owner Trustee and Trustee Bank.

WHEREAS, the parties hereto created the Trust as a statutory trust under the Delaware Statutory Trust Act by filing the Certificate of Trust with the Secretary of State on January 30, 2026 and entering into a Trust Agreement dated as of January 30, 2026 (the “Original Trust Agreement”); and

WHEREAS, the parties agree to and do hereby amend and restate the Original Trust Agreement to read in its entirety as hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend and restate the Original Trust Agreement as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. For purposes of this Agreement, the following terms have the following meanings:

“Administrator” means the Bank, in its capacity as Administrator pursuant to the Servicing Agreement, and any permitted successors or assigns.

“Adverse Effect” has the meaning specified in the Indenture.

“Affiliate” has the meaning specified in the Indenture.

“Agreement” means this Amended and Restated Trust Agreement of Bread Financial Card Issuance Trust, as the same may be further amended, restated, supplemented or otherwise modified from time to time.

“Authorized Officers” has the meaning specified in Section 7.09.

“Bank” means Comenity Capital Bank, a Utah industrial bank, and any successor (by merger or consolidation) or assign of Comenity Capital Bank.

“Banking AML Law” has the meaning specified in Section 11.14.

“Beneficial Interest” means the undivided beneficial interest of the Beneficiary in the Trust.

“Beneficiary” means (a) BFF, as beneficial owner of the Trust, and (b) each Permitted Affiliate Transferee to which all or a portion of the Beneficial Interest is transferred in accordance with Section 3.02, in each case so long as such Person continues to own all or a portion of the Beneficial Interest. References to “each Beneficiary” shall refer to each Person mentioned in the preceding sentence, and references to “the Beneficiary” shall refer to all of such Persons.

“BFF” means Bread Financial Funding, LLC, a Delaware limited liability company, and its permitted successors and assigns.

“Business Day” has the meaning specified in the Indenture.

“Certificate of Trust” means the Certificate of Trust of the Trust and certificate of amendment in the forms attached hereto as Exhibit A, which have each been filed with the Secretary of State pursuant to subsection 3810(a) of the Delaware Statutory Trust Act, as the same may be further amended or restated from time to time.

“Class” means, with respect to any Note, the Class specified in the applicable Indenture Supplement.

“Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

“Commission” has the meaning specified in the Indenture.

“CTA” means the Corporate Transparency Act, 31 U.S.C. § 5336 et seq., as amended from time to time and any successor statute.

“Corporate Trust Office” means, with respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee located at 103 Bellevue Parkway, 3rd Floor, Wilmington, DE 19809; or such other address in the State of Delaware as the Owner Trustee may designate by notice to the Beneficiary and the Transferor, or the principal corporate trust office of any successor Owner Trustee, which shall be in the State of Delaware (the address of which the successor Owner Trustee shall notify the Beneficiary and the Transferor).

“Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801, et seq., as amended from time to time, and any successor statute thereto.

“Electronic Means” shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee Bank, or another commercially reasonable method or system specified by the Trustee Bank as available for use in connection with its services hereunder.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time and any successor statute.

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“Expenses” has the meaning specified in Section 8.02.

“FDIC Rule” has the meaning specified in the Indenture.

“GAAP” has the meaning specified in the Indenture.

“Governmental Authority” means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Indemnified Parties” has the meaning specified in Section 8.02.

“Indenture” means the Indenture, dated as of June 11, 2026, by and among the Trust, the Indenture Trustee and U.S. Bank National Association, as securities intermediary, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Indenture Supplement” has the meaning specified in the Indenture.

“Indenture Trustee” means U.S. Bank Trust Company, National Association, in its capacity as indenture trustee under the Indenture, its successors in interest and any successor indenture trustee under the Indenture.

“Instructions” has the meaning specified in Section 7.09.

“Issuer” means the Trust.

“Issuer Accounts” has the meaning specified in the Transfer Agreement.

“Issuer Certificate” has the meaning specified in the Indenture.

“Issuer Tax Opinion” has the meaning specified in the Indenture.

“Note” has the meaning specified in the Indenture.

“Noteholder” has the meaning specified in the Indenture.

“Note Registrar” has the meaning specified in the Indenture.

“OFAC” has the meaning specified in Section 2.15(f).

“Officer’s Certificate” has the meaning specified in the Indenture.

“Original Trust Agreement” has the meaning specified in the recitals to this Agreement.

“Outstanding Principal Amount” has the meaning specified in the Indenture.

“Owner Trustee” means BNY Mellon Trust of Delaware, a Delaware banking corporation, not in its individual capacity but solely in its capacity as owner trustee hereunder, and

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each successor owner trustee appointed in accordance with Article X, not in its individual capacity but solely in its capacity as owner trustee hereunder, and each separate and co-trustee under and to the extent provided in Section 10.05, not in its individual capacity but solely in its capacity as separate or co-trustee hereunder.

“Periodic Filings” means any filing or submission that the Trust is required to make with respect to the Notes, including filings pursuant to the Securities Act, the Exchange Act and filings with any stock exchange or self-regulatory organization.

“Permitted Affiliate Transferee” has the meaning specified in Section 3.02.

“Person” has the meaning specified in the Indenture.

“Rating Agency” has the meaning specified in the Indenture.

“Rating Agency Condition” has the meaning specified in the Indenture.

“Receivables” has the meaning specified in the Transfer Agreement.

“Regulation AB” means Subpart 229.1100 – Asset-Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting releases (including Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (September 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Requirements of Law” means, for any Person, the certificate of incorporation or articles of association and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether federal, state or local (including without limitation, usury laws, the Federal Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System).

“Responsible Officer” means, when used with respect to the Owner Trustee, any officer within the Corporate Trust Office of the Trustee Bank (or any successor group of the Trustee Bank) with direct responsibility for the administration of the Trust and also, with respect to a particular matter, any other officer of the Trustee Bank to whom such matter is referred because of such officer’s knowledge of, and familiarity with, the particular subject.

“Sanctions” has the meaning specified in Section 2.15(f).

“Secretary of State” means the Office of the Secretary of State of the State of Delaware.

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“Securities Act” means the Securities Act of 1933, as amended from time to time and any successor statute.

“Securitization Transaction” means any transaction involving a new issuance of Notes pursuant to the Indenture, whether publicly offered or privately placed, rated or unrated.

“Series” has the meaning specified in the Indenture.

“Servicer” has the meaning specified in the Servicing Agreement.

“Servicing Agreement” means the Servicing Agreement, dated as of June 11, 2026, by and among BFF, as Transferor, the Bank, as Servicer and Administrator, the Trust, as Issuer, and U.S. Bank Trust Company, National Association, as Indenture Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Transaction Documents” has the meaning specified in the Transfer Agreement and includes any document designated as a “Transaction Document” under Section 2.03(b) of this Agreement.

“Transfer” has the meaning specified in Section 3.02 hereof (and related terms shall take their corresponding meaning, e.g., “Transferee” shall refer to a Person who is the recipient of a Transfer, and “Transferred” shall signify being the subject of a Transfer).

“Transfer Agreement” means the Transfer Agreement, dated as of June 11, 2026, by and among the Trust, as Issuer, BFF, as Transferor, and U.S. Bank Trust Company, National Association, as Indenture Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Transferor” means BFF and its permitted successors and assigns under the Transfer Agreement. References to “each Transferor” shall refer to each entity mentioned in the preceding sentence and references to “the Transferor” shall refer to all of such entities.

“Transferor Certificate” has the meaning specified in Section 4.04(b).

“Transferor Interest” has the meaning specified in the Transfer Agreement.

“Trust” means the statutory trust created by the Original Trust Agreement and the filing of the Certificate of Trust with the Secretary of State and continued under and pursuant to the Delaware Statutory Trust Act and this Agreement.

“Trust Estate” has the meaning specified in Section 2.06.

“Trustee Bank” means BNY Mellon Trust of Delaware in its individual capacity, each bank appointed as successor Owner Trustee under Article X in its individual capacity and each bank appointed as separate or co-trustee under and to the extent provided in Section 10.05 in its individual capacity.

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“UCC” means the Uniform Commercial Code, as amended from time to time, as in effect in the State of Delaware and any other applicable jurisdiction.

Section 1.02. Other Definitional Provisions.

(a) Capitalized terms used herein and not otherwise herein defined have the meanings specified in the Transfer Agreement or the Servicing Agreement, as applicable, or, if not defined therein, in the Indenture.

(b) 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.

(c) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP, the definitions contained in this Agreement or in any such certificate or other document shall control.

(d) The words “hereof,” “herein,” “hereunder,” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section and Exhibit references contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise specified; and the term “including” shall mean “including without limitation.”

(e) The definitions contained in this Agreement 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 neuter genders of such terms.

ARTICLE II

ORGANIZATION

Section 2.01. Name. The Trust continued hereby is named “Bread Financial Card Issuance Trust,” under which name the Trust may conduct its activities and business contemplated hereby, execute contracts and other instruments and sue and be sued. The Owner Trustee has executed and filed the Certificate of Trust in accordance with subsection 3810(a) of the Delaware Statutory Trust Act. This Agreement is the governing instrument of the Trust.

Section 2.02. Office. The office of the Trust shall be in care of the Owner Trustee at the Corporate Trust Office or at such other address in the State of Delaware as the Owner Trustee may designate by written notice to the Beneficiary and the Transferor.

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Section 2.03. Purposes and Powers; Trust To Operate as a Single Purpose Entity.

(a) The purpose of the Trust is to engage solely in a program of acquiring the Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and shall have the power and authority and is hereby authorized to:

(i) acquire and hold and convey the Trust Estate;

(ii) from time to time grant a security interest in the Trust Estate and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture;

(iii) from time to time authorize and approve the offering, issuance and sale of, and execute, deliver and issue, Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following:

(A) determining the principal amount of the Notes;

(B) determining the maturity date of the Notes;

(C) determining the rate of interest, if any, to be paid on the Notes;

(D) determining the price or prices at which such Notes will be sold by the Trust;

(E) determining the provisions, if any, for the redemption or amortization of such Notes; and

(F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder,

(iv) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act, the qualification of indentures under the Trust Indenture Act of 1939, as amended, and the qualification under any other applicable federal, foreign, state, local or other governmental requirements;

(v) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes;

(vi) listing the Notes on any United States or non-United States securities exchange;

(vii) appointing a paying agent or agents for purposes of payments on the Notes;

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(viii) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers, dealers and purchasers or agents for that purpose;

(ix) from time to time receive payments and proceeds with respect to the Trust Estate and the Indenture and either invest or distribute those payments and proceeds;

(x) from time to time make deposits to and withdrawals from accounts established under the Indenture;

(xi) from time to time make payments on the Notes;

(xii) from time to time acquire additional collateral to be included in the Trust Estate;

(xiii) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in Section 2.03(b));

(xiv) issue the Beneficial Interest to the Beneficiary and the Transferor Interest to the Transferor in accordance with Section 4.04(a) and any Transferor Certificates in accordance with Section 4.04(b);

(xv) perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (xiv) above; and

(xvi) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Beneficiary or Transferor which activities shall not be contrary to the status of the Trust as a qualified special purpose entity.

In connection with any of the foregoing, the Trust shall have the power and authority, and is hereby authorized and empowered, and each of the Owner Trustee (acting at the written direction of the Beneficiary) or the Beneficiary shall have the power and authority, and each is hereby authorized and empowered, to and may in the name and on behalf of the Trust, (x) execute and deliver, and/or accept, such instruments, agreements, certificates, Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing.

(b) Notwithstanding any other provision of this Agreement, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, acting alone or together, is hereby authorized and empowered, without any further act, vote or approval, to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, purchase agreements, private placement agreements, dealer

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agreements, indentures, indenture supplements, notes, security agreements, servicing agreements, transfer agreements and other agreements and instruments as are consistent with the purposes of the Trust, and in each case, any amendments, restatements, supplements, or modifications thereto and the Beneficiary is authorized to designate such documents as “Transaction Documents” by an instrument delivered to the Owner Trustee, which designation may be effected in the applicable agreement itself or in a separate instrument delivered to the Owner Trustee. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, acting alone or together, is specifically authorized and empowered to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, including:

(i) the Transaction Documents and each Issuer Certificate;

(ii) the Notes;

(iii) any Transferor Certificate; and

(iv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, Section 2.03(a).

The authorization set forth in the preceding sentence shall not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, each on behalf of the Trust, acting alone or together, to execute and deliver any other agreements, documents, instruments and securities or to take any other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, Section 2.03(a).

(c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, acting alone or together, is hereby authorized and empowered (but the Owner Trustee shall not be obligated) to execute and file any Periodic Filings.

(d) The Beneficiary shall at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and shall cause the Trust to hold itself out as being a Person separate and apart from any other Person.

(e) The Trust shall not engage in any business or own any assets unrelated to the purposes of the Trust.

Section 2.04. Appointment of the Owner Trustee. The Beneficiary appointed BNY Mellon Trust of Delaware as the Owner Trustee of the Trust pursuant to the Original Trust Agreement and hereby continues BNY Mellon Trust of Delaware as the Owner Trustee of the Trust, to have all the rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Delaware Statutory Trust Act with respect to accomplishing the purposes of the Trust.

Section 2.05. Management of Trust. (a) In accordance with Section 3802(a) of the Delaware Statutory Trust Act, the Beneficiary did not make, and was not required to make, a contribution to the Trust under the Original Trust Agreement. Capital contributions, however,

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may be made to the Trust from time to time as determined by the Beneficiary. The Beneficiary shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

(b) The business and affairs of the Trust shall be managed by the Beneficiary. The Beneficiary shall perform all duties and obligations (other than payment obligations) of the Trust and shall have the authority to take all other actions on behalf of the Trust that are consistent with Section 2.03 and the other Transaction Documents, including preparing, executing and delivering on behalf of the Trust officer’s certificates, documents, reports, agreements, certificates and other instruments in connection with the foregoing, including, without limitation, to appear for and represent the Trust in connection with the preparation, filing and audit of federal, state and local tax returns pertaining to the Trust, or the acquisition and maintenance by the Trust of licenses and qualifications to do business and with the full power to perform any and all acts associated with such returns, audits, licenses or qualifications that the Trust or the Owner Trustee could perform, including without limitation, the right to distribute and receive confidential information, defend and assert positions in response to audits, and initiate and defend litigation.

(c) The Beneficiary shall not take, or cause the Trust to take, any of the following actions without the written consent of the Owner Trustee (which consent not to be unreasonably withheld, conditioned, or delayed): (i) make or purport to make any representation, warranty, covenant or agreement on behalf of the Owner Trustee, (ii) materially alter or increase any duty or obligation of the Owner Trustee under this Agreement, (iii) take any action in the name of the Owner Trustee, including without limitation any action involving the initiation of a claim against a third party or the response to a claim by any third party, and (iv) effect any settlement or compromise of any pending or threatened claim, action, proceeding or lawsuit in respect of the Trust, unless such settlement (A) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of the Owner Trustee, (B) includes an unconditional release of the Owner Trustee from all liability on claims that are the subject matter of such claim, action, proceeding or lawsuit and (C) does not provide for injunctive relief or other relief relating to the Owner Trustee.

Section 2.06. Declaration of Trust. The Owner Trustee hereby declares that it shall hold the contributions described in Section 2.05, and the other documents and assets described in Section 2.03, together with any payments, proceeds or income of any kind from such documents or assets or any other source and any other property transferred, assigned, set over, pledged or otherwise conveyed to, and held by, the Trust pursuant to this Agreement, the Transfer Agreement, the Servicing Agreement, the Indenture or any Indenture Supplement (collectively, the “Trust Estate”), in trust and for the sole use and benefit of the Beneficiary, subject to the terms and conditions of this Agreement and the other Transaction Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Delaware Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The parties hereto agree that they shall take no action contrary to the foregoing intention.

Section 2.07. Title to Trust Estate. Legal title to all of the Trust Estate shall be vested at all times in the Trust as a separate legal entity.

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Section 2.08. Situs of Trust. The Trust shall be located in the State of Delaware and administered in the States of Delaware and New York. The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments shall be received by the Trust only in the State of Delaware or New York, and payments shall be made by the Trust only from the State of Delaware or New York. The only office of the Trust shall be at the Corporate Trust Office in the State of Delaware.

Section 2.09. Nature of Interest in the Trust Estate. No Beneficiary shall have any legal title to or right to possession of any part of the Trust Estate or any interest in specific property of the Trust.

Section 2.10. Tax Matters. The parties hereto intend that, for income and franchise tax purposes, the Trust shall be treated as a security device and disregarded as an entity and its assets shall be treated as owned in whole by the Beneficiary, and the parties hereto shall file all their tax returns in a manner consistent with that intent unless otherwise required by a taxing authority. Except as otherwise expressly provided herein, any tax elections required or permitted to be made by the Trust under the Code or otherwise shall be made by the Beneficiary and to the extent the Trust is required to or elects to file any tax returns, such tax returns shall be prepared, executed by and filed by the Beneficiary, except to the extent applicable law requires that such instruments be signed by the Owner Trustee, in which case, such instruments shall be signed by the Owner Trustee at the written direction of the Beneficiary. The Trust shall not elect to be treated as a corporation for any tax purpose.

Section 2.11. Fiscal Year. The fiscal year of the Trust shall end on the last day of December of each year.

Section 2.12. Closing. The initial transfer, assignment, set-over, pledge and conveyance of the portion of the Trust Estate pursuant to the Transfer Agreement took place on June 11, 2026 at the offices of Orrick, Herrington & Sutcliffe LLP, 51 West 52^nd Street, New York, New York 10019-6142.

Section 2.13. Financing Statements. The Beneficiary agrees to record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) required to be filed with respect to the Trust Estate assigned by the Transferor pursuant to the Transfer Agreement, meeting the requirements of applicable law in such a manner and in such jurisdictions as are necessary under the applicable UCC to perfect the transfer, assignment, set-over, pledge and conveyance of the Trust Estate to the Trust, and to deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to the Trust.

Section 2.14. Limitation on Liability of Transferor, the Beneficiary and Others. The Transferor and any director or officer or employee or agent or member of the Transferor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Transferor, in its capacity as such, shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement, and that in its opinion may

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involve it in any expense or liability. The Beneficiary shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware, 8 Del. C. §§ 101 et seq.

Section 2.15. Representations and Warranties of each Beneficiary and the Transferor. Each Beneficiary and the Transferor hereby represents and warrants to the Owner Trustee that:

(a) Such Beneficiary or Transferor is duly organized or formed and validly existing in good standing under the laws of the jurisdiction of its organization or formation and has, in all material respects, full power and authority to own its properties and to conduct its business as presently owned or conducted.

(b) Such Beneficiary or Transferor has full power and authority to execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated hereby and in the other Transaction Documents to which such Beneficiary or Transferor is a party, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement; such Beneficiary or Transferor has full power and authority to assign the property to be assigned to and deposited with the Trust pursuant to Section 2.06 of this Agreement and Section 2.01 of the Transfer Agreement.

(c) The execution, delivery and performance of this Agreement by such Beneficiary or Transferor does not violate any provision of any existing law or regulation applicable to such Beneficiary or Transferor or any order or decree of any court to which such Beneficiary or Transferor is subject or the organizational documents of such Beneficiary or Transferor, or any material mortgage, security agreement, indenture, contract or other agreement to which such Beneficiary is a party or by which such Beneficiary or Transferor or any significant portion of such Beneficiary’s or Transferor’s properties is bound (other than violations of such laws, regulations, orders, decrees, mortgages, security agreements, indentures, contracts and other agreements which, individually or in the aggregate, in such Beneficiary’s or Transferor’s reasonable judgment, would not have a material adverse effect on such Beneficiary’s or Transferor’s ability to perform its obligations under this Agreement).

(d) The execution and delivery by such Beneficiary of this Agreement, the performance by such Beneficiary or Transferor of the transactions contemplated by this Agreement and the fulfillment by such Beneficiary or Transferor of the terms hereof shall not conflict with or violate any Requirements of Law applicable to such Beneficiary.

(e) There is no litigation, investigation or administrative proceeding before any court, tribunal, or regulatory body presently pending, or, to the best knowledge of such Beneficiary or Transferor, threatened, against such Beneficiary or Transferor with respect to this Agreement or the transactions contemplated hereby and there is no litigation or proceeding against such Beneficiary or Transferor or any significant portion of its properties which would, individually or in the aggregate, in such Beneficiary’s reasonable belief, have a material adverse effect on the transactions contemplated by this Agreement.

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(f) Each Beneficiary and the Transferor represents that neither it nor any of its controlled affiliates, subsidiaries, directors or officers are the target or subject of any economic sanctions enforced by the US Government (including the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”)) or the United Nations Security Council (collectively, “Sanctions”).

(g) Each Beneficiary and the Transferor represents that neither it nor any of its controlled affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Agreement, (i) to fund or facilitate any prohibited activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any prohibited activities of or business with any country or territory that is the target or subject of comprehensive territorial Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person.

ARTICLE III

BENEFICIAL INTEREST

Section 3.01. Initial Ownership. From the date of the creation of the Trust through the date of the effectiveness of this Agreement, BFF is and has been the sole Beneficiary of the Trust.

Section 3.02. Restrictions on Transfer. The Beneficial Interest shall initially be owned by BFF. Transfers of all or a portion of the Beneficial Interest may be made between BFF and any other Person who is an Affiliate of BFF (a “Permitted Affiliate Transferee”) upon delivery to the Owner Trustee of an Issuer Tax Opinion with respect to such Transfer. To the fullest extent permitted by applicable law, the Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge, hypothecate, rehypothecate, dispose of or convey, or grant a security interest in all or any part of its right, title and interest in and to (each such action, a “Transfer”), the Beneficial Interest to any other Person, except to any Permitted Affiliate Transferee. Any purported Transfer by a Beneficiary of all or any part of its right, title and interest in and to the Beneficial Interest to any Permitted Affiliate Transferee shall be effective only upon (i) receipt by the Owner Trustee of a written instrument of transfer executed by the transferring Beneficiary and the transferee, evidencing the transferee’s agreement to be bound by the provisions of this Agreement, (ii) such transfer is accompanied by information for the prospective transferee and such other documentation as may be reasonably required by the Owner Trustee, the Transferor or the Beneficiary in order to comply with Banking AML Law or the CTA, and (iii) the issuance of an Issuer Tax Opinion (which shall not be an expense of the Owner Trustee). The Owner Trustee shall notify the Beneficiary within ten (10) Business Days after receipt of a transfer request and all required documentation whether such transfer request is complete or what additional information is required. To the extent permitted by applicable law, any purported Transfer by a Beneficiary of all or any part of its right, title and interest in and to the Beneficial Interest which is not in compliance with the terms of this Section 3.02 shall be null and void.

ARTICLE IV

DISTRIBUTIONS OF FUNDS

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Section 4.01. Distribution of Funds. All income and capital proceeds received by the Trust to the extent not encumbered by the Indenture or any Indenture Supplement and otherwise available for distribution (or if encumbered by the Indenture, which have been released by the relevant parties benefiting from such encumbrance) shall be distributed to the Beneficiary.

Section 4.02. Payments from Trust Estate Only. All payments to be made by the Trust under this Agreement shall be made only from the income and the capital proceeds derived from the Trust Estate and only to the extent that the Trust shall have received income or capital proceeds from the Trust Estate. The Beneficiary agrees that it shall look solely to the income and capital proceeds derived from the Trust Estate (to the extent available for payment as herein provided) and that, except as specifically provided herein, the Trustee Bank shall not be subject to any liability for any amounts payable under this Agreement to the Beneficiary, except to the extent that non-payment is due to the Trustee Bank’s willful misconduct or gross negligence.

Section 4.03. [RESERVED]

Section 4.04. Transferor Interest; Transferor Certificates.

(a) The Transferor Interest is hereby issued to BFF as the initial Transferor. The Transferor shall hold the Transferor Interest, which shall have such rights and be entitled to all of the benefits as are set forth in this Agreement and the other Transaction Documents. Such Transferor Interest includes the right to receive amounts specified in the Indenture, any Indenture Supplement, the Servicing Agreement or the Transfer Agreement to be distributed to the holders of the Transferor Interest.

(b) At the election of the Transferor (which election may, from time to time, be changed or otherwise revised by the Transferor upon written notice by the Transferor to the Owner Trustee), a Transferor Certificate representing the Transferor’s interest in the Transferor Interest may be issued to the Transferor in registered form, substantially in the form attached as Exhibit B (the “Transferor Certificate”). The Transferor Certificate shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on such Transferor Certificate a certificate of authentication substantially in the form provided in Exhibit B hereto, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Transferor Certificate shall have been duly authenticated and delivered hereunder. Each Transferor Certificate shall be dated the date of its authentication.

(c) To the fullest extent permitted by applicable law, neither the Transferor Certificates (or any interest therein) nor any Transferor Interest (or any interest therein) may be Transferred to any Person unless the transferor thereof has (i) provided the Owner Trustee with a written instrument of transfer executed by the transferring owner of the Transferor Interest and the transferee, evidencing the transferee’s agreement to be bound by the provisions of this Agreement, (ii) information for the prospective transferee and such other documentation as may be reasonably required by the Owner Trustee or the Beneficiary in order to comply with Banking AML Law or the CTA, (iii) in the case of the transfer of a definitive Transferor Certificate, surrendered such Transferor Certificate to the Owner Trustee for registration of transfer or otherwise complied with the provisions of Section 4.04(d), (iv) complied with such other terms and conditions as the

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Beneficiary or Owner Trustee may require, and (v) provided the Owner Trustee and the Indenture Trustee with an Issuer Tax Opinion relating to such Transfer.

(d) If (i) a mutilated Transferor Certificate shall be surrendered to the Owner Trustee, or if the Owner Trustee shall receive evidence to its satisfaction of the destruction, loss or theft of a Transferor Certificate and (ii) in the case of a destroyed, lost or stolen Transferor Certificate, there shall be delivered to the Owner Trustee (as such and in its individual capacity) such security or indemnity as may be required by it to save it harmless, then the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee shall, at the written direction of the registered owner of the Transferor Interest authenticate and deliver, in exchange for or in lieu of the mutilated, destroyed, lost or stolen Transferor Certificate, a new Transferor Certificate of like tenor and denomination. In connection with the issuance of any new Transferor Certificate under this Section 4.04(d), the Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge or expense that may be imposed in connection therewith. Any duplicate Transferor Certificate issued pursuant to this Section 4.04(d) shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Transferor Certificate shall be found at any time.

ARTICLE V

ACTIONS BY OWNER TRUSTEE

Section 5.01. Prior Notice to Beneficiary and Transferor with Respect to Certain Matters. With respect to the following matters, unless otherwise instructed by the Beneficiary and the Transferor, the Trust shall not take action unless (i) the Transferor and the Beneficiary have jointly authorized the Trust to take such action or directed the Owner Trustee to take such action, or (ii) at least thirty (30) days before the taking of such action the Owner Trustee shall have notified the Beneficiary and the Transferor and neither the Beneficiary nor the Transferor shall have notified the Owner Trustee in writing within thirty (30) days of such notice that it objects to the Owner Trustee taking such action:

(a) the initiation of any claim or lawsuit by the Trust (other than an action to collect on any Receivable) or the compromise or settlement of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on any Receivable);

(b) the filing of an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act);

(c) the amendment of the Indenture by an Indenture Supplement in circumstances where the consent of any Noteholder is required;

(d) the amendment of the Indenture by an Indenture Supplement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Beneficiary or the Transferor;

(e) the amendment, change or modification of the Servicing Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Beneficiary or the Transferor;

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(f) the amendment, change or modification of the Transfer Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Beneficiary or the Transferor; or

(g) the appointment pursuant to the Indenture of a replacement or successor Note Registrar or Indenture Trustee, or the consent to the assignment by the Note Registrar or Indenture Trustee of its obligations under the Indenture.

Section 5.02. Restrictions on Power. The Owner Trustee shall not be required to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under any of the Transaction Documents or would be contrary to Section 2.03.

ARTICLE VI

AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01. Action Upon Instructions.

(a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only. Accordingly, subject to Section 5.01, Section 6.01(b) and Section 6.01(c), and Article VII, the Beneficiary shall direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article VI. Notwithstanding any other provision of this Agreement, but subject to Section 2.03 and Section 5.01, the Owner Trustee shall not take any action including but not limited to the execution of any documents, certificates or other instruments (other than the Transaction Documents and any documents, certificates or other instruments attached thereto or contemplated thereby), unless it receives written instructions from the Beneficiary.

(b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 6.01(a); provided, however, that the Owner Trustee shall not be required to take any such action if the Trustee Bank shall have been advised by counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in liability on the part of the Trustee Bank, unless the Trustee Bank shall have received additional indemnification or security satisfactory to the Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action.

(c) No Beneficiary shall direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement or any other Transaction Document, nor shall the Owner Trustee be obligated to follow any such direction.

(d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the

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course of action to be adopted, the Owner Trustee shall promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate written instructions within thirty (30) days of such notice (or within such shorter period of time as reasonably may be specified in such notice), it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to be in the best interests of the Beneficiary, and shall have no liability to any Person for such action or inaction.

(e) The Owner Trustee shall, subject to this Section 6.01, act in accordance with the instructions given to it by the Beneficiary pursuant to Section 6.01(b), and to the extent the Owner Trustee acts in good faith in accordance with such instructions, the Owner Trustee shall not be liable on account of such action to any Person.

Section 6.02. No Duty to Act Under Certain Circumstances. Notwithstanding anything contained herein to the contrary, no Owner Trustee, except an Owner Trustee authorized as a separate or co-trustee acting in accordance with Section 10.05, shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action would (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Trustee Bank; or (iii) subject the Trustee Bank to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Trustee Bank or the Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be at the expense of the Beneficiary) to determine whether any action required to be taken pursuant to the Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Owner Trustee that such action shall result in such consequences, the Owner Trustee may, or if instructed to do so by the Beneficiary, shall, appoint an additional trustee pursuant to Section 10.05 hereby to proceed with such action.

Section 6.03. No Duties Except Under Specified Agreements or Instructions.

(a) The Owner Trustee shall not have any duty or obligation to manage, control, use, make any payment in respect of, register, record, insure, inspect, sell, dispose of, create, maintain or perfect any security interest or title in or otherwise deal with any part of the Trust Estate, to prepare, file or record any document, financing statement, continuation statement or any amendment thereto, or report (including any tax related filing for any holder of Notes), to prepare or make Periodic Filings, or to otherwise take or refrain from taking any action under, or in connection with, this Agreement, the Trust or any document contemplated hereby to which the Trust or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement. The Owner Trustee shall not have any duty (including fiduciary duties arising at law or in equity) or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under,

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or in connection with, the Trust, this Agreement, or any document contemplated hereby to which the Trust or the Owner Trustee is or is to be a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.01; and no implied duties or obligations (including fiduciary duties) shall be read into this Agreement against the Owner Trustee. To the extent that, at law or in equity, the Owner Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to any other Person it is agreed that the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Owner Trustee otherwise existing at law or in equity replace such other duties and liabilities of the Owner Trustee. Unless otherwise directed by the Beneficiary in accordance with Section 6.01(a), the Owner Trustee shall have no obligation or duty to take any action the Trust is authorized and empowered to take pursuant to Section 2.03(a). The Trustee Bank nevertheless agrees that it shall, at its own cost and expense, promptly take all action as may be necessary to discharge any lien, pledge, security interest or other encumbrance on any part of the Trust Estate which results from actions by or claims against the Trustee Bank not related to the ownership of any part of the Trust Estate.

(b) The Owner Trustee agrees that it shall not manage, control, use, lease, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to, or the authority conferred upon, the Owner Trustee pursuant to this Agreement, or (ii) in accordance with the express terms hereof or pursuant to written instructions from the Beneficiary pursuant to Section 6.01.

Section 6.04. Trust Operation. Except to the extent otherwise expressly provided in the Transaction Documents, the operations of the Trust shall be conducted in accordance with the following standards:

(a) the Trust shall act solely in its own name through the Owner Trustee or the Beneficiary;

(b) the Trust shall not incur any indebtedness for money borrowed or incur any obligations except in connection with the purposes set forth in Section 2.03 of this Agreement;

(c) the Trust’s funds and assets shall at all times be maintained separately from those of the Beneficiary and its Affiliates;

(d) the Trust shall take all reasonable steps to continue its identity as a separate legal entity and to make it apparent to third persons that it is an entity with assets and liabilities distinct from those of the Beneficiary, the Beneficiary’s Affiliates or any other third person, and shall use stationery and other business forms of the Owner Trustee or the Trust and not that of the Beneficiary or any Affiliates thereof, and shall use its best efforts to avoid the appearance (i) of conducting business on behalf of the Beneficiary or any Affiliates thereof or (ii) that the assets of the Trust are available to pay the creditors of the Beneficiary or any Affiliates thereof;

(e) the Trust shall not hold itself out as being liable for the debts of the Beneficiary or any Affiliates thereof;

(f) the Trust shall not engage in any transaction with the Beneficiary or any Affiliates thereof, except as required, or specifically permitted, by this Agreement or any other

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Transaction Document or unless such transaction is otherwise on terms neither more favorable nor less favorable than the terms and conditions available at the time to the Trust for comparable transactions with other Persons; and

(g) to the fullest extent permitted by applicable law, the Trust shall not enter into any voluntary bankruptcy or insolvency proceeding without a finding that the Trust’s liabilities exceed its assets or that the Trust is unable to pay its debts in a timely manner as they become due.

Section 6.05. Execution of Documents. The Owner Trustee shall, at the written direction of the Beneficiary, execute and deliver on behalf of the Trust such instruments, agreements and certificates contemplated hereby to which the Trust is a party (such direction to be conclusively evidenced by the Owner Trustee’s execution and delivery of such documents to, and acceptance by, the Beneficiary or its counsel). The Beneficiary hereby confirms the Owner Trustee’s authorization under Section 2.03(b) to execute, on behalf of the Trust, the Transaction Documents to which the Trust is a party and any documents, certificates or other instruments attached thereto or contemplated thereby.

ARTICLE VII

CERTAIN MATTERS CONCERNING THE TRUSTEE BANK AND THE OWNER TRUSTEE

Section 7.01. Acceptance of Trusts and Duties. The Trustee Bank accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Trustee Bank shall not be answerable or accountable under any circumstances in its individual capacity, except (i) for its own willful misconduct or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03, (iii) for the failure by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation:

(a) the Owner Trustee shall be responsible only for performing such duties as are specifically and expressly set forth in this Agreement, and to the fullest extent permitted by law, no implied covenants, duties (including fiduciary duties) or obligations shall be read into this Agreement or any other Transaction Document against the Owner Trustee and the Owner Trustee shall have no duties or obligations under any Transaction Document except as expressly set forth herein;

(b) the Trustee Bank shall not be personally liable for any error of judgment made in good faith by a Responsible Officer of the Trustee Bank so long as the same shall not constitute gross negligence or willful misconduct;

(c) the Trustee Bank shall not be personally liable with respect to any action taken or omitted to be taken by the Trustee Bank in good faith in accordance with the instructions of the Beneficiary;

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(d) no provision of this Agreement or any Transaction Document shall require the Trustee Bank to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder in the absence of reasonable assurance that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(e) under no circumstance shall the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust;

(f) the Trustee Bank shall not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Beneficiary or the Transferor or with respect to any agreement entered into by the Trust;

(g) under no circumstances shall the Trustee Bank be responsible or liable for the action or inaction of the Beneficiary or the Transferor, nor shall the Trustee Bank be responsible for monitoring the performance of the Beneficiary’s or the Transferor’s duties hereunder or under the Transaction Documents or of any other Person acting for or on behalf of the Trust;

(h) to the fullest extent permitted by law, in no event shall the Trustee Bank be personally liable for special, consequential or punitive damages for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or provided to the Trustee Bank by, any other Person;

(i) the Trustee Bank shall not be liable for the default or misconduct of, and shall have no duty to appoint, supervise, or monitor, the Beneficiary, the Transferor, the Indenture Trustee or any other Person under this Agreement, any other Transaction Document or otherwise, and the Trustee Bank shall have no obligation or liability to independently monitor or independently perform the obligations of the Trust under this Agreement or any other Transaction Document;

(j) notwithstanding anything contained herein to the contrary, the Trustee Bank shall not be required to take any action if the taking of such action will (i) require the registration with, licensing by or the taking of any other similar action in respect of, any state or other non-U.S. federal governmental authority or agency of any jurisdiction other than the State of Delaware by or with respect to the Trustee Bank; (ii) result in any fee, tax or other governmental charge under the laws of any state or any non-U.S. federal jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Trustee Bank; or (iii) subject the Trustee Bank to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Trustee Bank or the Owner Trustee contemplated hereby. The Trustee Bank shall be entitled to obtain advice of counsel (which advice shall be an expense of the Trust,

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provided that such expenses shall be reasonable and documented) to determine whether any action reasonably required to be taken pursuant to this Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Trustee Bank that such action will result in such consequences, the Trustee Bank shall promptly notify the Beneficiary and, or if instructed to do so by the Beneficiary shall, appoint a co-trustee to proceed with such action within ten (10) Business Days of such instruction;

(k) the parties hereto acknowledge and agree that the Trustee Bank may act through its own officers and employees including Responsible Officers, and the Trustee Bank, officers and employees perform such functions solely as employees of the Trustee Bank and are not serving as employees, officers, or senior officers of the Trust;

(l) in the event that any provision of this Agreement implies or requires that action or forbearance from action be taken by a party but is silent as to which party has the duty to act or refrain from acting, the parties hereto agree that the Trustee Bank shall not be the party required to take the action or refrain from acting;

(m) The Trustee Bank shall neither be responsible for, nor imputed with, knowledge of the terms and conditions of any other agreement, instrument, or document, other than this Agreement and of the other Transaction Documents, or other documents to which it is a party (under any role), and shall have no duty to inquire as to the performance or nonperformance of any provision thereof by any other party, whether or not an original or a copy of such agreement has been provided to the Trustee Bank;

(n) in the event that any of the Trust Estate shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Trust Estate, the Trustee Bank is hereby expressly authorized, acting reasonably and in good faith, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, subject to compliance with applicable confidentiality agreements. The Trustee Bank shall provide prompt notice to the Beneficiary of any such court order and its intended response, to the extent permitted by law. In the event that the Trustee Bank obeys or complies with any such writ, order or decree it shall not be liable to any of the parties or to any other person, firm or corporation, provided it acted in good faith, even if, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated;

(o) the Trustee Bank shall not be responsible for the servicing of the assets comprising the Trust Estate, including appointing, monitoring or supervising any servicer or sub-servicer, or engaging in any other servicing related activities, all of which shall be governed by the Servicing Agreement;

(p) the Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee

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Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act;

(q) it shall be the Beneficiary’s duty and responsibility, and not the Trustee Bank’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory (including, without limitation, the CTA, if applicable), administrative, governmental, investigative or other proceeding or inquiry relating in any way to the trust, its assets or the conduct of its business; and

(r) the rights, protections, immunities and indemnities of the Trustee Bank under this Agreement shall apply equally to the Owner Trustee acting in such capacity (and vice versa) as if set forth herein mutatis mutandis.

Section 7.02. Furnishing of Documents.

The Owner Trustee shall furnish to the Beneficiary and the Indenture Trustee, promptly upon written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee with respect to the Trust or the Trust Estate.

Section 7.03. Representations and Warranties. The Trustee Bank, other than a Trustee Bank appointed as a separate or co-trustee, hereby represents and warrants to the Beneficiary that:

(a) The Trustee Bank is a Delaware banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware. The Trustee Bank has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

(b) The Trustee Bank has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement has been executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.

(c) None of the execution nor the delivery by it of this Agreement, the performance by it of its obligations under this Agreement, or the consummation by it of the transactions contemplated hereby nor compliance by the Trustee Bank with any of the terms or provisions hereof will contravene any federal law, governmental rule or regulation governing the banking or trust powers of the Trustee Bank or any judgment or order binding on the Trustee Bank, or constitute any default under (i) its charter documents or by-laws or (ii) any indenture, mortgage, lease, license, contract, agreement or instrument to which the Trustee Bank is a party or by which the Trustee Bank or any of the Trustee Bank’s properties may be bound.

(d) The Trustee Bank complies with all of the requirements of Chapter 38, Title 12 of the Delaware Code relating to the qualification of a trustee of a Delaware statutory trust.

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Section 7.04. Reliance; Advice of Counsel.

(a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s certificate of the relevant party, as to such fact or matter, and such officer’s certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b) The Owner Trustee may, at the expense of the Trust (i) exercise any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care, and the Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

Section 7.05. Not Acting in Individual Capacity. Except as provided in this Article VII, in accepting the trusts hereunder, the Trustee Bank acts solely as Owner Trustee hereunder and not in its individual capacity; and all Persons having any claim against the Trust or the Owner Trustee, whether by reason of the transactions contemplated by this Agreement or otherwise, shall look only to the Trust Estate (or a part thereof, as the case may be) for payment or satisfaction thereof, except as specifically provided in this Article VII.

Section 7.06. No Representations and Warranties as to the Trust Estate. The Owner Trustee makes no representation or warranty as to, and shall not be liable for, the title, value, existence, condition, design, operation, merchantability or fitness for use of the Trust Estate (or any part thereof) or any other representation or warranty, express or implied, whatsoever with respect to the Trust Estate (or any part thereof) except that the Owner Trustee, in its individual capacity, hereby represents and warrants to the Beneficiary that it will comply with the last sentence of Section 6.03(a).

Section 7.07. Signature of Periodic Filings. The Beneficiary shall sign on behalf of the Trust any Periodic Filings or other documents relating to the Trust prepared by, or at the direction of, the Beneficiary.

Section 7.08. Trustee Bank May Own Notes. The Trustee Bank may become the owner or pledgee of Notes and may deal with the Transferor, the Administrator and the Indenture Trustee in banking transactions with the same rights as it would have if it were not Owner Trustee.

Section 7.09. Electronic Means. The Trustee Bank shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Agreement and delivered using Electronic Means; provided, however, that the Beneficiary and

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the Transferor, as applicable, shall provide to the Trustee Bank an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Beneficiary and/or the Transferor, as applicable, whenever a person is to be added or deleted from the listing. If the Beneficiary and/or the Transferor, as applicable, elects to give the Trustee Bank Instructions using Electronic Means and the Trustee Bank in its discretion elects to act upon such Instructions, the Trustee Bank’s reasonable understanding of such Instructions shall be deemed controlling. The Beneficiary and/or the Transferor understand and agree that the Trustee Bank cannot determine the identity of the actual sender of such Instructions and that the Trustee Bank shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee Bank have been sent by such Authorized Officer. The Beneficiary and/or the Transferor shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee Bank and that the Beneficiary and/or the Transferor and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Beneficiary and/or the Transferor, as applicable. Subject to Section 7.01, the Trustee Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee Bank’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Beneficiary and/or the Transferor agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee Bank, including without limitation the risk of the Trustee Bank acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee Bank and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Beneficiary and/or the Transferor, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee Bank promptly upon learning of any compromise or unauthorized use of the security procedures.

ARTICLE VIII

COMPENSATION OF TRUSTEE BANK AND INDEMNIFICATION

Section 8.01. Trustee Bank’s Fees and Expenses. The Transferor and the Trust, as joint and several obligors, shall pay to the Trustee Bank all fees and other charges described in a separate fee agreement dated on or before the date hereof between the Transferor and the Trustee Bank promptly when due thereunder and reimburse the Trustee Bank for all other reasonable and documented out-of-pocket costs and expenses (including reasonable and documented fees and expenses of counsel) incurred by it in connection with its acting as Owner Trustee of the Trust. Except to the extent specifically provided in Section 7.06 of the Indenture, payment of such fees and expenses shall not be a recourse obligation of the Trust.

Section 8.02. Indemnification. To the fullest extent permitted by law, the Transferor and the Trust, as joint and several obligors, shall be liable, as primary obligor for, and shall indemnify the Trustee Bank and its successors, assigns, agents and servants (collectively, the “Indemnified Parties”) from and against, any and all liabilities, obligations, losses, damages, taxes,

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claims, actions and suits, and any and all reasonable and documented costs, expenses and disbursements (including reasonable and documented legal fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”) which may at any time be imposed on, incurred by, or asserted against any Indemnified Party in any way relating to or arising out of the Transaction Documents, the Trust Estate, the acceptance and administration of the Trust Estate, the application of any law, rule or regulation to the Trust, its assets or its beneficial owners; provided, that the Transferor and the Trust shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.01 and to the extent such Expenses arise directly from the Indemnified Party’s own failure to comply with applicable law applicable to it in its individual capacity; provided further that each of the Transferor and the Trust shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from (i) the Indemnified Party’s own willful misconduct or gross negligence, or (ii) the inaccuracy of any representation or warranty contained in Section 7.03 made by the Indemnified Party. In the event any such action, investigation or proceeding shall be brought involving an Indemnified Person, the Transferor shall assume the defense thereof, including the employment of counsel and the payment of all expenses. The Trustee Bank shall have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable counsel fees and expenses of such counsel shall be paid by the Transferor or the Trust.

Except to the extent specifically provided in Section 6.02 and 7.06 of the Indenture, the payment of such indemnified amounts shall not be a recourse obligation of the Trust.

The indemnification set forth herein shall survive the termination of this Agreement and the resignation or removal of the Trustee Bank.

Section 8.03. Payments to the Trustee Bank. Any amounts paid to the Trustee Bank pursuant to this Article VIII shall be deemed not to be a part of the Trust Estate immediately after such payment.

ARTICLE IX

TERMINATION OF TRUST AGREEMENT

Section 9.01. Termination of Trust Agreement.

(a) The Trust shall dissolve upon the final distribution of all moneys or other property or proceeds of the Trust Estate in accordance with this Agreement and the other Transaction Documents and the Delaware Statutory Trust Act. The bankruptcy, liquidation, dissolution, termination, death or incapacity of the Beneficiary shall not (x) operate to terminate this Agreement or dissolve the Trust, or (y) entitle the Beneficiary’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b) The Beneficiary shall not be entitled to revoke or terminate the Trust.

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(c) Following dissolution, upon the completion by the Beneficiary of the winding up of the Trust in accordance with the Delaware Statutory Trust Act, the Owner Trustee shall, at the written direction and expense of the Beneficiary, cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Delaware Statutory Trust Act and thereupon the Trust and this Agreement (other than Article VII, Article VIII and Section 11.08) shall terminate. The Owner Trustee shall be entitled to request and rely on instruction from the Beneficiary in connection with the filing of the certificate of cancellation.

ARTICLE X

SUCCESSOR OWNER TRUSTEES, CO-TRUSTEES AND SEPARATE OWNER TRUSTEES

Section 10.01. Eligibility Requirements for Owner Trustee. The Owner Trustee shall at all times (i) be a trust company or a banking corporation under the laws of its state of incorporation or a national banking association or federal savings association, having all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on a trust business in the State of Delaware, (ii) comply with the provisions of Section 3807 (and any other applicable Section) of the Delaware Statutory Trust Act and (iii) have a combined capital and surplus of at least $50,000,000 (or have its obligations and liabilities irrevocably and unconditionally guaranteed by an affiliated Person having a combined capital and surplus of at least $50,000,000) and be subject to supervision or examination by one or more Federal or state regulatory authorities. If such Person shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 10.01, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section 10.01, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.02.

Section 10.02. Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving thirty (30) days prior written notice thereof to the Beneficiary, the Transferor and the Administrator; provided, however, that such resignation and discharge shall only be effective upon the appointment of a successor Owner Trustee and the acceptance of such appointment by the successor Owner Trustee pursuant to Section 10.03. Upon receiving such notice of resignation, the Beneficiary shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within sixty (60) days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.

If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after written request therefor by the Beneficiary, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or

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insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Beneficiary may, but shall not be required to, remove the Owner Trustee. If the Beneficiary shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Beneficiary shall promptly (i) appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee and (ii) pay all fees owed to the outgoing Owner Trustee.

Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Beneficiary shall provide notice of such resignation or removal of the Owner Trustee to each Rating Agency.

Section 10.03. Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Beneficiary and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies and other property held by it under this Agreement; and the Beneficiary and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations.

No successor Owner Trustee shall accept appointment as provided in this Section 10.03 unless at the time of such acceptance such successor Owner Trustee shall be eligible under Section 10.01.

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.03, the Beneficiary shall mail notice of such acceptance of appointment, including the name of such successor Owner Trustee to the Transferor, the Administrator, the Indenture Trustee, the Noteholders and each Rating Agency. If the Beneficiary shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Beneficiary.

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 10.03, such successor Owner Trustee shall file an amendment to the Certificate of Trust with the Secretary of State reflecting the name and principal place of business of such successor Owner Trustee in the State of Delaware.

Section 10.04. Merger or Consolidation of Owner Trustee. Notwithstanding anything herein to the contrary, any Person into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger,

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conversion or consolidation to which the Owner Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder without the execution or filing of any instrument or any further act on the part of any of the parties hereto (provided that such Person shall meet the eligibility requirements set forth in Section 10.01); provided further that (a) the Owner Trustee shall mail notice of such merger or consolidation or such successor to all or substantially all of its corporate trust business to each Rating Agency and the Beneficiary and (b) the Owner Trustee shall file any necessary amendments to the Certificate of Trust with the Secretary of State.

Section 10.05. Appointment of Co-Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located, the Beneficiary and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by each of the Beneficiary and the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section 10.05, such powers, duties, obligations, rights and trusts as the Beneficiary and the Owner Trustee may consider necessary or desirable. If the Beneficiary shall not have joined in such appointment within fifteen (15) days after the receipt by them of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03.

Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(a) all rights, powers, duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

(b) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(c) the Beneficiary and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this

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Agreement and the conditions of this Article X. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Beneficiary.

Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

ARTICLE XI

MISCELLANEOUS

Section 11.01. Supplements and Amendments.

(a) This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Beneficiary and the Owner Trustee (at the written direction of the Beneficiary), without the consent of the Indenture Trustee, the Transferor or any of the Noteholders, upon, unless otherwise specified in this Section 11.01, (i) the delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion with respect to such amendment, which shall not be an expense of the Owner Trustee, (ii) satisfaction of the Rating Agency Condition, and (iii) an Officer’s Certificate of the Beneficiary addressed and delivered to the Owner Trustee and the Indenture Trustee, to the effect that the Beneficiary reasonably believes that such amendment will not have an Adverse Effect at the time of adoption or at any time in the future and that such amendment will not materially change the activities of the Trust determined by the Beneficiary in an Officer’s Certificate delivered to the Owner Trustee. The Owner Trustee shall not be responsible for determining whether such amendment to this Agreement shall significantly change the activities of the Trust.

Notwithstanding any other provision of this Section 11.01, this Agreement may be amended from time to time by an instrument signed by the Beneficiary and the Owner Trustee to modify, eliminate or add to the provisions of this Agreement to (i) facilitate compliance with the FDIC Rule or to modify, eliminate or add to the provisions of this Agreement as a result of changes in laws or regulations applicable to the Beneficiary, the Owner Trustee, the Trust, the Indenture Trustee, or the transactions governed by the Transaction Documents or (ii) cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, in each case upon delivery by the Beneficiary to the Indenture Trustee and the Owner Trustee of (x) an Officer’s Certificate of the Beneficiary, dated the date of any such amendment, to the effect that (A) the Beneficiary reasonably believes that such amendment will not have an Adverse Effect or (B) such amendment is required to remain in compliance with the

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FDIC Rule or any other change of law or regulation which applies to the Beneficiary, the Owner Trustee, the Trust, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, and (y) an Issuer Tax Opinion with respect to such amendment.

In addition, notwithstanding any other provision of this Section 11.01, this Agreement may be amended from time to time by an instrument signed by the Beneficiary and the Owner Trustee to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in this Agreement or in any amendment to this Agreement, upon delivery by the Beneficiary to the Indenture Trustee and the Owner Trustee of an Officer’s Certificate of the Beneficiary, dated the date of any such amendment, to the effect that the Beneficiary reasonably believes that such amendment will not have an Adverse Effect.

(b) Notwithstanding any other provision of this Section 11.01, this Agreement may also be amended from time to time, by a written instrument executed by the Owner Trustee (at the written direction of the Beneficiary) and the Beneficiary, with prior written notice to each Rating Agency, upon the delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion with respect to such amendment and (i) in the case of a significant change to Section 2.03(a) which the Beneficiary reasonably believes shall not have an Adverse Effect, at the time of adoption or at any time in the future, as set forth in an Officer’s Certificate to that effect delivered by the Beneficiary to the Indenture Trustee and the Owner Trustee, with the consent of holders of not less than a majority of the Outstanding Principal Amount of each Series or Class of Notes affected by such change, and (ii) in all other cases, with the consent of holders of more than 66²/₃% of the Outstanding Principal Amount of each Series or Class of Notes affected by such change; provided, however, that, without the consent of the holders of all of the Notes then outstanding, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments in respect of any Receivables or payments that are required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Principal Amount of the Notes, the holders of which are required to consent to any such amendment.

It shall not be necessary for the consent of the Noteholders or the Beneficiary pursuant to this Section 11.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State.

The Owner Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate of the Beneficiary to the effect that the amendment is authorized and that the conditions to such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

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Section 11.02. No Legal Title to Trust Estate in Beneficiary. The Beneficiary shall not have legal title to any part of the Trust Estate. No transfer, by operation of law or otherwise, of any right, title, and interest of the Beneficiary to and in its Beneficial Interest shall operate to terminate this Agreement or the trusts hereunder, dissolve the Trust or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate.

Section 11.03. Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Trustee Bank, the Transferor, the Beneficiary, the Administrator, the Indemnified Parties and, to the extent expressly provided herein, the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 11.04. Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices, directions and other communications hereunder shall be in writing and shall be deemed given upon receipt by the intended recipient or three (3) Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Owner Trustee shall be deemed given only upon actual receipt by the Owner Trustee), if to the Owner Trustee, addressed to the Corporate Trust Office; if to the Transferor or the Beneficiary, addressed to Bread Financial Funding, LLC, 3095 Loyalty Circle, Columbus, OH 43219; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

Section 11.05. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 11.06. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 11.07. Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Transferor and its successors and permitted assigns, the Owner Trustee and its successors and the Beneficiary and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by the Beneficiary shall bind the successors and assigns of the Beneficiary.

Section 11.08. Nonpetition Covenants.

-To the fullest extent permitted by applicable law, notwithstanding any prior termination of the Trust or this Agreement, the Owner Trustee (not in its individual capacity), the Trustee Bank, and the Beneficiary, by its acceptance of the Beneficial Interest, shall not at any time with respect to the Trust or the Beneficiary, acquiesce, petition or otherwise invoke or cause the Trust or the Beneficiary to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Trust or the Beneficiary under any Federal or state

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bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or the Beneficiary or any substantial part of their property, or ordering the dissolution, winding up or liquidation of the affairs of the Trust or the Beneficiary; provided, however, that this Section 11.08 shall not operate to preclude any remedy described in Article VII of the Indenture.

Section 11.09. No Recourse. The Beneficiary by accepting the Beneficial Interest acknowledges that the Beneficial Interest does not represent an interest in or obligation of the Transferor, the Administrator, the Trustee Bank, the Indenture Trustee or any Affiliate thereof, and no recourse may be had against such parties or their assets, or against the assets pledged under the Indenture, except as expressly provided in the Transaction Documents.

Section 11.10. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 11.11. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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; PROVIDED, HOWEVER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THERE SHALL NOT BE APPLICABLE TO THE BENEFICIARY, THE TRANSFEROR, THE TRUST, THE OWNER TRUSTEE, THE TRUSTEE BANK, OR THIS AGREEMENT ANY PROVISION OF THE LAWS (STATUTORY OR COMMON) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS HEREOF (A) THE FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE LIMITATIONS OR LIABILITIES OR AUTHORITIES AND POWERS OF THE OWNER TRUSTEE AS SET FORTH OR REFERENCED IN THIS AGREEMENT. SECTIONS 3540 AND 3561 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES (A) TO BE SUBJECT TO THE JURISDICTION OF

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THE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE, AND (B)(1) TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE AS SUCH PARTY’S AGENT FOR ACCEPTANCE OF LEGAL PROCESS, AND (2) THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SERVICE OF PROCESS MAY ALSO BE MADE ON SUCH PARTY BY PREPAID CERTIFIED MAIL WITH A PROOF OF MAILING RECEIPT VALIDATED BY THE UNITED STATES POSTAL SERVICE CONSTITUTING EVIDENCE OF VALID SERVICE, AND THAT SERVICE MADE PURSUANT TO (B)(1) OR (2) ABOVE SHALL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HAVE THE SAME LEGAL FORCE AND EFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF DELAWARE. EACH OF THE PARTIES HERETO AND THE BENEFICIARY HEREOF, BY ACCEPTING ITS INTEREST HEREIN, HEREBY IRREVOCABLY AND UNCONDITIONALLY TO THE EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER OR THEREUNDER.

Section 11.12. Acceptance of Terms of Agreement. THE RECEIPT AND ACCEPTANCE OF THE BENEFICIAL INTEREST BY THE BENEFICIARY OR THE TRANSFEROR OF THE TRANSFEROR INTEREST, AS EVIDENCED BY ITS EXECUTION OF THIS AGREEMENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE BENEFICIARY OF ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL CONSTITUTE THE TRUST’S GOVERNING INSTRUMENT UNDER THE DELAWARE STATUTORY TRUST ACT AND SO GOVERNS THE TRUST AND ITS ACTIVITIES.

Section 11.13. Integration of Documents. This Agreement shall be the governing instrument of the Trust and constitutes the entire agreement of the parties hereto and thereto with respect to the subject matter hereof and thereof and supersedes all prior agreements relating to the subject matter hereof and thereof.

Section 11.14. Anti-Money Laundering Law. In order to comply with laws, rules, regulations and executive orders applicable to financial institutions in effect from time to time relating to the funding of terrorist activities and money laundering, including Section 326 of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the customer identification program and the customer due diligence rules promulgated thereunder (collectively “Banking AML Law”), the Trustee Bank may be required to obtain, verify, record and update information regarding the identity of the Trust, the Transferor and the Beneficiary and may be required to obtain, verify, record and update information regarding the identity of other persons related thereto. The Beneficiary and the Transferor agree to provide to the Trustee Bank, upon the Trustee Bank’s reasonable request (provided that no such request shall be unduly burdensome or duplicative of information previously provided), such identifying information and documentation as may be available in order to permit compliance with Banking AML Law. In addition to the Trustee

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Bank’s obligations under Banking AML Law, the Corporate Transparency Act (31 U.S.C § 5336) and its implementing regulations (collectively, the “CTA”), may require the Trust to file reports with FinCen after the date of this Trust Agreement. The parties acknowledge and agree that for any period during which either the Trust or the Beneficiary are entities exempt from the requirements of the CTA, the obligations under the CTA do not apply to the Trust or the Beneficiary, as applicable. It shall be the Beneficiary’s duty and not the Trustee Bank’s duty to prepare any such filings, to cause the Trust to make such filings, and to cause the Trust to comply with its obligations under the CTA, if any. The Beneficiary acknowledges that the Owner Trustee acts solely as a directed trustee at the direction of the Beneficiary or Transferor hereunder and acknowledges and agrees that, to the fullest extent permitted by law, for the purposes of Banking AML Law and the CTA, the Beneficiary and the registered owner of the Transferor Interest are the sole direct owners of the Trust and one or more senior officers or other individuals affiliated with the Beneficiary or Transferor are persons with the power and authority to exercise substantial control over the Trust.

Section 11.15. Limitation on Damages. To the fullest extent permitted by law, no party hereto shall be liable to any other party hereto for any special, indirect, consequential, incidental, or punitive damages (including lost profits or loss of business opportunity) arising out of or in connection with this Agreement or the transactions contemplated hereby, regardless of the form of the action or the theory of recovery, even if such party has been advised of the possibility of such damages.

ARTICLE XII

COMPLIANCE WITH REGULATION AB

Section 12.01. Intent of the Parties; Reasonableness. The Transferor and the Trustee Bank acknowledge and agree that the purpose of this Article XII is to facilitate compliance with the provisions of Regulation AB and related rules and regulations of the Commission. The Transferor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the delivery in connection with a private offering of information of other performance comparable to that required thereunder). The Trustee Bank agrees to cooperate in good faith with any reasonable request by the Transferor and the Servicer (including any of their respective assignees or designees) for information in the Trustee Bank’s possession regarding the Trustee Bank which is required in order to permit compliance with the provisions of Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB as it relates to the Trustee Bank or to the Trustee Bank’s obligations under this Agreement.

Section 12.02. Information to Be Provided by the Trustee Bank. The Trustee Bank shall, as promptly as practicable following the receipt of actual knowledge thereof by a Responsible Officer of the Trustee Bank, notify the Transferor and the Servicer, in writing, of: (i) the commencement of, a material development in or, if applicable, the termination of, any and all legal proceedings against the Trustee Bank or any and all proceedings in which any property of the Trustee Bank is the subject, that are material to the Noteholders; and (ii) any such proceedings known to be contemplated by Governmental Authorities. In addition, the Trustee Bank shall

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furnish to the Transferor, in writing, the necessary disclosure regarding the Trustee Bank describing such proceedings required to be disclosed under Item 1117 of Regulation AB, for inclusion in reports filed by the Transferor or the Servicer, on behalf of the Trust, pursuant to the Exchange Act.

Notwithstanding the provisions of Section 12.01, the Trustee Bank shall (i) on an annual basis, on or before March 1^st, provide to the Transferor such information regarding the Trustee Bank as is requested in writing for the purpose of compliance with Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB; provided, however, that in the event that there has been no change to the information previously provided by the Owner Trustee to the Transferor, the Owner Trustee shall not be required to provide such information but shall instead provide a written confirmation to the Transferor that the previously provided information remains accurate and complete in all material respects, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Trustee Bank of any material changes to such information, provide to the Transferor and the Servicer, in writing, such updated information. Such information shall include, at a minimum:

(a) the Trustee Bank’s name and form of organization;

(b) a description of the extent to which the Trustee Bank has had prior experience serving as a trustee for asset-backed securities transactions involving credit card receivables; and

(c) a description of any affiliation between the Trustee Bank and any of the following parties to a Securitization Transaction, as such parties are identified to the Trustee Bank by the Transferor in writing at least three (3) Business Days in advance of such Securitization Transaction:

(i) the sponsor;

(ii) any depositor;

(iii) the issuing entity;

(iv) any servicer;

(v) any trustee;

(vi) any originator;

(vii) any significant obligor;

(viii) any enhancement or support provider;

(ix) any asset representations reviewer; and

(x) any other material transaction party.

In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

BNY MELLON TRUST OF DELAWARE
By:	/s/ Dawn Plows
	Name: Dawn Plows
	Title: Associate
BREAD FINANCIAL FUNDING, LLC,
as Beneficiary and Transferor
By:	/s/ Wai Chung
	Name: Wai Chung
	Title: Treasurer

[SIGNATURE PAGE TO AMENDED AND RESTATED TRUST AGREEMENT]

Exhibit A

FORM OF CERTIFICATE OF TRUST

OF

BREAD FINANCIAL CARD ISSUANCE TRUST

This Certificate of Trust of Bread Financial Card Issuance Trust (the “Trust”) has been duly executed and is being filed by the undersigned, as trustee, to create a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

1. Name. The name of the statutory trust created hereby is Bread Financial Card Issuance Trust.

2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware are BNY Mellon Trust of Delaware, 103 Bellevue Parkway, 3rd Floor, Wilmington, DE 19809, Attention: Corporate Trust Administration.

3. Effective Date. This Certificate of Trust shall be effective upon filing in the Office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Delaware Statutory Trust Act.

BNY MELLON TRUST OF DELAWARE,
not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:

Exhibit B

BREAD FINANCIAL CARD ISSUANCE TRUST

[FORM OF] TRANSFEROR CERTIFICATE

THIS TRANSFEROR CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS TRANSFEROR CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS TRANSFEROR CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO HEREIN.

EACH PURCHASER AND TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT IS NOT ACQUIRING THE CERTIFICATE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY.

No. [__] One Unit

BREAD FINANCIAL CARD ISSUANCE TRUST

TRANSFEROR CERTIFICATE

THIS TRANSFEROR CERTIFICATE REPRESENTS A TRANSFEROR INTEREST

RELATING TO THE

BREAD FINANCIAL CARD ISSUANCE TRUST (THE “TRUST”)

The corpus of the Trust consists of the Trust Estate.

(Not an interest in or obligation of the Transferor or any affiliate thereof)

This certifies that Bread Financial Funding, LLC is the registered owner of all of the Transferor Interest, subject to the lien of the Notes as provided in the Indenture, dated as of June 11, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among U.S. Bank Trust Company, National Association, as indenture trustee

(the “Indenture Trustee”), U.S. Bank National Association, as securities intermediary, and the Trust, existing pursuant to the Bread Financial Card Issuance Trust Amended and Restated Trust Agreement, dated as of June 11, 2026 (as further amended, restated, supplemented or otherwise modified from time to time, the “Trust Agreement”), by and between Bread Financial Funding, LLC, as beneficiary and as transferor (the “Transferor”), and BNY Mellon Trust of Delaware, as owner trustee (not in its individual capacity, but solely as owner trustee, the “Owner Trustee”). Capitalized terms used in this Transferor Certificate that are not defined herein are used as defined in the Trust Agreement. The corpus of the Trust consists of the Trust Estate (as defined in the Trust Agreement). Although a summary of certain provisions of the Transfer Agreement, dated as of June 11, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Transfer Agreement”), by and between the Transferor, the Trust, as issuer, and the Indenture Trustee, the Servicing Agreement, dated as of June 11, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Servicing Agreement”), by and among the Transferor, Comenity Capital Bank, as servicer and administrator, the Trust, as issuer, and the Indenture Trustee, the Trust Agreement and the Indenture (collectively, the “Agreements”) is set forth below, this Transferor Certificate does not purport to summarize the Agreements and reference is made to the Agreements for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Owner Trustee. A copy of the Agreements may be requested from the Owner Trustee by writing to the Owner Trustee. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreements.

This Transferor Certificate is issued under and is subject to the terms, provisions and conditions of the Agreements, to which Agreements, as amended, restated, supplemented or otherwise modified from time to time, the Transferor by virtue of its acceptance hereof assents and is bound.

This Transferor Certificate represents all of the Transferor’s interest in the Transferor Interest. The Transferor Interest includes the right to receive a portion of the collections and other amounts at the times and in the amounts specified in the Indenture and any Indenture Supplement to be paid to the Transferor on behalf of the holder of the Transferor Interest. In addition to the Transferor Certificate, Notes will be issued to investors pursuant to the Indenture.

Unless otherwise specified in an Indenture Supplement with respect to a particular Series of Notes, the Transferor has entered into the Transfer Agreement, and this Transferor Certificate is issued, with the intention that, for federal, state and local income and franchise tax purposes, (a) the Notes of each Series or Class which are characterized as indebtedness at the time of their issuance shall qualify as indebtedness of the Transferor secured by the applicable portion of the Trust Estate and (b) the Trust shall not be treated as an association (or a publicly traded partnership) taxable as a corporation. The Transferor, by the acceptance of this Transferor Certificate, agrees to treat the Notes for federal, state and local income and franchise tax purposes as indebtedness of the Transferor. Unless the certificate of authentication hereon has been executed by or on behalf of the Owner Trustee, by manual signature, this Transferor Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose.

THIS TRANSFEROR CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

IN WITNESS WHEREOF, the Trust has caused this Transferor Certificate to be duly executed.

BREAD FINANCIAL CARD ISSUANCE TRUST
By:	BNY MELLON TRUST OF DELAWARE,
	not in its individual capacity, but solely as Owner Trustee
By:
	Name:
	Title:

Dated: [________], 20[__]

CERTIFICATE OF AUTHENTICATION

This is the Transferor Certificate referred to in the within-mentioned Trust Agreement.

BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee	or	BNY MELLON TRUST OF DELAWARE,
		not in its individual capacity
		but solely as Owner Trustee

			By
				Authenticating Agent
By			By
	Authorized Signatory			Authorized Signatory

EX-10.2

Exhibit 10.2

Execution Version

ASSET REPRESENTATIONS REVIEW AGREEMENT

Among

COMENITY CAPITAL BANK,

as Seller,

BREAD FINANCIAL FUNDING, LLC

as Transferor,

COMENITY CAPITAL BANK,

as Servicer,

BREAD FINANCIAL CARD ISSUANCE TRUST,

as Issuer,

and

FTI CONSULTING, INC.,

as Asset Representations Reviewer

Dated as of June 11, 2026

TABLE OF CONTENTS

	Page
ARTICLE I USAGE AND DEFINITIONS		1
Section 1.01. Usage and Definitions		1
Section 1.02. Additional Definitions		1
ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER		4
Section 2.01. Engagement; Acceptance		4
Section 2.02. Confirmation of Status		5
Section 2.03. Use and Purpose of Reports		5
ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS		5
Section 3.01. Review Notice		5
Section 3.02. Identification of Subject Receivables		5
Section 3.03. Review Materials		5
Section 3.04. Performance of Reviews		6
Section 3.05. Review Reports		7
Section 3.06. Review Representatives; Cooperation		7
Section 3.07. Dispute Resolution		8
Section 3.08. Limitations on Review Obligations		8
ARTICLE IV ASSET REPRESENTATIONS REVIEWER		9
Section 4.01. Representations and Warranties		9
Section 4.02. Covenants		10
Section 4.03. Fees and Expenses		13
Section 4.04. Limitation on Liability		14
Section 4.05. Indemnification		14
Section 4.06. Inspections of Asset Representations Reviewer		15
Section 4.07. Delegation of Obligations		16
Section 4.08. Confidential Information		16
Section 4.09. Personally Identifiable Information		17
ARTICLE V RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRESENTATIONS REVIEWER		19
Section 5.01. Eligibility Requirements for Asset Representations Reviewer		19
Section 5.02. Resignation and Removal of Asset Representations Reviewer		19
Section 5.03. Successor Asset Representations Reviewer		20

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TABLE OF CONTENTS

(continued)

	Page
Section 5.04. Merger, Consolidation or Succession		21
ARTICLE VI OTHER AGREEMENTS		21
Section 6.01. Independence of Asset Representations Reviewer		21
Section 6.02. No Petition		22
Section 6.03. Limitation of Liability		22
Section 6.04. Termination of Agreement		22
ARTICLE VII MISCELLANEOUS PROVISIONS		22
Section 7.01. Amendments		22
Section 7.02. Assignment; Benefit of Agreement Third Party Beneficiaries		23
Section 7.03. Notices		23
Section 7.04. Governing Law; Jurisdiction		24
Section 7.05. No Waiver; Remedies		25
Section 7.06. Severability		25
Section 7.07. Headings		25
Section 7.08. Counterparts		25

ii

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of June 11, 2026 (this “Agreement”), among COMENITY CAPITAL BANK, a Utah industrial bank (together with any successor by merger, consolidation or otherwise, the “Bank”), as Seller (in such capacity, the “Seller”), BREAD FINANCIAL FUNDING, LLC, a Delaware limited liability company, as Transferor (the “Transferor”), the Bank, as Servicer (in such capacity, the “Servicer”), BREAD FINANCIAL CARD ISSUANCE TRUST, a Delaware statutory trust, as Issuer (the “Issuer” or the “Trust”), and FTI CONSULTING, INC. (the “Asset Representations Reviewer”), as Asset Representations Reviewer.

BACKGROUND

In connection with its credit card securitization program, the Seller transferred, and will transfer, receivables arising in certain credit card accounts to the Transferor pursuant to the Receivables Purchase Agreement (as defined herein). The Transferor has transferred, and will transfer, such receivables to Bread Financial Card Issuance Trust pursuant to the Transfer Agreement (as defined herein). Such receivables and the other assets of the Trust, together with all proceeds thereof (collectively, the “Collateral”), secure the Issuer’s obligations under the Indenture (as defined herein). The Issuer has granted a security interest in the Collateral to U.S. Bank Trust Company, National Association, a national banking association, as indenture trustee (the “Indenture Trustee”), pursuant to the Indenture.

The Issuer has determined to engage the Asset Representations Reviewer to perform reviews of compliance of the Seller and the Transferor with the representations and warranties made by the Seller and the Transferor with respect to certain receivables as set forth herein.

The parties agree as follows.

ARTICLE I

USAGE AND DEFINITIONS

Section 1.01. Usage and Definitions. Capitalized terms used but not defined in this Agreement shall have the meaning (if any) specified in the Indenture (including any supplement thereto).

Section 1.02. Additional Definitions. The following terms have the meanings given below:

“Additional Review Materials” has the meaning stated in Section 3.03(a).

“Affiliate” means with respect to any person, any other person directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified person. For the purposes of this definition, “control” when used with respect to any specified person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ARR Indemnified Person” has the meaning stated in Section 4.05(b).

“Asset Representations Review” means the performance by the Asset Representations Reviewer of the testing procedures for each Test according to Section 3.04.

“Asset Representations Review Period” has the meaning stated in Section 3.04(b).

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

“Collateral” has the meaning stated in the second paragraph of the “Background” section.

“Confidential Information” has the meaning stated in Section 4.08.

“Conflict of Interest” means a conflict of interest arising from the performance, or proposed performance, by the Asset Representations Reviewer of its obligations under this Agreement and the engagement or proposed engagement of the Asset Representations Reviewer with respect to other obligations or services for or on behalf of the Seller, the Transferor, the Servicer, the Issuer or any of their Affiliates (the “Second Matter”), where the performance or proposed performance of the obligations under this Agreement has an adverse effect on FTI Consulting, Inc. obtaining an engagement with respect to the Second Matter, provided, that, any conflict of interest can only become a Conflict of Interest if so determined by the Seller, the Servicer or such Affiliate, as applicable, in its reasonable discretion (i.e., such person deems FTI Consulting, Inc. to be disqualified from acting with respect to the Second Matter due to the conflict of interest if it remains unresolved), provided, further, that, a conflict of interest arising from a Second Matter involving (x) the performance by the Working Team of other obligations or services by or on behalf of the Seller or the Servicer or (y) the performance of services related to the Receivables shall in no event constitute a Conflict of Interest even if such conflict of interest has an adverse effect on FTI Consulting, Inc. obtaining an engagement with respect to such Second Matter.

“Draft Review Report” has the meaning stated in Section 3.05.

“Fee Letter” has the meaning stated in Section 4.03.

“Final Review Report” has the meaning stated in Section 3.05.

“FTI Property” means the methodology, layout, structure, sequence, organization, summary, calculation, or other tools used by the Asset Representations Reviewer to produce the Work Product, and any pre-existing or newly created materials which the Asset Representations Reviewer has used or intends to use in delivering services as an asset representations reviewer to multiple customers.

“Indemnified Party” has the meaning stated in Section 4.05(c).

“Indemnifying Party” has the meaning stated in Section 4.05(c)

“Indenture” means the Indenture, dated as of June 11, 2026, by and among the Issuer, the Indenture Trustee and the Securities Intermediary, as the same may be amended, restated, supplemented or otherwise modified from time to time.

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“Indenture Trustee” means U.S. Bank Trust Company, National Association, in its capacity as indenture trustee under the Indenture, its successors in interest and any successor indenture trustee under the Indenture.

“Information Recipients” has the meaning stated in Section 4.08.

“Issuer Indemnified Person” has the meaning stated in Section 4.05(a).

“Issuer PII” has the meaning stated in Section 4.09.

“Personally Identifiable Information” or “PII” has the meaning stated in Section 4.09.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated as of June 11, 2026, by and between the Bank and the Transferor, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Resignation Condition” means (i) the Asset Representations Reviewer has determined that the Asset Representations Reviewer no longer meets the eligibility requirements under Section 5.01 and has delivered to the Issuer, the Transferor and the Indenture Trustee an Opinion of Counsel to such effect, (ii) the Asset Representations Reviewer has determined that the performance of its duties under this Agreement is no longer permissible under applicable law and has delivered to the Issuer, the Transferor and the Indenture Trustee an Opinion of Counsel to such effect, (iii) there is an Unresolved Conflict of Interest, or (iv) an amount is due and unpaid under this Agreement (including an uncontested amount due in respect of indemnification) for ninety (90) calendar days after notice from the Asset Representations Reviewer to the Servicer of the amount due and owing.

“Review Commencement Date” has the meaning stated in Section 3.02.

“Review Fee” has the meaning stated in Section 4.03(b).

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

“Review Notice” has the meaning specified in Section 14.07 of the Indenture.

“Review Report” means any Draft Review Report or Final Review Report.

“Review Satisfaction Date” means the date on which the Noteholders have voted to cause the Asset Representations Reviewer to conduct an Asset Representations Review pursuant to Section 14.07 of the Indenture.

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“Servicing Agreement” means the Servicing Agreement, dated as of June 11, 2026, by and among the Bank, as Servicer and as Administrator, the Issuer, the Transferor and the Indenture Trustee, as amended, restated, supplemented or otherwise modified from time to time.

“Subject Receivables” means, for any Asset Representations Review, all Receivables that are 60-Day Delinquent Receivables as of the last day of the Monthly Period prior to the related Review Satisfaction Date; provided that, any Receivable which becomes a repurchased Receivable after the Review Satisfaction Date will no longer be a Subject Receivable.

“Test” has the meaning stated in Section 3.04(a).

“Test Complete” has the meaning stated in Section 3.04(c).

“Test Fail” has the meaning stated in Section 3.04(a).

“Test Pass” has the meaning stated in Section 3.04(a).

“Transfer Agreement” means the Transfer Agreement, dated as of June 11, 2026, among the Transferor, the Issuer and the Indenture Trustee, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

“Transaction Documents” means with respect to any Series or Class of Notes, collectively, this Agreement, the Servicing Agreement, the Indenture, any applicable Indenture Supplement, the Trust Agreement and the Receivables Purchase Agreement.

“Trust” has the meaning stated in the preamble of this Agreement.

“Unresolved Conflict of Interest” means a Conflict of Interest that has not been resolved by the parties, including by means of waivers or ethical walls, within thirty (30) days of the receipt of written notice by the Seller and the Servicer from the Asset Representations Reviewer of such Conflict of Interest, as determined by the Seller, the Servicer or an Affiliate; provided, that, upon a determination that a Conflict of Interest remains unresolved at the end of such thirty day period, the Seller shall send written notice of the Unresolved Conflict of Interest to the Asset Representations Reviewer.

“Work Product” means all works, data, reports and other items created, conceived or reduced to product pursuant to or in connection with this Agreement, including any Review Report.

“Working Team” means Kris Coghlan and the other employees of FTI Consulting, Inc. that are assigned to the engagement described in this Agreement, and their successors.

ARTICLE II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

Section 2.01. Engagement; Acceptance. The Issuer engages FTI Consulting, Inc. to act as the Asset Representations Reviewer for the Issuer. FTI Consulting, Inc. accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer, including conducting

4

a review of the underlying assets of the Issuer for compliance with representations and warranties on the pool assets, on the terms set forth in this Agreement.

Section 2.02. Confirmation of Status. The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Receivables and Accounts for compliance with the representations and warranties under the Transfer Agreement or the Receivables Purchase Agreement, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of any contractual provision under the Servicing Agreement, the Transfer Agreement or the Receivables Purchase Agreement.

Section 2.03. Use and Purpose of Reports. Except as otherwise provided herein, any Review Report provided by the Asset Representations Reviewer is provided for the sole use and benefit of the Seller and the Transferor for the purposes provided in this Agreement and the Indenture. Unless required by law or in accordance with this Agreement, the Seller and the Transferor shall not provide to any third party any information provided, or any Review Report, or refer to the Asset Representations Reviewer or its obligations under this Agreement, without the prior written consent of the Asset Representations Reviewer, which shall be conditioned on the execution of a third-party release letter in the form provided by the Asset Representations Reviewer. Notwithstanding the foregoing, (i) the Asset Representations Reviewer may deliver any Review Report to the Indenture Trustee, the Transferor, the Seller, the Servicer and other parties as described in Section 3.05, (ii) each of the Transferor, the Seller and the Servicer may inform the Securities and Exchange Commission and any other Governmental Authority that they are working with FTI Consulting, Inc. as the asset representations reviewer and FTI Consulting, Inc. may be referenced in any prospectus filed by or on behalf of the Issuer, (iii) this Agreement may be filed with the Securities and Exchange Commission and (iv) a summary of any Review Report may be included in any of the Issuer’s Form 10-D reports.

ARTICLE III

ASSET REPRESENTATIONS REVIEW PROCESS

Section 3.01. Review Notice. Following receipt of a Review Notice from the Issuer (or the Indenture Trustee on behalf of the Issuer) in accordance with Section 14.07(d) of the Indenture, the Asset Representations Reviewer shall commence a review of the Subject Receivables.

Section 3.02. Identification of Subject Receivables. Within fifteen (15) Business Days after receipt of a Review Notice, the Servicer will deliver to the Asset Representations Reviewer and the Indenture Trustee a list of the Accounts, identified by unique identification numbers assigned by the Servicer, in which the Subject Receivables arise. The Asset Representations Reviewer will have no obligation to start an Asset Representations Review until it has received a Review Notice, a list of the Accounts related to the Subject Receivables and access to the Review Materials in accordance with Section 3.03 (the “Review Commencement Date”).

Section 3.03. Review Materials.

(a)  Access to Review Materials. The Servicer will give the Asset Representations Reviewer access to the Review Materials for all of the Subject Receivables within sixty (60) calendar days after receipt of the Review Notice in one or more of the following ways: (i) by

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providing remote access to the Servicer’s receivables systems, (ii) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access, (iii) by providing photocopies of documents relating to the Subject Receivables to the Asset Representations Reviewer for use at its property or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer. The Servicer shall redact or remove Personally Identifiable Information from the Review Materials.

(b)  Missing or Insufficient Review Materials. If the Asset Representations Reviewer determines that any of the Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test (the “Additional Review Materials”), the Asset Representations Reviewer will use commercially reasonable efforts to notify the Servicer within thirty (30) calendar days after the Review Commencement Date, and in any event promptly upon discovery of such deficiency, and the Servicer will give the Asset Representations Reviewer access to such Additional Review Materials. If such Additional Review Materials are not provided by the Servicer within the later of (i) fifteen (15) calendar days following receipt of such notice and (ii) the last day of the Asset Representations Review Period without giving effect to the proviso in Section 3.04(b), the parties agree that each Subject Receivable subject to the applicable Test(s) will have a Test Fail for the related Test(s) and the Test(s) will be considered completed and the Draft Review Report will indicate the reason for the Test Fail.

Section 3.04. Performance of Reviews.

(a)  Test Procedures. For an Asset Representations Review, the Asset Representations Reviewer will perform for the Subject Receivables the procedures listed under “Tests” in Schedule A for each representation and warranty (each, a “Test”), using the Review Materials listed for each such Test in Schedule A. For each Test, the Asset Representations Reviewer will determine in its reasonable judgment if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”). If the result for more than one Subject Receivable is determinable by performing a Test once for such group of Subject Receivables, the Asset Representations Reviewer will use such determination for all such Subject Receivables.

(b)  Review Period. The Asset Representations Reviewer will complete the Asset Representations Review of all of the Subject Receivables within sixty (60) calendar days after the Review Commencement Date (the “Asset Representations Review Period”); provided, however, that if Additional Review Materials are provided to the Asset Representations Reviewer under Section 3.03(b), the Asset Representations Review Period will be extended for an additional thirty (30) calendar days.

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

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(d)  Previously Performed Test. If any Test is performed in an Asset Representations Review, the Asset Representations Reviewer will not perform such Test again in connection with any additional Asset Representations Review, if and to the extent the initial review is sufficient for the purpose of determining compliance with the Test in the subsequent Asset Representations Review, but will include the determination of such previous Test in the Final Review Report for the current Asset Representations Review; provided, that the Asset Representations Reviewer may conduct Tests relating to Subject Receivables for any time period not covered in previous Tests.

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

Section 3.05. Review Reports. The Asset Representations Reviewer will, within ten (10) Business Days after the end of the Asset Representations Review Period, deliver to the Indenture Trustee, the Seller, the Servicer and the Transferor a report indicating for each Subject Receivables whether there was a Test Pass or a Test Fail for each Test, or whether such Subject Receivable was assigned a Test Complete and the related reason (a “Final Review Report”); provided, however, that if the Asset Representations Reviewer determines there is a Test Fail with respect to any Subject Receivable, the Asset Representations Reviewer will, within ten (10) Business Days after the end of the Asset Representations Review Period, deliver to the Seller and the Servicer a preliminary report (a “Draft Review Report”) with respect to such Test Fail. In the event the Asset Representations Reviewer delivers a Draft Review Report: (i) the Servicer may provide Additional Review Materials and/or provide clarification regarding previously provided materials within fifteen (15) Business Days of receiving the Draft Review Report in order to resolve any Test Fail and (ii) the Asset Representations Reviewer will deliver to the Indenture Trustee, the Seller, the Servicer and the Transferor a Final Review Report no later than (x) ten (10) Business Days after receipt of such Additional Review Materials and/or clarification, if provided, or (y) the earlier of five (5) Business Days after (i) notification by the Servicer that it will not provide such Additional Review Materials or (ii) the expiration of the fifteen (15) Business Day period for providing such Additional Review Materials. The Final Review Report will contain a summary of the Asset Representations Review results, which may (in whole or in part) be included in the Form 10-D report with respect to the Issuer for the Monthly Period in which the Final Review Report is received. The Asset Representations Reviewer will ensure that the Final Review Report does not contain any Issuer PII.

Section 3.06. Review Representatives; Cooperation.

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

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

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

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

Section 3.07. Dispute Resolution. The Asset Representations Reviewer agrees and acknowledges that any Review Report may be used by the Issuer, the Seller, the Transferor, the Indenture Trustee or the Servicer in any dispute resolution proceeding, but the Asset Representations Reviewer shall have no obligation to participate in such dispute resolution proceeding. No additional fees or reimbursement of expenses shall be paid to the Asset Representations Reviewer regarding such use of any Review Report.

Section 3.08. Limitations on Review Obligations.

(a)  Review Process Limitations. The Asset Representations Reviewer will have no obligation:

(i)  to determine whether a Delinquency Trigger has occurred or whether the required percentage of Noteholders has voted to direct an Asset Representations Review under the Indenture, and may rely on the information in any Review Notice delivered to the Asset Representations Reviewer;

(ii)  to determine which Receivables are subject to an Asset Representations Review, and may rely on the lists of Subject Receivables provided by the Servicer;

(iii)  to obtain or confirm the validity of the Review Materials and shall have no liability for any errors or omissions in the Review Materials, and may rely on the accuracy and completeness of the Review Materials;

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

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

(vi)  to provide or obtain a legal opinion or to make a legal determination or conclusion; or

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

(b)  Testing Procedure Limitations. The Asset Representations Reviewer will only be required to perform the testing procedures listed under “Tests” in Schedule A, and will not be obligated to perform additional procedures on any Review Receivable or to provide any information other than pursuant to Section 3.05. Subject to Section 7.01, the Tests in Schedule A may be modified from time to time with the written consent of the Issuer, Servicer and Asset Representations Reviewer, if due to a change in available data, the presentation or formatting thereof, or other considerations, there exists an alternative Test and/or set of Review Materials that in the good faith determination of the Servicer, the Issuer and the Asset Representations Reviewer are designed to produce at least as accurate a determination of compliance with one or more representations and warranties as the Test and/or Review Materials being replaced.

ARTICLE IV

ASSET REPRESENTATIONS REVIEWER

Section 4.01. Representations and Warranties. The Asset Representations Reviewer represents and warrants to the Issuer as of the Closing Date:

(a)  Organization and Qualification. The Asset Representations Reviewer is duly organized and validly existing as a corporation in good standing under the laws of the State of Maryland. The Asset Representations Reviewer is qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(b)  Power, Authority and Enforceability. The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c)  No Conflicts and No Violation. The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (i) conflict with, or be a breach or default under, any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document under which the Asset

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Representations Reviewer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the properties or assets of the Asset Representations Reviewer under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (iii) violate the organizational documents of the Asset Representations Reviewer or (iv) violate any law or, to the Asset Representations Reviewer’s knowledge, any order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

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

(e)  Eligibility. The Asset Representations Reviewer meets the eligibility requirements in Section 5.01.

(f)  Consents. All material authorizations, consents, orders, approvals or other actions of any governmental authority required to be obtained or effected by the Asset Representations Reviewer in connection with its execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof have been duly obtained or effected and are in full force and effect.

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

(h)  Intellectual Property. The Asset Representations Reviewer owns or has the right to use all software, designs, utilities, tools, models, systems and other methodologies and know how that the Asset Representations Reviewer may use in performing its obligations under this Agreement and such usage shall not infringe upon the rights of any third party or violate any applicable laws.

Section 4.02. Covenants. The Asset Representations Reviewer covenants and agrees that:

(a)  Eligibility. It will notify the Issuer, the Transferor, the Seller, the Servicer and the Indenture Trustee promptly upon becoming aware that it no longer meets the eligibility requirements in Section 5.01.

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(b)  Review Systems; Personnel. It will maintain business process management and/or other systems necessary to ensure that it can perform each Test. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Asset Representations Reviews as required by this Agreement.

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

(d)  Review Procedures Audit. The Asset Representations Reviewer will maintain an audit trail for the Review Materials received, the Review Procedures performed and any determinations made in connection with a Review.

(e)  Work Product. The Seller will receive title to all Work Product free and clear of all mortgages, liens, pledges, custodianships, security interest or other encumbrances, restrictions, claims or charges of any kind, except to the extent that it constitutes FTI Property. The Asset Representations Reviewer hereby grants to the Seller, the Servicer and the Issuer a royalty-free, paid-up, non-exclusive, worldwide, irrevocable, perpetual license to use and reproduce the FTI Property in connection with such Person’s use of the Work Product.

(f)  Information to Be Provided.

(i)  The Asset Representations Reviewer shall (a) if any legal proceeding has been identified by the Asset Representations Reviewer as reportable under Item 1117 of Regulation AB, within 30 calendar days after the end of each calendar quarter, provide to the Transferor such information regarding the Asset Representations Reviewer for purposes of compliance with Items 1109(b), 1117 and 1119 of Regulation AB, and (b) upon five (5) Business Days prior request from the Transferor in connection with issuance of notes by the Issuer, enter into an Indemnification Agreement in substantially the form of Exhibit A hereto. In connection with each such request, the Transferor shall identify by name the parties set forth in subsection 4.02(f)(i)(C) below. As promptly as practicable following notice to or discovery by the Asset Representations Reviewer of any material changes to the information most recently provided by it pursuant to this subsection 4.02(f) or otherwise for purposes of compliance with Items 1117, 1109(b) or 1119 of Regulation AB, the Asset Representations Reviewer shall provide to the Transferor, in writing, notice of such material changes. Such information shall include:

(A) the Asset Representations Reviewer’s name and form of organization;

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

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(C) a description of any affiliation between the Asset Representations Reviewer and any of the following parties to a securitization transaction, as such parties are identified by name to the Asset Representations Reviewer in connection with the most recent request by the Transferor pursuant to subsection 4.02(f)(i);

(1) the sponsor;

(2) any depositor;

(3) the issuing entity;

(4) any servicer;

(5) any trustee;

(6) any originator;

(7) any significant obligor;

(8) any enhancement or support provider;

(9) any underwriter;

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

(11) any other material transaction party.

(ii)  In connection with each Report on Form 10-K with respect to the Notes and each Report on Form 10-D with respect to the Notes filed by or on behalf of the Transferor, the Asset Representations Reviewer shall be deemed to represent and warrant, as of the date that is fifteen (15) days prior to the Issuer’s Annual Report Date of each calendar year for the Report on Form 10-K with respect to the information recently provided by the Asset Representations Reviewer for the purposes of compliance with Items 1109(b), 1117 and 1119 of Regulation AB, and as of the related Distribution Date for each Report on Form 10-D with respect to the information most recently provided by the Asset Representations Reviewer for the purposes of compliance with Item 1117, that such information is materially correct and does not have any material omissions, unless the Asset Representations Reviewer has provided an update to such information.

(g)  Opinion of Counsel. On the date hereof and upon five (5) Business Days’ prior written notice in connection with an issuance of Notes registered on Form SF-3, the Asset Representations Reviewer shall provide an opinion of counsel, which may be an opinion of in-house counsel, addressed to the Servicer, the Indenture Trustee, the Owner Trustee, the Issuer, each Rating Agency and the representatives of the underwriters for the Notes to the effect that:

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

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

(iii)  this Agreement has been duly and validly executed and delivered by the Asset Representations Reviewer;

(iv)  the execution and delivery by the Asset Representations Reviewer of this Agreement and the consummation of the services contemplated hereby will not conflict with, result in a breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under (A) the by-laws of the Asset Representations Reviewer, (B) to the best of such counsel’s knowledge after due inquiry and investigation, any material indenture, contract, lease, mortgage, deed of trust or other instrument of agreement to which the Asset Representations Reviewer is a party or by which the Asset Representations Reviewer is bound or (C) to the best of such counsel’s knowledge after due inquiry and investigation, any judgment, writ, injunction, decree, order or ruling of any court or governmental authority having jurisdiction over the Asset Representations Reviewer; and

(v)  the execution and delivery by the Asset Representations Reviewer of this Agreement and the consummation of the services contemplated hereby will not result in a violation of any applicable statute, rule or regulation to which the Company is subject that would have a material adverse effect on (i) the ability of the Company to perform its obligations under this Agreement or (ii) the business, operations, assets, liabilities or financial condition of the Company and its subsidiaries as a whole; and

(vi)  to the best of counsel’s knowledge after due inquiry and investigation, the Company is not a party to any pending action or proceeding before any court, governmental agency or arbitrator which (i) purports to affect the legality, validity, binding effect or enforceability of the Agreement, or (ii) could have a material adverse effect on (x) the ability of the Company to perform its obligations under the Agreement or (y) the business, operations, assets, liabilities or financial condition of the Company and its subsidiaries as a whole.

Section 4.03. Fees and Expenses.

(a)  Annual Fee. The Servicer will pay the Asset Representations Reviewer, as compensation for agreeing to act as the Asset Representations Reviewer under this Agreement, an annual fee in the amount set forth in a fee letter, dated as of the date hereof among the Servicer, the Issuer and the Asset Representations Reviewer (the “Fee Letter”). The annual fee will be paid as agreed in this Section 4.03(a) by the Servicer until this Agreement is terminated.

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(b)  Review Fee. Following the completion of an Asset Representations Review and the delivery to the Indenture Trustee, the Seller, the Servicer and the Transferor of the Final Review Report, or the termination of an Asset Representations Review according to Section 3.04(e), and the delivery to the Servicer, of a detailed invoice, the Asset Representations Reviewer will be entitled to a fee for each Asset Representations Review as set forth in the Fee Letter (the “Review Fee”). However, no Review Fee will be charged for any Tests that were performed in a prior Asset Representations Review to the extent provided in Section 3.04, or for any Asset Representations Review in which no Tests were completed prior to the Asset Representations Reviewer being notified of a termination of the Asset Representations Review in accordance with Section 3.04(e). The Servicer will pay the Review Fee to the Asset Representations Reviewer within thirty (30) days of receipt of the detailed invoice from the Asset Representations Reviewer. If an Asset Representations Review is terminated according to Section 3.04(e), the Asset Representations Reviewer must submit its invoice for the Review Fee for the terminated Review no later than five (5) Business Days before the final Distribution Date in order to be reimbursed no later than the final Distribution Date.

(c)  Reimbursement of Travel Expenses. If the Servicer provides access to the Review Materials at one of its properties, the Servicer will reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Asset Representations Review upon receipt of a detailed invoice. In addition, upon receipt of a detailed invoice, the Servicer will reimburse the Asset Representations Reviewer for its reasonable and documented out-of-pocket expenses incurred in connection with conducting an Asset Representations Review, including reasonable fees and expenses of its legal counsel upon receipt of a detailed invoice.

Section 4.04. Limitation on Liability. In no event will the Asset Representations Reviewer be liable for special, indirect or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.

Section 4.05. Indemnification. (a) Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Transferor, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents (each, an “Issuer Indemnified Person”) for all costs, expenses (including the costs and expenses of defending itself against any loss, damage or liability including the cost of investigation, and including reasonable attorney’s fees and expenses), losses, damages and liabilities resulting from (i) the willful misconduct, bad faith or gross negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (ii) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants and other obligations in this Agreement (the “Issuer Losses”), except to the extent that any such Issuer Losses are determined by a final non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of the Issuer Indemnified Person or persons in respect of whom such liability is asserted. The Asset Representations Reviewer’s obligations under this Section 4.05 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

(b)  Indemnification by Seller. The Seller will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “ARR Indemnified Person”),

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for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the costs and expenses of defending itself against any loss, damage or liability including the cost of investigation, and including reasonable attorney’s fees and expenses) (the “ARR Losses”), except to the extent that any such ARR Losses are determined by a final non-appealable order of a court of competent jurisdiction to have resulted from (i) the bad faith, gross negligence or willful misconduct of the ARR Indemnified Person or persons in respect of whom such liability is asserted or (ii) the Asset Representations Reviewer’s breach of any of its representations, warranties or covenants in this Agreement.

(c)  Proceedings. Promptly on receipt by an Issuer Indemnified Person or an ARR Indemnified Person (each, an “Indemnified Party”) of notice of a Proceeding against it, the Indemnified Party will, if a claim is to be made under Section 4.05(a) or Section 4.05(b), as applicable, notify the Seller or the Asset Representations Reviewer, as applicable (each, an “Indemnifying Party”) of the Proceeding. The Indemnifying Party may participate in and assume the defense and settlement of a Proceeding at its expense. If the Indemnifying Party notifies the Indemnified Party of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Party, and so long as the Indemnifying Party assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Party, the Indemnifying Party will not be liable for legal expenses of counsel to the Indemnified Party unless there is a conflict between the interests of the Indemnifying Party, and an Indemnified Party. If there is a conflict, the Indemnifying Party will pay for the reasonable fees and expenses of separate counsel to the Indemnified Party. No settlement of a Proceeding may be made without the approval of the Indemnifying Party and the Indemnified Party, which approval will not be unreasonably withheld.

(d)  Survival of Obligations. Each of the Seller’s and the Asset Representations Reviewer’s obligations under this Section 4.05 will survive the resignation or removal of the Asset Representations Reviewer and the termination of this Agreement.

(e)  Repayment. If an Indemnifying Party makes any payment under this Section 4.05 and the Indemnified Party later collects any of the amounts for which the payments were made to it from others, the Indemnified Party will promptly repay the amounts to the Indemnifying Party.

Section 4.06. Inspections of Asset Representations Reviewer. The Asset Representations Reviewer agrees that, from and after the completion of the first Asset Representations Review, if any, upon reasonable prior notice not more than once during any year, it will permit authorized representatives of the Issuer, the Seller, the Servicer, the Transferor or the Indenture Trustee during the Asset Representations Reviewer’s normal business hours, to examine and review the books of account, records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer’s obligations under this Agreement and (b) the protection of Confidential Information. In addition, the Asset Representations Reviewer will permit the Issuer’s, the Seller’s, the Servicer’s, the Transferor’s or the Indenture Trustee’s representatives to conduct inspections to confirm compliance with Section 4.08 and Section 4.09, and to make copies and extracts of any of appropriate books of account, records, reports and other documents and to discuss them with the Asset Representations Reviewer’s officers and employees. Each of the Issuer, the Seller, the Servicer, the Transferor and the Indenture Trustee will, and will cause its authorized representatives to, hold in confidence the information except if disclosure may be required by law or if the Issuer, the Seller, the Servicer,

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the Transferor or the Indenture Trustee reasonably determines that it is required to make the disclosure under this Agreement or the other Transaction Documents. The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and materials for a period of at least two years after the termination of its obligations under this Agreement. In addition, the Asset Representations Reviewer hereby agrees to use commercially reasonable efforts to assist the Bank in meeting its audit and regulatory requirements, including making records that are maintained and/or produced by the Asset Representations Reviewer under this Agreement available for examination and audit by any Governmental Authority that has jurisdiction over the Bank.

Section 4.07. Delegation of Obligations. The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the parties to this Agreement, which may be withheld in such party’s sole discretion.

Section 4.08. Confidential Information.

(a)  Treatment. The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement, as well as any initial materials previously provided, in confidence and under the terms and conditions of this Section 4.08, and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information. The Confidential Information will not, without the prior consent of the Issuer, the Servicer and the Transferor, be disclosed or used by the Asset Representations Reviewer, any of its Affiliates or any of its Affiliates’ officers, directors, employees, agents, representatives or affiliates, including legal counsel (collectively, the “Information Recipients”) other than for the purposes of performing Asset Representations Reviews of Subject Receivables or performing its obligations under this Agreement. The Asset Representations Reviewer agrees that it will not, and will cause its Affiliates to not (i) purchase or sell securities issued by the Seller or the Issuer or their Affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications or similar communications.

(b)  Definition. “Confidential Information” means oral, written and electronic materials (irrespective of its source or form of communication) furnished before, on or after the date of this Agreement to the Asset Representations Reviewer for the purposes contemplated by this Agreement, including but not limited to:

(i)  lists of Subject Receivables and any related Review Materials;

(ii)  origination and servicing guidelines, policies and procedures, and form contracts; and

(iii)  notes, analyses, compilations, studies or other documents or records prepared by the Servicer, which contain information supplied by or on behalf of the Servicer or its representatives.

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However, Confidential Information will not include information that (A) is or becomes generally available to the public other than as a result of disclosure by the Information Recipients, (B) was available to, or becomes available to, the Information Recipients on a non-confidential basis from a Person or entity other than the Issuer, the Seller, the Transferor or the Servicer before its disclosure to the Information Recipients who, to the knowledge of the Information Recipient is not bound by a confidentiality agreement with the Issuer, the Transferor or the Servicer and is not prohibited from transmitting the information to the Information Recipients, (C) is independently developed by the Information Recipients without the use of the Confidential Information, as shown by the Information Recipients’ files and records or other evidence in the Information Recipients’ possession or (D) the Issuer, the Seller, the Transferor or the Servicer provides permission to the applicable Information Recipients to release.

(c)  Protection. The Asset Representations Reviewer will use commercially reasonable efforts to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information, including those measures that it takes to protect its own confidential information and not less than a reasonable standard of care. The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional requirements in Section 4.09.

(d)  Disclosure. If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information. However, before a required disclosure, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, will use its commercially reasonable efforts to provide the Issuer, the Seller, the Transferor and the Servicer with prompt notice of the requirement and will cooperate, at the Seller’s expense, in the Issuer’s, the Seller’s, the Transferor’s and the Servicer’s pursuit of a proper protective order or other relief for the disclosure of the Confidential Information. If the Issuer, the Seller, the Transferor or the Servicer is unable to obtain a protective order or other proper remedy by the date that the information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose.

(e)  Responsibility for Information Recipients. The Asset Representations Reviewer will be responsible for a breach of this Section 4.08 by its Information Recipients.

(f)  Violation. The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Issuer, the Seller, the Servicer, the Transferor or the Indenture Trustee and each of the Issuer, the Seller, the Servicer, the Transferor or the Indenture Trustee may seek injunctive relief in addition to legal remedies. If an action is initiated by the Issuer, the Seller, the Servicer, the Transferor or the Indenture Trustee to enforce this Section 4.08, the prevailing party will be entitled to reimbursement of costs and expenses, including reasonable attorney’s fees, incurred by it for the enforcement.

Section 4.09. Personally Identifiable Information.

(a)  Definitions. “Personally Identifiable Information” or “PII” means information in any format about an identifiable individual, including, name, address, phone number, e-mail

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address, account number(s), personal identification number(s), any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual; provided, however, that Personally Identifiable Information or PII shall not mean or be deemed to include any identification number that is assigned for recordkeeping purposes by the Servicer or an affiliate thereof to an individual or account and that is not a cardholder account number. “Issuer PII” means PII furnished by the Issuer, the Seller, the Transferor, the Servicer or their Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.

(b)  Use of Issuer PII. The Issuer does not grant the Asset Representations Reviewer any rights to Issuer PII. None of the Issuer, the Seller, the Transferor or the Servicer intend to share, provide or supply any Issuer PII to the Asset Representations Reviewer. However, if the Asset Representations Reviewer receives any Issuer PII, the Asset Representations Reviewer will immediately (i) notify the Servicer and (ii) indefeasibly delete and destroy such Issuer PII. Notwithstanding the foregoing, the Asset Representations Reviewer must comply with all laws applicable to PII, Issuer PII and the Asset Representations Reviewer’s business, including any legally required codes of conduct, including those relating to privacy, security and data protection. The Asset Representations Reviewer will implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical and physical safeguards to (i) protect the security, confidentiality and integrity of Issuer PII, (ii) ensure against anticipated threats or hazards to the security or integrity of Issuer PII, (iii) protect against unauthorized access to or use of Issuer PII and (iv) otherwise comply with its obligations under this Agreement. These safeguards include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection and data transmission protection) and physical security measures.

(c)  Additional Limitations. In addition to the use and protection requirements described in Section 4.09(b), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements:

(i)  The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) with the prior consent of the Issuer or (B) as required by applicable law. When permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel who may access Issuer PII on the proper use of and protection of Issuer PII.

(ii)  The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the prior consent of the Issuer.

(d)  Notice of Breach. The Asset Representations Reviewer will notify the Issuer, the Seller, the Transferor and the Servicer promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Issuer PII, if any, and, where applicable, immediately take action to prevent any further breach.

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(e)  Return or Disposal of Issuer PII. Except where return or disposal is prohibited by applicable law, promptly on the earlier of the completion of the Asset Representations Review or the request of the Issuer, all Issuer PII in any medium in the Asset Representations Reviewer’s possession or under its control will be (i) destroyed in a manner that prevents its recovery or restoration or (ii) if so directed by the Issuer, returned to the Issuer without the Asset Representations Reviewer retaining any actual or recoverable copies, in both cases, without charge to the Issuer: provided, that if PII was provided to the Asset Representations Reviewer notwithstanding the second sentence of Section 4.09(b), (i) the Asset Representations Reviewer shall promptly notify the Servicer and (ii) the Servicer shall be responsible for all costs of destruction or return to the Issuer or maintenance by the Asset Representations Reviewer of such PII, as applicable. Where the Asset Representations Reviewer retains Issuer PII, the Asset Representations Reviewer will limit the Asset Representations Reviewer’s further use or disclosure of Issuer PII to that required or permitted by applicable law or required under this Agreement.

(f)  Compliance; Modification. The Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset Representations Reviewer’s compliance with this Section 4.09. The Asset Representations Reviewer and the Issuer agree to modify this Section 4.09 as necessary from time to time for either party to comply with applicable law.

(g)  Affiliates and Third Parties. If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing an Asset Representations Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.09, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party will be entitled to enforce the PII related terms of this Section 4.09 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

ARTICLE V

RESIGNATION AND REMOVAL;

SUCCESSOR ASSET REPRESENTATIONS REVIEWER

Section 5.01. Eligibility Requirements for Asset Representations Reviewer. The Asset Representations Reviewer must be a Person who (a) is not an Affiliate of the Seller, the Transferor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not an Affiliate of a Person that was, engaged by the Seller or any underwriter to perform any due diligence on the Receivables.

Section 5.02. Resignation and Removal of Asset Representations Reviewer. No Resignation of Asset Representations Reviewer. The Asset Representations Reviewer will not resign as Asset Representations Reviewer (i) prior to the third anniversary hereof, (ii) within one hundred sixty-five (165) days following the latest occurrence of the filing of a Securities Exchange Act Form 10-D reporting that a Delinquency Trigger has occurred or (iii) if a Review Notice has been received by the Asset Representations Reviewer, until after delivery by the Asset Representations Reviewer of a Final Review Report pursuant to Section 3.05; provided, however, that, notwithstanding the foregoing, the Asset Representations Reviewer may resign if a

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Resignation Condition has occurred. The Asset Representations Reviewer will provide sixty (60) calendar days’ prior written notice of its resignation to the Seller, the Servicer, the Issuer, the Transferor and the Indenture Trustee.

(b)  Removal of Asset Representations Reviewer for Cause. Subject to Section 5.02(e), the Issuer, by notice to the Asset Representations Reviewer, may remove the Asset Representations Reviewer at any time and terminate its rights and obligations under this Agreement if any of the following events shall occur:

(i)  the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.01;

(ii)  the Asset Representations Reviewer breaches any of its representations, warranties, covenants or obligations in this Agreement; or

(iii)  an Insolvency Event of the Asset Representations Reviewer occurs;

provided, however, that the Issuer shall provide the Asset Representations Reviewer with thirty (30) calendar days’ prior written notice of a removal pursuant to clause (i) or (ii).

(c)  Voluntary Removal of Asset Representations Reviewer. Subject to Section 5.02(e), the Issuer, in its sole discretion, may remove the Asset Representations Reviewer and terminate its rights and obligations under this Agreement by providing the Asset Representations Reviewer with at least thirty (30) calendar days’ prior written notice; provided, however, that the Issuer may not terminate the Asset Representations Reviewer under this Section 5.02(c) (i) if a Review Notice has been received by the Asset Representations Reviewer, until after delivery by the Asset Representations Reviewer of a Final Review Report pursuant to Section 3.05 or (ii) within one hundred sixty-five (165) days following the latest occurrence of the filing of a Securities Exchange Act Form 10-D reporting that a Delinquency Trigger has occurred.

(d)  Notice of Resignation or Removal. The Issuer will notify the Transferor, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee of any resignation or removal of the Asset Representations Reviewer.

(e)  Continue to Perform After Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective, and the Asset Representations Reviewer will continue to perform its obligations under this Agreement, until a successor Asset Representations Reviewer has accepted its engagement according to Section 5.03(b).

Section 5.03. Successor Asset Representations Reviewer.

(a)  Engagement of Successor Asset Representations Reviewer. Following the resignation or removal of the Asset Representations Reviewer, the Issuer and the Seller will use commercially reasonable efforts to engage a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.01 within ninety (90) calendar days of such resignation or removal. If no successor asset representations reviewer has been appointed by the ninetieth (90th) day after notice of resignation or removal of the Asset Representations Reviewer, the Asset Representations Reviewer shall be entitled to petition a court of competent jurisdiction for the

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appointment of a successor asset representations reviewer that meets the eligibility requirements of Section 5.1.

(b)  Effectiveness of Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective until the earlier of (i) the date the successor asset representations reviewer has executed and delivered to the Issuer, the Seller, the Servicer and the Transferor an agreement accepting its engagement and agreeing to perform the obligations of the asset representations reviewer under this Agreement or entering into a new agreement with the Issuer, the Servicer, the Seller, and the Transferor on substantially the same terms as this Agreement and (ii) the date on which no Notes are outstanding.

(c)  Transition and Expenses. If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will use commercially reasonable efforts to cooperate with the Seller, the Servicer and the Transferor to take all actions reasonably requested to assist the Seller, the Servicer and the Transferor in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor asset representations reviewer, including, but not limited to, (i) transferring all Review Materials to the successor asset representations reviewer, (ii) returning or destroying all Confidential Information in its possession and (iii) making appropriate personnel available to respond to questions or requests from the Transferor or the Servicer, for a period of one (1) year after the effective date of its resignation or removal. The Asset Representations Reviewer will bear its own costs and expenses in (x) ceasing to be an Asset Representations Reviewer hereunder and (y) assisting the Seller, the Servicer and the Transferor in making an orderly transition of the Asset Representations Reviewer’s obligations under this Agreement as described above. In no event will the Asset Representations Reviewer be responsible for the costs and expenses of any third party in connection with the transition to a successor asset representations reviewer, including the successor asset representations reviewer, the Seller, the Transferor, the Servicer, the Issuer or the Indenture Trustee.

Section 5.04. Merger, Consolidation or Succession. Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the business of the Asset Representations Reviewer, if that Person meets the eligibility requirements in Section 5.01, will be the successor to the Asset Representations Reviewer under this Agreement. Such Person will execute and deliver to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law).

ARTICLE VI

OTHER AGREEMENTS

Section 6.01. Independence of Asset Representations Reviewer. The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuer, the Seller, the Servicer or the Transferor for the manner in which it accomplishes the performance of its obligations under this Agreement. Unless authorized by the Issuer, the Asset Representations Reviewer will have no authority to act for or represent the Issuer and will not be considered an agent of the Issuer, the Seller, the Transferor or the Servicer. Nothing

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in this Agreement will make the Asset Representations Reviewer and any of the Servicer, the Transferor or the Seller members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

Section 6.02. No Petition. Each of the parties, by entering into this Agreement, agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of (a) all securities issued by the Transferor or by a trust for which the Transferor was a depositor or (b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against (i) the Transferor or (ii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law. This Section 6.02 will survive the termination of this Agreement.

Section 6.03. Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this document is executed and delivered by BNY Mellon Trust of Delaware, not individually or personally, but solely as Owner Trustee of the Issuer, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking and agreement by BNY Mellon Trust of Delaware but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on BNY Mellon Trust of Delaware, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) BNY Mellon Trust of Delaware has made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust or any other party in this Agreement, and (e) under no circumstances shall BNY Mellon Trust of Delaware be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related document.

Section 6.04. Termination of Agreement. This Agreement will terminate, except for provisions of Section 4.04 and 4.05 or as otherwise stated in this Agreement, on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (b) the date the Issuer is terminated under the Trust Agreement.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.01. Amendments.

(a)  This Agreement can be modified only in a written document executed by the parties hereto without the consent of the Noteholders or any other Person; provided, that, so long as any Note is outstanding except with respect to amendments (i) to clarify an ambiguity, correct an error or correct or supplement any term of this Agreement that may be defective or inconsistent with the other terms of this Agreement, (ii) to provide for, or facilitate the acceptance of this Agreement by, a successor asset representations reviewer or (iii) to convert or supplement any provision in a manner consistent with the intent of this Agreement, either (a) such amendment shall not, as evidenced by an opinion of counsel or officer’s certificate, materially and adversely affect the interests of the holders of any outstanding Note or (b) the Rating Agency Condition is satisfied

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with respect to such amendment. With respect to any amendment for which clauses (a) or (b) of the immediately preceding sentence cannot be satisfied, this Agreement can be amended only with the consent of the Noteholders constituting a majority of the Outstanding Principal Amount of the Notes of each adversely affected Series.

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

Section 7.02. Assignment; Benefit of Agreement Third Party Beneficiaries.

(a)  Assignment. Except as stated in Section 5.04, this Agreement may not be assigned by the Asset Representations Reviewer without the consent of the Seller, the Servicer and the Transferor.

(b)  Benefit of Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns. The Indenture Trustee, for the benefit of the Noteholders, will be a third-party beneficiary of this Agreement and entitled to enforce this Agreement against the Asset Representations Reviewer. No other Person will have any right or obligation under this Agreement.

Section 7.03. Notices.

(a)  Delivery of Notices. All notices, requests, demands, consents, waivers or other communications to or from the parties must be in writing and will be considered given:

(i)  for overnight mail, on delivery or, for a letter mailed by registered first class mail, postage prepaid, three days after deposit in the mail;

(ii)  for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(iii)  for an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv)  for an electronic posting to a password-protected website to which the recipient has access, on delivery (without the requirement of confirmation of receipt) of an email to that recipient stating that the electronic posting has occurred.

(b)  Notice Addresses. Any notice, request, demand, consent, waiver or other communication will be delivered or addressed to (i)(a) in the case of Seller, Comenity Capital Bank, 12921 South Vista Station Blvd., Suite 100, Draper, UT 84020, Attention: Treasurer and email: treasury-structuredfinance@breadfinancial.com, with a copy to, Comenity Capital Bank, c/o Bread Financial Payments, Inc., 3095 Loyalty Circle, Columbus, OH 43219, Attention: Legal Department and email: legal-structuredfinance@breadfinancial.com, (b) in the case of the Servicer, Comenity Capital Bank, 12921 South Vista Station Blvd., Suite 100, Draper, UT 84020, Attention: Treasurer and email: treasury-structuredfinance@breadfinancial.com, with a copy to, Comenity Capital Bank, c/o Bread Financial Payments, Inc., 3095 Loyalty Circle, Columbus, OH

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43219, Attention: Legal Department and email: legal-structuredfinance@breadfinancial.com, (c) in the case of Transferor, Bread Financial Funding, LLC, 3095 Loyalty Circle, Columbus, OH 43219, Attention: Treasurer and email: treasury-structuredfinance@breadfinancial.com, with a copy to, Bread Financial Funding, LLC, c/o Bread Financial Payments, Inc., 3095 Loyalty Circle, Columbus, OH 43219, Attention: Legal Department and email: legal-structuredfinance@breadfinancial.com, (d) in the case of the Indenture Trustee, U.S. Bank Trust Company, National Association, 190 South LaSalle Street, 7th Floor, Chicago, IL 60603, Attention: Bread Financial Card Issuance Trust, email: mark.esposito@usbank.com, and (e) in the case of the Asset Representation Reviewer, FTI Consulting, Inc., 155 North Wacker Drive, Suite 2600, Chicago, IL 60606, Attention: Kris Coghlan, email: kris.coghlan@fticonsulting.com; or, (ii) as to each party, at such other address or email as shall be designated by such party in a written notice to each other party.

Section 7.04. Governing Law; Jurisdiction.

(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 (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER 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. 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 7.03 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.

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(c)  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.

Section 7.05. No Waiver; Remedies. No party’s failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver. No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy. The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under law.

Section 7.06. Severability. If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.

Section 7.07. Headings. The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 7.08. Counterparts. This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one document.

[Remainder of Page Left Blank]

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EXECUTED BY:

COMENITY CAPITAL BANK, as Seller
By:	/s/ Tom McGuire
	Name: Tom McGuire
	Title: Chief Financial Officer
BREAD FINANCIAL FUNDING, LLC, as Transferor
By:	/s/ Wai Chung
	Name: Wai Chung
	Title: Treasurer
COMENITY CAPITAL BANK, as Servicer
By:	/s/ Tom McGuire
	Name: Tom McGuire
	Title: Chief Financial Officer
BREAD FINANCIAL CARD ISSUANCE TRUST, as Issuer
By:	BNY Mellon Trust of Delaware, not in its individual capacity, but solely as Owner Trustee on behalf of Issuer
By:	/s/ Dawn Plows
	Name: Dawn Plows
	Title: Associate

FTI CONSULTING INC., as Asset Representations Reviewer
By:	/s/ Vincent J. Varca
	Name: Vincent J. Varca
	Title: Managing Director

[Signature Page to Asset Representations Review Agreement]

Schedule A

Representations and Warranties, Review Materials and Tests

#	Section Reference	Representations and Warranty	Review Materials	Tests
	Eligible Receivables
1	RPA Section 4.02(a)(viii), (ix) TA Section 2.04(i)	On the applicable Cut-Off Date, each Receivable related to such Account on such date and sold to BFF by the Seller is an Eligible Receivable.1		1.  Confirm the Receivable is eligible based on the results of the tests performed on Representations 3-13. If confirmed, then Test Pass.
2	RPA Section 1.01 TA Section 1.01	“Eligible Receivable” means each Receivable:
3		(a)  which has arisen in an Eligible Account;		1.  Confirm the Account is eligible based on the results of the tests performed on Representations 15-21. If confirmed, then Test Pass.
4		(b)  which was created in compliance in all material respects with all Requirements of Law applicable to the Seller (or, in the case of an Acquired Portfolio Receivable, the related	Public filings of litigation and judgments,	1.  Confirm that no litigation and judgments disclosed in any public filings made by Bread Financial Holdings, Inc., the Bank (including any

¹ Defined terms used in the Representations and Warranties shall have the meanings assigned to such terms in the Receivables Purchase Agreement and in this Agreement.

Other Originator) and pursuant to an Account Agreement that complies in all material respects with all Requirements of Law applicable to the Seller (or, in the case of an Acquired Portfolio Receivable, the related Other Originator during the time prior to the transfer of such Acquired Portfolio Receivable to the Seller), in either case, the failure to comply with which would have a material adverse effect on BFF; and if applicable, evidence that any compliance failure has been remedied   Written Policies and Procedures   Purchase Agreements for Acquired Portfolio Receivables (if any) predecessor entity), the Transferor, or the Issuer since the date of processing of the oldest Subject Receivable (the “Start Date”) to the Review Notice Date indicates that the Seller failed to comply with any law in connection with any Subject Receivable or related Account Agreement, or if such litigation existed that it has been resolved.   2.  With respect to any Subject Receivable that is an Acquired Portfolio Receivable, (i) obtain the related purchase agreement pursuant to which the Acquired Portfolio Receivable was purchased from the Other Originator and (ii) obtain a certification from the Seller that such purchase agreement contained a representation that the Other Originator complied with applicable law in connection with the origination of such Acquired Portfolio Receivables.   3.  Confirm that policies and procedures for (i) monitoring, evaluation and communicating changes in law applicable to the origination of Receivables and the related Account Agreements and (ii) reviewing and approving changes to credit card agreements, in each case, were in place from the Start Date to the Review Notice Date.

			4.  Confirm that policies and procedures referred to in item #3 were followed by: (i) obtaining recent internal audit findings, if any, related to monitoring changes in law and reviewing changes to Account Agreements and (ii) obtaining internal audit’s process manual for the period from the Start Date to the Review Notice Date, in order to confirm that, from the Start Date to the Review Notice Date, there were processes in place for tracking audit issue remediation, validating remediation completion, and reporting repeat audit issues identified in subsequent internal audits. 5.  If the above tests are confirmed, then Test Pass.
5	(c)  with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the creation of such Receivable or the execution, delivery and performance by the Seller (or, in the case of an Acquired Portfolio Receivable, the related Other Originator with respect to such actions prior to the transfer of such Acquired Portfolio Receivable to the Seller) of its obligations under the Account Agreement pursuant to which such Receivable was created,	Bank Charter(s) of each Seller (and, if applicable, each Other Originator), Articles of Incorporation or Certificate of Formation (as applicable) filed in the	1.  Review the Operating Certificates and a list of required consents, licenses, approvals, authorizations, registrations or declarations to effectuate the creation of Receivables and execution, delivery, and performance by the Seller (or, if applicable, the related Other Originator). 2.  Confirm with the Seller’s (or, if applicable, the Other Originator’s) legal/compliance department that such authorizations, consents, orders, approvals, registrations and

	have been duly obtained, effected or given and are in full force and effect;	jurisdiction of organization of each Seller (currently Utah and/or Ohio), each such Other Originator, and the Transferor (currently Delaware) (collectively, the “Operating Certificates”) List of required consents, licenses, approvals, authorizations, registrations or declarations and related detail	declarations are in full force and effect as of the Review Notice Date. 3.  If the above tests are confirmed, then Test Pass.
6	(d)  as to which, immediately prior to the sale of such Receivable to BFF, the Seller has good and marketable title thereto, free and clear of all Liens (other than any Lien for taxes of the Seller if such taxes are not then due	UCC financing statements attached to the most recent	1.  Search the name of Seller, Transferor and Trust in the applicable UCC jurisdiction (the “Lien Search Results”).

	and payable or if the Seller is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books and records adequate reserves with respect thereto);	opinion of counsel regarding perfection received by the Servicer (the “Perfection Opinion”) Officer’s Certificate with respect to certain UCC Filings that are not Specified Filings Lien Search Results	2.  Confirm that the UCC financing statements included in the opinion of counsel delivered in connection with the most recent securitization (the “Specified UCC Filings”) are listed on the Lien Search Results and are effective. 3.  Confirm that no filings on the Lien Search Results list the Subject Receivables other than the Specified UCC Filings by obtaining a written certification from the Seller, which such certification shall be substantially similar to the certification provided by the Seller in connection with the Perfection Opinion. 4.  If the above tests are confirmed, then Test Pass.
7	(e)  which has been the subject of a valid sale and assignment from the Seller to BFF of all the Seller’s right, title and interest therein (including any proceeds thereof);	UCC financing statements attached to the Perfection Opinion Officer’s Certificate with respect to certain UCC Filings	1.  Obtain the Lien Search Results. 2.  Confirm that Specified UCC Filings are listed on the Lien Search Results and are effective. 3.  Confirm that no filings on the Lien Search Results list the Subject Receivables other than the Specified UCC Filings by obtaining a written certification from the Seller, which such certification shall be substantially similar to the certification provided by

		that are not Specified Filings Lien Search Results	the Seller in connection with the Perfection Opinion. 4.  If the above tests are confirmed, then Test Pass.
8	(f)  which is the legal, valid and binding payment obligation of an Obligor thereon, enforceable against such Obligor in accordance with its terms, except as such 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);	Account Agreements	1.  Review the Account Agreements for each Approved Portfolio related to a Subject Receivable from the Start Date to the Review Notice Date to confirm the presence of the following, or substantially similar to “You agree to pay for all transactions made on your Account ” 2.  If the above test is confirmed, then Test Pass.
9	(g)  which, at the time of the sale of such Receivable to BFF, has not been waived or modified except as permitted in accordance with Section 3.2(j) of the Servicing Agreement, Section 3.02 of this Receivables Purchase Agreement, the Account Guidelines, or as ordered by a court of competent jurisdiction or other Governmental Authority and which waiver or modification is reflected in the Seller’s computer file of Accounts;	Policies and Procedures	1.  Confirm that policies and procedures for waiving amounts due under Accounts or otherwise modifying Accounts in accordance with transaction documents were in place from the Start Date to the Review Notice Date. 2.  Confirm that policies and procedures referred to in item #1 were followed by: (i) obtaining recent internal audit findings, if any, related to processing waivers or modifications and (ii) obtaining internal audit’s process manual for the period from the Start

			Date to the Review Notice Date, in order to confirm that, from the Start Date to the Review Notice Date, there were processes in place for tracking audit issue remediation, validating remediation completion, and reporting repeat audit issues identified in subsequent internal audits. 3.  If the above tests are confirmed, then Test Pass.
10	(h)  which, at the time of the sale of such Receivable to BFF, is not subject to any right of rescission, setoff, counterclaim or any other defense (including defenses arising out of violations of usury laws) of an Obligor, other than defenses arising out of 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 equity);	Public filings	1.  Confirm that no litigation and judgments disclosed in any public filings made by Bread Financial Holdings, Inc., the Bank (including any predecessor entity), the Transferor, or the Issuer since the Start Date to the Review Notice Date indicates that the Seller failed to comply with any law in connection with any Subject Receivable or related credit card agreement, or if such litigation existed that it has been resolved. 2.  If the above test is confirmed, then Test Pass.
11	(i)  as to which, at the time of the sale of such Receivable to BFF, the Seller has performed all obligations required to be performed by it under this Agreement and the Account Agreement in connection with such sale;	UCC financing statements attached to the Perfection Opinion Lien Search Results	1.  Obtain the Lien Search Results. 2.  Confirm that Specified UCC Filings are listed on the Lien Search Results and are effective. 3.  Confirm that no filings on the Lien Search Results list the Subject Receivables other than the Specified UCC Filings by obtaining a written certification from the Seller, which such certification shall be substantially

		Officer’s Certificate with respect to certain UCC Filings that are not Specified Filings Summary of relevant Account Information	similar to the certification provided by the Seller in connection with the Perfection Opinion. 4.  Obtain a list of series designations that indicate an Account has been designated to the Trust. 5.  Confirm that each Account related to a Subject Receivable has a series designation listed in item #4 as of the last calendar day of the month in which the related Addition Date occurred. 6.  If the above tests are confirmed, then Test Pass.
12	(j)  as to which, at the time of the sale of such Receivable to BFF, the Seller has not taken any action which would impair, or omitted to take any action the omission of which would impair, in any material respect the rights of BFF therein; and	UCC financing statements attached to the Perfection Opinion	1.  Obtain the Lien Search Results. 2.  Confirm that Specified UCC Filings are listed on the Lien Search Results and are effective. 3.  Confirm that no filings on the Lien Search Results list the Subject Receivables other than the Specified UCC Filings by obtaining a written certification from the Seller, which such certification shall be substantially similar to the certification provided by the Seller in connection with the Perfection Opinion. 4.  Obtain a list of series designations that indicate an Account as been designated to the Trust. 5.  Confirm that each Account related to a Subject Receivable has a series designation listed in item #4 as of the

				last calendar day of the month in which the related Addition Date occurred. 6.  If the above tests are confirmed, then Test Pass.
13		(k)  which constitutes an “account” as defined in Article 9 of the UCC as then in effect in any jurisdiction where the filing of a financing statement is then required to perfect the Trust’s interest in such Receivable and the proceeds thereof.	Policies and Procedures	1.  Examine definition of “account” as defined in Article 9 of the Ohio and Delaware UCC. 2.  Confirm with members of the Credit Card Originator’s operations group that a process exists to require the issuance of a credit card in connection with origination of any Account. 3.  If the above test is confirmed, then Test Pass.
	Eligible Accounts
14	RPA Section 4.02(a)(vii) TA Section 2.04(h)	On the applicable Cut-Off Date, each such Account is an Eligible Account:		1.  Confirm the Account is eligible based on the results of the tests performed on Representations 15-23. If confirmed, then Test Pass.
15	TA Section 1.01	“Eligible Account” means each credit card account in any Approved Portfolio owned by Seller established pursuant to an Account Agreement, which meets the following requirements as of the applicable Cut-Off Date:	Annual Listings Of Approved Portfolios Summary of relevant	1.  Obtain the most current Annual Listings of Approved Portfolios delivered to the Indenture Trustee and the related cut-off dates on which each Approved Portfolio was designated to the Trust (the “Approved Portfolio Start Date”).

		Account Information	2.  For each Approved Portfolio relating to a Subject Receivable, obtain the earliest Addition Date of any Account related to a Subject Receivable. 3.  Confirm for each Approved Portfolio relating to a Subject Receivable that the Addition Date referred to in item #2 is on or after the Approved Portfolio Start Date. 4.  If the above test is confirmed, then Test Pass.
16	(a) is a credit card account in existence and maintained with the Seller or an Affiliate of the Seller;	Summary of relevant Account Information	1.  Obtain a list of series designations that indicate an Account as been designated to the Trust. 2.  Confirm that each Account related to a Subject Receivable has a series designation listed in item #1 as of the last calendar day of the month in which the related Addition Date occurred. 3.  If the above test is confirmed, then Test Pass
17	(b) is payable in Dollars;	Portfolio Credit Card Agreements	1.  For each Account relating to a Subject Receivable, review the credit card agreements with respect to the related Approved Portfolio in effect as of the last calendar day of the month in which the related Addition Date occurred. 2.  Verify the “Making Payments” section of such credit card agreements state the Account is payable in U.S. dollars.

			3.  If the above test is confirmed, then Test Pass.
18	(c) has an Obligor who is not identified by the Seller in its computer files as being involved in a proceeding under any Debtor Relief Law;	Summary of relevant Account Information	1.  For each Account related to a Subject Receivable, obtain the status code history and principal receivables balance as of the last calendar day of the month in which the related Addition Date occurred. 2.  Obtain a list of status codes used to indicate that an Obligor of an Account is identified in the Servicer’s computer files as being involved in a proceeding under any Debtor Relief Law. 3.  Confirm that none of the status codes in item #2 were listed on any Account related to a Subject Receivable as of the last calendar day of the month in which the related Addition Date occurred. 4.  If the above tests are confirmed, then Test Pass.
19	(d) has an Obligor who has provided, as his or her most recent billing address, an address located in the United States or its territories or possessions or a United States military address;	Summary of relevant Account Information	1.  Obtain the most recent monthly servicer’s report delivered to the Indenture Trustee. 2.  Confirm that such monthly servicer’s report lists the amount of receivables that have a foreign address as less than 2% of the receivables owned by the Trust.

			3.  If the above test is confirmed, then Test Pass.
20	(e) has not been identified as an account with respect to which a related card has been lost or stolen;	Summary of relevant Account Information Policies and Procedures	1.  For each Account related to a Subject Receivable, review the Servicer’s records to confirm that such Account has not been identified as an account with respect to which a related credit card has been reported as lost or stolen. 2.  Confirm that policies and procedures exist to immediately close an Account the credit cards for which have been reported as lost or stolen. 3.  If the above tests are confirmed, then Test Pass.
21	(f) has not been sold or in which a security interest has been granted by the Seller to any other party, unless any such security interest is released on or before the Initial Transfer Date (with respect to the Initial Accounts) or the Addition Date (with respect to the Additional Accounts and Automatic Additional Accounts);	Summary of relevant Account Information	1.  For each Account relating to a Subject Receivable, obtain from the Servicer a confirmation that no receivables in such Account have been sold or pledged to any Person other than the Transferor as of the applicable Addition Date. 2.  If any prior sales or pledges are identified, confirm that documentary evidence of release was obtained on or before the Addition Date. 3.  If the above test is confirmed, then Test Pass.

22	(g) does not have any receivables that have been sold or pledged by the Seller to any Person other than BFF, unless any such pledge is released on or before the Initial Transfer Date (with respect to the Initial Accounts) or the Addition Date (with respect to the Additional Accounts and Automatic Additional Accounts); and	Summary of relevant Account Information	1.  For each Account relating to a Subject Receivable, obtain from the Servicer a confirmation that no receivables in such Account have been sold or pledged to any Person other than the Transferor as of the applicable Addition Date. 2.  If any prior sales or pledges are identified, confirm that documentary evidence of release was obtained on or before the Addition Date. 3.  If the above test is confirmed, then Test Pass.
23	(h) does not have receivables that are Defaulted Receivables or that have been identified by the Servicer as having been incurred as a result of the fraudulent use of a related credit card.	Summary of relevant Account Information Policies and Procedures	1.  For each Account related to a Subject Receivable, obtain the status code history and principal receivables balance as of the last calendar day of the month in which the related Addition Date occurred. 2.  Obtain a list of status codes used to indicate fraud. 3.  Confirm that none of the status codes in item #2 were listed on the Account as of the last calendar day of the month in which the related Addition Date occurred. 4.  Review the Servicer’s records (including fraud monitoring records) to confirm that no receivables arising in such Account have been identified by

				the Servicer as having been incurred as a result of the fraudulent use of a related credit card. 5.  Confirm policies and procedures exist to remove Accounts that have been written-off from the Seller’s records and systems and that such write-off occurs when the Account is defined as Defaulted under the Transaction Documents. 6.  If the above tests are confirmed, then Test Pass.
	Ownership/Right to Transfer/No Liens/Compliance
24	RPA Section 4.02(a)(iii) TA Section 2.04(c)	Applicable transferor is the legal and beneficial owner of all right, title and interest in each Receivable and such transferor has the full right to transfer such Receivables to the Trust, and each Receivable conveyed to the Trust by such transferor has been conveyed to the Trust free and clear of any Lien of any Person claiming through or under Transferor or any of its Affiliates (other than permitted Liens) and in compliance, in all material respects, with all Requirements of Law applicable to Transferor;	UCC financing statements attached to the Perfection Opinion Officer’s Certificate with respect to certain UCC Filings that are not Specified Filings Lien Search Results	1.  Obtain the Lien Search Results. 2.  Confirm that Specified UCC Filings are listed on the Lien Search Results and are effective. 3.  Confirm that no filings on the Lien Search Results list the Subject Receivables other than the Specified UCC Filings by obtaining a written certification from the Seller, which such certification shall be substantially similar to the certification provided by the Seller in connection with the Perfection Opinion. 4.  If the above tests are confirmed, then Test Pass.

	Required Authorizations/Consents Obtained
25	RPA Section 4.02(a)(iv) TA Section 2.04(d)	All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the applicable transferor in connection with the conveyance by such transferor of Receivables to the Trust have been duly obtained, effected or given and are in full force and effect;	Operating Certificates List of required consents, licenses, approvals, authorizations or registrations and related detail	1.  Review the Operating Certificates and a list of required consents, licenses, approvals, authorizations or registrations to effectuate the creation of Receivables and execution, delivery, and performance by the Seller. 2.  Confirm with the Seller’s legal/compliance department that such authorizations, consents, orders, etc. are in full force and effect as of the Review Notice Date. 3.  If the above tests are confirmed, then Test Pass.

EXHIBIT A

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT, dated as of [____], 20[__] is between Bread Financial Funding, LLC, a Delaware limited liability company (the “Transferor”), and FTI Consulting, Inc., a Maryland corporation (“FTI”).

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

ARTICLE I. DEFINITIONS

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

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

“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated June 11, 2026, among Comenity Capital Bank, as Seller and Servicer, the Transferor, Bread Financial Card Issuance Trust, as Issuer, and FTI, as Asset Representations Reviewer, as such agreement may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

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

“Offered Notes” means the (Series 20[__]-[__]) Notes referred to as offered notes by the Prospectus.

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

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

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

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

Indemnification Agreement

ARTICLE II. REPRESENTATIONS AND WARRANTIES

Section 2.1  Each party hereto represents and warrants that:

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

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

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

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

ARTICLE III. INDEMNIFICATION

Section 3.1  Indemnification. FTI agrees to indemnify and hold harmless the Transferor and its officers, directors, shareholders, employees, agents and each Person, if any, who controls the Transferor within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against, any and all claims, losses, liabilities, actions, suits, judgments, demands, damages, costs or expenses (including reasonable fees and expenses of attorneys) of any nature resulting from or directly related to (i) any untrue statement of a material fact contained in the FTI Information, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading or (iii) a breach of any of the representations and warranties of FTI contained in Section 2.02 of this Agreement, in each case solely to the extent such claims, losses, liabilities, actions, suits, judgments, demands, damages, costs or expenses are not incurred as a result of the Transferor’s misfeasance, bad faith, fraud or negligence. In no event shall FTI be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether FTI has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 3.2  Notification; Procedural Matters. Promptly after receipt by any indemnified party under Section 3.01 of notice of any claim or the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under Section 3.01, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under Section 3.01except to the extent it has been materially prejudiced by such failure; and provided further, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified

2 Indemnification Agreement

party otherwise than under Section 3.01. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, the indemnifying party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party under this paragraph for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party shall have authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) representing an indemnified party separate from its own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

ARTICLE IV. GENERAL

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

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

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

Section 4.4  Miscellaneous. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by a writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Agreement may be

3 Indemnification Agreement

signed in any number of counterparts, each of which shall be deemed an original, which taken together shall constitute one and the same instrument.

Section 4.5  Notices. All communications hereunder shall be in writing and shall be deemed to have been duly given when delivered to (a) in the case of the Transferor, Bread Financial Funding, LLC, 3095 Loyalty Circle, Columbus, OH 43219, Attention: Treasurer and email: treasury-structuredfinance@breadfinancial.com, with a copy to, Bread Financial Funding, LLC, c/o Bread Financial Payments, Inc., 3095 Loyalty Circle, Columbus, OH 43219, Attention: Legal Department and email: legal-structuredfinance@breadfinancial.com; and (b) in the case of FTI, FTI Consulting, Inc., 155 North Wacker Drive, Suite 2600, Chicago, IL 60606, Attention: Kris Coghlan, email: kris.coghlan@fticonsulting.com; or, in each case, to such other address as to which the applicable party has notified the other parties in writing pursuant to this Section.

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

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

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

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

* * * * *

4 Indemnification Agreement

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

BREAD FINANCIAL FUNDING, LLC

By:

Name:

Title:

FTI CONSULTING, INC.

By:

Name:

Title:

S-1 Indemnification Agreement

Exhibit A

FTI INFORMATION

Item 1109(b)(1)-(2):

Item 1117:  See the representation in Section 2.2 of this Indemnification Agreement.

Item 1119:  The following is a description of the Asset Representations Reviewer’s affiliation, if any, with any of the following persons, in each case, only to the extent that the identity of such persons has been identified to the Asset Representations Reviewer pursuant to Section 4.2(f)(i) of the Asset Representations Review Agreement: the sponsor, the depositor, the issuing entity, each servicer, each trustee, each person hired by Comenity Capital Bank or an underwriter to perform due diligence on the Receivables, any originator, any significant obligor, any enhancement or support provider, any underwriter, or any other material transaction party.

A-1 Indemnification Agreement

EX-10.3

Exhibit 10.3

Execution Version

SECURITIES ACCOUNT CONTROL AGREEMENT

among

BREAD FINANCIAL CARD ISSUANCE TRUST,

as Issuer,

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

in its capacity as Indenture Trustee

and

U.S. BANK NATIONAL ASSOCIATION,

as Securities Intermediary

Dated as of June 11, 2026

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
Section 1.01	Defined Terms		1
ARTICLE II ACCOUNTS			1
Section 2.01	Accounts		1
ARTICLE III RIGHTS OF THE SECURED PARTY			2
Section 3.01	Control of Accounts by Secured Party		2
Section 3.02	No Control by Issuer or Third Parties Concerning Accounts		3
Section 3.03	Perfection of Security Interests in Accounts		3
Section 3.04	Notices of Adverse Claims		3
ARTICLE IV RIGHTS AND RESPONSIBILITIES OF SECURITIES INTERMEDIARY			4
Section 4.01	Limited Obligations		4
ARTICLE V MISCELLANEOUS			4
Section 5.01	Amendment and Other Modifications		4
Section 5.02	Termination; Survival		4
Section 5.03	Governing Law		4
Section 5.04	Submission to Jurisdiction; Waiver of Jury Trial		4
Section 5.05	Binding Agreement; Successors and Assigns		5
Section 5.06	Severability		5
Section 5.07	Notices to Indenture Trustee, Issuer and Securities Intermediary		5
Section 5.08	Effect of Headings		5
Section 5.09	Counterparts and Electronic Signature		5
Section 5.10	Concerning the Secured Party		6
Section 5.11	Indemnification		6
Section 5.12	No Proceedings		6
Section 5.13	Limited Recourse		6
Section 5.14	Personal Liability		7
Section 5.15	Limitations on Liability of Securities Intermediary		7
Section 5.16	Limitation of Liability of Owner Trustee		8

Section 5.17 Effect of Securities Account Control Agreement on the Transaction Documents 9

SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of June 11, 2026, among BREAD FINANCIAL CARD ISSUANCE TRUST, as Issuer (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary (the “Securities Intermediary”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee (the “Secured Party”).

PREAMBLE

Pursuant to the Indenture, dated as of June 11, 2026, by and among the Issuer, the Securities Intermediary and the Secured Party, as Indenture Trustee and Paying Agent (as amended or modified from time to time, the “Indenture”), the Issuer has granted to the Secured Party, for the benefit and security of the Noteholders and the Secured Party, in its individual capacity, a first priority security interest in the Accounts (as defined below) and all Eligible Investments and all money, investment property, instruments and other property on deposit from time to time in, credited to, purchased with funds from, or related to the Accounts, and all interest, principal, payments and distributions of any nature or type relating to any of the foregoing (collectively, the “Account Property”). The accounts listed on Schedule 1 (collectively, the “Accounts”), which may be updated from time to time by the Issuer in accordance herewith, are currently existing under the Indenture maintained and held at the Securities Intermediary by the Indenture Trustee for the benefit of the Noteholders, subject to the first priority security interest of the Secured Party for the benefit of the Noteholders, in the Accounts granted by the Issuer to the Secured Party to secure payment of the Notes.

The parties hereto are entering into this Agreement to perfect the Secured Party’s security interest in the Accounts by “control,” within the meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”).

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms. Except as otherwise specified herein or if the context may otherwise require, capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Indenture.

ARTICLE II

ACCOUNTS

Section 2.01 Accounts.

(a) The Securities Intermediary represents and warrants to each of the Secured Party and the Issuer that the Securities Intermediary does not know of any claim to or interest in the Accounts, except the first priority security interest of the Secured Party in the Accounts for the benefit of the Noteholders and the other claims and interests of the parties referred to in this Agreement. The Securities Intermediary does not have and shall not have in the future, any security interest, lien, encumbrance or right of setoff on or against the Accounts.

1

(b) The Securities Intermediary, the Issuer and the Secured Party agree that the Securities Intermediary is the securities intermediary and the Secured Party is the entitlement holder as to each Account subject to the first priority security interest of the Secured Party.

(c) The Securities Intermediary, the Issuer and the Secured Party agree that all property credited to the Accounts shall be treated as “financial assets” under Article 8 of the UCC.

(d) The Securities Intermediary shall not accept any “entitlement order,” within the meaning of Section 8-102(a)(8) of the UCC, or other instruction regarding the Accounts except from the Secured Party and, subject to Section 3.01(b), the Issuer and the Servicer.

(e) The Securities Intermediary, the Issuer and the Secured Party agree that, with respect to the Accounts, the jurisdiction of the Securities Intermediary for purposes of Articles 8 and 9 of the UCC shall be the State of New York.

(f) The Securities Intermediary shall at all times be a “participant” (as such term is defined in the Federal Book-Entry Regulations) in the Federal Reserve System.

(g) The Securities Intermediary hereby agrees to maintain the Accounts in accordance with and subject to the express terms of the Indenture, any related Indenture Supplement and the Servicing Agreement.

(h) The Securities Intermediary agrees that all Eligible Investments, securities and other property underlying any financial asset from time to time credited to the Accounts shall be registered in the name of Securities Intermediary or indorsed to Securities Intermediary or in blank, and in no case shall any financial asset credited to the Accounts be registered in the name of Issuer, payable to the order of Issuer or specially indorsed to Issuer, except to the extent that the foregoing have been specially indorsed to the Securities Intermediary or in blank.

(i) Notwithstanding anything herein to the contrary, any Issuer Account (as defined in the Indenture) opened for the Issuer under the Indenture or any Indenture Supplement shall, upon being titled and established, automatically be deemed an “Account” for purposes of this Agreement, without the need to amend Schedule 1 hereto; provided, that Schedule 1 shall be updated by the Issuer to reflect such new account as soon as reasonably practicable following the establishment thereof.

ARTICLE III

RIGHTS OF THE SECURED PARTY

Section 3.01 Control of Accounts by Secured Party.

(a) Subject to Section 3.01(b), the Securities Intermediary shall comply with any entitlement order originated by the Secured Party, the Issuer or the Servicer. The Securities Intermediary, the Issuer, the Servicer and the Secured Party agree that the

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Securities Intermediary shall comply with any entitlement order originated by the Secured Party without further consent of the Issuer or the Servicer.

(b) If the Secured Party notifies the Securities Intermediary that the Secured Party will exercise exclusive control over the Accounts (a “notice of exclusive control”), then the Securities Intermediary shall not comply with any contrary or otherwise inconsistent instructions or other directions concerning the Accounts originated by the Issuer or the Servicer unless and until such notice of exclusive control is withdrawn by the Secured Party.

Section 3.02 No Control by Issuer or Third Parties Concerning Accounts. The Securities Intermediary shall not comply with any instructions of the Issuer or the Servicer (except to the extent permitted under Section 3.01(b)) concerning the Accounts (including any order that is originated by the Issuer or the Servicer and that would require the Securities Intermediary to make a free delivery of Accounts to the Issuer, the Servicer or any other person). Additionally, the Securities Intermediary shall not agree with any third party (other than the Secured Party) that the Securities Intermediary will comply with orders originated by such third party concerning the Accounts.

Section 3.03 Perfection of Security Interests in Accounts. It is intended that the first priority security interest of the Secured Party in the Accounts be perfected by control of the Accounts under Sections 8-106(d)(2), 9-106(a) and 9-314(a) of the UCC. In addition, it is intended for purposes of Articles 8 and 9 of the UCC that (i) the Secured Party be deemed to be the related “entitlement holder”, (ii) the Securities Intermediary be deemed to be the related “securities intermediary”, (iii) all such property held by the Securities Intermediary in the Accounts and all rights of the Issuer against the Securities Intermediary arising out of such property, including any free credit balances, be deemed to be “financial assets”, and (iv) the Secured Party be deemed to have “control” of such Accounts under Section 8-106(d)(2) of the UCC with respect to the first priority security interest therein granted to the Secured Party pursuant to the Indenture. The parties agree that each Account is (x) a securities account with respect to all financial assets credited thereto, as to which the Securities Intermediary acts as securities intermediary, and (y) a deposit account with respect to all cash held therein, as to which the Securities Intermediary acts as depository bank. With respect to any proceeds of the Account Property that constitute a “deposit account” as defined under Article 9 of the UCC maintained with the Securities Intermediary, as depository bank (each, a “Deposit Account”), the parties agree that (i) such Deposit Account is maintained in the name of the Issuer, (ii) the Securities Intermediary is a depository bank, (iii) the Issuer is the customer of the Securities Intermediary with respect to such Deposit Account, and (iv) the Securities Intermediary will comply with instructions originated by the Secured Party directing disposition of funds in such Deposit Accounts without further consent of the Issuer or any other party.

Section 3.04 Notices of Adverse Claims. The Securities Intermediary shall promptly notify the Secured Party and the Issuer if any other person claims that it has a property interest in the Accounts or that it is a violation of such person’s rights for anyone else to hold, transfer or deal with the Accounts.

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ARTICLE IV

RIGHTS AND RESPONSIBILITIES OF SECURITIES INTERMEDIARY

Section 4.01 Limited Obligations. This Agreement does not create any obligation of the Securities Intermediary except for those expressly set forth in this Agreement. The Securities Intermediary may conclusively rely and shall be fully protected in acting or refraining from acting upon notices and communications it believes to be genuine and given by the appropriate party. Except for permitting a withdrawal, delivery or payment in violation of Article III, the Securities Intermediary shall not be liable to the Secured Party or the Issuer for any error of judgment made in good faith and in accordance with this Agreement, nor shall it otherwise be liable under this Agreement except as a result of its own willful misconduct, bad faith or negligence.

ARTICLE V

MISCELLANEOUS

Section 5.01 Amendment and Other Modifications. This Agreement may be amended, supplemented or otherwise modified from time to time, and the observance of any term of this Agreement may be waived, by the parties hereto. Any such modification or waiver of this Agreement shall be in writing and shall be signed by all the parties hereto.

Section 5.02 Termination; Survival. This Agreement shall terminate upon satisfaction and discharge of the Indenture. However, Article IV shall survive termination of this Agreement.

Section 5.03 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The Issuer and the Securities Intermediary agree that, to the extent any agreement covering the Accounts is not currently governed by the law of the State of New York, such agreement is hereby amended so that the law of the State of New York governs the Accounts, including, without limitation, all issues specified in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities held with an Intermediary (the “Hague Securities Convention”). The Issuer and the Securities Intermediary agree that no such governing law provision may be amended or modified without the written consent of the Secured Party. To the extent that the Accounts, or any agreements between the Securities Intermediary and the Issuer with respect to the Accounts, are at any time governed by laws other than the laws of the State of New York, the parties hereto do not consent to the new governing law for the purposes of Article 7 of the Hague Securities Convention.

Section 5.04 Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby, irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for

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recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address as set forth in Section 5.07;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) to the extent permitted by applicable law, waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder.

Section 5.05 Binding Agreement; Successors and Assigns. All covenants and agreements in this Agreement by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Secured Party or the Securities Intermediary in this Agreement shall bind its successors, co-trustees and agents.

Section 5.06 Severability. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 5.07 Notices to Indenture Trustee, Issuer and Securities Intermediary. All demands, notices, communications and instructions upon or to the Issuer, the Secured Party or the Securities Intermediary under this Agreement shall be delivered as specified in Section 13.11 of the Indenture.

Section 5.08 Effect of Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 5.09 Counterparts and Electronic Signature. This Agreement may be executed in one or more counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by Electronic Transmission shall be effective as delivery of a manually executed counterpart of this Agreement. For purposes of this Agreement, any reference to “written” or “in writing” means any form of written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted

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by Electronic Transmission. The Indenture Trustee and the Issuer are authorized to accept written instructions, directions, reports, notices or other communications signed manually, by way of faxed signatures, or delivered by Electronic Transmission. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 5.10 Concerning the Secured Party. To the extent that the rights, protections and immunities of the Secured Party are not explicitly stated herein, the Secured Party shall enjoy the same rights, protections and immunities afforded to it in the Indenture.

Section 5.11 Indemnification. The indemnification furnished to the Secured Party under Section 8.07 of the Indenture shall extend to and cover the exercise of its respective rights and the performance of its respective obligations under this Agreement. To the extent U.S. Bank National Association is acting as Securities Intermediary, such indemnification furnished to the Secured Party under Section 8.07 of the Indenture shall also extend to and cover the exercise of the Securities Intermediary’s rights and the performance of its obligations under this Agreement. This Section 5.11 shall survive the resignation or removal of the parties and the termination of this Agreement.

Section 5.12 No Proceedings. Each of the parties hereto (other than the Issuer) acknowledges and agrees that it (or any other party acting on its behalf) shall not be entitled at any time to institute against the Issuer, or join in any institution against the Issuer of any bankruptcy, reorganization, arrangement, insolvency, examinership or liquidation proceedings, or other analogous proceedings under any applicable bankruptcy or similar law in connection with any obligations of the Issuer under this Agreement, save for lodging a claim in the liquidation of the Issuer which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the Issuer in relation thereto. This Section 5.12 shall survive the resignation or removal of the parties and the termination or expiration of this Agreement.

Section 5.13 Limited Recourse. Notwithstanding anything to the contrary herein or any other Transaction Document, each of the parties hereto (other than the Issuer) hereby acknowledges and agrees that if the net proceeds of realization of the security constituted by the Indenture are less than the aggregate amount payable by the Issuer under this Agreement (such negative amount being referred to herein as a “shortfall”), the amount payable by the Issuer in respect of the Issuer’s obligations under this Agreement shall be reduced to such amount of the net proceeds as shall be applied in accordance with the terms of the Indenture, and such parties shall not (directly or indirectly) be entitled to take any further steps against the Issuer to recover such shortfall, which shall be deemed to be automatically extinguished. This Section 5.13 shall survive the resignation or removal of the parties and the termination or expiration of this Agreement.

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Section 5.14 Personal Liability. Notwithstanding anything to the contrary herein or any other Transaction Document, each of the parties hereto (other than the Issuer) hereby acknowledges and agrees that no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Issuer or any of them under or by reason of any of the obligations, covenants or agreements of the Issuer, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Issuer of any such obligations, covenants or agreements, either at law or by statute or constitution, of every such shareholder, officer, agent, employee or director is hereby deemed expressly waived by the other parties hereto. This Section 5.14 shall survive the resignation or removal of the parties and the termination or expiration of this Agreement.

Section 5.15 Limitations on Liability of Securities Intermediary.

(a) This Agreement shall not subject the Securities Intermediary to any duty, obligation or liability except as is expressly set forth herein. In particular (without implied limitation), the Securities Intermediary need not investigate whether the Secured Party is entitled under the Transaction Documents, or otherwise, to give any entitlement order or any other directions, instructions or other orders in any instance.

(b) The Securities Intermediary shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which the Securities Intermediary in good faith believes to be genuine.

(c) The Securities Intermediary may consult with and obtain advice from counsel, accountants or other experts of its own choice in the event of any dispute or question as to the construction of any provision hereof or otherwise in connection with its duties hereunder, and any action taken or omitted by the Securities Intermediary in reasonable reliance upon such advice shall be full justification and protection to it. The Securities Intermediary shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its willful misconduct, bad faith or negligence.

(d) The Securities Intermediary shall have no duties hereunder except those which are expressly set forth herein and in any modification or amendment hereof. For the avoidance of doubt, nothing herein shall impose or imply on the part of the Securities Intermediary any duties of a fiduciary nature.

(e) The Securities Intermediary may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, trustee or agent for, any committee or body of holders of obligations of such Persons as freely as if it were not the Securities Intermediary hereunder.

(f) The Securities Intermediary shall not be obligated to take any action which in its reasonable judgment would cause it to incur any expense or liability not otherwise contemplated hereunder unless it has been furnished with an indemnity with respect thereto which is reasonably satisfactory to the Securities Intermediary.

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(g) The Securities Intermediary may rely upon the contents of any notice, consent, instruction or other communication or document from the Secured Party, for the benefit of the Noteholders and the Secured Party, the Issuer or the Servicer that the Securities Intermediary believes in good faith to be genuine and from the proper Person, without any further duty of inquiry or independent investigation on its part.

(h) The Securities Intermediary shall not be deemed to have notice or knowledge of any Event of Default or any other default under any other Transaction Document unless an Authorized Officer of the Securities Intermediary has actual knowledge or the Securities Intermediary shall have received written notice thereof. In the absence of such actual knowledge or receipt of such notice, the Securities Intermediary may conclusively assume that none of such events have occurred and the Securities Intermediary shall not have any obligation or duty to determine whether any Event of Default or any other default under any other Transaction Document has occurred or is continuing.

(i) No provision of this Agreement or any other Transaction Document shall be construed to require the Securities Intermediary to perform, supervise, monitor or accept any responsibility for the performance of, the obligations of the Issuer hereunder or under any other Transaction Document or any Person other than itself under any Transaction Document.

(j) The Securities Intermediary shall not be liable for any delays in performance for causes beyond its reasonable control, including acts of declared or undeclared war (including acts of terrorism), public disorder, rebellion, sabotage, fire, flood, epidemic, pandemic, landslide, lightning, hurricane, earthquake, strike, restriction by civil or military authority in their sovereign or contractual capacities, transportation failure, loss or malfunctions of communications or computer (software and hardware) services, power line or other utility failures or interruptions, or inability to obtain labor.

(k) In no event shall the Securities Intermediary be liable for any special, indirect, punitive or consequential damages (including lost profits).

Section 5.16 Limitation of Liability of Owner Trustee. It is expressly understood and agreed by the parties that (a) this document is executed and delivered by BNY Mellon Trust of Delaware, not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it pursuant to the Trust Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, covenants, undertakings and agreements by BNY Mellon Trust of Delaware, but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on BNY Mellon Trust of Delaware, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) BNY Mellon Trust of Delaware has made no investigation as to the accuracy or completeness of any representations or warranties made by the Owner Trustee or the Issuer in this Agreement and (e) under no circumstances shall BNY Mellon Trust of Delaware be personally liable for the

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payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Section 5.17 Effect of Securities Account Control Agreement on the Transaction Documents. In the event of any conflict between the provisions of this Agreement and the provisions of the Indenture or any related Indenture Supplement, as applicable, the provisions of this Agreement shall prevail.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

BREAD FINANCIAL CARD ISSUANCE TRUST,
as Issuer
By:	BNY MELLON TRUST OF DELAWARE,
	not in its individual capacity
	but solely as Owner Trustee on behalf of the Trust
By:	/s/ Dawn Plows
Name:	Dawn Plows
Title:	Associate
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Indenture
Trustee, as Secured Party
By:	/s/ Mark Esposito
Name:	Mark Esposito
Title:	Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Securities Intermediary and not in its individual capacity
By:	/s/ Mark Esposito
Name:	Mark Esposito
Title:	Vice President

S-1 BFCIT