As filed with the United States Securities and Exchange Commission on December 30, 2015

Registration No. 333-206176

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to

FORM SF-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

RFS HOLDING, L.L.C.

(Depositor to Synchrony Credit Card Master Note Trust)
(Exact name of Registrant as specified in its charter)

Synchrony Bank
(Exact name of sponsor as specified in its charter)

777 Long Ridge Road

Stamford, CT 06902

(877) 441-5094

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Daniel Ro, Esq.

Senior Counsel

SYNCHRONY FINANCIAL

777 Long Ridge Road

Stamford, CT 06902

(203) 585-6254

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public : From time to time after this registration statement becomes effective, 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: x

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 THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities 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

Synchrony Credit Card Master Note Trust

Issuing Entity
Central Index Key Number: 0001290098

The Class A notes, the Class B notes, the Class C notes and the Class D notes will be issued as fixed rate notes, floating rate notes or in tranches of some portion of each type. We refer in this prospectus to notes that bear interest at a floating rate as “floating rate notes” and to notes that bear interest at a fixed rate 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 Class A notes benefit from credit enhancement in the form of subordination of the Class B notes, the Class C notes and the Class D notes and a specified amount of excess collateral. [The Class B notes benefit from credit enhancement in the form of subordination of the Class C notes and the Class D notes and a specified amount of excess collateral.] [The Class C notes benefit from credit enhancement in the form of subordination of the Class D notes and a specified amount of excess collateral.] [The Class D notes benefit from credit enhancement in the form of a specified amount of excess collateral [and a spread account].][In addition, the [Class A][Class B][Class C][and][Class D] notes will benefit from credit enhancement in the form of a [cash collateral account][cash collateral guaranty].] [In addition, the issuing entity will enter into an interest rate [swap][cap][collar] for the floating rate Class A notes, the floating rate Class B notes, the floating rate Class C notes and the Class D notes with [●], as the initial counterparty.]

The notes will be paid from the issuing entity’s assets consisting primarily of receivables in a portfolio of private label and co-branded revolving credit card accounts owned by Synchrony Bank.

We expect to issue your series of notes in book-entry form on or about [●] [●], 20[●].

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 of the Class A notes

[Underwriters of the Class B notes]

[Underwriters of the Class C notes]

[Underwriters of the Class D notes]

[●] [●], 20[●]

[CALCULATION OF REGISTRATION FEE

[Note: The following table will be included for each pay-as-you-go takedown.]

TABLE OF CONTENTS

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 (RFS Holding, L.L.C.) 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 include cross-references in this prospectus to captions in these materials where you can find further related discussions. The preceding Table of Contents provides the pages on which these captions are located.

This prospectus uses defined terms. You can find a glossary of these terms under the caption “ Glossary of Terms for Prospectus ” beginning on page [●] in this prospectus. Except as the context may otherwise require in this prospectus, references to “Synchrony” are to SYNCHRONY FINANCIAL and references to the “Company” are to Synchrony and its subsidiaries.

Volcker Rule Considerations

The issuing entity is not now, and immediately following the issuance of the notes pursuant to the indenture 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 notes pursuant to the indenture on the closing date, the issuing entity will be relying on an exemption from registration set forth in Section 3(c)(5) 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 is being 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, commonly referred to as the “ Volcker Rule .” 

Compliance with Registration 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 registrant requirements required by General Instruction I.A.1 of Form SF-3.

^[(1) The Class [B][,] [and] [C] [and] [D] notes are not offered hereby.]

^{( 1 )}      Ratings on the notes are expected to be monitored by the Hired Agencies while the notes are outstanding.

Structural Summary

This summary is a simplified presentation of the major structural components of Series 20[●]-[●]. It does not contain all of the information that you need to consider in making your investment decision. You should carefully read this entire document before you purchase any notes.

* Certain receivables were transferred by Synchrony Bank to PLT Holding, L.L.C. which in turn transferred those receivables to RFS Holding, L.L.C.

Issuing Entity

The notes will be issued by Synchrony Credit Card Master Note Trust (formerly known as GE Capital Credit Card Master Note Trust), a Delaware statutory trust, which is referred to in this prospectus as the issuing entity or the trust. The owner trustee of the trust in BNY Mellon Trust of Delaware. The notes will be issued under an indenture supplement to an indenture, each between the trust and the indenture trustee. The trust’s principal offices are at the following address: c/o SYNCHRONY FINANCIAL, as administrator, 777 Long Ridge Rd., Building B, 3 ^rd Floor, Stamford, CT 06902. The contact phone number is (877) 441-5094.

The indenture trustee is Deutsche Bank Trust Company Americas.

Collateral for the Notes

The notes are secured by a pool of receivables that arise under certain of Synchrony Bank’s private label and co-branded revolving credit card accounts. The accounts designated to the trust were originated under the bank’s Retail Card platform. Retail Card is a leading provider of private label credit cards, and also provides co-branded cards (which are also referred to as dual cards, since they can combine features and benefits of private label credit cards with multi-merchant acceptance of general purpose credit cards) and small and medium-sized business credit products. We refer to the receivables securing the notes as the transferred receivables, and we refer to the accounts that have been designated as trust accounts as the trust portfolio.

The following information regarding the trust portfolio is as of [●] [●], 20[●]:

As of [●] [●], 20[●]:

For additional information, see “ Composition of the Trust Portfolio ” in this prospectus.

We have performed a review of the transferred receivables and the disclosure required to be included in this prospectus relating to the transferred receivables by Item 1111 of Regulation AB. This review was designed and effected to provide us with

reasonable assurance that such disclosure is accurate in all material respects. For additional information, see “ Review of Pool Asset Disclosure ” in this prospectus.

Compliance with Underwriting Criteria

As described under “ The Sponsor—Underwriting Process ”, the bank makes virtually all underwriting and authorization decisions using an automated system. In cases where a newly approved cardholder or an existing cardholder has requested a credit limit that exceeds the amount set by the automated system, the related application is forwarded to the Credit Solutions group for further consideration. [●] credit line decisions relating to accounts in the trust portfolio, including new origination and adjustments to existing credit lines, were received by the Credit Solutions group between [●] [●], 20[●] and [●] [●], 20[●] and a subset of these credit line decisions that passed the initial screen were subject to judgmental underwriting by the Credit Solutions group during the same time period.

Based on a review of the credit line decisions made by the Credit Solutions group between [●] [●], 20[●] and [●] [●], 20[●], the depositor has identified [●] credit line decisions relating to accounts in the trust portfolio as exceptions to the underwriting guidelines disclosed in this prospectus. The aggregate balance of all trust accounts for which exceptions were identified represents less than [●]% of the aggregate balance of the transferred receivables. The review of the transferred receivables and the disclosure performed by the depositor and the results of the review are described under “ Review of Pool Assets ” and “ Compliance with Underwriting Criteria ” below.

Addition of Assets to the Trust

When an account has been designated as a trust account, Synchrony Bank continues to own the account, but we buy all receivables existing at the time of designation or created later and transfer them to the trust. Synchrony Bank has the option to designate additional accounts, which must meet the criteria for eligible accounts described under “ The Trust Portfolio—Representations and Warranties of the Depositor ” in this prospectus, as trust accounts from time to time. If the volume of additional accounts designated exceeds specified periodic limitations, then additional new accounts can only be designated if the rating agency condition is satisfied. Satisfaction of the rating agency condition is also required if Synchrony Bank wishes to designate any accounts that it acquired from third-party financial institutions or accounts in a new retailer program.

See “ The Trust Portfolio—Addition of Trust Assets ” in this prospectus for a more detailed description of the limitations on our ability to designate additional accounts. In addition, Synchrony Bank is required to designate additional accounts as trust accounts if the amount of principal receivables held by the trust falls below a specified minimum, as more fully described in “ The Trust Portfolio—Addition of Trust Assets ” in this prospectus.

Removal of Assets from the Trust

Optional Removals

We have the right to remove accounts from the list of designated accounts and to repurchase the related receivables from the trust in two circumstances. First, when the trust holds excess receivables, we may remove accounts and repurchase the related receivables on a random basis, subject to the satisfaction of the rating agency condition. Second, some retailers have the right to purchase or to designate a third party to purchase receivables relating to their credit card program if the program is terminated. If a retailer exercises this right, we will remove and repurchase the related accounts and receivables and are not required to satisfy the rating agency condition. The conditions that must be satisfied when we remove accounts from the list of designated accounts are more fully described under “ The Trust Portfolio—Removal of Accounts ” in this prospectus.

Required Removals

We are required to repurchase receivables from the trust if it is discovered that they did not satisfy eligibility requirements in some material respect at the time that we transferred them to the trust and the ineligibility results in a charge-off or an impairment of the trust’s rights in the transferred receivables or their proceeds. Similarly, the servicer is required to purchase receivables from the trust if the servicer fails to satisfy any of its obligations in connection with the transferred receivables or trust accounts and the failure results in a material impairment of the transferred receivables or subjects their proceeds to a conflicting lien. These repurchase and purchase obligations are subject to cure periods and are more fully described in “ The Trust Portfolio—Representations and Warranties of the Depositor ” and “ The Servicers—Servicer’s Representations, Warranties and Covenants ” in this prospectus.

Other Series of Notes

The trust has issued other series of notes and may issue additional series of notes from time to time in the future. A summary of the series of notes expected to be outstanding as of the closing date is in “ Annex I: Other Series of Notes Issued and Outstanding ,” which is included at the end of this prospectus and is incorporated into this prospectus. Neither you nor any other noteholder will have the right to receive notice of, or consent to, the issuance of future series of notes.

No new series of notes may be issued unless the conditions described in “ Description of the Notes—New Issuances of Notes ” in this prospectus are satisfied, including:

Equity Amount

We refer to the excess of the sum of the total amount of principal receivables and the principal amount of any participation interests held by the trust, plus any balance in the excess funding account and the amount of principal collections on deposit in other trust accounts, over the aggregate outstanding principal amount of all of the trust’s notes as the equity amount. To provide support for your notes, we are required to maintain an equity amount in the trust of not less than the excess collateral amount for your notes. The excess collateral amount for your series provides credit enhancement by absorbing losses and uncovered dilution on the transferred receivables allocated to your series to the extent not covered by finance charge collections available to your series.

The equity amount at any time may exceed the excess collateral amount for your series and any excess collateral amounts required to be maintained for other series of notes. We refer to this excess amount, if any, as the free equity amount. We are required to maintain a minimum free equity amount equal to the product of the highest required retained transferor percentage for any series of outstanding notes and the aggregate principal receivables securing the notes. The required retained transferor percentage for Series 20[●]-[●] and each other outstanding series of notes is [●]%.

The excess collateral amount for your series and a portion of the free equity amount also enhance the likelihood of timely payment of principal on your notes through cash flow subordination because of two features of your series.

Allocations of Collections and Losses

Your notes represent the right to receive principal and interest, which is secured in part by the right to payments from a portion of the collections on the transferred receivables. The servicer, on behalf of the trust, will allocate to the collateral amount for your series a portion of defaulted principal receivables and

will also allocate a portion of the dilution on the transferred receivables to the collateral amount for your series if the dilution is not offset by the free equity amount and we fail to comply with our obligation to reimburse the trust for the dilution. Dilution means any reduction to the principal balances of the transferred receivables because of merchandise returns or any other reason except losses or payments.

The portion of collections and defaulted principal receivables allocated to the collateral amount for your series will be based mainly upon the ratio of the collateral amount for your series to the aggregate amount of principal receivables securing the notes. The way this ratio is calculated for purposes of allocating principal collections will vary during each of three periods that will or may apply to your notes:

For most purposes, the collateral amount used in determining these ratios will be reset no less frequently than at the end of each monthly period. References in this prospectus to the monthly period related to any payment date refer to [the period beginning on the 22 ^nd day of the second preceding calendar month and ending on the 21 ^st day of the immediately preceding calendar month][the calendar month immediately preceding such payment date]. [We expect to change the definition of monthly period for your series and each other outstanding series of notes to mean the calendar month preceding each payment date. This change is expected to occur during 2016, although the related amendment to implement such change is subject to various conditions, and we cannot assure you that the amendment will occur or that the timing for such amendment will not change.]

The first monthly period for your series will begin on the closing date and end on [●] [●], 20[●]. However, for allocations of principal collections during the controlled accumulation period or the early amortization period, the collateral amount as of the end of the revolving period will be used.

The initial collateral amount for your series as of the closing date will equal the sum of the initial outstanding principal amount of the Series 20[●]-[●] notes as of the closing date plus an initial excess collateral amount described in “ Summary of Terms ” above. The collateral amount will thereafter be reduced by:

Any reduction in the collateral amount because of reallocated principal collections, defaults or uncovered dilution will be reimbursed to the extent that your series has finance charge collections and other amounts treated as finance charge collections available for this purpose in future periods.

As described under “— Credit Enhancement—Subordination ” below in this summary and in “ Risk Factors — Risks Relating to the Securitization Structure—Payments on the Class B notes are subordinate to payments on the Class A notes ,” “ Risk Factors — Risks Relating to the Securitization Structure—Payments on the Class C notes are subordinate to payments on the Class A notes and the Class B notes ,” “ Risk Factors — Risks Relating to the

Securitization Structure—Payments on the Class D notes are subordinate to payments on the Class A notes, the Class B notes and the Class C notes ” and in “ Description of Series Provisions—Subordination ,” the excess collateral amount provides credit enhancement by absorbing reductions in the collateral amount because of reallocated principal collections, defaults and uncovered dilution. If the total amount of these types of reductions exceeds the excess collateral amount, then the Class D notes may not be repaid in full. If the total amount of these types of reductions exceeds the sum of the excess collateral amount and the principal amount of the Class D notes, then the Class C notes may not be repaid in full. If the total amount of these types of reductions exceeds the sum of the excess collateral amount and the principal amounts of the Class D notes and the Class C notes, then the Class B notes may not be repaid in full. If the total amount of these types of reductions exceeds the sum of the excess collateral amount and the principal amounts of the Class D notes, the Class C notes and the Class B notes, then the Class A notes may not be repaid in full.

Application of Finance Charge Collections

The trust will apply your series’ share of collections of finance charge receivables[, net swap receipts], recoveries and investment earnings each month in the following order of priority:

Collections of finance charge receivables, recoveries, investment earnings and certain other amounts that are initially allocated to another series will be used to cover any shortfalls to the extent those amounts are not needed by those other series and the excess funds are allocated to your series as described in “ Description of the Notes—Shared Excess Finance Charge Collections ” in this prospectus.

Application of Principal Collections

The trust will apply your series’ share of collections of principal receivables each month as follows:

Revolving Period

During the revolving period, no principal will be paid to, or accumulated for, your series.

Controlled Accumulation Period

During the controlled accumulation period, your series’ share of principal collections will be deposited in a principal accumulation account, up to a specified deposit amount on each payment date. Unless an early amortization event occurs, amounts on deposit in that account will be paid on the expected principal payment date first to the Class A noteholders, then to the Class B noteholders, then to the Class C noteholders and then to the Class D noteholders, in each case until the specified class of notes is paid in full or the amounts available are depleted.

Early Amortization Period

An early amortization period for your series will start if an early amortization event occurs. The early amortization events for your series are described below in this summary and under “ Description of Series Provisions—Early Amortization Events ” in this prospectus. During the early amortization period, your series’ share of principal collections will be paid monthly first to the Class A noteholders, then to the Class B noteholders, then to the Class C noteholders and then to the Class D noteholders, in each case until the specified class of notes is paid in full.

Reallocation of Principal Collections

During any of the above periods, principal collections allocated to your series may be reallocated, if necessary, to make required payments of interest on the Class A notes, the Class B notes, the Class C notes and the Class D notes[, senior swap payments due from the trust], payments to the indenture trustee, the owner trustee and the administrator for the trust and monthly servicing fee payments not made from your series’ share of finance charge collections and other amounts treated as finance charge collections and excess finance charge collections available from other series that share with your series. This reallocation is one of the ways that the notes obtain the benefit of subordination, as described under “ Credit Enhancement—Subordination ” in this summary. The amount of reallocated principal collections available to each class is limited by the amount of subordination available to that class.

Shared Principal Collections

[Your series is a principal sharing series; however, your series will not be entitled to share excess principal collections from other series on any payment date during an early amortization period that is prior to the expected principal payment date unless all outstanding series of notes are in early amortization periods.][Your series is not a principal sharing series.] See “ Description of the Notes—Shared Principal Collections ” in this prospectus.

At all times, collections of principal receivables allocated to your series that are not needed to make deposits or payments for your series will be: first , made available to other series, second , deposited in the excess funding account if needed to maintain the minimum free equity amount for the trust, and third , distributed to us or our assigns.

Interest on the Notes

Each class of notes will accrue interest from and including the closing date to but excluding [●] [●], 20[●], and for each following interest period at the applicable rate per annum specified below:

Interest on the Series 20[●]-[●] notes will be calculated based on [the actual number of days in the related interest period and] a 360-day year [of twelve 30-day months (and in the case of the initial interest period, for a period of [●] days)].

[For purposes of determining the interest rate applicable to [the floating rate Class A notes,] [the floating rate Class B notes,] [the floating rate Class C notes] [and] [the floating rate Class D notes] for each interest period, LIBOR will be determined two London business days before that interest period begins. For each date of determination, LIBOR will equal the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a [●]-month period (and, solely for purposes of determining LIBOR for the first interest period as described in the following paragraph, a [●]-month period), as of 11:00 a.m., London time, on that date. If that rate does not appear on that system, LIBOR will be determined as described in “ Description of Series Provisions—Interest Payments .”]

[LIBOR for the first interest period will be determined by straight-line interpolation, based on the actual number of days in the period from the closing date to but excluding [●], [●], between two rates determined in accordance with the preceding paragraph, one of which will be determined for a maturity of one month and the other of which will be determined for a maturity of two months.]

Credit Enhancement

Credit enhancement for your series includes subordination of junior classes of notes and the excess collateral amount. [A spread account also provides credit enhancement primarily for the benefit of the Class D notes.]

Credit enhancement for your series is for your series’ benefit only, and you are not entitled to the benefits of credit enhancement available to other series.

Subordination

Credit enhancement for the Class A notes includes the subordination of the Class B notes, the Class C notes, the Class D notes and the excess collateral amount. Credit enhancement for the Class B notes includes the subordination of the Class C notes, the Class D notes and the excess collateral amount. Credit enhancement for the Class C notes includes the subordination of the Class D notes and the excess collateral amount. Credit enhancement for the Class D notes includes the subordination of the excess collateral amount.

Subordination serves as credit enhancement in the following way. The more subordinated, or junior, classes of notes will not receive payments of interest or principal until required payments have been made to the more senior classes. As a result, subordinated classes will absorb any shortfalls in collections or deterioration in the collateral for the notes prior to senior classes. The excess collateral amount for your series is subordinated to all of the classes of notes, so it will absorb shortfalls and collateral deterioration before any class of notes.

[Cash Collateral Guaranty][Cash Collateral Account]

The notes will benefit from credit enhancement in the form of [a cash collateral guaranty, secured by the deposit of cash or permitted investments in a cash collateral account, reserved for the beneficiaries of the cash collateral guaranty][a cash collateral account].

[The cash collateral account will be funded by an initial cash deposit.] The amounts [on deposit in the cash collateral account] [available under the cash collateral guaranty] may be increased under the circumstances described below under “ Description of Series Provisions—Credit Enhancement—[Cash Collateral Guaranty][Cash Collateral Account] .”

The amount available from [the cash collateral guaranty] [the cash collateral account] will be limited to $[●]. Payments will be made [to beneficiaries of the cash collateral guaranty from the cash collateral account] [from the cash collateral account] under the circumstances under “ Description of Series Provisions—Credit Enhancement—[Cash Collateral Guaranty][Cash Collateral Account] .”]

[Derivative Agreements

The notes will benefit from credit enhancement in the form of [a currency swap][a cap (obligating a derivative counterparty to pay all interest in excess of a specified percentage rate)][a collar (obligating a derivative counterparty to pay all interest below a specified percentage rate and above a higher

specified percentage rate)]. In general, the trust will receive payments from counterparties to the derivative agreements in exchange for the trust’s payments to them, to the extent required under the derivative agreements. [Describe specific terms of the derivative agreement applicable to a series or class of notes and a description of the related counterparty.]

Based on a reasonable good faith estimate of maximum probable exposure, the aggregate significance percentage of each derivative agreement is [less than 10%][at least 10% but less than 20%][20% or more].

The initial counterparty for the Class A, Class B, Class C and Class D derivative agreements is [●], a [●]. See “ Description of Series Provisions—Interest Rate Swap Counterparty. ”

[If the aggregate significance percentage of any derivative counterparty is greater than 10%, but less than 20%, financial data required by Item 1115(b)(1) of Regulation AB will be provided.]

[If the aggregate significance percentage of any derivative counterparty is greater than 20%, financial statements meeting the requirements of Item 1115(b)(2) of Regulation AB will be provided.]

For a discussion of certain risks arising from a default by a swap counterparty under the Class A, Class B, Class C or Class D derivative agreements or from the early termination of any of the derivative agreements, see “ Risk Factors—Risks Relating to the Securitization Structure—Default by a counterparty to a derivative agreement or termination of a derivative agreement could lead to commencement of an early amortization period ” and[“ Description of Series Provisions—Derivative Agreements ” and “ —Early Amortization Events. ”]

[[Surety Bond][Insurance Policy]

[Insurance with respect to [your series][the Class [●] notes] will be provided by one or more insurance companies. This insurance will guarantee, with respect to [one or more classes of] your series, [distributions of interest or principal in the manner and amount specified in this prospectus.]

[A surety bond will be purchased for the benefit of the holders of [your series][the class [●] notes] to assure distributions of interest or principal with respect to that [series][class] of notes in the following manner and amount: [specify manner and amount distributions of interest or principal are assured].

The provider of the [surety bond][insurance policy] is [●], a [●]. [Insert description regarding general character of the business of the enhancement provider.]

[If any entity or group of affiliated entities providing enhancement or other support is liable or contingently liable to provide payments representing 10% or more, but less than 20%, of the cash flow supporting any offered class of the notes, provide financial data required by Item 1114(b)(2)(i) of Regulation AB.]

[If any entity or group of affiliated entities providing enhancement or other support is liable or contingently liable to provide payments representing 20% or more of the cash flow supporting any offered class of the notes, provide financial data required by Item 1114(b)(2)(ii) of Regulation AB.]]

[Spread Account

A spread account will provide additional credit enhancement for your series, primarily for the benefit of the Class [●] notes. The spread account initially will not be funded. After the Series 20[●]-[●] notes are issued, deposits into the spread account will be made each month from finance charge collections allocated to your series, other amounts treated as finance charge collections and excess finance charge collections available from other series up to the required spread account amount. The required spread account amount is described under “ Description of Series Provisions—Spread Account. ”

The spread account will be used to make interest payments on the Class [●] notes [and senior swap payments due from the trust under the Class [●] interest rate swap] if finance charge collections allocated to your series, other amounts treated as finance charge collections and excess finance charge collections available from other series are insufficient to make those payments.

Unless an early amortization event occurs, the amount, if any, remaining on deposit in the spread account on the expected principal payment date for the Class [●] notes, after making the payments described in the preceding paragraph, will be applied to pay principal on the Class [●] notes, to the extent that the Class [●] notes have not been paid in full after application of all principal collections on that date. Except as provided in the following paragraph, if an

early amortization event occurs, the amount, if any, remaining on deposit in the spread account, after making the payments described in the preceding paragraph, will be applied to pay principal on the Class [●] notes on the earlier of the final maturity date and the first payment date on which the outstanding principal amount of the Class [A] notes, Class [B] notes and Class [C] notes has been paid in full.

In addition, on any day after the occurrence of an event of default with respect to Series 20[●]-[●] and the acceleration of the maturity date, the indenture trustee will withdraw from the spread account the outstanding amount on deposit in the spread account and deposit that amount in the distribution account for distribution to the Class D noteholders, Class A noteholders, Class B noteholders and Class C noteholders, in that order of priority, to fund any shortfalls in amounts owed to those noteholders.]

[Reserve Account]

[Support for your series or the Class [●] notes or any related enhancement will be provided by a reserve account. [The reserve account will be funded by [an initial cash deposit][, the retention of a portion of periodic distributions of principal or interest or both otherwise payable to one or more classes of notes, including the subordinated notes,] [or the provision of a letter of credit, guarantee, insurance policy or other form of credit] [or any combination of these arrangements].] The reserve account will be established to assist with the subsequent distribution of principal or interest on the [Class [●] notes][notes of your series] [or any other amount owing on any related enhancement in the manner provided in this prospectus].

[Interest Rate Swaps

The trust will enter into an interest rate swap for the floating rate Class A notes, an interest rate swap for the floating rate Class B notes, an interest rate swap for the floating rate Class C notes, and an interest rate swap for the floating rate Class D notes, each covering the period from the closing date through the final maturity date.

The notional amounts of the Class A interest rate swap, the Class B interest rate swap, the Class C interest rate swap, and the Class D interest rate swap will, for each interest period, equal the outstanding principal amounts of the floating rate Class A notes, the floating rate Class B notes, the floating rate Class C notes and the floating rate Class D notes, respectively, as of the end of the first day of the related interest period. Under each swap, prior to each payment date, two interest amounts will be calculated on the outstanding principal amount of the floating rate Class A notes, the floating rate Class B notes, the floating rate Class C notes or the floating rate Class D notes, as applicable:

If the floating interest amount is greater than the fixed interest amount, the trust will receive a payment from the swap counterparty in an amount equal to the difference. Alternatively, if the fixed interest amount is greater than the floating interest amount, the trust will be required to make a payment to the swap counterparty in an amount equal to the difference. The specified fixed interest rate for each of the Class A interest rate swap, the Class B interest rate swap, the Class C interest rate swap and the Class D interest rate swap is not expected to be higher than [●]% per year.

Based on a reasonable good faith estimate of maximum probable exposure, the aggregate significance percentage of each interest rate swap agreement is [less than 10%][at least 10% but less than 20%][20% or more].

The initial swap counterparty for the Class A, Class B, Class C and Class D interest rate swaps is [●], a [●]. See “ Derivative Counterparty. ”

[If the aggregate significance percentage of any derivative counterparty is greater than 10%, but less than 20%, financial data required by Item 1115(b)(1) of Regulation AB will be provided.]

[If the aggregate significance percentage of any derivative counterparty is greater than 20%, financial statements meeting the requirements of Item 1115(b)(2) of Regulation AB will be provided.]

For a discussion of certain risks arising from a default by a swap counterparty under the Class A, Class B, Class C or Class D interest rate swap or from the early termination of any of the interest rate swaps, see “ Risk Factors— Risks Relating to the Securitization Structure—Default by a swap

counterparty or termination of the Class A, Class B, Class C or Class D interest rate swap could reduce or delay payments and may cause commencement of an early amortization period or a reduction in the ratings of the notes ” and “ Description of Series Provisions—Interest Rate Swaps ” and “ —Early Amortization Events. ”]

Early Amortization Events

The trust will begin to repay the principal of the notes before the expected principal payment date if an early amortization event occurs. An early amortization event will occur if the finance charge collections on the receivables are too low or if defaults on the receivables are too high. The minimum amount that must be available for payments to your series in any monthly period, referred to as the base rate, is the result, expressed as a percentage, of the sum of the interest payable on the Series 20[●]-[●] notes [net of any net swap receipts received by the trust or any net swap payments due from the trust] for the related interest period, plus your series’ share of the servicing fee for the related monthly period and, subject to certain limitations, your series’ share of fees, expenses and other amounts owing to the indenture trustee, the owner trustee and the administrator for the trust, divided by the sum of the collateral amount and amounts on deposit in the principal accumulation account, each as of the close of business on the last day of that monthly period. If the average net portfolio yield for your series, calculated as described in the following sentence, for the [●] monthly period[s] preceding the [●] 20[●] payment date or, thereafter, any three consecutive monthly periods is less than the average base rate for the same two or three consecutive monthly periods, an early amortization event will occur. The net portfolio yield for your series for any monthly period will be the result, expressed as a percentage, of the amount of finance charge collections and other amounts treated as finance charge collections allocated to your series for that monthly period, other than excess finance charge collections [and net swap receipts, if any, received by the trust], net of the amount of defaulted principal receivables and uncovered dilution allocated to your series for that monthly period, divided by the sum of the collateral amount and amounts on deposit in the principal accumulation account, each as of the close of business on the last day of that monthly period.

The other early amortization events are:

The early amortization events for Series 20[●]-[●] are more fully described under “ Description of Series Provisions—Early Amortization Events ” in this prospectus.

Events of Default

The Series 20[●]-[●] notes are subject to events of default described under “ Description of the Notes—Events of Default; Rights upon Event of Default ” in this prospectus. These include:

In the case of an event of default involving bankruptcy, insolvency or similar events relating to the trust, the principal amount of the Series 20[●]-[●] notes automatically will become immediately due and payable. If any other event of default occurs and continues with respect to the Series 20[●]-[●] notes, the indenture trustee or holders of not less than a majority of the then-outstanding principal amount of the Series 20[●]-[●] notes may declare the principal amount of the Series 20[●]-[●] notes to be immediately due and payable. These declarations may be rescinded by holders of not less than a majority of the then-outstanding principal amount of the Series 20[●]-[●] notes if the related event of default has been cured, subject to the conditions described under “ Description of the Notes—Events of Default; Rights upon Event of Default ” in this prospectus.

After an event of default and the acceleration of the Series 20[●]-[●] notes, funds allocated to the Series 20[●]-[●] notes and on deposit in the collection account, the excess funding account and the other trust accounts will be applied to pay principal of and interest on the Series 20[●]-[●] notes to the extent permitted by law. Principal collections and finance charge collections allocated to Series 20[●]-[●] will be applied to make monthly principal and interest payments on the Series 20[●]-[●] notes until the earlier of the date those notes are paid in full or the final maturity date.

If the Series 20[●]-[●] notes are accelerated or the trust fails to pay the principal of the Series 20[●]-[●] notes on the final maturity date, subject to the conditions described in this prospectus under “ Description of the Notes—Events of Default; Rights upon Event of Default ,” the indenture trustee may, if legally permitted, cause the trust to sell principal receivables in an amount equal to the collateral amount for Series 20[●]-[●] and the related finance charge receivables.

Optional Redemption

We have the option to purchase the collateral amount for your series when the outstanding principal amount for your series has been reduced to 10% or less of the initial principal amount, but only if the purchase price paid to the trust is sufficient to pay in full all amounts owing to the noteholders [and any swap counterparty]. The purchase price for your series will equal the collateral amount for your series plus the applicable allocation percentage of finance charge receivables. See “ Description of the Notes—Final Payment of Principal ” and “ Description of Series Provisions—Redemption Amount ” in this prospectus.

Servicing and Servicer’s Fee

Prior to May 22, 2008, the servicer for the trust was GE Money Bank (now known as Synchrony Bank). On May 22, 2008, GE Money Bank (now known as Synchrony Bank) transferred the servicing role to General Electric Capital LLC (formerly known as General Electric Capital Corporation) (“ GE Capital ”) and on December 2, 2015, GE Capital transferred the servicing role to Synchrony. Synchrony may from time to time enter into subservicing arrangements with affiliated or unaffiliated companies. See “ The Servicers ” in this prospectus.

GE Capital Global Holdings, LLC (“ GE Capital Global ”), an affiliate of General Electric Company

(“ GE ”) guarantees the obligations of Synchrony as servicer. On November 17, 2015, GE completed the previously announced split-off of Synchrony from GE as described under “ The Sponsor .” As a result, Synchrony is no longer an affiliate of GE. If not terminated earlier, the servicer performance guaranty provided by GE Capital Global will terminate on the date on which the notes of all series that were outstanding on July 16, 2014 have been paid in full, which is expected to be the September 2019 payment date. See “ Risk Factors—Risks Related to the Company’s Separation from GE—We expect GE to cease to be involved with the securitization .” See “ The Servicers—Servicer Performance Guaranty ” for a description of the other circumstances that may give rise to the termination of the servicer performance guaranty.

Synchrony, as servicer, receives a fee for its servicing activities. The share of the servicing fee allocable to Series 20[●]-[●] for each payment date will be equal to one-twelfth of the product of (a) [●]% and (b) the collateral amount for Series 20[●]-[●] on the last day of the prior monthly period. However, the servicing fee for the first monthly period will be based on the number of days in the first monthly period. The servicing fee allocable to Series 20[●]-[●] for each payment date will be paid from your series share of collections of finance charge receivables[, net swap receipts], recoveries and investment earnings each month as described in “— Application of Finance Charge Collections ” above and in “ Description of Series Provisions—Application of Finance Charge Collections. ”

Fees and Expenses for Asset Review

The asset representations reviewer will be paid an annual fee of $[●] by Synchrony in accordance with the asset representations review agreement. However, that fee does not include the fees and expenses of the asset representations reviewer in connection with an asset review. Under the asset representations review agreement, the asset representations reviewer will be entitled to receive a fee in connection with the asset review of [$[ ] for each account containing a Subject Receivable][$[ ] per hour][insert any other rate agreed upon by asset representations reviewer and Synchrony], which fee will be paid by Synchrony.

Tax Status

Subject to important considerations described under “ U.S. Federal Income Tax Consequences ” in this prospectus, Mayer Brown LLP, as tax counsel to the trust, is of the opinion that under existing law the Class A notes, the Class B notes, the Class C notes [and the Class D notes] (other than such notes beneficially owned by the trust or the single beneficial owner of the trust for U.S. federal income tax purposes) will be characterized as debt for federal income tax purposes and that the trust will not be classified as an association or constitute a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. By your acceptance of a Series 20[●]-[●] note, you will agree to treat your Series 20[●]-[●] notes as debt for federal, state and local income and franchise tax purposes. See “ U.S. Federal Income Tax Consequences ” in this prospectus for additional information concerning the application of federal income tax laws.

State Tax Consequences

The tax discussion in this prospectus does not address the tax treatment of the issuing entity, the notes or noteholders under any state or local tax laws, which may differ materially from the federal income tax treatment of such persons and instruments. The jurisdictions in which these state and local tax issues may arise include those in which the holder is taxable, Synchrony Bank and servicer carry on their activities, and the obligors on the accounts and receivables are located. You are urged to consult with your own tax advisors regarding the state tax treatment of the issuing entity as well as any state tax consequences to you of purchasing, holding and disposing of your notes.

ERISA Considerations

Subject to important considerations described under “ ERISA Considerations ” in this prospectus, the Class A notes[, the Class B notes, the Class C notes and the Class D notes] are eligible for purchase by persons investing assets of employee benefit plans or individual retirement accounts. Each purchaser will be deemed to represent and warrant that either it is not acquiring the note with assets of (or on behalf of) a benefit plan or any other plan that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code or to any applicable law that is substantially similar to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Internal Revenue Code or its purchase, holding and disposition of the notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code or a violation of any substantially similar applicable law. If you are contemplating purchasing the Class A notes[, the Class B notes, the Class C notes or the Class D

notes] on behalf of or with plan assets of any plan or account, we suggest that you consult with counsel regarding whether the purchase or holding of the Class A notes[, the Class B notes, the Class C notes or the Class D notes] could give rise to a prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code or a violation of any substantially similar applicable law. Benefit plans that are subject to Title I of ERISA or Section 4975 of the Internal Revenue Code may not acquire the Class A notes[, the Class B notes, the Class C notes or the Class D notes] at any time that such notes do not have a current investment grade rating from a nationally recognized statistical rating organization. See “ ERISA Considerations ” in this prospectus for additional information.

Risk Factors

There are material risks associated with an investment in the Class A notes[, the Class B notes, the Class C notes and the Class D notes], and you should consider the matters set forth under “ Risk Factors ” beginning on page [●].

Ratings

We expect that the Class A notes, the Class [B] notes, the Class [C] notes and the Class [D] notes will receive credit ratings from the Hired Agencies.

Any rating assigned to the Class A notes[, the Class B notes, the Class C or the Class D notes] by a Hired Agency will reflect the rating agency’s assessment solely of the likelihood that noteholders will receive timely payments of interest and the ultimate repayment of principal on the final maturity date for the Class A notes[, the Class B notes, the Class C notes and the Class D notes], and will be based primarily on the value of the transferred receivables and the credit enhancement provided. The rating is not a recommendation to purchase, hold or sell any notes. The rating does not constitute a comment as to the marketability of any notes, any market price or suitability for a particular investor. Ratings on the notes are expected to be monitored by the Hired Agencies while the notes are outstanding. Any rating can be changed or withdrawn by a Hired Agency at any time. In addition, a rating agency not hired by the sponsor to rate the transaction may provide an unsolicited rating that differs from (or is lower than) the ratings provided by the Hired Agencies.

RFS Holding, L.L.C.

Our address is 777 Long Ridge Road, Stamford, Connecticut 06902. Our phone number is (877) 441-5094.

This prospectus uses defined terms. You can find a glossary of terms under the caption “ Glossary of Terms for Prospectus ” beginning on page [●] in this prospectus.

Risk Factors

The following is a summary of the principal risk factors that apply to an investment in the notes. You should consider the following risk factors before deciding whether to purchase the notes:

Risks Relating to the Securitization Structure

It may not be possible to find a purchaser for your notes.

There is currently no secondary market for the notes and we cannot assure you that one will develop. As a result, you may not be able to resell your notes at all, or may be able to do so only at a substantial loss. The underwriters may assist in resales of the notes, but they are not required to do so. We do not intend to apply for the inclusion of the notes on any exchange or automated quotation system. A trading market for the notes may not develop. If a trading market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your notes. The secondary market for asset-backed securities could experience an onset of significant reduced liquidity. If a period of illiquidity occurs, it may adversely affect the market value of your notes.

[Payments on the Class B notes are subordinate to payments on the Class A notes.

If you buy Class B notes, your interest payments will be subordinate to interest payments on the Class A notes, and your principal payments will be subordinate to principal payments on the Class A notes as follows:

As a result of these features, any reduction in the collateral amount for your series due to charge-offs, dilution or reallocation of principal will reduce payments on the Class B notes before reducing payments on the Class A notes. If the total amount of these reductions exceeds the sum of the excess collateral amount and the principal amount of the Class D notes and Class C notes, then the Class B notes may not be repaid in full. If receivables are sold after an event of default, the net proceeds of that sale would be paid first to the Class A noteholders until the outstanding principal amount of the Class A notes and all accrued and unpaid interest payable to the Class A noteholders have been paid in full before any payments would be made to the Class B noteholders.]

[Payments on the Class C notes are subordinate to payments on the Class A notes and the Class B notes.

If you buy Class C notes, your interest payments will be subordinate to interest payments on the Class A notes and the Class B notes, and your principal payments will be subordinate to principal payments on the Class A notes and the Class B notes as follows:

As a result of these features, any reduction in the collateral amount for your series due to charge-offs, dilution or reallocation of principal will reduce payments on the Class C notes before reducing payments on the Class A notes or

the Class B notes. If the total amount of these reductions exceeds the sum of the excess collateral amount and the principal amount of the Class D notes, then the Class C notes may not be repaid in full. If receivables are sold after an event of default, the net proceeds of that sale would be paid first to the Class A noteholders until the outstanding principal amount of the Class A notes and all accrued and unpaid interest payable to the Class A noteholders have been paid in full and then to the Class B noteholders until the outstanding principal amount of the Class B notes and all accrued and unpaid interest payable to the Class B noteholders have been paid in full before any payments would be made to the Class C noteholders.]

[Payments on the Class D notes are subordinate to payments on the Class A notes, the Class B notes and the Class C notes.

If you buy Class D notes, your interest payments will be subordinate to interest payments on the Class A notes, the Class B notes and the Class C notes, and your principal payments will be subordinate to principal payments on the Class A notes, the Class B notes and the Class C notes as follows:

As a result of these features, any reduction in the collateral amount for your series due to charge-offs, dilution or reallocation of principal will reduce payments on the Class D notes before reducing payments on the Class A notes, the Class B notes or the Class C notes. If the total amount of these reductions exceeds the excess collateral amount, then the Class D notes may not be repaid in full. If receivables are sold after an event of default, the net proceeds of that sale would be paid first to the Class A noteholders until the outstanding principal amount of the Class A notes and all accrued and unpaid interest payable to the Class A noteholders have been paid in full, then to the Class B noteholders until the outstanding principal amount of the Class B notes and all accrued and unpaid interest payable to the Class B noteholders have been paid in full and then to the Class C noteholders until the outstanding principal amount of the Class C notes and all accrued and unpaid interest payable to the Class C noteholders have been paid in full before any payments would be made to the Class D noteholders.]

Commingling of payments could cause delays or reductions in payment of your notes.

So long as the servicer (or, so long as a servicer performance guaranty remains in effect, the applicable servicer performance guarantor) maintains credit ratings that satisfy certain ratings requirements specified in the indenture, and there exists no servicer default, collections on the transferred receivables will not be required to be deposited into the related collection account until the payment date. Currently, although the conditions for monthly deposits are satisfied, the servicer has agreed with GE Capital Global to make daily deposits of collections to the collection account pursuant to the terms of the servicer performance guaranty. Pending deposit into the related collection account, collections may be held by the servicer and invested at its own risk and for its own benefit, and will not be segregated from funds of the servicer. If the servicer were unable to remit such funds or did not for any reason remit such funds, you might experience delays in payments on your notes or might incur a loss.

Synchrony Bank may change the terms and conditions of the accounts in a way that reduces collections.

Synchrony Bank transfers the receivables but continues to own the credit card accounts. As owner of the accounts, Synchrony Bank retains the right to change various account terms or treatment, including finance charges, other fees, the required monthly minimum payment, payment due dates and allocation of payments. These changes may be voluntary on the part of Synchrony Bank or may be required by law, market conditions or other reasons. Changes in the terms or treatment of the accounts may reduce the amount of receivables arising under the accounts, reduce the portfolio yield, reduce the amount of collections on those receivables or otherwise alter payment patterns.

Payments to you could be accelerated, delayed or reduced as a result of these changes. Changes could also cause a reduction in the credit ratings on your notes.

Charged-off receivables or uncovered dilution could reduce payments to you.

The primary risk associated with extending credit to Synchrony Bank’s customers under its credit card programs is the risk of default or bankruptcy of the customer, resulting in the customer’s account balance being charged-off as uncollectible. Synchrony Bank relies principally on the customer’s creditworthiness for repayment of the account and usually has no other recourse for collection. In certain circumstances, Synchrony Bank may not be able to successfully identify and evaluate the creditworthiness of cardholders to minimize delinquencies and losses. General economic factors, such as the rate of inflation, unemployment levels and interest rates, may result in greater delinquencies that lead to greater credit losses among customers.

In addition to being affected by general economic conditions and the success of the servicer’s collection and recovery efforts, the trust’s delinquency and net credit card receivable charge-off rates are affected by the average age of the various credit card account portfolios. The average age of credit card receivables affects the stability of delinquency and loss rates of the portfolio because delinquency and loss rates typically increase as the average age of accounts in a credit card portfolio increases. The servicer, on behalf of the trust, will charge-off the receivables arising in accounts designated to the trust in accordance with the trust’s collection policies if the receivables become uncollectible. The collateral securing your notes will be allocated a portion of these charged-off receivables. See “ Description of Series Provisions—Allocation Percentages ” and “— Investor Charge-Offs ” in this prospectus.

Unlike charged-off receivables, reductions in the receivables due to returns of merchandise, unauthorized charges or disputes between a cardholder and a merchant, called dilution, are typically absorbed by reductions in our interest in the trust or reimbursed by us through cash deposits to the excess funding account and are not intended to be allocated to the collateral securing your notes. However, to the extent our interest is insufficient to cover dilution for any monthly period and we then default in our obligation to compensate the trust for these reductions, the collateral securing your notes will be allocated a portion of the uncovered dilution.

If the amount of charged-off receivables and any uncovered dilution allocated to the collateral securing your notes exceeds the amount of funds available to reimburse those amounts, you may not receive the full amount of principal and interest due to you. See “ Description of Series Provisions—Investor Charge-Offs ” and “ The Servicers—Defaulted Receivables; Dilution; Investor Charge-Offs ” in this prospectus.

Limited remedies for breaches of representations could reduce or delay payments.

When we transfer the receivables to the trust, we make representations and warranties relating to the validity and enforceability of the transferred receivables, and as to the perfection and priority of the trust’s interest in the receivables. However, neither the owner trustee nor the indenture trustee will make any examination of the receivables or the related assets to determine the presence of defects or compliance with the representations and warranties or for any other purpose.

A representation or warranty relating to the receivables may be violated if the related obligors have defenses to payment or offset rights, or our creditors or creditors of Synchrony Bank claim rights to the trust assets. If a representation or warranty is violated, we may have an opportunity to cure the violation. If we are unable to cure any violation within the specified time period and the violation has a material adverse effect on the transferred receivables or the availability of the proceeds to the trust, we must, if requested, accept reassignment of the receivables affected by the violation. See “ The Trust Portfolio—Representations and Warranties of the Depositor ” in this prospectus.

It may be difficult to find a suitable successor servicer if Synchrony ceases to act as servicer.

If Synchrony is terminated as servicer as described under “ The Servicers—Servicer Default; Successor Servicer ” in this prospectus, the trust may have difficulty finding a suitable successor servicer. Potential successor servicers may not have the capacity to adequately perform the duties required of a successor servicer or may not be

willing to perform those duties for the amount of the servicing fee currently payable under the servicing agreement. If no successor has been appointed and has accepted the appointment by the time the servicer ceases to act as servicer, the indenture trustee will automatically become the successor servicer. Deutsche Bank Trust Company Americas, the indenture trustee, does not have credit card operations. If Deutsche Bank Trust Company Americas 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 servicing agreement may not be sufficient to cover its actual cost and expenses of servicing the accounts.

Synchrony Bank may not be able to designate new accounts to the trust when required by transaction documents.

If at the end of any monthly period, the amount of receivables in the trust falls below a specified level described under “ The Trust Portfolio—Addition of Trust Assets ,” we will be required to cause Synchrony Bank to designate additional accounts to the trust and transfer additional receivables to the trust on or before the tenth business day following that monthly period. There is no guarantee that Synchrony Bank will have sufficient accounts to designate to the trust. This could cause a possible delay or reduction in payments on your notes. If we do not transfer sufficient receivables to the trust within the grace period specified in this prospectus, an early amortization event would occur. If this were to happen, you could be paid sooner than expected and may not be able to reinvest the amount paid to you at the same rate you would have been able to earn on your notes.

Other series of notes may have different terms that may affect the timing and amount of payments to you.

The trust has issued other series of notes and expects to issue additional series of notes from time to time. Other series of notes may have terms that are different than the terms for your series, 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 or your series and could cause a possible delay or reduction in payments on your notes. Additional series of notes may be issued without any requirement for notice to, or consent from, existing noteholders. For a description of the conditions that must be met before the trust can issues new notes, see “ Description of the Notes—New Issuances of Notes ” in this prospectus.

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 excess 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.

Recharacterization of principal receivables would reduce principal receivables and may require the addition of new receivables.

As described under “ Description of the Notes—Discount Option ” in this prospectus, we may designate a portion of some or all transferred receivables that would otherwise be treated as 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 a reduction of the average net portfolio yield for a given period. However, this designation will also reduce the aggregate amount of transferred principal receivables, which may increase the likelihood that we will be required to add receivables to the trust. If we were unable to add receivables, one or more series of notes, including your series, could go into early amortization.

The note interest rate and the receivables interest rate may re-set at different times, resulting in reduced or early payments to you.

Some accounts have finance charges assessed at a variable rate based on a designated index, which rate may or may not be subject to a specified floor. A series of notes may bear interest either at a fixed rate or at a floating rate

based on a different index. If the interest rate charged on the accounts declines, collections of finance charge receivables may be reduced without a corresponding reduction in the amounts of interest payable on your notes and other amounts required to be paid out of collections of finance charge receivables. If the interest rate on the accounts declines or the interest rate on a series increases, this could decrease the spread, or difference, between collections of finance charge receivables and those collections allocated to make interest payments on your notes. This would increase the risk of early repayment of your notes, as well as the risk that there may not be sufficient collections to make all required payments on your notes.

We may assign our obligations as depositor and Synchrony may assign its obligations as servicer.

Either we or Synchrony may transfer our rights and obligations in our respective capacities as depositor or servicer to one or more entities without noteholders’ consent so long as specific conditions are satisfied. See “ The Depositor—Assignment of Depositor’s Interests ” and “ The Servicers—Resignation of Servicer ” and “— Merger or Consolidation of Servicer ” in this prospectus. The entity assuming the rights and obligations may or may not be affiliated with us or Synchrony, as applicable. After the assignment, either we or Synchrony, as the case may be, would have no further liability or obligation under the documents relating to the notes and the trust, other than those liabilities that arose prior to the transfer.

Addition of credit card accounts to the trust may decrease the credit quality of the assets securing the repayment of your notes. If this occurs, your receipt of payments of principal and interest may be reduced, delayed or accelerated.

The assets of the trust securing the notes change every day. We may choose, or may be required, to add credit card receivables to the trust. The credit card accounts from which these receivables arise may have different terms and conditions from the credit card accounts already designated for the trust. For example, the new credit card accounts may have higher or lower fees or interest rates, or different payment terms. We cannot guarantee that new credit card accounts will be of the same credit quality as the credit card accounts currently or historically designated for the trust. If the credit quality of the assets in the trust were to deteriorate, the trust’s ability to make payments on the notes could be adversely affected. See “ The Trust Portfolio—Addition of Trust Assets ” in this prospectus.

The ratings for the offered notes are limited in scope and may be lowered or withdrawn, or the offered notes may receive an unsolicited rating, which may have an adverse effect on the liquidity or the market price of the offered notes.

Security ratings are not a recommendation to purchase, hold or sell the offered notes, inasmuch as the rating does not comment as to market price or suitability for a particular investor. A rating of the offered notes addresses the likelihood of the timely payment of interest and the ultimate repayment of principal of the offered notes on the final maturity date pursuant to their respective terms. There is no assurance that a rating will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if in its judgment circumstances in the future so warrant. Neither the depositor nor the sponsor nor any of their affiliates will have any obligation to replace or supplement the credit enhancement, or to take any other action to maintain any ratings of the offered notes. A rating agency may revise or withdraw the ratings at any time in its sole discretion, including as a result of a failure by the sponsor to comply with its obligation to post information provided to the Hired Agencies on a website that is accessible by a rating agency that is not a Hired Agency.

The Hired Agencies have been hired by the sponsor to provide their ratings on the offered notes. We note that a rating agency may have a conflict of interest where, as is the case with the ratings of the offered notes by the Hired Agencies, the sponsor or the issuer of a security pays the fee charged by the rating agency for its rating services.

It is possible that other rating agencies not hired by the sponsor may provide an unsolicited rating that differs from (or is lower than) the rating provided by the Hired Agencies. As of the date of this prospectus, we are not aware of the existence of any unsolicited rating provided (or to be provided at a future time) by any rating agency not hired to rate the transaction. However, there can be no assurance that an unsolicited rating will not be issued prior to or after the closing date, and none of the sponsor, the depositor nor any underwriter is obligated to inform investors (or potential investors) in the offered notes if an unsolicited rating is issued after the date of this prospectus. Consequently, if you intend to purchase offered notes, you should monitor whether an unsolicited rating

of the offered notes has been issued by a non-hired rating agency and should consult with your financial and legal advisors regarding the impact of an unsolicited rating on a class of offered notes. If any non-hired rating agency provides an unsolicited rating that differs from (or is lower than) the rating provided by the Hired Agencies, the liquidity or the market value of your offered note may be adversely affected.

Geographic concentration may result in more risk to you.

As of [●] [●], 20[●], the servicer’s records indicate that, based on billing addresses, obligors on the accounts were concentrated in [●], [●], [●], [●] and [●]. No other state accounted for more than 5% of the number of accounts or 5% of the total receivables balances as of that date. Economic conditions or other factors affecting these states in particular could adversely impact the delinquency or credit loss experience of the trust portfolio and could result in delays in payments or losses on the notes. See “ Composition of the Trust Portfolio—Composition by Billing Address ” in this prospectus.

Charge-offs may increase which could reduce payments to you.

The global financial and economic crisis has had an adverse effect on the financial condition of many consumers in the United States, which was also reflected in the performance of the trust portfolio in recent years. Despite certain signs of improvement, including recent declines in the domestic unemployment rate, the global economic environment remains volatile and could continue to present challenges having an adverse effect on the trust portfolio for the foreseeable future. More specifically, increases in delinquencies and charge-offs could occur, particularly if conditions in the general economy deteriorate.

If the amount of charged-off receivables and any uncovered dilution allocated to your series exceeds the amount of funds available to reimburse those amounts, you may not receive the full amount of principal and interest due to you. See “ Description of Series Provisions—Investor Charge-Offs ” and “ The Servicers—Defaulted Receivables; Dilution; Investor Charge-Offs ” in this prospectus.

[Default by a swap counterparty or termination of the Class A, Class B, Class C or Class D interest rate swap could reduce or delay payments and may cause commencement of an early amortization period or a reduction in the ratings of the notes.

The interest rate swaps expose you to risks arising from the failure of either a swap counterparty or the trust to perform its obligations thereunder or from the early termination of an interest rate swap. If a swap counterparty does not make a required payment, the trust will have less funds available to make interest payments on the notes. Continuance of such failure for five business days will cause the early amortization period to commence. If either a swap counterparty or the trust does not make a payment due under an interest rate swap, the other party may initiate an early termination of the interest rate swap. If the ratings of a swap counterparty are reduced below certain levels established by Standard & Poor’s Ratings Services (“ Standard & Poor’s ”), Moody’s Investors Service (“ Moody’s ”) or Fitch Ratings, Inc. (“ Fitch ”), that swap counterparty will be required to assign its rights and obligations under the applicable interest rate swap to a replacement swap counterparty, obtain a letter of credit or guaranty or make other arrangements satisfactory to the rating agencies within certain grace periods. The interest rate swaps may be terminated if the swap counterparty fails to do so. If an interest rate swap is terminated or a swap counterparty fails to perform its obligations (whether following a downgrade or otherwise), we cannot assure you that the trust would be able to enter into a replacement interest rate swap or make other arrangements to hedge the trust’s interest payment obligations. The early termination of an interest rate swap will cause an early amortization event and commencement of the early amortization period if the trust does not enter into a replacement interest rate swap or enter into an alternative arrangement satisfactory to the rating agencies.

If the early amortization period commences as a result of any of the foregoing, you could be paid sooner than expected and may not be able to reinvest the amount paid to you at the same rate you would have been able to earn on your notes. If the affected interest rate swap is not terminated following the swap counterparty’s failure to perform, the trust may have less funds available to pay interest on the notes. In addition, the ratings of the notes may be reduced, which could affect your ability to sell your notes. See “ Description of Series Provisions—Interest Rate Swaps ” and “ —Early Amortization Events .”]

[Default by a counterparty to a derivative contract or termination of a derivative contract could lead to the commencement of an early amortization period.

The trust may enter into one or more derivative contracts for the benefit of your series. Derivative contracts include interest rate swaps, currency swaps, credit swaps, interest rate caps or interest rate floors.

If a counterparty to a derivative contract for your series does not make a required payment, the trust will have less funds available to make payments on your notes. This could cause delays or reductions in the amount of interest or principal paid to you. The failure of a counterparty to make a required payment may also, subject to any applicable grace periods specified in this prospectus, cause an early amortization event and commencement of the early amortization period. If this were to happen, you could be paid sooner than expected and may not be able to reinvest the amount paid to you at the same rate you would have been able to earn on your notes.

If any derivative contract for your series were to terminate, the trust might not be able to enter into a replacement derivative contract. For example, a derivative contract may terminate if the counterparty is downgraded or if the counterparty defaults on its obligations. The early termination of a derivative contract may[, subject to any applicable grace periods specified in this prospectus,] cause an early amortization event and commencement of the early amortization period if the trust does not enter into a replacement derivative contract. If this were to happen, you could be paid sooner than expected and may not be able to reinvest the amount paid to you at the same rate you would have been able to earn on your notes.]

An increase in the initial principal amount of the notes may dilute your voting rights.

The trust may offer and sell notes of your series having an initial principal amount that is greater than the principal amount shown on the cover page of this prospectus depending on market conditions and demand for the notes of your series. In that event, the initial principal amount of each class of notes of your series will be proportionally increased. As a result, the voting rights of your notes will be diluted. Dilution of voting rights decreases your ability to influence actions under the indenture and other transaction documents to the extent such actions are subject to a vote.

Risks Relating to the Credit Card Business

Economic and social factors may adversely affect cardholder payment patterns, finance charge rates and credit card usage, and may affect the timing and amount of payments to you.

The amount of principal collections and finance charge collections available to pay your notes on any payment date or, if applicable, to make deposits into the principal accumulation account for your series will depend on many factors, including:

Changes in payment patterns, finance charge rates and credit card usage result from a variety of economic and social factors. Economic factors include, among others, the rate of inflation, unemployment levels, the availability and cost of credit (including mortgages) and real estate values. Social factors include, among others, consumer and business confidence levels and the public’s attitude about incurring debt and the stigma of personal bankruptcy. In addition, acts of terrorism or natural disasters in the United States and the political and/or military response to any such events or the commencement of hostilities between the United States and a foreign nation or nations may have an adverse effect on general economic conditions, consumer and business confidence and general market liquidity.

Key macroeconomic conditions historically have affected the performance of the trust portfolio and the Company’s business, results of operations and financial condition and are likely to affect them in the future. Consumer confidence, unemployment and housing indicators are among the factors that often impact consumer spending behavior. Poor economic conditions reduce the usage of Synchrony Bank’s credit cards and other financing products and the average purchase amount of transactions on the credit cards, which reduces the amount of principal collections and finance charge collections available to make payments on your notes and the rate of creation of additional receivables in the accounts designated to the trust. Poor economic conditions also adversely affect the ability and willingness of customers to pay amounts owed to us, increasing delinquencies, bankruptcies and charge-offs, and decreasing recoveries. We believe the delinquency rate in the Company’s portfolio is at historically low levels and charge-off rates in the Company’s portfolio are back to pre-recession levels, and they both may increase and are likely to increase materially if economic conditions deteriorate.

While certain economic conditions in the United States have shown signs of improvement, economic growth has been slow and uneven as consumers continue to recover from previously high unemployment rates, lower housing values, concerns about the level of U.S. government debt and fiscal actions that may be taken to address this, as well as economic and political conditions in the global markets. A prolonged period of slow economic growth or a significant deterioration in economic conditions would likely affect consumer spending levels and the ability and willingness of customers to pay amounts owed on the trust accounts, and could have a material adverse effect on the Company’s business, results of operations and financial condition, and could have a material adverse effect on the performance of the transferred receivables and your notes.

We cannot assure the creation of additional receivables in the accounts designated to the trust or that any particular pattern of cardholder payments will occur. A significant decline in the amount of new receivables generated 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. In addition, changes in finance charges can alter the monthly payment rates of cardholders. A significant decrease in monthly payment rates could slow the return or accumulation of principal during an amortization period or accumulation period. See “ Maturity Considerations ” in this prospectus.

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

Synchrony Bank operates its private label and co-branded credit card programs with various retailers under program agreements, some of which, if not extended, are scheduled to expire while your notes are outstanding. Historically, there has been turnover in Synchrony Bank’s retailer partners, and Synchrony Bank expects that this will continue in the future. There is significant competition for Synchrony Bank’s existing retailer partners, and its failure to retain its existing larger partner relationships upon the expiration of a relationship or its earlier loss of a relationship upon the exercise of a retailer partner’s early termination rights as described below could have a material adverse effect on Synchrony Bank’s results of operation and financial condition to the extent it does not acquire new retailer partners of similar size and profitability or otherwise grow its business. Such a failure could have an adverse effect on the volume of receivables in the trust. Synchrony Bank expects to have significant concentration in its largest relationships for the foreseeable future.

The program agreements typically have contract terms ranging from approximately [●] to [●] years and remaining terms ranging from approximately [●] to [●] years. Some of those program agreements provide that, upon expiration or termination, the retailer may purchase or designate a third party to purchase the receivables generated with respect to its program, including the receivables in the trust. Approximately [●]% of the accounts would be subject to removal from the trust and approximately [●]% of the total receivables in the trust as of [●] [●], 20[●] would be subject to purchase prior to the expected principal payment date for your series if the related program agreements were not extended.

In addition, the program agreements generally permit the retailers or Synchrony Bank to terminate the program agreements prior to the respective termination dates for the programs if the other party materially breaches its obligations under the related program agreements, subject to any cure rights under the related program agreements. Certain program agreements are also subject to early termination in the event the related retailer becomes insolvent, becomes subject to a bankruptcy proceeding or has a material change in financial condition, upon the occurrence of a significant change in law or upon the occurrence of other specified portfolio-related performance triggers or other

events of default. The program agreements generally may be terminated prior to scheduled expiration upon mutual agreement between Synchrony Bank and the related retailers.

If a program agreement were terminated as described above and the related retailer were to exercise its right to purchase the related accounts and receivables and Synchrony Bank were unable to provide receivables arising under newly designated additional accounts to replace those purchased by the retailers, an early amortization period could begin. If an early amortization period commences as a result of a termination of one or more program agreements, you could be paid sooner than expected and may not be able to reinvest the amount paid to you at the same rate you would have been able to earn on your notes.

Synchrony Bank’s results are impacted, to a significant extent, by the financial performance of Synchrony Bank’s retailers.

Synchrony Bank’s ability to generate new receivables and the finance charges and fees and other income associated with them is dependent upon sales of merchandise and services by its retailers. The retail industry in which Synchrony Bank’s retailers operate is intensely competitive. Synchrony Bank’s retailers compete with retailers and department stores in their own geographic areas, as well as catalog and internet sales businesses. Synchrony Bank’s retailers’ sales may decrease or may not increase as we anticipate for various reasons, some of which are in the retailers’ control and some of which are not. For example, retailer sales may be adversely affected by macroeconomic conditions having a national, regional or more local effect on consumer spending, business conditions affecting a particular retailer or industry, or catastrophes affecting broad or more discrete geographic areas. If Synchrony Bank’s retailers’ sales decline for any reason, it generally results in lower credit sales, and therefore lower receivables volume and associated interest and fees and other income for Synchrony Bank from their customers. In addition, if a retailer closes some or all of its stores or becomes subject to a voluntary or involuntary bankruptcy proceeding (or if there is a perception that it may become subject to a bankruptcy proceeding), its customers who have used Synchrony Bank’s financing products may have less incentive to pay their outstanding balances to Synchrony Bank, which could result in higher charge-off rates than anticipated and Synchrony Bank’s costs for servicing its customers’ accounts may increase. This risk is particularly acute with respect to Synchrony Bank’s largest retailers. Moreover, if the financial condition of a retailer deteriorates significantly or a retailer becomes subject to a bankruptcy proceeding, Synchrony Bank may not be able to recover for customer returns, customer payments made in retailer stores or other amounts due to Synchrony Bank from the retailer. A decrease in sales by Synchrony Bank’s retailers for any reason or a bankruptcy proceeding involving any of them could have a material adverse impact on the Company’s business and the ability of Synchrony Bank to originate additional receivables to be transferred to the issuing entity. See “— Synchrony Bank may not be able to designate new accounts to the trust when required by the transaction documents .”

Origination patterns of receivables and operations of retailers could reduce collections; and a retailer bankruptcy or other adverse events relating to a retailer included in the trust portfolio may affect the timing and amount of payments to you.

Except for co-branded credit cards, Synchrony Bank’s ability to generate new receivables is dependent upon sales at or through the retailers. The retailing and credit card industries are intensely competitive. Generally, the retailers compete not only with other retailers and department stores in the geographic areas in which they operate, but also with numerous other types of retail outlets, including catalog and internet sales businesses. We cannot assure you that the retailers will continue to generate receivables at the same rate as in prior years. Also, if a retailer were to close some or all of its stores or otherwise stop honoring the related credit cards, the loss of utility of the affected credit cards could reduce the cardholders’ incentive to pay their outstanding balances.

Recently, the United States has experienced a period of economic slowdown. While certain economic conditions in the United States have shown signs of improvement, economic growth has been slow and uneven as consumers continue to recover from previously high unemployment rates, lower housing values, concerns about the level of U.S. government debt and fiscal actions that may be taken to address this, as well as economic and political conditions in the global markets. A prolonged period of slow economic growth or a significant deterioration in economic conditions would likely affect consumer spending levels and may increase the risk that a retailer becomes subject to a voluntary or involuntary case under any applicable federal or state bankruptcy or other similar law. The bankruptcy of a retailer 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 retailer that is subject to a proceeding under bankruptcy or similar laws. Any of these effects of a retailer 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 retailer relating to a large percentage of the trust assets. The largest retailer programs included in the trust portfolio are disclosed under “ Composition of the Trust Portfolio—Composition by Retailer ” in this prospectus. If an early amortization event occurs, you could receive payment of principal sooner than expected. See “ Maturity Considerations ” in this prospectus.

Synchrony Bank’s ability to generate new receivables is also dependent upon its ability to compete in the current industry environment. Synchrony Bank’s retailers generally accept most major credit cards and various other forms of payment, and therefore Synchrony Bank’s success depends on their active and effective promotion of its products to their customers. Synchrony Bank depends on its retailers to integrate the use of its credit products into their store culture by training their sales associates about Synchrony Bank’s products, having their sales associates encourage their customers to apply for, and use, Synchrony Bank’s products and otherwise effectively marketing Synchrony Bank’s products. Retailers may also implement or fail to implement changes in their systems and technologies that may disrupt the integration between their systems and technologies and Synchrony Bank’s systems, which could disrupt the use of Synchrony Bank’s products. The failure by Synchrony Bank’s retailers to effectively promote and support its products as well as changes they may make in their business models that negatively impact card usage could have a material adverse effect on the Company’s business and results of operations, and the rate at which new receivables are created. In addition, if retailers engage in improper business practices, do not adhere to the terms of the program agreements or other contractual arrangements or standards, or otherwise diminish the value of Synchrony Bank’s brand, Synchrony Bank may suffer reputational damage and customers may be less likely to use Synchrony Bank’s credit cards, which could reduce the rate at which new receivables are created. Additionally, sometimes upon expiration of a credit card program with Synchrony Bank, a retailer may choose to transfer its program to a competitor.

In addition, Synchrony Bank offers co-branded credit cards for certain retailers, and certain holders of private label credit card accounts have been solicited to replace their private label credit cards with co-branded credit cards. When a cardholder’s private label credit card that is currently designated to the trust is replaced by a co-branded credit card, the private label credit card account will be removed from the trust in accordance with the provisions of the securitization documents. The balance, if any, on the private label credit card that is replaced by a co-branded credit card will be reduced to zero upon the activation of the new co-branded credit card. Co-branded credit card accounts were first designated to the trust portfolio in June 2007 and additional co-branded credit card accounts may be designated to the trust portfolio in the future subject to substantially the same conditions that apply to the designation of private label accounts. See “ The Sponsor—Credit Card Activities ” in this prospectus.

The Company will need additional financing, and its borrowing costs are higher, following the initial public offering of Synchrony’s common stock and the Separation of Synchrony from GE; adverse financial market conditions or the Company’s inability to effectively manage its funding and liquidity risk could have a material adverse effect on its funding, liquidity and ability to meet its obligations.

The Company needs to effectively manage its funding and liquidity in order to meet its cash requirements such as day to day operating expenses, extensions of credit to its customers, payments of principal and interest on its borrowings and payments on its other obligations. Historically, the Company’s primary sources of funding and liquidity have been, and following the initial public offering of Synchrony’s common stock (the “ IPO ”) and the Separation of Synchrony from GE (as described under “ The Sponsor ”), continue to be, collections from its customers, deposits, funds from securitized financings and proceeds from unsecured borrowings. Prior to the IPO and the Separation, the Company’s unsecured borrowings came from an affiliate of GE and the Company believes its affiliation with GE made it easier and less expensive for it to obtain some of its funding from third parties. As a result of the IPO and the Separation, the Company does not expect to receive funding from GE or its affiliates and the Company expects borrowing costs from third parties to be higher than its historical costs from affiliates of GE. In addition, as a result of the IPO and the Separation, it may be more difficult for the Company to securitize its loans because Synchrony’s credit ratings from the rating agencies are lower than the historical credit ratings of General Electric Capital Corporation, which had indirectly owned all of the common stock of Synchrony Bank prior to the IPO, which may cause investors, and the credit rating agencies, to view Synchrony Bank as a weaker sponsor. To compensate, the Company’s recent issuances of asset backed securities have required, and future issuances likely

will require, additional credit enhancements and may require higher interest rates and, even then, the credit ratings on the Company’s asset backed securities may be lower than they have been historically. In addition, to maintain the current credit ratings of certain series of notes issued by the trust in light of the IPO, we previously amended the terms of those notes to increase the credit enhancement for those notes. These factors and actions may increase the costs of securitizing the Company’s loans relative to its historical costs or otherwise adversely affect the Company’s financial flexibility.

In addition, regulatory reforms have recently been proposed or adopted in the United States and internationally that are intended to address certain issues that affected banks in the recent financial crisis. These reforms, generally referred to as “ Basel III ,” subject banks to more stringent capital, liquidity and leverage requirements.  To the extent that the Basel III requirements result in increased costs to the banks providing undrawn committed capacity under the Company’s securitization programs, these costs are likely to be passed on to the Company.  In addition, in response to Basel III, some banks in the market (including certain of the private lenders in the Company’s securitization programs) have added provisions to their credit agreements permitting them to delay disbursement of funding requests for 30 days or more. If the bank lenders require delayed disbursements of funding and/or higher pricing for committing undrawn capacity to Synchrony Bank, Synchrony Bank’s cost of funding and access to liquidity could be adversely affected.

While financial market conditions have generally stabilized and improved since the financial crisis, there can be no assurance that significant disruptions, uncertainties and volatility will not occur in the future. If the Company is unable to continue to finance its business, access capital markets and attract deposits on favorable terms and in a timely manner, or if the Company experiences an increase in its borrowing costs or otherwise fails to manage its liquidity effectively, its results of operations and financial condition may be materially adversely affected, which could affect Synchrony Bank’s ability to originate new receivables and Synchrony’s ability to service the trust portfolio.

The Company’s inability to securitize its loans would have a material adverse effect on its business, liquidity, cost of funds and financial condition.

The Company uses the securitization of its loans as a significant source of funding. Although the securitization market for credit card loans has been re-established following the financial crisis that began in 2008, the market may experience future disruptions. The Company’s ability to securitize its loans in the future will depend on a variety of factors, including the conditions in the securities markets in general and the credit card asset backed securities market in particular, the overall credit quality of the Company’s credit card loans and the conformity of the loans and its securitization program to rating agency requirements, the costs of securitizing loans and the legal, regulatory, accounting and tax requirements governing securitization transactions. The Company’s ability to securitize its loans in the future may also be affected by regulatory requirements in connection with the Company’s Separation from GE. See “—Risks Related to the Company’s Separation from GE—The Company may need to obtain regulatory approvals to continue its securitization activities after its separation from GE.” If the Company is unable to refinance existing asset backed securities with new asset backed securities, it may be limited by structural and regulatory constraints on its ability to refinance these asset backed securities with bank deposits or other funding at Synchrony Bank, and therefore the Company would be required to rely on sources outside of Synchrony Bank, which may not be available or may be available only at higher cost. A prolonged inability to securitize the Company’s loans on favorable terms, or at all, or to refinance Synchrony Bank’s asset backed securities would have a material adverse effect on the Company’s business, liquidity, cost of funds and financial condition, the ability of Synchrony Bank to originate new receivables and Synchrony’s ability to service the trust portfolio.

Synchrony Bank’s inability to grow its deposits in the future could materially adversely affect its liquidity and ability to grow its business.

Synchrony Bank obtains deposits directly from retail and commercial customers or through brokerage firms that offer Synchrony Bank’s deposit products to their customers. A key part of Synchrony Bank’s liquidity plan and funding strategy is to significantly expand its direct deposits. Although Synchrony Bank expects to reduce the proportion of its funding provided by brokered deposits in connection with Synchrony Bank’s application to the Federal Reserve Board (as described under “ The Sponsor—Synchrony Bank ”), Synchrony Bank also intends to continue to rely on brokered deposits as a source of funding.

The deposit business is highly competitive, with intense competition in attracting and retaining deposits. Synchrony Bank competes on the basis of the rates it pays on deposits, features and benefits of its products, the quality of its customer service and the competitiveness of its digital banking capabilities. Synchrony Bank’s ability to originate and maintain retail deposits is also highly dependent on the strength of Synchrony Bank and the perceptions of consumers and others of its business practices and its financial health. Adverse perceptions regarding Synchrony Bank’s reputation could lead to difficulties in attracting and retaining deposits accounts. Negative public opinion could result from actual or alleged conduct in a number of areas, including lending practices, regulatory compliance, inadequate protection of customer information or sales and marketing activities, and from actions taken by regulators or others in response to such conduct. In addition, Synchrony Bank’s ability to originate and maintain deposits could be adversely affected by the loss of Synchrony Bank’s association with GE’s brand and reputation as a result of the Separation (as described under “ The Sponsor ”).

The demand for the deposit products that Synchrony Bank offers may also be reduced due to a variety of factors, such as demographic patterns, changes in customer preferences, reductions in consumers’ disposable income, regulatory actions that decrease customer access to particular products or the availability of competing products. Competition from other financial services firms and others that use deposit funding products may affect deposit renewal rates, costs or availability. Changes that Synchrony Bank makes to the rates offered on its deposit products may affect its profitability and liquidity.

The Federal Deposit Insurance Act (the “ FDIA ”) prohibits an insured bank from accepting brokered deposits or offering interest rates on any deposits significantly higher than the prevailing rate in the bank’s normal market area or nationally (depending upon where the deposits are solicited), unless it is “well-capitalized,” or it is “adequately capitalized” and receives a waiver from the Federal Deposit Insurance Corporation (the “ FDIC ”). A bank that is “adequately capitalized” and accepts brokered deposits under a waiver from the FDIC may not pay an interest rate on any deposit in excess of 75 basis points over certain prevailing market rates. There are no such restrictions under the FDIA on a bank that is “well-capitalized.” Limitations on Synchrony Bank’s ability to accept brokered deposits for any reason (including regulatory limitations on the amount of brokered deposits in total or as a percentage of total assets) in the future could materially adversely impact Synchrony Bank’s funding costs and liquidity. Any limitation on the interest rates Synchrony Bank can pay on deposits could competitively disadvantage Synchrony Bank in attracting and retaining deposits and have a material adverse effect on its business, which could consequently have a material adverse effect on Synchrony Bank’s ability to continue to originate new receivables.

The Company’s business depends on its ability to successfully manage its credit risk, and failing to do so may result in high charge-off rates.

The Company’s success depends on its ability to manage its credit risk while attracting new customers with profitable usage patterns. The Company selects its customers, manages their accounts and establishes terms and credit limits using proprietary scoring models and other analytical techniques that are designed to set terms and credit limits to appropriately compensate the Company for the credit risk it accepts, while encouraging customers to use their available credit. The models and approaches the Company uses to manage its credit risk may not accurately predict future charge-offs due to various reasons.

The Company’s ability to manage credit risk and avoid high charge-off rates also may be adversely affected by economic conditions that may be difficult to predict, such as the recent financial crisis. Although delinquencies and charge-offs [continued to decline through 2014], they both may increase in the future and are likely to increase materially if economic conditions deteriorate. The Company remains subject to conditions in the consumer credit environment. There can be no assurance that the Company’s credit underwriting and risk management strategies will enable it to avoid high charge-off levels or delinquencies, or that the Company’s allowance for loan losses will be sufficient to cover actual losses.

A customer’s ability to repay the transferred receivables or other obligations owed to the Company can be negatively impacted by increases in their payment obligations to other lenders under mortgage, credit card and other loans (including student loans). These changes can result from increases in base lending rates or structured increases in payment obligations, and could reduce the ability of the Company’s customers to meet their payment obligations to other lenders and to the Company. In addition, a customer’s ability to repay the transferred receivables and other obligations to the Company can be negatively impacted by the restricted availability of credit

to consumers generally, including reduced and closed lines of credit. Customers with insufficient cash flow to fund daily living expenses and lack of access to other sources of credit may be more likely to increase their card usage and ultimately default on their payment obligations to the Company, resulting in higher credit losses in the Company’s portfolio and the trust portfolio. The Company’s collection operations may not compete effectively to secure more of customers’ diminished cash flow than the Company’s competitors. In addition, the Company may not identify customers who are likely to default on their payment obligations to the Company and reduce the Company’s exposure by closing credit lines and restricting authorizations quickly enough, which could have a material adverse effect on the Company’s business, results of operations and financial condition, and may result in increased delinquencies and losses on the transferred receivables.

The Company’s ability to manage credit risk also may be adversely affected by legal or regulatory changes (such as bankruptcy laws and minimum payment regulations) and collection regulations, competitors’ actions and consumer behavior, as well as inadequate collections staffing, techniques, models and performance of vendors such as collection agencies.

Competition in the consumer finance industry is intense.

The success of the Company’s business depends on its ability to retain existing retailers and attract new retailers. The competition for retailers is intense and becoming more competitive. The Company’s primary competitors for retailers include major financial institutions, such as Alliance Data, American Express, Capital One, Chase, Citibank, TD Bank and Wells Fargo, and to a lesser extent, potential retailers’ own in-house financing capabilities. Some of the Company’s competitors are substantially larger, have substantially greater resources and may offer a broader range of products and services. The Company competes for retailers on the basis of a number of factors, including program financial and other terms, underwriting standards, marketing expertise, service levels, product and service offerings (including incentive and loyalty programs), technological capabilities and integration, brand and reputation. In addition, some of the Company’s competitors for retailers have a business model that allows for their retailers to manage underwriting (e.g., new account approval), customer service and collections, and other core banking responsibilities that the Company retains but some retailers may prefer to handle. As a result of competition, the Company may be unable to acquire new retailers, lose existing relationships to competing companies or find it more costly to maintain its existing relationships.

The Company’s success also depends on its ability to attract and retain customers and generate usage of its products by them. The consumer credit and payments industry is highly competitive and the Company faces an increasingly dynamic industry as emerging technologies enter the marketplace. As a form of payment, the Company’s products compete with cash, checks, debit cards, general purpose credit cards (including Visa and MasterCard, American Express and Discover Card), other private label card brands and, to a certain extent, prepaid cards. The Company also competes with non-traditional providers such as PayPal. In the future, the Company expects its products may face increased competition from new emerging payment technologies, such as Apple Pay, Google Wallet, Softcard and Square, as well as consortia of merchants that are expected to combine payment systems to reduce interchange and other costs (e.g., CurrentC), to the extent that the Company’s products are not accepted in, or compatible with, such technologies. The Company may also face increased competition from current competitors or others who introduce or embrace disruptive technology that significantly changes the consumer credit and payment industry. The Company competes for customers and their usage of the Company’s products, and to minimize transfers to competitors of customers’ outstanding balances, based on a number of factors, including pricing (interest rates and fees), product offerings, credit limits, incentives (including loyalty programs) and customer service. Although the Company offers a variety of consumer credit products, some of its competitors provide a broader selection of services, including home and automobile loans, debit cards and bank branch ATM access, which may position them better among customers who prefer to use a single financial institution to meet all of their financial needs. Some of the Company’s competitors are substantially larger than the Company, which may give those competitors advantages, including a more diversified product and customer base, the ability to reach out to more customers and potential customers, operational efficiencies, more versatile technology platforms, broad-based local distribution capabilities and lower-cost funding. In addition, some of the Company’s competitors, including new and emerging competitors in the digital and mobile payments space, are not subject to the same regulatory requirements or legislative scrutiny to which the Company is subject, which also could place the Company at a competitive disadvantage. Customer attrition from any or all of the Company’s credit products or any lowering of the pricing of the Company’s products by reducing interest rates or fees in order to retain customers

could reduce the Company’s revenues and therefore the Company’s earnings, as well as reduce collections available to make payments on the notes and the creation of additional receivables in the accounts designated to the trust.

If the Company is unable to compete effectively for retailers and customer usage, its business and results of operations could be materially adversely affected, and Synchrony Bank’s ability to originate new receivables and Synchrony’s ability to service the trust portfolio could be materially adversely affected.

The Company’s business is heavily concentrated in U.S. consumer credit, and therefore its results are more susceptible to fluctuations in that market than a more diversified company.

The Company’s business is heavily concentrated in U.S. consumer credit. As a result, the Company is more susceptible to fluctuations and risks particular to U.S. consumer credit than a more diversified company. For example, the Company’s business is particularly sensitive to macroeconomic conditions that affect the U.S. economy, consumer spending and consumer credit. The Company is also more susceptible to the risks of increased regulations and legal and other regulatory actions that are targeted at consumer credit or the specific consumer credit products that the Company offers (including promotional financing). Due to the Company’s CareCredit platform (which is not currently designated to the trust), the Company is also more susceptible to increased regulations and legal and other regulatory actions targeted at elective healthcare related procedures or services, in contrast to other industries. The Company’s business concentration could have an adverse effect on the Company’s financial condition and the trust portfolio.

Fraudulent activity associated with the Company’s products and services could negatively impact the Company’s operating results, brand and reputation and cause the use of its products and services to decrease and its fraud losses to increase.

The Company is subject to the risk of fraudulent activity associated with its retailers, customers and third parties handling customer information. The Company’s fraud-related losses have increased significantly since 2011. The Company’s fraud-related losses are due primarily to the co-branded card product, which has grown in recent years, and like the overall market for general purpose credit cards has experienced significant counterfeit and mail/phone fraud. The Company’s private label credit card product is also susceptible to application fraud, because among other things, it provides immediate access to the credit line at the time of approval. Credit card fraud, identity theft and related crimes are prevalent, and perpetrators are growing more sophisticated. Sales on the internet and through mobile channels are becoming a larger part of the Company’s business and fraudulent activity is higher as a percentage of sales in those channels than in stores. Co-branded cards and private label credit cards are susceptible to different types of fraud, and, depending on the Company’s product channel mix (including as a result of the introduction, if any, of a Synchrony-branded general purpose credit card), the Company may continue to experience variations in, or levels of, fraud-related expense that are different from or higher than that experienced by some of the Company’s competitors or the industry generally.

The risk of fraud continues to increase for the financial services industry in general, and credit card fraud, identity theft and related crimes are likely to continue to be prevalent, and perpetrators are growing more sophisticated. The Company’s resources, technologies and fraud prevention tools may be insufficient to accurately detect and prevent fraud. For example, credit cards with embedded security chip technology (such as “EMV” chips) provide additional security against fraudulent activity and have been widely adopted in Europe and Asia, but merchants in the United States have been slow to adopt the technology. As a result, although the Company is in the process of rolling out this technology with several retailers, the Company’s credit cards continue to use the traditional magnetic stripes for card processing and therefore do not benefit from the embedded security chip feature, and the Company’s adoption of this technology would still require wider acceptance by merchants to reduce the Company’s risk. The level of the Company’s fraud charge-offs and results of operations and the fraud charge-offs on the trust portfolio could be materially adversely affected if fraudulent activity were to significantly increase. High profile fraudulent activity also could negatively impact the Company’s brand and reputation, which could negatively impact the use of the Company’s cards and thereby have a material adverse effect on the Company’s results of operations and Synchrony Bank’s ability to originate receivables. In addition, significant increases in fraudulent activity could lead to regulatory intervention (such as increased customer notification requirements and mandatory issuance of cards with EMV chips), which could increase the Company’s costs and also negatively

impact the Company’s operating results, brand and reputation and could lead the Company to take steps to reduce fraud risk, which could increase the Company’s costs.

Cyber-attacks or other security breaches could have a material adverse effect on the Company’s business and the performance of the trust portfolio.

In the normal course of business, the Company collects, processes and retains sensitive and confidential information regarding its retailers and its customers. The Company also has arrangements in place with its retailers and other third parties through which it shares and receives information about their customers who are or may become the Company’s customers. Although the Company devotes significant resources and management focus to ensuring the integrity of its systems through information security and business continuity programs, its facilities and systems, and those of its retailers and third-party service providers, are vulnerable to external or internal security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, or other similar events. The Company and its retailers and third-party service providers have experienced all of these events in the past and expect to continue to experience them in the future. These events could interrupt the Company’s business or operations, result in significant legal and financial exposure, supervisory liability, damage to the Company’s reputation or a loss of confidence in the security of the Company’s systems, products and services. Although the impact to date from these events has not had a material adverse effect on the Company, we cannot be sure this will be the case in the future.

Information security risks for large financial institutions like the Company have increased recently in part because of new technologies, the use of the internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others. In addition to cyber-attacks or other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks against large financial institutions that are designed to disrupt key business services, such as consumer-facing web sites. The Company’s Separation from GE (as described under “ The Sponsor ”) and its emergence as a separately branded company could increase the Company’s profile and therefore its risk of being targeted for cyber-attacks and other security breaches, including attacks targeting its key business services and websites. The Company is not able to anticipate or implement effective preventive measures against all security breaches of these types, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources. The Company employs detection and response mechanisms designed to contain and mitigate security incidents, but early detection may be thwarted by sophisticated attacks and malware designed to avoid detection.

The Company also faces risks related to cyber-attacks and other security breaches in connection with credit card transactions that typically involve the transmission of sensitive information regarding its customers through various third-parties, including its retailer partners, retailers that are not the Company’s partners where co-branded cards are used, merchant acquiring banks, payment processors, card networks (e.g., Visa and MasterCard) and its processors (e.g., First Data Corporation (“ First Data ”)). Some of these parties have in the past been the target of security breaches and cyber-attacks, and because the transactions involve third parties and environments such as the point of sale that the Company does not control or secure, future security breaches or cyber-attacks affecting any of these third-parties could impact the Company through no fault of its own and in some cases the Company may have exposure and suffer losses for breaches or attacks relating to them. The Company also relies on numerous other third-party service providers, such as Fidelity National Information Services, Inc. (“ FIS ”), to conduct other aspects of its business operations and faces similar risks relating to them. While the Company regularly conducts security assessments on significant third-party service providers, the Company cannot be sure that their information security protocols are sufficient to withstand a cyber-attack or other security breach.

The access by unauthorized persons to, or the improper disclosure by the Company of, confidential information regarding its customers or its own proprietary information, software, methodologies and business secrets could interrupt the Company’s business or operations, result in significant legal and financial exposure, supervisory liability, damage to its reputation or a loss of confidence in the security of its systems, products and services, all of which could have a material adverse impact on its business, financial condition and results of operations, and its ability to originate new receivables and service the trust portfolio. In addition, recently there have been a number of well-publicized attacks or breaches directed at others in the credit card industry that have heightened concern by consumers generally about the security of using credit cards, which have caused some consumers, including the

Company’s customers, to use the Company’s credit cards less in favor of alternative methods of payment and has led to increased regulatory focus on, and potentially new regulations relating to, these matters. Further cyber-attacks or other breaches in the future, whether affecting the Company or others, could intensify consumer concern and regulatory focus and result in reduced use of the Company’s cards and increased costs, all of which could have a material adverse effect on the Company’s business, and consequently a material adverse effect on Synchrony Bank’s ability to continue to originate new receivables.

The failure of third parties to provide various services that are important to the Company’s operations could have a material adverse effect on the Company’s business and Synchrony’s ability to service the trust portfolio.

Some services important to the Company’s business are outsourced to third-party vendors. For example, the Company’s credit card transaction processing, production and related services (including the printing and mailing of customer statements) are handled by First Data, and the technology platform for the Company’s online retail deposits is managed by FIS. First Data and FIS and, in some cases other third-party vendors, are the sole source or one of a limited number of sources of the services they provide for the Company. It would be difficult and disruptive for the Company to replace some of its third-party vendors, particularly First Data and FIS, in a timely manner if they were unwilling or unable to provide the Company with these services in the future (as a result of their financial or business conditions or otherwise), and the Company’s business and operations likely would be adversely affected. The Company’s principal agreements with First Data expire under their existing terms (assuming the Company exercises its unilateral extension rights but the agreements are not otherwise renewed or extended by mutual agreement of the parties) at various times between 2016 and 2020. The Company’s principal agreement with FIS expires under its existing terms (assuming the Company exercises its unilateral extension rights but the agreement is not otherwise renewed or extended by mutual agreement of the parties) in 2020. In addition, if a third-party provider fails to provide the services the Company requires, fails to meet contractual requirements, such as compliance with applicable laws and regulations, or suffers a cyber-attack or other security breach, the Company’s business could suffer economic and reputational harm that could have a material adverse effect on the Company’s business and results of operations.

Disruptions in the operation of the Company’s computer systems and data centers could have a material adverse effect on the Company’s business, Synchrony Bank’s ability to originate new receivables and Synchrony’s ability to service the trust portfolio.

The Company’s ability to deliver products and services to its retailers and its customers, service its loans and otherwise operate its business and comply with applicable laws depends on the efficient and uninterrupted operation of its computer systems and data centers, as well as those of its retailers and third-party service providers. These computer systems and data centers may encounter service interruptions at any time due to system or software failure, natural disaster or other reasons. In addition, the implementation of technology changes and upgrades to maintain current and integrate new systems may also cause service interruptions, transaction processing errors and system conversion delays and may cause the Company’s failure to comply with applicable laws, all of which could have a material adverse effect on the Company’s business and Synchrony’s ability to service the trust portfolio.

In connection with the Company’s Separation from GE (as described under “ The Sponsor ”), the Company must migrate and, in some cases, establish with third parties, key parts of its technology infrastructure, including its data centers. When the Company migrates its data centers, its retailers will also need to make changes to their networks to establish connectivity with the Company. These infrastructure changes, both the ones that the Company makes and the ones required of the Company’s retailers, may cause disruptions, systems interruptions, transaction processing errors and system conversion delays. In addition, the Company has entered into transitional services arrangements with GE pursuant to which GE will provide certain services to the Company relating to technology and business-processes. Some of these transitional arrangements may remain in effect through 2016, and during the transitional period the Company will rely on GE to provide these services. The complexities of these arrangements and the services provided will increase the operational risk associated with the Company’s Separation from GE (as described under “ The Sponsor ”), and this increased risk could result in unanticipated expenses, disruptions to the Company’s operations or other adverse consequences, all of which could have a material adverse effect on the Company’s business and Synchrony’s ability to service the trust portfolio.

The Company expects that new technologies and business processes applicable to the consumer credit industry will continue to emerge, and these new technologies and business processes may be better than those currently used by the Company. The pace of technology change is high and the consumer credit industry is intensely competitive, and we cannot assure you that the Company will be able to sustain its investment in new technology as critical systems and applications become obsolete and better ones become available. A failure to maintain current technology and business processes could cause disruptions in the Company’s operations or cause its products and services to be less competitive, all of which could have a material adverse effect on the Company’s business, financial condition and results of operations, Synchrony Bank’s ability to continue to originate new receivables and Synchrony’s ability to service the trust portfolio.

The Company has international operations that subject the Company to various international risks as well as increased compliance and regulatory risks and costs.

The Company has international operations, primarily in India, the Philippines and Canada, and some of its third-party service providers provide services to the Company from other countries, all of which subject the Company to a number of international risks, including, among others, sovereign volatility and socio-political instability. United States regulations also govern various aspects of the international activities of domestic corporations and increase the Company’s compliance and regulatory risks and costs. Any failure by the Company or its service providers to comply with applicable United States regulations, as well as the regulations in the countries and markets in which the Company or its service providers, as applicable, operate, could result in fines, penalties, injunctions or other similar restrictions, any of which could have a material adverse effect on the Company’s business, results of operations and financial condition and the servicing of the trust portfolio.

Risks Relating to Regulation

The Company’s business is subject to extensive government regulation, supervision, examination and enforcement, which could adversely affect the Company’s business, results of operations and financial condition.

The Company’s business, including its relationships with its customers, is subject to extensive regulation, supervision and examination under U.S. federal, state and foreign laws and regulations. These laws and regulations cover all aspects of the Company’s business, including lending practices, treatment of the Company’s customers, safeguarding deposits, customer privacy and information security, capital structure, liquidity, dividends and other capital distributions, transactions with affiliates and conduct and qualifications of personnel. As a savings and loan holding company, Synchrony is subject to extensive regulation, supervision and examination by the Federal Reserve Board. As a large provider of consumer financial services, the Company is also subject to extensive regulation, supervision and examination by the CFPB. Synchrony Bank is a federally chartered savings association. As such, Synchrony Bank is subject to extensive regulation, supervision and examination by the Office of the Comptroller of the Currency (“ OCC ”), which is its primary regulator, and by the CFPB. In addition, Synchrony Bank, as an insured depository institution, is supervised by the FDIC. The Company and Synchrony Bank are regularly reviewed and examined by their respective regulators, which results in supervisory comments and directions relating to many aspects of the Company’s business that require response and attention.

Banking laws and regulations are primarily intended to protect federally insured deposits, the federal Deposit Insurance Fund and the banking system as a whole, and not intended to protect the Company or holders of notes issued by the trust. If the Company fails to satisfy applicable laws and regulations, the Company’s and Synchrony Bank’s respective regulators have broad discretion to enforce those laws and regulations, including with respect to the operation of the Company’s business. The Company’s regulators also have broad discretion with respect to the enforcement of applicable laws and regulations, including through enforcement actions that could subject the Company to civil money penalties, customer remediations, increased compliance costs, and limits or prohibitions on the Company’s ability to offer certain products and services or to engage in certain activities. In addition, to the extent the Company undertakes actions requiring regulatory approval or non-objection, the Company’s regulators may make their approval or non-objection subject to conditions or restrictions that could have a material adverse effect on the Company’s business, results of operations and financial condition. Any other actions taken by the Company’s regulators could also have a material adverse impact on the Company’s business, reputation and brand, results of operations and financial condition. Moreover, some of the Company’s competitors are subject to different,

and in some cases less restrictive, legislative and regulatory regimes, which may have the effect of providing them with a competitive advantage over the Company.

New laws or regulations or policy or practical changes in enforcement of existing laws or regulations applicable to the Company’s businesses, or the Company’s own reexamination of its current practices, could adversely impact its profitability, require the Company to change certain business practices or alter its relationships with customers or expose the Company to additional costs (including increased compliance costs and/or customer remediation). For example, the CFPB has broad authority over the Company’s businesses. See “ —There continues to be uncertainty as to how the Consumer Financial Protection Bureau’s actions will impact the Company’s business; the agency’s actions have had and may continue to have an adverse impact on the Company’s business .”

The Company is also subject to potential enforcement and other actions that may be brought by state attorneys general or other state enforcement authorities and other governmental agencies. Any such actions could subject the Company to civil money penalties and fines, customer remediations and increased compliance costs, as well as damage the Company’s reputation and brand and limit or prohibit the Company’s ability to offer certain products and services or engage in certain business practices. For a discussion of risks related to actions or proceedings brought by regulatory agencies, see “ —Litigation, regulatory actions and compliance issues could subject the Company to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses and the trust could be named as a defendant in litigation or be subject to regulatory actions .”

Litigation, regulatory actions and compliance issues could subject the Company to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses and the trust could be named as a defendant in litigation or be subject to regulatory action.

The Company’s business is subject to increased risks of litigation and regulatory actions 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 the credit card industry.

In the normal course of business, from time to time, the Company has been named as a defendant in various legal actions, including arbitrations, class actions and other litigation, arising in connection with its business activities. Certain of the legal actions include claims for substantial compensatory and/or punitive damages, or claims for indeterminate amounts of damages. In addition, while historically the arbitration provision in the Company’s customer agreements generally has limited the Company’s exposure to consumer class action litigation, there can be no assurance that the Company 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, including by the Consumer Financial Protection Bureau (“ CFPB ”), or the Company may be compelled as a result of competitive pressure or reputational concerns to voluntarily eliminate pre-dispute arbitration clauses.

As an assignee of credit card receivables, the trust could likewise be subject to the risks of litigation and regulatory actions discussed above. In particular, one recent judicial decision by the United States Court of Appeals for the Second Circuit, Madden v. Midland Funding, LLC (No. 14-2131-cv, 2015 WL 2435657), has created 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 trust’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. Although the Madden decision specifically addressed preemption under the National Bank Act, such decision could support future challenges to federal preemption for other federally-chartered depository institutions, including federal savings associations like Synchrony Bank. Although there can be no assurances as to the outcome of any potential litigation, or the possible impact of the litigation on the trust, we believe that the Second Circuit’s decision in Madden should not limit the ability of Synchrony Bank to securitize its credit card receivables or the ability of the trust to collect interest on the trust receivables in accordance with their account terms. We believe the facts presented in the Madden case are distinguishable from the sale of receivables by Synchrony Bank to the trust in that Synchrony Bank continues to own the credit card accounts giving rise to the

trust receivables, Synchrony Bank continues to service the trust receivables and the trust is an affiliate of Synchrony Bank.

The Company is also involved, from time to time, in reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding the Company’s business (collectively, “ regulatory matters ”), which could subject the Company to significant fines, penalties, obligations to change its business practices or other requirements resulting in increased expenses, diminished earnings and damage to its reputation. The current environment of additional regulation, increased regulatory compliance efforts and enhanced regulatory enforcement has resulted in significant operational and compliance costs and may prevent or make it less attractive for Synchrony Bank to continue providing certain products and services. There is no assurance that these regulatory matters or other factors will not, in the future, affect how Synchrony Bank conducts its business and in turn have a material adverse effect on the Company’s business, results of operations and financial condition. Any such actions may also cause the transferred receivables to be unenforceable, give rise to defenses to payments by the obligors on the transferred receivables or require Synchrony Bank to make downward adjustments on the transferred receivables, resulting in reductions in the aggregate principal balance of the transferred receivables in the trust portfolio and/or a reduction in the related finance charges, either of which may cause an early amortization of your notes, a delay in payments on the notes or losses on your notes.

In addition to litigation and regulatory matters, from time to time, through the Company’s operational and compliance controls, the Company identifies compliance issues that require the Company to make operational changes and, depending on the nature of the issue, result in financial remediation to impacted cardholders. These self-identified issues and voluntary remediation payments could be significant depending on the issue and the number of cardholders impacted. They also could generate litigation or regulatory investigations that subject the Company to additional adverse effects on its business, results of operations and financial condition.

The Dodd-Frank Act has had, and may continue to have, a significant impact on us, the sellers, the issuing entity, Synchrony Bank or the Company.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “ Dodd-Frank Act ”) was enacted on July 21, 2010. The Dodd-Frank Act is extensive and significant legislation that, among other things:

The Dodd-Frank Act also required the SEC to review any references to or requirements regarding credit ratings in its regulations, remove those references or requirements and substitute other appropriate standards of creditworthiness in place of the credit ratings, and undertake a number of rulemakings related to the asset backed securities market. One aspect of these rulemaking efforts will involve a review by the SEC of certain exclusions and exemptions that allow asset backed issuers to avoid being regulated as investment companies under the Investment Company Act of 1940, as amended (the “ Investment Company Act ”). The SEC has recently issued an advance

notice of proposed rulemaking indicating that it is considering proposed amendments to these exclusions and exemptions under the Investment Company Act and requesting comment as to the scope and content of any future amendment proposal. If the SEC were to narrow or eliminate the exclusions and exemptions under the Investment Company Act that are currently available to the issuing entity, or were to impose additional conditions for relying on such exclusions and exemptions, the issuing entity could be required to stop issuing asset backed securities or could be required to comply with additional conditions that could affect the notes issued by the issuing entity. If any future amendment adopted by the SEC were to cause the issuing entity to be subject to regulation as an investment company, an early amortization event would occur for the notes. The effects of the SEC’s review of the Investment Company Act and other rulemaking efforts relating to asset backed securities will not be known for an extended period of time, and no assurance can be given that future rulemakings will not have a significant impact on the issuing entity, including on the amount of notes issued in the future.

The Dodd-Frank Act and regulations promulgated thereunder have had, and may continue to have, a significant adverse impact on the Company’s business, results of operations and financial condition. For example, the Dodd-Frank Act and related regulations restrict certain business practices, impose more stringent capital, liquidity and leverage ratio requirements, as well as additional costs (including increased compliance costs and increased costs of funding raised through the issuance of asset-backed securities), on the Company, limit the fees Synchrony Bank can charge for services and impact the value of the Company’s assets.

Many provisions of the Dodd-Frank Act require the adoption of additional rules to implement. In addition, the Dodd-Frank Act mandates multiple studies, which could result in additional legislative or regulatory action. As a result, the ultimate impact of the Dodd-Frank Act and its implementing regulations remains unclear and could have a material adverse effect on the Company’s business, results of operations and financial condition. In particular, no assurance can be given that the new standards will not have a significant impact on the issuing entity, us, the sellers, Synchrony Bank or the Company, including on the level of transferred receivables held in the issuing entity, the servicing of those transferred receivables, or the amount of notes issued in the future and on the regulation and supervision of Synchrony or its affiliates (including us, the issuing entity, Synchrony Bank or the sellers).

In addition, no assurances can be given that the liquidation framework for the resolution of covered financial companies or their covered subsidiaries would not apply to the Company, resulting in a repudiation of any of the transaction documents where further performance is required or an automatic stay or similar power preventing the indenture trustee, the noteholders or other transaction parties from exercising their rights. This repudiation power could also affect certain transfers of the interests in receivables as further described under “ —If we, any seller other than Synchrony Bank or the issuing entity became a debtor in a bankruptcy case or became subject to the Orderly Liquidation Authority of the FDIC, delays or reductions in payment of your notes could occur ” above. Application of this liquidation framework could materially adversely affect the timing and amount of payments of principal and interest on your notes.

There continues to be uncertainty as to how the Consumer Financial Protection Bureau’s actions will impact the Company’s business; the agency’s actions have had and may continue to have an adverse impact on the Company’s business.

The CFPB, which commenced operations in July 2011, has broad authority over the businesses in which the Company engages. This includes authority to write regulations under federal consumer financial protection laws and to enforce those laws against and examine large financial institutions, such as the Company, for compliance. The CFPB is authorized to prevent “unfair, deceptive or abusive acts or practices” through its regulatory, supervisory and enforcement authority. The Federal Reserve Board and the OCC and state government agencies may also invoke their supervisory and enforcement authorities to prevent unfair or deceptive acts or practices. These federal and state agencies are authorized to remediate violations of consumer protection laws in a number of ways, including collecting civil money penalties and fines and providing for customer restitution. The CFPB also engages in consumer financial education, requests data and promotes the availability of financial services to underserved consumers and communities. In addition, the CFPB maintains an online complaint system that allows consumers to log complaints with respect to various consumer finance products, including the products the Company offers. This system could inform future CFPB decisions with respect to its regulatory, enforcement or examination focus.

There continues to be uncertainty as to how the CFPB’s strategies and priorities, including in both its examination and enforcement processes, will impact the Company’s business and its results of operations going forward. Actions by the CFPB could result in requirements for the Company to alter or cease offering affected products and services, making them less attractive and restricting the Company’s ability to offer them. For example, in July 2012, the CFPB issued an industry bulletin regarding marketing practices with respect to credit card add-on products, including debt cancellation products. The Company has made a number of changes, including changes in response to the CFPB bulletin, with respect to its marketing and sale of debt cancellation products to credit card customers, including ceasing all telesales of such products, and the Company has also enhanced the disclosures associated with its website sales of such products. In addition, in October 2013, the CFPB published its first biennial report reviewing the impact of the Credit Card Accountability, Responsibility and Disclosure Act of 2009 (the “ CARD Act ”) on the consumer credit card market. In the report, the CFPB identified practices that may warrant further scrutiny by it, including add-on products (such as debt protection, identity theft protection, credit score monitoring and other products that are supplementary to the extension of credit), cards that charge substantial application fees, and deferred interest offers and products (which could include the Company’s promotional financing products). The report further identified concerns regarding the adequacy of online disclosures, as well as of the disclosures associated with rewards products and grace periods. Separately, the CFPB is also studying pre-dispute arbitration clauses, and the Company’s litigation exposure could increase if the CFPB exercises its authority to limit or ban pre-dispute arbitration clauses.

Although the Company has committed significant resources to enhancing its compliance programs, changes by the CFPB in regulatory expectations, interpretations or practices or interpretations that are different or stricter than those of the Company or those adopted in the past by other regulators could increase the risk of additional enforcement actions, fines and penalties. Actions by the CFPB could result in requirements to alter the Company’s products and services that may make them less attractive to consumers or less profitable to the Company. Future actions by the CFPB (or other regulators) against the Company or its competitors that discourage the use of products offered by the Company or suggest to consumers the desirability of other products or services could result in reputational harm and a loss of customers. If the CFPB changes regulations that were adopted in the past by other regulators and transferred to the CFPB by the Dodd-Frank Act, or modifies through supervision or enforcement past related regulatory guidance or interprets existing regulations in a different or stricter manner than they have been interpreted in the past by the Company, the industry or other regulators, the Company’s compliance costs and litigation exposure could increase materially. If future regulatory or legislative restrictions or prohibitions are imposed that affect the Company’s ability to offer promotional financing for certain of the Company’s products or require the Company to make significant changes to its business practices, and the Company is unable to develop compliant alternatives with acceptable returns, these restrictions or prohibitions could have a material adverse impact on the Company’s business, financial condition and results of operations, and could have a material adverse effect on Synchrony Bank’s ability to originate new receivables and Synchrony’s ability to service the trust portfolio.

The Dodd-Frank Act authorizes certain state officials to enforce regulations issued by the CFPB and to enforce the Dodd-Frank Act’s general prohibition against unfair, deceptive or abusive practices. This could make it more difficult than in the past for federal financial regulators to declare state laws that differ from federal standards to be preempted. To the extent that states enact requirements that differ from federal standards or state officials and courts adopt interpretations of federal consumer laws that differ from those adopted by the CFPB, the Company may be required to alter or cease offering products or services in some jurisdictions, which would increase compliance costs and reduce the Company’s ability to offer the same products and services to consumers nationwide, and the Company may be subject to a higher risk of state enforcement actions.

Regulations relating to privacy, information security and data protection could increase the Company’s costs, affect or limit how the Company collects and uses personal information and adversely affect the Company’s business opportunities.

The Company is subject to various privacy, information security and data protection laws, including requirements concerning security breach notification, and the Company could be negatively impacted by them. For example, in the United States, certain of the Company’s businesses are subject to the Gramm-Leach-Bliley Act (“ GLBA ”) and implementing regulations and guidance. Among other things, the GLBA: (i) imposes certain limitations on the ability of financial institutions to share consumers’ nonpublic personal information with

nonaffiliated third parties, (ii) requires that financial institutions provide certain disclosures to consumers about their information collection, sharing and security practices and affords customers the right to “opt out” of the institution’s disclosure of their personal financial information to nonaffiliated third parties (with certain exceptions) and (iii) requires financial institutions to develop, implement and maintain a written comprehensive information security program containing safeguards that are appropriate to the financial institution’s size and complexity, the nature and scope of the financial institution’s activities, and the sensitivity of customer information processed by the financial institution as well as plans for responding to data security breaches.

Moreover, various United States federal banking regulatory agencies, states and foreign jurisdictions have enacted data security breach notification requirements with varying levels of individual, consumer, regulatory and/or law enforcement notification in certain circumstances in the event of a security breach. Many of these requirements also apply broadly to the Company’s retailers that accept the Company’s cards. In many countries that have yet to impose data security breach notification requirements, regulators have increasingly used the threat of significant sanctions and penalties by data protection authorities to encourage voluntary notification and discourage data security breaches.

Furthermore, legislators and/or regulators in the United States and other countries in which the Company operates are increasingly adopting or revising privacy, information security and data protection laws that potentially could have a significant impact on its current and planned privacy, data protection and information security-related practices, its collection, use, sharing, retention and safeguarding of consumer and/or employee information, and some of its current or planned business activities. This could also increase the Company’s costs of compliance and business operations and could reduce income from certain business initiatives. In the United States, this includes increased privacy-related enforcement activity at the federal level, by the Federal Trade Commission, as well as at the state level, such as with regard to mobile applications.

Compliance with current or future privacy, data protection and information security laws (including those regarding security breach notification) affecting customer and/or employee data to which the Company is subject could result in higher compliance and technology costs and could restrict the Company’s ability to provide certain products and services (such as products or services that involve the Company sharing information with third parties or storing sensitive credit card information), which could materially and adversely affect the Company’s profitability. The Company’s failure to comply with privacy, data protection and information security laws could result in potentially significant regulatory investigations and government actions, litigation, fines or sanctions, consumer or retailer actions and damage to the Company’s reputation and its brand, all of which could have a material adverse effect on the Company’s business and results of operation, the ability of Synchrony Bank to originate new receivables or Synchrony’s ability to service the trust portfolio.

Failure to comply with anti-money laundering and anti-terrorism financing laws could have significant adverse consequences for the Company.

The Company maintains an enterprise-wide program designed to enable the Company to comply with all applicable anti-money laundering and anti-terrorism financing laws and regulations, including the Bank Secrecy Act and the USA PATRIOT Act. This program includes policies, procedures, processes and other internal controls designed to identify, monitor, manage and mitigate the risk of money laundering or terrorist financing posed by the Company’s products, services, customers and geographic locale. These controls include procedures and processes to detect and report suspicious transactions, perform customer due diligence, respond to requests from law enforcement, and meet all recordkeeping and reporting requirements related to particular transactions involving currency or monetary instruments. The Company cannot be sure its programs and controls will be effective to ensure the Company’s compliance with all applicable anti-money laundering and anti-terrorism financing laws and regulations, and the Company’s failure to comply could subject the Company, including Synchrony Bank, to significant sanctions, fines, penalties and reputational harm, all of which could have a material adverse effect on the Company’s business, results of operations and financial condition, the ability of Synchrony Bank to originate new receivables or Synchrony’s ability to service the trust portfolio.

Regulatory action could cause delays or reductions in payment of your notes.

If Synchrony Bank were to become insolvent, or if Synchrony Bank were to violate laws or regulations applicable to it, the FDIC could act as conservator or receiver for Synchrony Bank. In that role, the FDIC would have broad powers to repudiate contracts to which Synchrony Bank was party if the FDIC determined that the contracts were burdensome and that repudiation would promote the orderly administration of Synchrony Bank’s affairs. Among the contracts that might be repudiated is the receivables sale agreement under which Synchrony Bank transfers receivables to us and the subservicing agreement between Synchrony and Synchrony Bank, pursuant to which Synchrony Bank performs certain services with respect to the receivables.

Also, we could not exercise any right or power to terminate, accelerate, or declare a default under the receivables sale agreement or the subservicing agreement, or otherwise affect Synchrony Bank’s rights under the receivables sale agreement or the subservicing agreement without the FDIC’s consent, for 90 days after the receiver is appointed or 45 days after the conservator is appointed, as applicable. During the same period, the FDIC’s consent would also be needed for any attempt to obtain possession of or exercise control over any property of Synchrony Bank. The requirement to obtain the FDIC’s consent before taking these actions relating to a bank’s contracts or property is sometimes referred to as an “ automatic stay .”

The FDIC’s repudiation power would enable the FDIC to repudiate any ongoing repurchase or indemnity obligations of Synchrony Bank under the transaction documents. However, because we have structured, and will structure, the transfers of receivables under the receivables sale agreement between Synchrony Bank, PLT Holding, L.L.C. (“ PLT Holding ”), RFS Holding, Inc. and us, as well as the transfer of receivables under the receivables purchase agreement between Synchrony Bank and PLT Holding, with the intent that such transfers would be characterized as legal true sales, the FDIC should not be able to recover the transferred receivables using its repudiation power.

Nevertheless, if the transfers of receivables by Synchrony Bank to PLT Holding or us were not respected as legal true sales, then we or PLT Holding, as applicable, would be treated as having made a loan to Synchrony Bank, secured by the transferred receivables. The FDIC ordinarily has the power to repudiate a secured loan and then recover the collateral after paying damages in an amount equal to the lender’s “actual direct compensatory damages” determined as of the date of the FDIC’s appointment as conservator or receiver. There is no statutory definition of “actual direct compensatory damages,” but the term does not include damages for lost profits or opportunity.

The staff of the FDIC takes the position that upon repudiation these damages would not include interest accrued to the date of actual repudiation, so the issuing entity would receive interest only through the date of the appointment of the FDIC as conservator or receiver. Since the FDIC may delay repudiation for up to 180 days following that appointment, the issuing entity may not have a claim for interest accrued during this 180-day period. In addition, in one case involving the repudiation by the Resolution Trust Corporation, formerly a sister agency of the FDIC, of certain secured zero-coupon bonds issued by a savings association, a United States federal district court held that “actual direct compensatory damages” in the case of a marketable security meant the market value of the repudiated bonds as of the date of repudiation. If that court’s view were applied to determine the “actual direct compensatory damages” in the circumstances described above, the amount of damages could, depending upon circumstances existing on the date of the repudiation, be less than the principal amount of the related securities and the interest accrued thereon to the date of payment.

The FDIC has adopted a “safe harbor” rule that enables investors in asset backed securities to avoid the risk of indirect recovery of receivables described above if the conditions of the safe harbor are satisfied. Under the rule, the FDIC has stated that, if certain conditions are met, it will not use its repudiation power to reclaim, recover or recharacterize as property of an FDIC-insured bank any financial assets transferred by that bank in connection with a securitization transaction. Synchrony Bank cannot guarantee that any issuance of notes will have the benefit of the safe harbor rule and no legal opinion will be delivered in connection with the issuance of the notes as to the applicability of the safe harbor to the transfers of the receivables to us.

Regardless of whether the transfers under the receivables sale agreement between Synchrony Bank, PLT Holding, RFS Holding, Inc. and us are respected as legal true sales, as conservator or receiver for Synchrony Bank, the FDIC could:

There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the possession of the FDIC, as conservator or receiver, and (2) any property in the possession of the FDIC, as conservator or receiver, being subject to levy, attachment, garnishment, foreclosure or sale without the consent of the FDIC.

If the FDIC were to successfully take any of these actions, delays in payments on the notes could occur and the amount payable to you could be lower than the outstanding principal and accrued interest on the notes, thus resulting in losses to you.

If a conservator or receiver were appointed for Synchrony Bank, an early payment of principal on all outstanding series could result. Under the terms of the agreement that governs the transfer of the receivables from us to the trust, new principal receivables would not be transferred to the trust.

As described below under “ —If we, any seller other than Synchrony Bank or the issuing entity became a debtor in a bankruptcy case or became subject to the Orderly Liquidation Authority of the FDIC, delays or reductions in payments of your notes could occur ” and “ —The Dodd-Frank Act has had, and may continue to have, a significant impact on us, the sellers, the issuing entity, Synchrony Bank or the Company ” and under “ The Trust—FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act ” in this prospectus, the Dodd-Frank Act gives the FDIC authority to act as receiver of bank holding companies, financial companies and their respective subsidiaries in specific situations under the Orderly Liquidation Authority (“ OLA ”) and there is no assurance that the FDIC’s authority would not extend to Synchrony, which is the holding company for Synchrony Bank, or their respective subsidiaries, including us, each seller of receivables that is a subsidiary of Synchrony or the issuing entity.

The operations and financial condition of Synchrony Bank, as a federal savings association, are subject to extensive regulation and supervision under federal law. The OCC, which is the primary federal agency empowered to regulate and supervise federal savings associations, has broad enforcement powers over Synchrony Bank. If, at any time, the OCC were to conclude that any securitization agreement of Synchrony Bank, or the performance of any obligation under such an agreement, or any activity of Synchrony Bank that is related to the operation of its credit card business or its obligations under the related securitization agreements, constitutes an unsafe or unsound banking practice, or violates any law, rule or regulation applicable to Synchrony Bank, the OCC has the power to take action the OCC determines to be appropriate, including taking actions that may violate the provisions of the securitization agreement or may cause delays or reductions in payment of your notes.

Current, pending and proposed regulation and legislation relating to consumer protection laws may impede collection efforts or reduce collections.

Various federal and state consumer protection laws regulate the creation and enforcement of consumer loans, including credit card accounts and receivables. Such laws and regulations, among other things, limit the fees and other charges that Synchrony Bank can impose on customers, limit or prescribe certain other terms of Synchrony Bank’s products and services or require specified disclosures to consumers. In addition, numerous legislative and regulatory proposals are advanced each year which, if adopted, could have a material adverse effect on the amount of collections available to the trust or further restrict the manner in which the servicer may conduct its activities on behalf of the trust.

The CARD Act was enacted in 2009 and most of the requirements became effective in 2010. The CARD Act made numerous amendments to the Truth in Lending Act, requiring Synchrony Bank to make significant changes to many of its business practices, including marketing, underwriting, pricing and billing. The CARD Act’s restrictions on Synchrony Bank’s ability to increase interest rates on existing balances to respond to market conditions and credit risk ultimately limits Synchrony Bank’s ability to extend credit to new customers and provide additional

credit to current customers. Other CARD Act restrictions, such as limitations on late fees, have resulted and will continue to result in reduced interest income and loan fee income.

Additionally, the Dodd-Frank Act established the CFPB, a federal consumer protection regulator with authority to make further changes to certain federal consumer protection regulations. Among other things, the CFPB may take action to prevent Synchrony Bank and other entities from engaging in unfair, deceptive or abusive acts or practices in connection with any transaction with a consumer involving a consumer financial product or service. Evolution of the “abusive” standard could result in changes to pricing, practices, procedures and other activities relating to the accounts in ways that could reduce the associated return. It is unclear what changes will be promulgated by the CFPB and what effect, if any, such changes would have on the trust assets. See “ —The Dodd-Frank Act has had, and may continue to have, a significant impact on us, the sellers, the issuing entity, Synchrony Bank or the Company ” and “ There continues to be uncertainty as to how the Consumer Financial Protection Bureau’s actions will impact the Company’s business; the agency’s actions have had and may continue to have an adverse impact on the Company’s business ” below. The Dodd-Frank Act also transferred supervisory responsibility for Synchrony Bank on July 21, 2011 to the CFPB for consumer regulatory matters and to the OCC for other matters. It is unknown at this time what, if any, impact this transfer may have on Synchrony Bank.

The requirements of the CARD Act and any future adverse changes in federal and state consumer protection laws or regulations, or adverse changes in their applicability or interpretation, could make it more difficult for the servicer to collect payments on the receivables or could reduce the finance charges and other fees that can be charged, resulting in reduced collections. If as a result of the requirements of the CARD Act or any adverse changes in these laws or regulations or in their interpretation, Synchrony Bank or its affiliates were required to reduce their finance charges and/or fees, resulting in a corresponding decrease in the effective yield of the credit card accounts designated to the trust, an early amortization event could occur and could result in an acceleration of payment or reduced payments on your notes.

Receivables that do not comply with consumer protection laws may not be valid or enforceable under their terms against the obligors on those receivables. If a cardholder sought protection under federal or state bankruptcy or debtor relief laws, a court could reduce or discharge completely the cardholder’s obligations to repay amounts due on its account and, as a result, the related receivables would be charged off as uncollectible. See “ The Trust Portfolio—Consumer Protection Laws ” in this prospectus.

From time to time, Congress and state legislatures may also consider legislation to regulate credit card interchange fees and other credit card practices. It is not clear at this time what new limitations on credit card practices, new required disclosures or restrictions on interchange fees may be adopted by these legislative bodies, if relevant or applicable legislation will be adopted at the federal or state level and, if adopted, what impact any new limitations or requirements would have on Synchrony Bank or the Company.

Security Interest and Bankruptcy Related Risks

Some liens may be given priority over your notes, which could cause delayed or reduced payments.

We, Synchrony Bank and each other seller under the receivables sale agreement account for our respective transfers of the receivables as sales. Even so, a court could conclude that we, Synchrony Bank or any seller own the receivables and that the trust holds only a security interest in the receivables. Even if a court would reach that conclusion, however, steps will be taken to give the indenture trustee a first-priority perfected security interest in the receivables. Nevertheless, a federal or state tax, governmental or other nonconsensual lien on our property or the property of any seller arising prior to the time a receivable is transferred to the trust may have priority over the trust’s interest in that receivable. Regardless of whether the transfers of the receivables are sales or secured borrowings, if any such liens exist, the claims of the creditors holding such liens would be superior to our rights or the rights of the trust, thereby possibly delaying or reducing payments on the notes. Furthermore, if the FDIC were appointed as Synchrony Bank’s receiver or conservator, administrative expenses of the receiver or conservator may have priority over the trust’s interest in the receivables. See “ The Trust—Perfection and Priority of Security Interests ” in this prospectus.

So long as the conditions discussed in “ The Servicers—Collections; Commingling ” in this prospectus are satisfied, the servicer, on behalf of the trust, may make deposits of collections on a monthly basis. Although such conditions are currently satisfied, the servicer has agreed in the servicer performance guaranty to make deposits of collections into the collection account within two business days of processing. However, if the servicer elects to make monthly deposits of collections, such collections held by the servicer, on behalf of the trust, will be commingled during the monthly period and used for the benefit of the servicer prior to each payment date, and the trust may not have a first-priority perfected security interest in those collections during the commingling period. In addition, if a receiver or conservator were appointed for Synchrony Bank, the indenture trustee may not be able to obtain, or may experience delays in obtaining, control of collections that are in possession of Synchrony Bank at the time of such appointment. If any such event occurs, the amount payable to you could be lower than the outstanding principal and accrued interest on the notes, thus resulting in losses to you.

If we, any seller other than Synchrony Bank or the issuing entity became a debtor in a bankruptcy case or became subject to the Orderly Liquidation Authority of the FDIC, delays or reductions in payment of your notes could occur.

We and the issuing entity are bankruptcy remote subsidiaries of Synchrony, and our limited liability company agreement and the trust agreement of the issuing entity limit the nature of our respective businesses. If, however, we became a debtor in a bankruptcy case, a court could conclude that we effectively still own the transferred receivables. This could happen if a court presiding over our bankruptcy were to conclude either that the transfers of the receivables by us to the trust were not “true sales” or that we and the trust should be treated as the same person for bankruptcy purposes. In addition, if any seller under the receivables sale agreement that is eligible to be a debtor in a bankruptcy case were to become a debtor in a bankruptcy case, a court could conclude that such transfers were not “true sales” of such receivables and that as a result such seller still owned such transferred receivables. If any of the bankruptcy-related events described in this paragraph were to occur, then you could experience delays or reductions in payments as a result of:

As discussed in more detail under “ The Trust—FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act ,” if the FDIC were appointed receiver of the Company, as a covered financial company, or receiver of us, any seller other than Synchrony Bank under the receivables sale agreement or the issuing entity as covered subsidiaries of Synchrony under the OLA, the FDIC would have various powers, including the power to repudiate any contract to which Synchrony, we, such seller or the issuing entity, as applicable, was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of that entity’s affairs. In addition, if we were to become subject to the OLA as a covered subsidiary for which the FDIC is appointed as receiver and therefore treated as a covered financial company, the FDIC as receiver could assert that we still effectively own the transferred receivables and that the issuing entity should be treated as having made a loan to us secured by the transferred receivables. In addition, if any seller (other than Synchrony Bank) were to become subject to the OLA as a covered financial company, the FDIC could assert that the transfers of receivables by such seller to us were not “true sales” of such receivables and that as a result such seller still effectively owns such transferred receivables and that we should be treated as having made a loan to such seller secured by such transferred receivables. In such case, the FDIC could repudiate the loan to us or such seller, as applicable, and pay us damages as described under “ The Trust—FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act. ”

If the issuing entity itself were to become subject to the OLA as a covered financial company of Synchrony, the FDIC may repudiate the debt of the issuing entity. In such an event, the related series of noteholders would have a secured claim in the receivership of the issuing entity, but delays in payments on such series of notes and possible reductions in the amount of those payments could occur.

Among other things, if the FDIC were appointed as receiver for us, any seller or the issuing entity, the FDIC could also:

There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the possession of the FDIC, as receiver, (2) any property in the possession of the FDIC, as receiver, being subject to levy, attachment, garnishment, foreclosure or sale without the consent of the FDIC and (3) any person exercising any right or power to terminate, accelerate or declare a default under any contract to which Synchrony or any covered subsidiary (including us or the issuing entity) subject to the OLA as a covered financial company, is a party, or to obtain possession of, or exercise control over, any property of a party subject to the OLA, or affect any contractual rights of any party subject to the OLA, without the consent of the FDIC for 90 days after appointment of the FDIC as receiver.

If the FDIC, as receiver for us, PLT Holding or the issuing entity, were to take any of the actions described above, payments or distributions of principal and interest on your notes could be delayed or reduced.

Risks Related to the Company’s Separation from GE

GE will have a limited role in the securitization and its role will terminate.

As described under “ The Sponsor ” in this prospectus, on November 15, 2013, GE announced that it planned a staged exit from its North American retail finance business. The first step in that exit was an initial public offering of the common stock of Synchrony on August 5, 2014. On November 17, 2015, GE announced the completion of the Separation. Following the Separation, GE no longer owns any shares of the Company’s common stock. See “ The Sponsor .”

On July 16, 2014, GE Capital resigned as administrator and Synchrony accepted its appointment as administrator. On December 2, 2015, GE Capital resigned as servicer and Synchrony accepted its appointment as successor servicer and assumed the responsibilities as servicer. GE Capital Global guarantees the obligations of Synchrony as Servicer. If not terminated earlier, the servicer performance guaranty provided by GE Capital Global will terminate on the date on which the notes of all series that were outstanding on July 16, 2014 have been paid in full, which is expected to be the September 2019 payment date.

The Separation of the Company from GE could adversely affect the Company’s business and profitability and the Company would no longer be able to benefit from GE’s strong brand and reputation.

In the past, the Company has marketed many of its products using the “GE” brand name and logo, and the Company believes the association with GE has provided many benefits, including:

The Separation of the Company from GE (as described under “ The Sponsor ”) could adversely affect the Company’s ability to attract and retain retailers. The Company may be required to provide more favorable pricing and other terms to retailers and take other actions to maintain its relationship with existing, and attract new, retailers, all of which could have a material adverse effect on the Company’s business, financial condition and results of operations, and could have a material adverse effect on Synchrony Bank’s ability to originate new receivables.

Although the Company does not expect a material loss of customers or usage following the Separation (or more difficulty attracting new customers and increasing their usage) because the Company’s product will continue to be closely associated with its partners and their brands, the Company cannot be sure this will be the case. In addition, although Synchrony Bank’s capital was increased in connection with the IPO and the customer-facing aspects of the Company’s business have remain largely unchanged following the Separation, the Company cannot be sure that it will not lose deposits or have more difficulty attracting new deposits because of depositor concerns that the Company is no longer be part of GE and benefitting from its brand and financial strength.

We cannot predict the effect that the Separation from GE will have on the Company’s retailers, customers, depositors or employees and the risks relating to the Separation could materialize in the future.

The Company will only have the right to use the GE brand name and logo for a limited period of time and if the Company fails to establish a new, independently recognized brand name, the Company could be adversely affected.

In March 2014, Synchrony Bank’s parent changed its corporate name to “SYNCHRONY FINANCIAL” and in June 2014 GE Capital Retail Bank changed its corporate name to “Synchrony Bank.” Pursuant to a transitional trademark license agreement, GE granted the Company the right to use certain “GE,” “GE Capital,” “GE Capital Retail Bank,” “GE Money” and “GECAF” marks and related GECAF logos and the GE monogram in connection with the Company’s products and services until such time as GE ceased to beneficially own more than 50% of Synchrony’s outstanding common stock, subject to certain exceptions (e.g., the Company generally will have a right to use those marks and related logos and the monogram on its credit cards for a period of three and a half years after the completion of the IPO). Development of a new brand is an expensive, uncertain and long-term process. When the Company’s right to use the GE brand name and logo expires, the Company may not be able to maintain or enjoy comparable name recognition or status under their new brand. If the Company is unable to successfully manage the transition of its business to its new brand in a timely manner, its reputation among, and relationship with, its partners, customers, depositors and employees and its ability to originate new receivables could be adversely affected.

[Insert any additional risk factors as necessary]

The Sponsor

Synchrony Bank

Synchrony Bank (the “ bank ”), formerly known as GE Capital Retail Bank and GE Money Bank, is the sponsor of the transactions described in this prospectus. The bank has designated a pool of accounts and transfers receivables in the designated accounts to us on an ongoing basis. The bank may also designate additional accounts under the receivables sale agreement in the future, and the receivables existing in those accounts and any receivables arising in those accounts in the future will be transferred to us. See “ The Trust—Transfer and Assignment of Receivables ” in this prospectus for a more detailed description of the agreement under which the bank transfers receivables to us.

The bank is an FDIC-insured federal savings association which is regulated, supervised and examined by the OCC. The bank is also subject to the supervision of the CFPB for consumer regulatory matters. The predecessor to

the bank, GE Capital Consumer Card Co., was established in 1988 under a previous name, Monogram Bank, USA, as a limited purpose credit card bank and converted to a federally chartered savings association in 2003. On February 7, 2005, Monogram Credit Card Bank of Georgia merged into GE Capital Consumer Card Co. and the surviving entity changed its name to GE Money Bank. The bank changed its name from GE Money Bank to GE Capital Retail Bank on October 1, 2011 and from GE Capital Retail Bank to Synchrony Bank on June 2, 2014.

As of February 7, 2005, the bank assumed the obligations of Monogram Credit Card Bank of Georgia as seller of the receivables to us under the receivables sale agreement and as servicer of the receivables under the servicing agreement. On February 5, 2006, all of the common stock of the bank was contributed by GE Capital to its direct, wholly owned subsidiary, GE Consumer Finance, Inc., a newly created holding company. On April 1, 2013, GE Consumer Finance, Inc. in turn contributed all of the common stock of the bank to its wholly owned subsidiary, Synchrony (formerly named GE Capital Retail Finance Corporation).

Synchrony is a holding company primarily for the legal entities that historically conducted GE’s North American retail finance business. During the period from April 1, 2013 to September 30, 2013, as part of a regulatory restructuring, substantially all of the assets and operations of GE’s North American retail finance business, including the bank, were transferred to Synchrony.

On November 15, 2013, GE announced that it planned a staged exit from its North American retail finance business. The first step in that exit was an initial public offering of the common stock of Synchrony on August 5, 2014, followed by an additional issuance of shares of its common stock on September 3, 2014 pursuant to an option granted to the underwriters in the IPO. On November 17, 2015, GE completed the previously announced split-off of Synchrony by accepting 671,366,809 shares of GE common stock from GE’s shareholders in exchange for 705,270,833 shares of Synchrony common stock representing all the Synchrony shares that GE owned (the “ Separation ”).

[If applicable for any prospectus included in this registration statement: Information regarding the sponsor’s financial condition to the extent there is a material risk that the effect on its ability to comply with the provisions in the transaction agreements relating to the repurchase obligations for those assets resulting from such financial condition could have a material impact on the performance of the trust portfolio or performance of the notes.]

Credit Card Activities

The bank offers its credit products through three sales platforms: Retail Card, Payment Solutions and CareCredit. The accounts designated to the trust were originated under the bank’s Retail Card platform. Retail Card is a leading provider of private label credit cards, and also provides co-branded cards (which are also referred to as dual cards, since they can combine features and benefits of private label credit cards with multi-merchant acceptance of general purpose credit cards) and small and medium-sized business credit products. Private label credit cards are retailer-branded credit cards that are used primarily for the purchase of goods and services from the program participant or within the program network. The bank’s patented co-branded cards are credit cards that function as a private label credit card when used to purchase goods and services from the bank’s program participants and as a general purpose credit card when used elsewhere.

The bank predominantly offers private label credit card accounts. The private label credit card account business consists of revolving consumer credit account programs established with retailers that have been approved by the bank. Open-end revolving credit card accounts are offered to customers of those retailers. Each credit card account is established primarily for the purchase of goods and services of a particular retailer. In addition, in some cases, cardholders may be permitted to access their credit card accounts for cash advances.

In certain cases, the bank, together with its retail partners, have been replacing private label credit cards offered to their customers with co-branded MasterCard and Visa general purpose credit cards that may be used to purchase goods and services wherever MasterCard and Visa cards, as the case may be, are accepted, and the bank has the ability to issue co-branded cards for use on the American Express and Discover networks. For many programs, the bank also offers such co-branded credit cards to new customers at the point of sale. Such co-branded cards may in the future make up a larger or smaller portion of the bank’s portfolio. The bank currently offers to originate co-

branded credit cards for several retailers including Wal-Mart, Sam’s Club, JCPenney and Gap. The bank has previously offered co-branded credit cards for other retailers including Lowe’s, and may in the future offer co-branded credit cards for other retailers. Certain holders of private label credit card accounts have been solicited to replace their private label credit cards with co-branded credit cards. In the future the bank expects to solicit other holders of private label credit card accounts to replace their private label credit cards with co-branded credit card accounts.

Generally, when a cardholder receives a co-branded credit card as a replacement for its private label credit card, the cardholder will have up to either 90 days or 120 days, depending on the applicable replacement process, to accept a co-branded credit card. If the cardholder does not accept a co-branded credit card, its existing private label credit card account will remain open. In addition, in most cases, the co-branded credit cards are offered at the point of sale at the same retail locations where private label credit cards are offered. When a cardholder’s private label credit card that is currently designated to the trust is replaced by a co-branded credit card, the private label credit card account will be removed from the trust in accordance with the provisions of the securitization documents. The balance, if any, on the private label credit card that is replaced by a co-branded credit card will be reduced to zero and in connection therewith the balance will be transferred to the successor co-branded credit card account. Co-branded credit card accounts were first designated to the trust portfolio in June 2007 and additional co-branded credit card accounts may be designated to the trust portfolio in the future subject to substantially the same conditions that apply to the designation of private label accounts.

The bank’s co-branded cards are currently offered in association with either the MasterCard or Visa network. Merchants that accept co-branded 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-branded 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 cardholders other than at the retailer related to the co-branded card. When co-branded card accounts are designated as part of the trust portfolio, the bank will be required to transfer to us, and we will in turn transfer to the trust, a portion of the interchange from accounts in the related retailer’s co-branded card program. The portion of interchange to be transferred is meant to approximate the interchange attributable to cardholder charges for merchandise and services on the co-branded accounts that are designated to the trust portfolio. Interchange received by the trust will be treated as collections of finance charge receivables.

Program Agreements

Retailers that are approved and accepted into a private label or co-branded credit card program, which we refer to as the bank’s partners, enter into a credit card program agreement with the bank. Our use of the term “partners” to refer to these entities is not intended to, and does not, describe the bank’s legal relationship with them, imply that a legal partnership or other relationship exists between the parties or create any legal partnership or other relationship. The program agreements vary on a retailer-by-retailer basis, and may be amended from time to time. Under these agreements, the bank issues credit cards to approved customers and owns the underlying account and all receivables generated thereunder from the time of origination, unless otherwise sold following origination.

The program agreements typically have contract terms ranging from approximately [five to ten] years and remaining terms as indicated in this prospectus under “ Risk Factors—Risks Relating to the Credit Card Business—Termination of certain credit card programs could lead to a reduction of receivables in the trust .” Most program agreements have renewal clauses that provide for automatic renewal for one or more years until terminated by the bank or the related retailer. The bank typically seeks to renew the program agreements well in advance of their termination dates, however there is no assurance that the bank and the retailers will mutually agree on any such renewal.

The program agreements set forth the circumstances in which a party may terminate the agreement prior to expiration. The program agreements generally permit the bank and its partners to terminate the agreement prior to the scheduled termination date for various reasons, including, if the partner breaches its obligations. Some program agreements also permit the retailer to terminate the program if the bank fails to meet certain service levels or changes certain key accountholder terms or credit criteria, if the bank fails to achieve certain targets with respect to approvals of new customers as a result of the credit criteria it uses, if the bank elects not to increase the program size

when the outstanding receivables under the program reach certain thresholds or is not adequately capitalized, or if certain force majeure events occur or certain changes in the bank’s ownership (which Synchrony does not believe were triggered by the IPO or Separation) occur. Certain of the program agreements are also subject to early termination by a party if the other party has a material adverse change in its financial condition. Historically, these rights have not been triggered or exercised. Some program agreements provide that, upon termination or expiration, the retailer may purchase or designate a third party to purchase the accounts and receivables generated with respect to its program, including receivables in the trust, at fair market value or a stated price, including all related customer data. If these terminations and purchases were to occur with respect to retailers whose programs generate a significant portion of the trust’s receivables, and the bank were unable to provide receivables arising under newly designated additional accounts to replace those purchased by a retailer, an early amortization period could begin. See “ Risk factors—Risks Relating to the Credit Card Business—Termination of certain credit card programs could lead to a reduction of receivables in the trust ” in this prospectus.

The program agreements typically provide that the bank may chargeback a purchase if a customer 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 chargeback of a purchase if there is fraud and the merchant failed to follow the operating procedures documented in the program agreement or otherwise provided by the bank. In most other cases there is no recourse to the merchant because of the failure of the customer to pay.

Account Origination

The bank has separately developed programs to promote credit with each of the retailers and has developed varying credit decision guidelines for the different retailers. The bank originates revolving credit card accounts through several different channels, including in-store, mail, internet, mobile, telephone and pre-approved solicitations. Additionally, and as further described in the last paragraph of this section, the bank has and may in the future acquire accounts that were originated by third parties in connection with establishing programs with new retailers.

Applicants provide information such as name, address, telephone number, date of birth and social security number. Once inputted into the credit application system, the application is screened for information such as applicant age or critical missing information which would result in a policy rejection of the application. After clearing these screens, the application is scored based on the applicant’s credit bureau report obtained from one of the three major credit bureaus using industry and proprietary credit models. Accounts that are identified as involving potential fraud will go through an additional authentication process(es) before being approved. The bank also compares applicants’ names against the Specially Designated Nationals list maintained by The Office of Foreign Assets Control (“ OFAC ”), as well as screens that account for adherence to the USA PATRIOT Act and CARD Act requirements, including ability to pay requirements. Qualifying credit scores and initial credit line assignments are determined for each portfolio and product type by the risk management team.

The process for submitting an application through a retail client location requires the retailer to transmit the applicant’s information to the bank after obtaining positive identification and providing the applicant with key account terms. Once received, the bank’s proprietary application review system automatically screens the application for content, credit worthiness and ability to pay. If the application is approved, the customer is provided an account number and advised of an initial credit line either electronically or by phone. When an application is approved, the retail client offers the new account holder the opportunity to shop immediately on the account. Initial disclosures are provided to the customer at the retail client location, and the credit cards and a copy of the account agreement are mailed to the cardholder following approval.

Applications submitted through the mail or over the internet or mobile channel are processed similarly. Internet and mobile applicants enter their application information to a secure website, which transmits the information onto the bank’s screening system. Approvals are generally instant and are communicated online or via the mobile device used to apply for the card. If the application is declined or referred for additional reviews, the applicant is advised that it will be notified of the final decision by mail. If an applicant applies by mail, application information is submitted to the bank by mail and entered into our screening system. Mail applicants are notified of the bank’s credit decision by mail.

The bank occasionally uses pre-approved account solicitations for certain retail programs. Potential applicants are pre-screened using information provided by the retailer or obtained from outside lists, and qualified individuals each receive a pre-approved credit offer by mail or email.

When the bank enters into a new credit card program agreement, it may acquire a portfolio of existing accounts and receivables that were originated by a predecessor under a prior program with the same retailer (or in certain circumstances, originated by the retailer partner itself). In such cases, the bank evaluates the portfolio of accounts and receivables that may accompany the retailer partnership in the context of the broader terms of the transaction to determine whether to acquire some or all of the pre-existing accounts and receivables. In those instances when the bank does elect to acquire accounts and receivables originated by a predecessor, the bank manages the accounts in the manner described under “ —Customer Account Management ,” “ —Credit Authorization of Individual Accounts ” and “ —Fraud Investigation ” below.

Underwriting Process

Account Underwriting and Credit Guidelines . Regardless of the channel through which a credit account is originated, in making the initial credit approval decision to open a credit account or otherwise grant credit, the bank follows a series of credit risk and underwriting procedures. In most cases, when applications are made in-store or by internet or mobile, the process is fully automated and applicants are notified of the bank’s credit decision immediately. The bank generally obtains certain information provided by the applicant and obtains a credit bureau report from one of the major credit bureaus. The credit report information the bank obtains is electronically transmitted and translated into industry scoring models and the bank’s proprietary scoring models developed to calculate a credit score. The risk management team determines in advance the qualifying credit scores and initial credit line assignments for each portfolio and product type. The bank periodically analyzes performance trends of accounts originated at different score levels as compared to projected performance, and adjusts the minimum score or the opening credit limit to manage risk. Different scoring models may be used depending upon bureau type and account source.

Virtually all underwriting and authorization decisions are automated. In some situations, a customer may request a higher credit limit than what is initially offered by the bank. In these instances, the request is evaluated through the bank’s automated credit line increase underwriting process. To the extent that an evaluation of a particular applicant’s request cannot be accommodated through the bank’s automated evaluation process, a manual decision could occur which would be supported by additional information obtained from the customer. The bank also applies additional application screens based on various inputs, including credit bureau information, to help identify potential fraud and prior bankruptcies before qualifying the application for approval.

Acquired Portfolio Evaluation . The bank’s risk management team evaluates each portfolio the bank acquires in connection with establishing programs with new retailers to ensure the portfolio satisfies its credit risk guidelines. As part of this review, the bank receives data on the third-party accounts and loans, which allows the bank to assess the portfolio on the basis of certain core characteristics, such as historical performance of the assets and distributions of credit and loss information. In addition, the bank benchmarks potential portfolio acquisitions against its existing programs to assess relative current and projected risks. Finally, the bank’s risk management team must approve the acquisition, taking into account the results of its risk assessment process. Once assets are migrated to the bank’s systems, the bank’s account management protocols will apply immediately as described under “— Customer Account Management ,” “ —Credit Authorization of Individual Transactions ” and “— Fraud Investigation ” below.

[Describe underwriting policies for receivables originated by a third-party to the extent acquired portfolio has not been evaluated as described above.]

Customer Account Management . The bank regularly assesses the credit risk exposure of its customer accounts. This ongoing assessment includes information relating to the customer’s performance with respect to its account with the bank, as well as information from credit bureaus relating to the customer’s broader credit performance. To monitor and control the quality of the bank’s loan portfolio (including the portion of the portfolio originated by third parties), the bank uses behavioral scoring models that the bank has developed to score each active account on its monthly cycle date. Proprietary risk models, together with the FICO ^® credit scores obtained on each active account no less than quarterly, are an integral part of the bank’s credit decision-making process. Depending on the duration

of the customer’s account, risk profile and other performance metrics, the account may be subject to a range of account actions, including limits on transaction authorization and increases or decreases in purchase and cash credit limits.

Credit Authorizations of Individual Transactions . Once an account has been opened, when a credit card is used to make a purchase in-store at one of the bank’s retailers’ locations or on-line, point-of-sale terminals or on-line sites have an on-line connection with the bank’s credit authorization system, which allows for real-time updating of accounts. Each potential sales transaction is passed through a transaction authorization system, which takes into account a variety of behavior and risk factors to determine whether the transaction should be approved or declined, and whether a credit limit adjustment is warranted.

Fraud Investigation . The bank provides follow up and research with respect to different types of fraud such as fraud rings, new account fraud and transactional fraud. The bank has developed a proprietary fraud model to identify new account fraud and deployed tools that help identify transaction purchase behavior outside a customer’s established pattern. The bank’s proprietary model is also complemented by externally sourced models and tools used across the industry to better identify fraud and protect the bank’s customers. The bank also is continuously implementing new and improved technologies to detect and prevent fraud. Recently the bank began implementing security chip technology (such as so-called “EMV chips”) with some of its retailers.

Marketing Programs

Following new account opening, the bank has an ongoing lifecycle marketing program, the primary purpose of which is to promote cardholders’ loyalty to the retailers. Working in close collaboration with each retailer client, the bank develops card marketing programs that promote retailers’ cardholder sales for creditworthy cardholders. Direct mail, email and monthly billing statement messages and inserts provide direct marketing communications for cardholders. This supports the retailer’s in-store programs by encouraging both store traffic and card usage. These programs include promotional financial offers, cardholder events, product discounts, dollar-off certificates, accountholder sales, reward points and offerings, new product announcements and previews and free or reduced cost gift wrapping, alteration or delivery services.

Through the bank’s customer relationship management and data analytics teams, the bank tracks cardholder responsiveness to marketing programs and uses this research to target marking messages and promotional offers to cardholders based on their individual characteristics, such as length of relationship and spending pattern. For example, if a cardholder responds positively to a coupon sent by email message, the bank will tailor future marketing messages so that they are delivered by email message. The bank’s ability to target marketing messages and promotions is enhanced for co-branded programs because the bank receives, collects and analyzes data on in-store and other spending.

The bank also manages a number of ongoing retail loyalty programs as part of the private label and co-branded credit card benefits offered to specific retailers. These programs typically provide cardholders with rewards in the form of merchandise discounts that are earned based on achieving a pre-set spending level on the card. The merchandise discounts can be mailed to the cardholder, accessed online or may be immediately redeemable at the retailer’s store. Other programs provide cash back or reward points, which are redeemable for a variety of products or awards. These loyalty programs are designed to generate incremental purchase volume per customer, while reinforcing the value of the card to the customer and strengthening customer loyalty.

The bank is also continuously working with its retail clients to identify improved private label card and co-brand strategies and to increase overall card demand and usage through improved value, card utility, functionality and convenience. Major product improvements may be introduced from time to time through widespread card reissues, direct mail and in-store marketing campaigns.

Sponsor’s Securitization Experience

The bank has been engaged (including through predecessor entities) in the securitization of credit card receivables since 1997. The bank continues to engage in credit card securitization transactions through both public

and private offerings of asset backed notes, both of which are predominantly executed through the trust. The bank also from time to time assumes the role of sponsor and servicer in pre-existing securitizations of acquired businesses.

None of the bank’s securitization transactions have experienced early amortizations, servicer defaults or events of default. On a few occasions, private transactions have been modified to adjust for a retailer’s insolvency or the termination of a credit card program. Neither we nor the bank or the trust can guarantee that there will not be any early amortizations, servicer defaults or events of default in the future.

Bank’s Ability to Change Account Terms and Procedures

The bank has agreed that it will comply with the credit card program agreements relating to the accounts and its policies and procedures relating to the accounts unless the failure to do so would not materially or adversely affect our rights. The bank may change the terms and provisions of the credit card program agreements, the agreements between the bank and the cardholders relating to the accounts or policies and procedures, including changing the required minimum monthly payment, calculation of the amount, or the timing of, charge-offs and periodic finance charges and other fees applicable to the accounts, as required by law or so long as any changes made are also made to any comparable segment of the bank’s revolving credit card accounts which have characteristics the same as, or substantially similar to, the accounts that are the subject of the applicable change except as otherwise restricted by any agreement between the bank and a third-party or by the terms of the credit card program agreements (in each case, subject to applicable law).

The bank has also agreed that it will not reduce the finance charges and other fees on the accounts, if we inform the bank that as a result of the reduction, we have a reasonable expectation that the portfolio yield for any series of notes as of the time of the reduction would be less than the base rate for that series, except as required by law and as the bank deems necessary in order to maintain its credit card business, based on its good faith assessment, in its sole discretion, of the nature of the competition in the credit card business. In any event, the bank will not reduce the periodic finance charges assessed on any transferred receivable or other fees on any account if (i) the reduction would cause the trust to fail to make required payments under the indenture and (ii) noteholders representing more than a majority of the outstanding principal amount of each affected series of notes have not consented to the reduction.

Assignment of Bank’s Obligations; Additional Sponsors and Sellers

The obligations of the bank under the receivables sale agreement are not assignable and no person may succeed to the rights of the bank under the receivables sale agreement, except in the following circumstances:

The bank will covenant that it will not consolidate with or merge into any other entity or convey its business substantially as an entirety to any person unless:

Credit Risk Retention

[As described under “ The Depositor ,” RFS Holding, L.L.C., an affiliate of the sponsor, is the sole certificate holder of the trust and has the right to receive all cash flows associated with the transferor interest.  Other affiliates, including Synchrony, have purchased, and may in the future purchase, Class B notes, Class C notes and Class D notes issued by the trust, [including [a portion of] the Class B notes, Class C notes and Class D notes issued in Series 20[__]-[__]].   [If applicable: Disclose any hedge (security specific or portfolio) materially related to the credit risk of the retained notes that was entered into by the sponsor, or if known, by an affiliate of the sponsor to offset the risk position held.] [Insert prior to effectiveness of Risk Retention Rules.]]

[In accordance with the credit risk retention rules of Regulation RR issued by the SEC, either we, as depositor, or the bank, as sponsor, is required to retain an economic interest in the credit risk of the transferred receivables. We intend to satisfy the risk retention requirements by maintaining a seller’s interest, calculated in accordance with Regulation RR, in a minimum amount not less than (i) five percent of the excess of the aggregate unpaid principal balance of all outstanding notes issued by the issuing entity, other than any notes that are at all times held by the bank or one or more wholly-owned affiliates of the bank, over the aggregate amount of principal collections on deposit in segregated principal accumulation accounts for the payment of principal with respect to such notes (which excess we refer to as the “adjusted outstanding ABS investor interests” in this section) minus (ii) funds on deposit in the excess funding account. For purpose of the calculation described in the preceding sentence, a wholly-owned affiliate of the bank will include 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. The required seller’s interest will be held by us through our holding of the Free Equity Amount in an amount not less than the Minimum Free Equity Amount described under ‘The Trust—Capitalization of Trust; Minimum Free Equity Amount .”

The seller’s interest will be calculated as the sum of the total amount of principal receivables and the principal amount of any participation interests held by the trust, over the aggregate of the collateral amounts for all series of notes. As of the closing date, we expect to maintain a seller’s interest equal to at least $[●], which will equal [●]% of the adjusted outstanding ABS investor interests. For the purposes of determining the seller’s interest on the closing date, we have used the aggregate amount of principal receivables as of [insert date not more than 60 days prior to the date of first use of the disclosure], and the outstanding principal balance of the notes expected to be outstanding as of the closing date. We will disclose on a Form 8-K within a reasonable time after the closing date

the amount of the seller’s interest on the closing date if materially different from that disclosed in this prospectus. In addition, we will disclose on each monthly Form 10-D the amount of the seller’s interest as of each monthly measurement described below.

We will calculate the seller’s interest as a percentage of the adjusted outstanding ABS investor interests as of [insert applicable measurement date]. If such percentage is not at least five percent by [insert applicable cure date not to exceed one month], we will fail to satisfy the risk retention requirements of Regulation RR. However, we will not violate the requirements of Regulation RR if the required seller’s interest falls below five percent of the adjusted outstanding ABS investor interests if an early amortization period commences for all outstanding series of notes and we were in compliance with the risk retention requirements as of the commencement of early amortization, and no additional notes are issued thereafter. [In addition, affiliates of the sponsor, including Synchrony, have purchased, and may in the future purchase, Class B notes, Class C notes and Class D notes issued by the trust, [including [a portion of] the Class B notes, Class C notes and Class D notes issued in Series 20[__]-[__]].]

We will not purchase or sell a security or other financial instrument, enter into any derivative, agreement or position that reduces or limits our financial exposure to the seller’s interest that we will retain to satisfy the risk retention requirement of Regulation RR to the extent such activities would be prohibited hedging activities in accordance with Regulation RR.] [Insert after effectiveness of Risk Retention Rules.]

The Depositor

RFS Holding, L.L.C.

We—RFS Holding, L.L.C.—are a limited liability company formed under the laws of the State of Delaware on December 19, 2002, and are a wholly-owned, indirect subsidiary of Synchrony, which is also the indirect parent of the bank. We were organized for the purpose of purchasing, holding, owning and transferring receivables and related activities. We have been securitizing credit card receivables as described in this prospectus since our formation and have not been engaged in any activities other than securitizing assets.

As described under “ The Trust—Transfer and Assignment of Receivables ,” we transfer all receivables transferred to us by the bank to the trust on an on-going basis. We are the sole certificateholder of the trust and have the right to receive all cash flows from the assets of the trust other than the amounts required to make payments for any series of notes. Our interest is called the transferor interest and is evidenced by a transferor certificate issued by the trust under its trust agreement.

Assignment of Depositor’s Interests

The trust agreement provides that we may sell, assign, pledge or otherwise transfer our interest in all or a portion of the transferor interest. Before we may transfer our interest in the transferor interest, the following must occur:

We may consolidate with, merge into, or sell our business to another entity, in accordance with the transfer agreement if the following conditions are satisfied:

The conditions described in this paragraph do not apply to any consolidation or merger if we would be the surviving entity.

The Trust

Synchrony Credit Card Master Note Trust

Synchrony Credit Card Master Note Trust (formerly known as GE Capital Credit Card Master Note Trust)—which is referred to in this prospectus as the “trust” or the “issuing entity”—will issue your notes. The trust is a statutory trust created under the laws of the State of Delaware. It is operated under a trust agreement, dated as of September 25, 2003, between us and BNY Mellon Trust of Delaware, as owner trustee. On September 8, 2014, the name of the trust was changed from GE Capital Card Master Note Trust to Synchrony Credit Card Master Note Trust. We are the sole equity member of the trust.

The activities of the trust consist of:

The trust may not engage in any activity other than in connection with the activities listed above or other than as required or authorized by the trust agreement, the agreements pursuant to which the receivables are transferred from the bank to us and from us to the trust, the indenture and the indenture supplements or any related agreements. The fiscal year of the trust ends on December 31 ^st of each year, unless changed by the trust. The trust will notify the indenture trustee of any change in its fiscal year.

The trust agreement may be amended by us and the owner trustee if the Rating Agency Condition has been satisfied and we have delivered an officer’s certificate to the effect that the amendment will not adversely affect in any material respect the interests of the noteholders. Without the consent of all noteholders, no amendment to the trust agreement may increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the noteholders or reduce the percentage of the outstanding principal balance of the notes, the holders of which are required to consent to any amendment.

The administrator may perform certain discretionary activities with regard to the administration of the trust and the notes, as described in “— Administrator ” in this prospectus. The servicer may also perform certain discretionary activities with regard to the trust’s assets, as described in “ The Servicers ” in this prospectus. We, as holder of the transferor certificate, may also direct the owner trustee to perform certain discretionary activities with regard to the trust, as described in “ The Owner Trustee—Duties and Responsibilities of Owner Trustee ” in this prospectus.

The trust’s principal offices are at the following address: c/o SYNCHRONY FINANCIAL, as administrator, 777 Long Ridge Road, Stamford, Connecticut 06927. Our telephone number at that address is (203) 585-2400.

Restrictions on Activities

As long as the notes are outstanding, the trust will not, among other things:

The indenture also provides that the trust may not consolidate with, merge into or sell its business to, another entity, unless:

Administrator

Synchrony acts as administrator for the trust. See “ The Sponsor—Synchrony Bank ” in this prospectus for a description of the business of Synchrony. On July 16, 2014, GE Capital resigned as administrator and Synchrony accepted its appointment as administrator.

The administrator will provide the notices and perform on behalf of the trust other administrative duties of the trust under the transfer agreement, the servicing agreement and the indenture. The administrator, on behalf of the trust, will monitor the performance of the trust under the transfer agreement, the servicing agreement and the indenture and advise the trust when action is necessary to comply with the trust’s duties under those agreements. The administrator will prepare, or cause to be prepared, for execution by the trust, all documents, reports, filings, instruments, certificates and opinions that the trust is required to prepare, file or deliver under the transfer agreement, the servicing agreement and the indenture and will take all appropriate action that is the duty of the trust or the owner trustee to take under those agreements, including:

With respect to any matters that in the reasonable judgment of the administrator are non-ministerial, the administrator will not take any action unless the administrator has first notified the owner trustee or the trust, as applicable, of the proposed action within a reasonable amount of time prior to the taking of that action and the owner trustee or the trust has consented to that action or provided alternative direction. Non-ministerial matters that may be performed by the administrator on behalf of the trust include:

The administrator is an independent contractor and is not subject to the supervision of the trust or the owner trustee concerning the manner in which it performs its obligations under the administration agreement.

As compensation for the performance of its duties under the administration agreement and as reimbursement for its expenses relating to those duties, the administrator is entitled to receive $350 per month payable in arrears on each payment date. Payment of this fee is solely an obligation of the trust.

The administrator may resign by providing the trust and the servicer with at least 60 days’ prior written notice. Upon resignation of the administrator, the resigning administrator will continue to perform its duties as administrator until the later of (a) 45 days after delivery to the trust, the indenture trustee and the servicer of notice of its resignation and (b) the date on which the resigning administrator becomes unable to act as administrator as specified in the notice of resignation and an accompanying opinion of counsel.

The trust may remove the administrator without cause by providing the administrator and the servicer with at least 60 days’ prior written notice. At the sole option of the trust, the administrator may also be removed immediately upon written notice of termination from the trust to the administrator and us if any of the following events occurs:

Upon the administrator’s receipt of notice of termination, the predecessor administrator will continue to perform its duties as administrator until the date specified in the notice of termination or, if no date is specified in a notice of termination, until receipt of notice.

If the administrator is terminated, the trust will appoint a successor administrator. No resignation or removal of the administrator will be effective until a successor administrator has been appointed by the trust and the Rating Agency Condition has been satisfied with respect to the appointment.

The administrator will indemnify the trust and its employees, trustees and agents against any liabilities and expenses incurred without gross negligence or willful misconduct on their part, arising out of or in connection with the instructions given by the administrator under the administration agreement or the failure by the administrator to perform its obligations under the administration agreement.

The administration agreement may be amended by the trust and the administrator.

Capitalization of Trust; Minimum Free Equity Amount

The trust’s capital structure has three main elements:

We use the term “ equity amount ” to refer to the result of the following calculation:

The equity amount at any time may exceed the sum of the excess collateral amounts for all series of notes. We refer to this excess amount, if any, as the Free Equity Amount. We are required to maintain a minimum Free Equity Amount at least equal to the Minimum Free Equity Amount. The calculations of the Free Equity Amount and the Minimum Free Equity Amount are described more specifically in the “ Glossary of Terms for Prospectus ” in this prospectus.

On each business day on which the Free Equity Amount is less than the Minimum Free Equity Amount, the servicer, on behalf of the trust, will deposit collections of transferred principal receivables and excess shared principal collections otherwise distributable to us or our assigns into the excess funding account until the Free Equity Amount equals the Minimum Free Equity Amount. On any payment date on which one or more series are in an amortization period, the trust will determine the aggregate amounts of principal shortfalls, if any, for these series remaining after application of shared principal collections, as described under “ Description of the Notes — Shared Principal Collections ” in this prospectus, and will instruct the indenture trustee to withdraw funds on deposit in the excess funding account to cover remaining principal shortfalls, subject to the limitations described in the following sentence. The amount to be withdrawn from the excess funding account and treated as shared principal collections for any payment date may not exceed the amount by which the Free Equity Amount would be less than zero if there were no funds on deposit in the excess funding account on that payment date.

In addition, as described in “ The Trust Portfolio—Addition of Trust Assets ” in this prospectus, if at the end of any Monthly Period, the Free Equity Amount is less than the Minimum Free Equity Amount, we will be required to designate additional accounts to the trust.

Transfer and Assignment of Receivables

Under a receivables purchase agreement entered into by the bank in 1997, the bank, in its capacity as transferor, transferred receivables in designated accounts on an ongoing basis to RFS Funding Trust or its predecessor, RFS Funding Incorporated. RFS Funding Trust was a special purpose Delaware statutory trust that, among other things, issued a certificate representing a beneficial interest in the transferred receivables, which certificate was the primary initial asset of the trust. As of September 25, 2003, the 1997 agreement was replaced by two new agreements:

Under the receivables sale agreement, the bank has designated a pool of accounts and transfers receivables in the designated accounts to us on an ongoing basis. The bank may also designate additional accounts under the receivables sale agreement in the future, and the receivables existing in those accounts and any receivables arising in those accounts in the future will be transferred to us. Prior to August 16, 2004, under the trust receivables purchase agreement, in our capacity as transferor, we transferred all receivables sold to us by the bank to RFS Funding Trust. On August 16, 2004, RFS Funding Trust transferred and assigned all then existing transferred receivables to the trust. RFS Funding Trust was then terminated. Since August 16, 2004, we have transferred all receivables sold to us by the bank to the trust under a transfer agreement between us and the trust. The trust receivables purchase agreement terminated along with RFS Funding Trust, but the representations and warranties relating to transferred receivables that we made under that agreement survived that termination and have been transferred to the trust.

On February 26, 2009, we designated certain accounts in the trust portfolio as removed accounts and the related receivables were reassigned to us. We transferred such receivables to PLT Holding, and on the removal date the bank entered into a receivables purchase agreement with PLT Holding pursuant to which the bank has transferred all newly created receivables originated in the removed accounts after the removal date to PLT Holding. On March 21, 2012, the bank designated a subset of the accounts previously removed from the trust portfolio as additional accounts. On the related account addition date, PLT Holding sold to us all receivables then existing in the additional accounts pursuant to the receivables sale agreement, and we transferred such receivables to the trust. After the addition date, any receivables arising in such accounts will be transferred directly by the bank to us, and will not be sold to PLT Holding. PLT Holding was designated as an additional seller under the receivables sale agreement with respect to such receivables, but PLT Holding is not expected to sell additional receivables under the receivables sale agreement in the future. RFS Holding, Inc., which owns 100% of the ownership interest in PLT Holding, was also added as a seller under the receivables sale agreement, solely for the purpose of assigning to us any interest that it might retain in the receivables being transferred by PLT Holding to us, as a result of having financed PLT Holding’s acquisition of such receivables. RFS Holding, Inc. will have no other obligations under the receivables sale agreement.

We obtain a portion of the funds used to purchase receivables from the bank under an intercompany line of credit with RFS Holding, Inc., which is a subsidiary of Synchrony and our direct parent. RFS Holding, Inc. in turn finances advances to us under an intercompany line of credit with Synchrony. We use a portion of the proceeds of the notes and collections on the receivables that are distributed to us to reduce the outstanding amount under the line of credit with RFS Holding, Inc. from time to time.

If a receiver or conservator is appointed for the bank or we become a debtor in a bankruptcy case or other specified liquidation, bankruptcy, insolvency or similar events occur or the bank becomes unable for any reason to transfer receivables to us in accordance with the receivables sale agreement, we will immediately cease to purchase receivables under the receivables sale agreement.

We, the bank and each other person that is designated as a seller under the receivables sale agreement have indicated and, in connection with each future transfer of receivables to the trust, will indicate in our computer files or books and records that the receivables have been conveyed to the trust. In addition, we and the bank have provided or caused to be provided and, in connection with each future designation of trust accounts, will provide, or

cause to be provided, to the indenture trustee, computer files or microfiche lists, containing a true and complete list showing each trust account, identified by account number. Neither we, the bank nor any other seller will deliver to the indenture trustee any other records or agreements relating to the trust accounts or the transferred receivables, except in connection with additions or removals of accounts. Except as stated in this paragraph, the records and agreements that the bank maintains relating to the trust accounts and the transferred receivables are not and will not be segregated from other documents and agreements relating to other credit card accounts and receivables and are not and will not be stamped or marked to reflect the transfers described in this paragraph, but the bank’s or other applicable seller’s computer records are and will be required to be marked to evidence these transfers. We, the bank and each other seller under the receivables sale agreement have filed in all appropriate jurisdictions Uniform Commercial Code financing statements with respect to the transferred receivables meeting the requirements of applicable law. See “ Risk Factors—Security Interest and Bankruptcy Related Risks—Some liens may be given priority over your notes, which could cause delayed or reduced payments ” and “— Perfection and Priority of Security Interests ” in this prospectus.

Perfection and Priority of Security Interests

In the receivables sale agreement, the bank and each other seller will represent and warrant that its transfer of receivables constitutes a valid sale and assignment of all of its right, title and interest in and to the receivables. In the transfer agreement, we will represent and warrant that the transfer agreement creates in favor of the trust (x) a valid first-priority perfected security interest in our rights in the receivables in existence on the date of termination of RFS Funding Trust or at the time that receivables in additional accounts are transferred, as the case may be, and (y) a valid first-priority perfected security interest in our rights in the receivables arising in accounts already designated for the trust portfolio on and after their creation, in each case until termination of the trust. For a discussion of the trust’s rights arising from these representations and warranties not being satisfied, see “ The Trust Portfolio—Representations and Warranties of the Depositor ” in this prospectus.

We will represent in the transfer agreement and the bank and each other seller will represent in the receivables sale agreement that the receivables are “accounts” or “general intangibles” for purposes of the UCC. Both the sale of accounts and general intangibles that are payment intangibles and the transfer of accounts and general intangibles as security for an obligation are subject to the provisions of Article 9 of the UCC. Therefore, we, the bank and each other seller will file appropriate UCC financing statements to perfect the respective transferee’s security interest in the receivables.

There are limited circumstances in which prior or subsequent transferees of receivables could have an interest in those receivables with priority over the trust’s interest. Under the receivables sale agreement, however, the bank and each other seller will represent and warrant that it has transferred the receivables to us free and clear of the lien of any third party other than the trust and the indenture trustee, subject to specified liens permitted by the receivables sale agreement. In addition, the bank will covenant that it will not sell, create or permit to exist any lien on any receivable, subject to specified liens permitted by the receivables sale agreement. Similarly, under the trust receivables purchase agreement and the transfer agreement, we represented and warranted, or will represent and warrant, that the receivables were transferred to RFS Funding Trust or the trust, as the case may be, free and clear of the lien of any third party other than the indenture trustee, subject to specified liens permitted by the trust receivables purchase agreement and the transfer agreement. In addition, we will covenant that we will not create or permit to exist any lien on any receivable other than to the trust, subject to specified liens permitted by the transfer agreement. Nevertheless, a tax, governmental or other nonconsensual lien on our property, the bank’s property or the property of any other seller arising prior to the time a receivable is transferred to the trust may have priority over the trust’s interest in that receivable. Furthermore, if the FDIC were appointed as the bank’s receiver or conservator, administrative expenses of the receiver or conservator may have priority over the trust’s interest in the receivables.

So long as the conditions discussed in “ The Servicers—Collections; Commingling ” in this prospectus continue to be satisfied, the servicer, on behalf of the trust, will be permitted to make deposits of collections on a monthly basis. Cash collections held by the servicer, on behalf of the trust, therefore will be commingled and used for the benefit of the servicer prior to each payment date, and the trust may not have a first-priority perfected security interest in those collections. In addition, if a receiver or conservator were appointed for the bank, the indenture trustee may not be able to obtain, or may experience delays in obtaining, control of collections that are in possession

of the bank at the time of such appointment. If any such event occurs, the amount payable to you could be lower than the outstanding principal and accrued interest on the notes, thus resulting in losses to you.

Conservatorship and Receivership; Bankruptcy

The bank is a federal savings association and is regulated and supervised principally by the OCC, which is required to appoint the FDIC as conservator or receiver for the bank if specified events occur relating to the bank’s financial condition or the propriety of its actions. In addition, the FDIC could appoint itself as conservator or receiver for the bank.

In its role as conservator or receiver, the FDIC would have broad powers to repudiate contracts to which the bank was a party if the FDIC determined that the contracts were burdensome and that repudiation would promote the orderly administration of the bank’s affairs. Among the contracts that might be repudiated is the receivables sale agreement under which the bank transfers receivables to us.

Also, we could not exercise any right or power to terminate, accelerate, or declare a default under the receivables sale agreement, or otherwise affect the bank’s rights under the receivables sale agreement without the FDIC’s consent, for 90 days after the receiver is appointed or 45 days after the conservator is appointed, as applicable. During the same period, the FDIC’s consent would also be needed for any attempt to obtain possession of or exercise control over any property of the bank. The requirement to obtain the FDIC’s consent before taking these actions relating to a bank’s contracts or property is sometimes referred to as an “ automatic stay .”

The FDIC’s repudiation power would enable the FDIC to repudiate any ongoing repurchase or indemnity obligations of the bank under the transaction documents. However, because we have structured, and will structure, the transfers of receivables under the receivables sale agreement between the bank, the other sellers and us, as well as the transfer of the receivables under the receivables purchase agreement between the bank and PLT Holding, with the intent that such transfers would be characterized as legal true sales, the FDIC should not be able to recover the transferred receivables using its repudiation power.

Nevertheless, if the transfers of receivables by the bank to us or PLT Holding were not respected as legal true sales, then we or PLT Holding, as applicable, would be treated as having made a loan to the bank, secured by the transferred receivables. The FDIC ordinarily has the power to repudiate a secured loan and then recover the collateral after paying damages in an amount equal to the lender’s “actual direct compensatory damages” determined as of the date of the FDIC’s appointment as conservator or receiver. There is no statutory definition of “actual direct compensatory damages,” but the term does not include damages for lost profits or opportunity.

The staff of the FDIC takes the position that upon repudiation these damages would not include interest accrued to the date of actual repudiation, so the issuing entity would receive interest only through the date of the appointment of the FDIC as conservator or receiver. Since the FDIC may delay repudiation for up to 180 days following that appointment, the issuing entity may not have a claim for interest accrued during this 180-day period. In addition, in one case involving the repudiation by the Resolution Trust Corporation, formerly a sister agency of the FDIC, of certain secured zero-coupon bonds issued by a savings association, a United States federal district court held that “actual direct compensatory damages” in the case of a marketable security meant the market value of the repudiated bonds as of the date of repudiation. If that court’s view were applied to determine the “actual direct compensatory damages” in the circumstances described above, the amount of damages could, depending upon circumstances existing on the date of the repudiation, be less than the principal amount of the related securities and the interest accrued thereon to the date of payment.

The FDIC has adopted a “ safe harbor ” rule that enables investors in asset backed securities to avoid the risk of indirect recovery of receivables described above if the conditions of the safe harbor are satisfied. Under the rule, the FDIC has stated that, if certain conditions are met, it will not use its repudiation power to reclaim, recover or recharacterize as property of an FDIC-insured bank any financial assets transferred by that bank in connection with a securitization transaction. The bank cannot guarantee that any issuance of notes will have the benefit of the safe harbor rule and no legal opinion will be delivered in connection with the issuance of the notes as to the applicability of the safe harbor to the transfers of the receivables to us.

Regardless of whether the transfers under the receivables sale agreement between the bank, PLT Holding and us are respected as legal true sales, as conservator or receiver for the bank, the FDIC could:

There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the possession of the FDIC, as conservator or receiver, and (2) any property in the possession of the FDIC, as conservator or receiver, being subject to levy, attachment, garnishment, foreclosure or sale without the consent of the FDIC.

If the FDIC were to successfully take any of these actions, delays in payments on the notes could occur and the amount payable to you could be lower than the outstanding principal and accrued interest on the notes, thus resulting in losses to you.

If bankruptcy, insolvency or similar proceedings occur with respect to the bank, we will promptly notify the indenture trustee and an early amortization event will occur with respect to each series. Under the transfer agreement, newly created receivables will not be transferred to the trust on and after any of these bankruptcy or insolvency related events.

We and the trust are separate, bankruptcy-remote affiliates of Synchrony, and our limited liability company agreement and the trust agreement for the trust contain limitations on the nature of our respective businesses. The indenture trustee and each noteholder by its acceptance of a note have agreed that it will not directly or indirectly institute or cause to be instituted against the trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy law unless noteholders of not less than 66⅔% of the outstanding principal amount of each class of notes has approved such filing. They will also covenant not to institute this type of proceeding against us in any case.

If, however, we or the trust became a debtor in a bankruptcy case, a court could conclude that we effectively still own the transferred receivables. This could happen if a court presiding over our bankruptcy were to conclude either that the transfers of the receivables to the trust were not “true sales” or that we and the trust should be treated as the same person for bankruptcy purposes. In addition, if any seller under the receivables sale agreement that is eligible to be a debtor in a bankruptcy case were to become a debtor in a bankruptcy case, a court could conclude that such transfers were not “true sales” of such receivables and that as a result such seller still owned such transferred receivables. If any of the bankruptcy-related events described in this paragraph were to occur, then you could experience delays in payment on the notes and possible reductions in the amount of those payments as a result of:

Application of federal and state insolvency and debtor relief laws would affect the interests of the noteholders if those laws result in any receivables being charged-off as uncollectible. See “ The Servicers—Defaulted Receivables; Dilution; Investor Charge-Offs ” in this prospectus.

FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act

The Dodd-Frank Act, among other things, gives the FDIC authority to act as receiver of bank holding companies, financial companies and their subsidiaries in specific situations under the OLA as described in more detail below. The OLA provisions became effective on July 22, 2010. The proceedings, standards, powers of the receiver and many other substantive provisions of OLA differ from those of the United States bankruptcy code in several respects. To address some of these differences, the FDIC in July of 2011 adopted a regulation confirming that the treatment under OLA of preferential transfers is intended to be consistent with similar provisions in, and doctrines developed under, the United States bankruptcy code. In addition, because the legislation remains subject to clarification through FDIC regulations and has yet to be applied by the FDIC in any receivership, it is unclear exactly what impact these provisions will have on any particular company, including Synchrony, us, the sellers (other than the bank) or the issuing entity, or its creditors.

There is uncertainty about which companies will be subject to OLA rather than the bankruptcy code. For a company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine, among other things, that the company is in default or in danger of default, the failure of such company and its resolution under the bankruptcy code would have serious adverse effects on financial stability in the United States, no viable private sector alternative is available to prevent the default of the company and an OLA proceeding would mitigate these adverse effects. We, the sellers (other than the bank) and the issuing entity could also potentially be subject to the provisions of OLA as “covered subsidiaries” of Synchrony. For us or the issuing entity to be subject to receivership under OLA (1) the FDIC would have to be appointed as receiver for Synchrony under OLA and (2) the FDIC and the Secretary of the Treasury would have to jointly determine that (a) we, such seller or the issuing entity, as applicable, were in default or in danger of default, (b) the liquidation of that covered subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States and (c) such appointment would facilitate the orderly liquidation of Synchrony. In addition, GE Capital Global could potentially be subject to the provisions or OLA as a “covered financial company.”

No assurance can be given that OLA would not apply to Synchrony, us, any seller (other than the bank), the issuing entity or GE Capital Global or, if it were to apply, that the timing and amounts of payments to the related series of noteholders would not be less favorable than under the bankruptcy code.

If the FDIC were appointed receiver of Synchrony, us, the issuing entity or GE Capital Global under OLA, the FDIC would have various powers under OLA, including the power to repudiate any contract to which Synchrony, we, any seller (other than the bank), the issuing entity or GE Capital Global, as applicable, was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of Synchrony’s affairs, our affairs, the issuing entity’s affairs or GE Capital Global’s affairs, as applicable. Among the contracts that might be repudiated are the receivables sale agreement, servicing agreement, the administration agreement, the transfer agreement, the indenture and the servicer performance guaranty. In January 2011, the Acting General Counsel of the FDIC issued an advisory opinion covering, among other things, its intended application of the FDIC’s repudiation power under OLA. In that advisory opinion, the Acting General Counsel stated that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law. As a result, the Acting General Counsel was of the opinion that the FDIC as receiver for a covered financial company, which could include Synchrony or its subsidiaries (including the depositor, the issuing entity and any seller (other than the bank) that is a subsidiary of Synchrony) or GE Capital Global, cannot repudiate a contract or lease unless it has been appointed as receiver for an entity that is party to the contract or lease or the separate existence of that entity may be disregarded under other applicable law. In addition, the Acting General Counsel was of the opinion that until such time as the FDIC Board of Directors adopts a regulation further addressing the application of Section 210(c) of the Dodd-Frank Act, if the FDIC were to become receiver for a covered financial company, the FDIC will not, in the exercise of its authority under Section 210(c) of the Dodd-Frank Act, reclaim, recover, or recharacterize as property of that covered financial company or the receivership assets transferred by that covered financial company prior to the end of the applicable transition period of a regulation provided that such transfer satisfies the conditions for the exclusion of such assets from the property

of the estate of that covered financial company under the United States Bankruptcy Code. Although this advisory opinion does not bind the FDIC or its Board of Directors, and could be modified or withdrawn in the future, the advisory opinion also states that the Acting General Counsel will recommend that the FDIC Board of Directors incorporate a transition period of 90 days for any provisions in any further regulations affecting the statutory power to disaffirm or repudiate contracts. The foregoing Acting General Counsel’s interpretation applies to all notes issued by revolving trusts or master trusts prior to the end of the applicable transition period. To the extent any future regulations or subsequent FDIC actions in an OLA proceeding involving the Company (including the depositor, the issuing entity and any other seller (other than the bank) that is a subsidiary of Synchrony) or GE Capital Global, are contrary to this advisory opinion, payment or distributions of principal and interest on the notes issued by the trust could be delayed or reduced.

In addition, if we or any seller (other than the bank) were to become subject to OLA as a covered financial company, the FDIC as receiver could assert that we or such seller, as applicable, still effectively own the transferred receivables and that the issuing entity should be treated as having made a loan to us or such seller, as applicable, secured by the transferred receivables. The FDIC ordinarily has the power to repudiate secured loans and then recover the collateral after paying damages, as described further below, to the lenders. If the FDIC repudiated that loan, the amount of compensation that the FDIC would be required to pay would be limited to “actual direct compensatory damages” determined as of the date of the FDIC’s appointment as receiver. There is no general statutory definition of “actual direct compensatory damages” in this context, but the term does not include damages for lost profits or opportunity. However, under OLA, in the case of any debt for borrowed money, actual direct compensatory damages is no less than the amount lent plus accrued interest plus any accreted original issue discount as of the date the FDIC was appointed receiver and, to the extent that an allowed secured claim is secured by property the value of which is greater than the amount of such claim and any accrued interest through the date of repudiation or disaffirmance, such accrued interest.

The FDIC could also:

There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the possession of the FDIC, as receiver, (2) any property in the possession of the FDIC, as receiver, being subject to levy, attachment, garnishment, foreclosure or sale without the consent of the FDIC and (3) any person exercising any right or power to terminate, accelerate or declare a default under any contract to which Synchrony, or we or the issuing entity as a covered subsidiary treated as a covered financial company, is a party, or to obtain possession of or exercise control over any property of a party subject to the OLA, or affect any contractual rights of any party subject to the OLA, without the consent of the FDIC for 90 days after appointment of FDIC as receiver.

If the issuing entity were itself to become subject to OLA as a covered subsidiary treated as a covered financial company, the FDIC may repudiate the debt of the issuing entity. In such an event, the related series of noteholders would have a secured claim in the receivership of the issuing entity but delays in payments on such series of notes and possible reductions in the amount of those payments could occur.

If the FDIC, as receiver for Synchrony, any applicable seller, the issuing entity or GE Capital Global, were to take any of the actions described above, payments or distributions of principal and interest on your notes could be delayed or reduced.

Annual Compliance Statement

The trust will be required to present to the indenture trustee, within 120 days after the end of each fiscal year of the trust, an officer’s certificate as to the performance of its obligations under the indenture.

The Servicers

SYNCHRONY FINANCIAL

Synchrony, a Delaware corporation, acts as servicer for the trust. On December 2, 2015, GE Capital resigned as servicer and Synchrony accepted its appointment as servicer. GE Capital Global, an affiliate of GE, guarantees the obligations of Synchrony as Servicer. Synchrony has been engaged in servicing receivables since its incorporation.

Synchrony, acting through various affiliated subservicers, is the primary servicer for the bank’s credit card operations and performs servicing operations in offices located in multiple cities throughout the United States, India and the Philippines. The services provided within each location can be customized to support the particular requirements of each retailer. The internal control environment at each location ensures security while maximizing customer service. In addition, the servicers are responsible for following all federal, state and local laws, rules and regulations applicable to the credit card programs including but not limited to insurance laws, the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act (“ FCRA ”), the Fair Credit Billing Act and the Fair Debt Collection Practices Act, each of their implementing regulations, and any applicable state laws. The bank monitors the servicers’ activities to ensure compliance.

[If applicable for any prospectus included in this registration statement: Information regarding the servicer’s financial condition to the extent there is a material risk that the effect on one or more aspects of servicing resulting from such financial condition could have a material impact on performance of the trust portfolio or performance of the notes.]

Synchrony Bank

The bank, as subservicer, is primarily responsible for receiving and processing collections on the receivables. Collections on the trust assets are primarily deposited into lockbox accounts owned by the bank prior to the deposit of such collections into trust accounts. See “ The Sponsor ” for a description of the bank’s securitization experience.

Synchrony may from time to time enter into additional subservicing arrangements with other affiliated and unaffiliated companies. Synchrony or a subservicer may terminate its subservicing agreement from time to time, in each case in accordance with the terms of the applicable subservicing agreement. If a subservicing agreement is terminated, Synchrony may or may not enter into a subservicing agreement with a new subservicer. Notwithstanding any such subservicing arrangement, Synchrony remains primarily liable for all obligations under the servicing agreement.

Servicing Procedures

Synchrony, as servicer, has agreed to conduct the servicing, administration and collection of the receivables owned by the trust with reasonable care and diligence and in accordance with the credit card program agreements and the trust’s collection policies.

The servicer is authorized under the servicing agreement to take any and all reasonable steps determined by the servicer to be necessary or desirable and consistent with the ownership of the transferred receivables by the trust and the pledge of the transferred receivables to the indenture trustee to:

In addition, after the transferred receivables become delinquent and to the extent permitted under and in compliance with applicable law and regulations, the servicer may take any and all reasonable steps determined by the servicer to be necessary or desirable to:

The servicer will not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the transferred receivables from the procedures, offices, employees and accounts used by the servicer in connection with servicing other credit card receivables.

On behalf of the trust, the servicer will also direct the paying agent to make payments on the notes.

The servicer will be required to maintain fidelity bond or other appropriate insurance coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering those actions, and in an amount, in each case as the servicer believes to be reasonable from time to time.

[If applicable for any prospectus included this registration statement: Description of any material changes to the servicer’s policies and procedures for credit card receivables during the past three years.]

Data Processing

Certain data processing and administrative functions associated with the servicing of a portion of the bank’s credit card portfolio are currently being performed on behalf of the bank by First Data. First Data was established in 1971 as the data processing unit of Mid-America Bankcard Association. In 1980, American Express acquired First Data Resources, Inc. and in 1992, First Data Resources, Inc. became an independent company as a subsidiary of First Data Corp. According to First Data Resources, Inc., it is a global provider of comprehensive transaction processing products and services to credit, debit, commercial, private label and other prepaid card offerings. First Data Resources, Inc.’s home office in the United States is located in Atlanta, Georgia.

Collection Account and Other Trust Accounts

The trust has established and maintains a collection account and an excess funding account. Both the collection account and the excess funding account must be segregated accounts maintained in the corporate trust department of the indenture trustee or maintained with a depository institution that has either a short-term or long-term unsecured debt rating acceptable to each of the rating agencies.

The funds on deposit in these accounts may only be invested, at the direction of the administrator, in highly rated investments that meet the criteria described in the indenture or the related indenture supplement for that series. Investment earnings on amounts on deposit in the excess funding account will be treated as finance charge collections and allocated to each series based on the respective allocation percentages for each series. Investment earnings on amounts in the collection account will be withdrawn from the collection account and paid to us.

Synchrony will make all determinations with respect to the deposit of collections to the trust accounts and the transfer and disbursement of those collections. No party will independently verify the account activity for the trust accounts.

Collections; Commingling

The trust currently causes to be deposited by the servicer (and all subservicers), into the collection account, all payments made on transferred receivables within two business days after processing, subject to the second following paragraph. The trust may instead make monthly deposits of these collections by no later than the first payment date after the end of the related Monthly Period, so long as one of the following conditions is satisfied:

Synchrony currently satisfies the requirements of clause (2) above, because GE Capital Global, as servicer performance guarantor, maintains the required ratings described in such clause (2). If in the future the requirements for monthly deposits are no longer satisfied, the trust or the servicer, on behalf of the trust, will be required to deposit all payments made on the transferred receivables into the collection account by no later than the second business day after processing.

The servicer, on behalf of the trust, is only required to make daily or periodic deposits to the collection account during any Monthly Period to the extent that the funds are expected to be needed for deposit into other trust accounts or for distribution to noteholders or other parties on or prior to the related payment date. For this purpose, estimates of interest due on each series of notes and other trust expenses will be used to determine what funds are expected to be needed for deposit or distribution, based on the assumption that no early amortization event or event of default will occur, unless the trust has actual knowledge that such an event has occurred. If the collection account balance ever exceeds the amount expected to be needed for those deposits or distributions, the servicer, on behalf of the trust, may withdraw the excess and release it to the trust for the trust’s own use. Subject to the immediately preceding sentence, the trust may retain and pay, or cause to be paid, directly to the servicer the servicing fee for any series and will not be required to deposit those amounts in the collection account.

Under the terms of each credit card processing agreement, many of the retailers accept payments on the accounts at their stores. These amounts are netted against payments owed by the bank to the retailers on a periodic basis. However, the bank is obligated to transfer the full amount of all payments made on transferred receivables, without giving effect to any netting of payments owed by the bank, into the collection account.

Delinquency and Collections Procedures

Efforts to collect delinquent receivables are made by Synchrony’s and certain of its affiliates’ collections departments and, if necessary, by external collection agencies and attorneys. As of December 31, 2014, Synchrony’s internal collection departments included several collection sites with approximately 438 full-time equivalent frontline collectors and approximately 37 full-time equivalent managers. Synchrony’s internal collection

sites are located in the continental United States and Puerto Rico. The bank also utilizes Genpact International, which has approximately 573 full-time equivalent collectors and collection sites located in India, the Philippines and Guatemala.

External agencies are used for a portion of the collections efforts. These agencies are most often utilized for collection of pre-charge-off accounts that are 60 or more days delinquent, although external agencies may also be used for pre-charge-off accounts that are less than 60 days delinquent. Agencies are also used for locating cardholders who have no valid phone number associated with an account on the system. External attorneys are used for charge-off accounts only.

For accounts that are billed as 15 days past due, collection efforts vary from one to 14 days after the billing date. For accounts that are billed as 30 or more days past due, collection efforts generally begin one day after the billing date. Typically, no more than five attempts to contact the obligor on an account will be made per day until contact is made. If a cardholder promises to pay, 10 days is the longest time period between attempts to the cardholder. Collection efforts are based upon customer account characteristics. These characteristics include the cardholder’s payment history and delinquency status, and whether the account was a first payment default. These characteristics are analyzed to determine the optimal collection strategy, which could include scheduling an account to receive a telephone call, a letter or e-mail, a 2Way Connect call (interactive voice response), or no action at the present time. The Company uses several collection strategy tools and related software packages to automate the collection process in addition to a standardized automated daily calling procedure that maximizes its opportunity to contact the cardholder. In addition, a collection website offers delinquent cardholders self serve options to resolve their delinquency.

Special payment plans are available to cardholders that are experiencing a financial hardship on a temporary or permanent basis. These programs are either 12 or 48 months in length, and may include receiving a reduction of both minimum payment due and the monthly APR. These programs require specific account criteria for eligibility and a monthly payment to remain in the program. Proposals from consumer credit counseling service agencies are reviewed for eligibility and if accepted cardholders can be enrolled in the particular workout program for up to 60 months.

Defaulted Receivables; Dilution; Investor Charge-Offs

Federal Financial Institutions Examination Council guidelines are followed for charge-off procedures relating to aged, bankrupt, fraudulent and deceased accounts. An account must be in existence for at least nine months and the cardholder must make three consecutive monthly minimum payments before an account can be re-aged. No account may be re-aged more than once in any twelve-month period or more than twice in a five-year period unless the cardholder qualifies for a troubled debt restructuring program, in which case one additional re-age is permitted during the five-year period.

An account is charged off as an aged credit loss after the account becomes 180 days past due. Charge-offs are executed on charge-off cycle dates which occur on various days during each Monthly Period. The number of different charge-off cycle dates in each Monthly Period varies, and as a result, the amount of charged-off receivables can vary between Monthly Periods with no corresponding change in the performance of the trust portfolio.

On the last day of the Monthly Period in which a receivable is charged-off, the receivable will be sold to us and will no longer be shown as an amount payable on the trust’s records. The purchase price that we pay to the trust for those defaulted receivables will be equal to the aggregate amount of recoveries on previously charged-off accounts that we have received from the bank for the same Monthly Period, which will be allocated to us on a reasonable basis based on the historical recovery experience for the bank’s portfolio of accounts.

Each series will be allocated a portion of defaulted receivables in each charged-off account in an amount equal to such series’ allocation percentage for defaulted receivables as of the date the account is charged off of the aggregate amount of transferred principal receivables in that account as of the date the account is charged off. The calculation of the allocation percentage for defaulted receivables for your series is described under “ Description of Series Provisions—Allocation Percentages ” in this prospectus.

Unlike defaulted receivables, dilution, which includes reductions in transferred principal receivables as a result of returns, unauthorized charges and the like, is not intended to be allocated to any series. Instead, these reductions are applied to reduce the Free Equity Amount, and to the extent they would reduce the Free Equity Amount below zero, we are required to deposit the amount of the reduction into the excess funding account. However, if we default in our obligation to make a payment to cover dilution, then a portion of any resulting shortfall in receivables will be allocated to each series. The amount of any such shortfall that would be allocated to each series, and your series’ share of uncovered dilution for each monthly period would be calculated as described under “ Description of Series Provisions—Investor Charge-Offs ” in this prospectus.

On each payment date, if the sum of the defaulted receivables and any dilution allocated to any series is greater than the finance charge collections and other funds available to cover those amounts, then the collateral amount for that series will be reduced by the amount of the excess. Any reductions in the collateral amount for any series on account of defaulted receivables and dilution will be reimbursed to the extent that finance charge collections and other amounts on deposit in the collection account are available for that purpose on any subsequent payment date. See “ Description of Series Provisions—Allocation Percentages” in this prospectus for a more detailed description of how defaulted receivables and uncovered dilution can result in a reduction of the collateral amount for your series, and see “ Description of Series Provisions—Application of Finance Charge Collections ” in this prospectus for a description of how such reductions may be reimbursed from available finance charge collections for your series.

Servicer’s Representations, Warranties and Covenants

The servicer will make customary representations and warranties to the trust as of the closing date for each series, including that:

The servicer will covenant and agree as follows:

perform its obligations under the servicing agreement and transaction documents or a material adverse effect on the transferred receivables or the trust’s rights in the transferred receivables; and

If the servicer breaches the above covenants with respect to any transferred receivable or the related account, and as a result, the trust’s rights in, to or under the related transferred receivables are materially impaired or the proceeds of the transferred receivables are not available to the trust free and clear of any lien, then no later than 60 days from the earlier to occur of the discovery of the breach by the servicer or the receipt by the servicer of notice of the breach from the trust, all transferred receivables in the accounts to which the breach relates will be assigned to the servicer. On or prior to the related payment date, the servicer will pay the trust an amount equal to the amount of the transferred receivables required to be assigned to the servicer. The servicer will not be required to accept assignment of the receivables if on any day prior to the end of the 60-day period described above, the relevant breach has been cured and the covenant has been complied with in all material respects and the servicer has delivered an officer’s certificate describing the nature of the breach and the manner in which the breach was cured.

Limitations on Servicer’s Liability

The servicer will indemnify the trust and its affiliates, and their respective directors, officers, employees, trustees or agents for any losses suffered as a result of the servicer’s material breach of its obligations under the servicing agreement, except in each case, for losses resulting from the bad faith, gross negligence or willful misconduct by the indemnified party or recourse for uncollectible receivables. No indemnity payments by the servicer will be paid from the assets of the trust.

Except as provided in the preceding paragraph, neither the servicer nor any of its directors, officers, employees or agents will be liable to the trust, the owner trustee, the indenture trustee, the noteholders or any other person for any action or for refraining from taking any action in good faith in its capacity as servicer under the servicing agreement. However, the servicer will not be protected against any liability resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of obligations and duties under the servicing agreement. In addition, 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 agreement and which in its reasonable opinion may expose it to any expense or liability.

The servicer is not responsible under the servicing agreement to any person for indirect, punitive, exemplary or consequential damages arising from any transaction contemplated by the servicing agreement.

Servicer Default; Successor Servicer

The occurrence of any of the following events constitutes a servicer default for all series:

The determination of a servicer default shall be based solely on the provisions of the servicing agreement, and the occurrence of a material instance of noncompliance with the applicable servicing criteria specified in Item 1122(d) of Regulation AB will not be determinative that a servicer default has occurred.

The trust will covenant to the indenture trustee that it will notify the servicer of any failure or breach by the servicer described above if directed to do so by the indenture trustee or holders of not less than 25% of the aggregate outstanding principal amount of all series or, with respect to any failure by the servicer or any breach by the servicer of a representation, warranty or certification that does not relate to all series, holders of 25% of the aggregate outstanding principal amount of all series to which the failure or breach relates.

If a servicer default occurs, for so long as it has not been remedied, the trust may give notice to the servicer, terminating all of the rights and obligations of the servicer under the servicing agreement. The trust will covenant to the indenture trustee that it will deliver notice to the servicer terminating all of the rights and obligations of the servicer under the servicing agreement if a servicer default described in clause (5) above occurs or if any other servicer default occurs and it is directed to terminate the servicer by the holders representing a majority of the aggregate outstanding principal amount of each affected series of notes.

Within 30 days after the trust gives notice of termination to the servicer, the trust will appoint a successor servicer. Because the bank, as servicer, has significant responsibilities with respect to the servicing of the transferred receivables, the indenture trustee may have difficulty finding a suitable successor servicer. Potential successor servicers may not have the capacity to adequately perform the duties required of a successor servicer or may not be willing to perform those duties for the amount of the servicing fee currently payable under the servicing agreement. If no successor has been appointed and has accepted the appointment by the time the servicer ceases to act as servicer, the indenture trustee will automatically become the successor. Deutsche Bank Trust Company Americas, the indenture trustee, does not have credit card operations. If Deutsche Bank Trust Company Americas 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 servicing agreement may not be sufficient to cover its actual cost and expenses of servicing the accounts. If the indenture trustee is legally unable to act as servicer or if a majority of the noteholders so request in writing to the indenture trustee, the indenture trustee will appoint or petition a court of competent jurisdiction to appoint an eligible servicer.

The trust has agreed in the indenture to enforce the obligations of the servicer under the servicing agreement and if a servicer default arises from the failure of the servicer to perform any of its duties or obligations under the servicing agreement with respect to the transferred receivables, the trust will take all reasonable actions available to it to remedy that failure. However, any default by the servicer in the performance of its obligations under the servicing agreement, other than a default that relates to a failure to make required deposits, may be waived by the trust, but only upon consent of the noteholders holding not less than 66 ² ¤ ₃ % of the then-outstanding principal amount of the notes for all series as to which that default relates.

The bank’s and our respective rights and obligations under the receivables sale agreement will be unaffected by any change in servicer.

If a conservator or receiver is appointed for the servicer, the conservator or receiver may have the power to prevent the trust from appointing a successor servicer.

Resignation of Servicer

The servicer may not resign from its obligations and duties, except:

If the servicer resigns or is terminated, the trust will appoint a successor servicer that has a long-term debt rating of at least Baa3 by Moody’s and BBB- by Standard & Poor’s. On or after the date on which all notes that were outstanding on July 16, 2014 have either been paid in full or consented, this rating requirement will not apply to Synchrony or any affiliate of the bank and satisfaction of the Rating Agency Condition will not be required for such resignation and appointment of Synchrony or an affiliate of the bank.

In addition, the servicer may also resign if (i) an affiliate of the bank has accepted its appointment as successor servicer and assumed the responsibilities as servicer on any date and (ii) if the successor servicer does not satisfy the ratings requirement set forth in the preceding paragraph, the successor servicer has a servicer performance guaranty in place with GE or an affiliate of GE that, at the time of appointment of the successor servicer, has a long-term debt rating at least equal to the long-term debt rating of GE Capital immediately prior to the time GE Capital resigned as servicer.

The servicer’s resignation will not become effective until a successor has assumed the servicer’s obligations and duties. The trust will notify each Hired Agency upon the appointment of a successor servicer. The servicer may delegate any of its servicing duties to another entity, but the servicer’s delegation of its duties will not relieve it of its liability and responsibility with respect to the delegated duties.

Merger or Consolidation of Servicer

The servicer may consolidate with, merge into, or sell its business to, another entity in accordance with the servicing agreement on the following conditions:

surviving entity, enforceable against the surviving entity, subject to insolvency and equity related assumptions; and

The conditions described in this paragraph do not apply to any consolidation or merger if the servicer would be the surviving entity.

Servicing Compensation and Payment of Expenses

The servicer receives a monthly fee for its servicing activities equal to one-twelfth the product of the amount of transferred principal receivables and 2%. The share of the servicing fee allocable to each series for any payment date will be equal to one-twelfth of the product of (a) the servicing fee rate for that series and (b) the collateral amount for that series on the last day of the prior Monthly Period. The servicing fee rate for your series is described in “ Structural Summary—Servicing and Servicer’s Fee ” in this prospectus.

The servicer will pay from its servicing compensation expenses of servicing the receivables, other than federal, state and local income and franchise taxes, if any, of the trust.

Each series’ servicing fee is payable each period from collections of finance charge receivables allocated to the series. The portion of the servicing fee not allocated to any series of notes will be payable by the trust. The noteholders are not responsible for any servicing fee allocable to the trust.

Evidence as to Servicer’s Compliance

The servicing agreement provides that on or before the 90 ^th day following the end of the servicer’s fiscal year, the servicer will deliver to the trust a report on assessment of compliance with the servicing criteria described in the following paragraph. Each assessment will include:

To the extent required by applicable securities laws, a separate assessment of compliance and an attestation report for each party participating in the servicing function will be filed as exhibits to the trust’s annual report of Form 10-K, unless such entity’s activities relate to only 5% or less of the trust’s assets. For purposes of preparing the assessment of compliance described in the preceding paragraph, each servicing party will use the applicable servicing criteria set forth in relevant SEC regulations with respect to asset backed securities transactions taken as a whole involving that servicing party that are backed by the same types of assets as those backing the notes.

On or before the 90 ^th day following the end of the servicer’s fiscal year, the servicer and each subservicer that is responsible for the management or collection of the pool assets or making allocations or distributions to noteholders, other than any unaffiliated subservicer that services less than 10% of the trust’s assets, will provide an officer’s certificate to the trust to the effect that:

Servicer Performance Guaranty

GE Capital Global is a Delaware limited liability company and an affiliate of GE. GE Capital Global guarantees the performance of Synchrony’s obligations as servicer pursuant to the servicer performance guaranty. Under that agreement, GE Capital Global is obligated to cause the performance of any term, covenant, condition, agreement or undertaking of the servicing in the servicing agreement within two business days notice, or, with respect to the failure to make any payment, deposit or transfer of funds, on the day of receipt of notice, from the trust or the indenture trustee that the servicer has failed to perform. GE Capital Global may, and following any downgrade of its long-term debt rating below the required ratings, must, assign its obligations under the servicer performance guaranty to (i) GE or (ii) an affiliate of GE that at the time of assignment has a long-term debt rating at least equal to the long-term debt rating of GE Capital immediately prior to the time GE Capital resigned as servicer and, for any assignment to an affiliate of GE other than an assignment due to the downgrade of GE Capital Global below the required ratings, satisfies the Rating Agency Condition. These provisions of the servicer performance guaranty may be amended by a written agreement of the servicer and GE Capital Global if the Rating Agency Condition has been satisfied and we have delivered an officer’s certificate to the effect that the amendment will not adversely affect in any material respect the interests of the noteholders.

The Indenture Trustee

Deutsche Bank Trust Company Americas

The indenture trustee is Deutsche Bank Trust Company Americas (“ DBTCA ”), a New York banking corporation. DBTCA has, and currently is, serving as indenture trustee for numerous securitization transactions and programs involving pools of credit card receivables.

DBTCA has provided the following information to us for inclusion in this prospectus:

DBTCA has been named as a defendant in civil litigation concerning its role as trustee of certain residential mortgage backed securities (“ RMBS ”) trusts. On June 18, 2014, a group of investors (“ Plaintiff Investors ”) filed a civil action against DBTCA and Deutsche Bank National Trust Company (“ DBNTC ”) in New York State Supreme Court purportedly on behalf of and for the benefit of 544 private-label RMBS trusts asserting claims for alleged violations of the Trust Indenture Act of 1939, breach of contract, breach of fiduciary duty and negligence based on DBTCA’s and DBNTC’s alleged failure to perform their obligations as trustees for the trusts (the “ NY Derivative Action ”). An amended complaint was filed on July 16, 2014, adding Plaintiff Investors and RMBS trusts to the NY Derivative Action. On November 24, 2014, the Plaintiff Investors moved to voluntarily dismiss the NY Derivative Action without prejudice. Also on November 24, 2014, substantially the same group of Plaintiff Investors filed a civil action against DBTCA and DBNTC in the United States District Court for the Southern District of New York (the “ SDNY Action ”), making substantially the same allegations as the NY Derivative Action with respect to 564 RMBS trusts (542 of which were at issue in the NY Derivative Action). The SDNY Action is styled both as a derivative action on behalf of the named RMBS Trusts and, in the alternative, as a putative class action on behalf of holders of RMBS representing interests in those RMBS trusts. DBTCA is vigorously defending the SDNY Action. DBTCA has no pending legal proceedings (including, based on DBTCA’s present evaluation, the litigation disclosed in this paragraph) that would materially affect its ability to perform its duties as indenture trustee on behalf of the noteholders.

The sponsor and its affiliates may from time to time enter into normal banking and trustee relationships with the indenture trustee and its affiliates.

Duties and Responsibilities of Indenture Trustee

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:

If an event of default occurs and the indenture trustee has actual knowledge of the occurrence of an event of default, the indenture trustee will exercise its rights and powers under the indenture using the same degree of care and skill as a prudent person would exercise in the conduct of his own affairs. If an event of default occurs and is continuing, the indenture trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the noteholders of the affected series by any appropriate proceedings as the indenture trustee may deem necessary to protect and enforce any of those rights. See “ The Indenture—Events of Default; Rights Upon Event of Default .”

Limitations on Indenture Trustee’s Liability

The indenture trustee is not liable for any errors of judgment as long as the errors are made in good faith unless it is proved that the indenture trustee was negligent in ascertaining the pertinent facts, and the indenture trustee will not be liable for any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the indenture.

The indenture trustee will not be deemed to have knowledge of an event of default, early amortization event or servicer default unless a responsible officer of the indenture trustee has actual knowledge of the relevant event or the indenture trustee receives written notice of the relevant event from the trust or noteholders owning notes of the affected series or all series, as applicable, aggregating not less than 10% of the outstanding notes of the affected series or all series, as applicable. The indenture trustee will have no duty to monitor the performance of the trust or its agents and it will not have any liability in connection with the wrongdoing or failure to act by the trust. In addition, the indenture trustee will have no liability in connection with compliance of the trust or its agents with statutory or regulatory requirements related to the transferred receivables.

The indenture trustee is not required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under the indenture or in the exercise of any of its rights or powers if it reasonably believes that repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it.

Compensation and Indemnification of Indenture Trustee

Under the terms of the indenture, the trust has agreed to pay the indenture trustee reasonable compensation for performance of its duties under the indenture and to reimburse the indenture trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. The trust has also agreed to indemnify the indenture trustee and its officers, directors, employees and agents against any loss, liability or expense incurred by them to the extent arising out of the administration of the indenture and the

performance of the indenture trustees duties under the indenture, other than any expense or loss incurred by the indenture trustee through its own willful misconduct, negligence or bad faith.

A portion of the fees and other amounts owing to the indenture trustee will be payable from collections of finance charge receivables allocated to your series as described in “ Description of Series Provisions—Application of Finance Charge Collections. ”

Appointment of Co-Trustees and Separate Trustees

For the purpose of meeting any legal requirement of any jurisdiction in which any part of the collateral for the notes may at the time be located, the indenture trustee will have the power to appoint one or more co-trustees or separate trustees for the benefit of the noteholders, and to vest in any co-trustee or separate trustee all rights under the indenture with respect to the collateral for the notes and those powers, duties, obligations, rights and trusts as the indenture trustee considers necessary or desirable. No co-trustee or separate trustee will be required to meet the terms of eligibility as a successor trustee under the indenture and no notice to noteholders of the appointment of any co-trustee or separate trustee will be required. If a separate trustee or co-trustee is appointed, all rights, powers, duties and obligations conferred or imposed upon the indenture trustee will be conferred or imposed upon and exercised or performed by the indenture trustee and the separate trustee or co-trustee jointly or, in any jurisdiction where the indenture trustee is incompetent or unqualified to perform certain acts, singly by the separate trustee or co-trustee, but solely at the direction of the indenture trustee. No trustee appointed under the indenture will be personally liable for any act or omission of any other trustee appointed under the indenture. The indenture trustee may at any time accept the resignation of or remove, in its sole discretion, any separate trustee or co-trustee.

Resignation or Removal of Indenture Trustee

The indenture trustee may resign at any time. Noteholders holding not less than 66 ² ¤ ₃ % of the aggregate outstanding principal amount of all series may remove the indenture trustee and may appoint a successor indenture trustee. In addition, the trust will remove the indenture trustee if it ceases to be eligible to continue as an indenture trustee under the indenture or if the indenture trustee becomes insolvent or otherwise becomes legally unable to act as indenture trustee. If the indenture trustee resigns or is removed, the trust will then be obligated to appoint a successor indenture trustee. If a successor indenture trustee does not assume the duties of indenture trustee within 60 days after the retiring indenture trustee resigns or is removed, the retiring indenture trustee, the trust or noteholders representing not less than a majority of the aggregate outstanding principal amount of all series may petition a court of competent jurisdiction to appoint a successor indenture trustee. In addition, if the indenture trustee ceases to be eligible to continue as indenture trustee, any noteholder may petition a court of competent jurisdiction for the removal of the indenture trustee and the appointment of a successor indenture trustee.

If an event of default occurs under the indenture, under the Trust Indenture Act of 1939, the indenture trustee may be deemed to have a conflict of interest and be required to resign as indenture trustee for one or more classes of each series of notes. In that case, a successor indenture trustee will be appointed for one or more of those classes of notes and may provide for rights of senior noteholders to consent to or direct actions by the indenture trustee which are different from those of subordinated noteholders. Any resignation or removal of the indenture trustee and appointment of a successor indenture trustee for any class or series of notes will not become effective until the successor indenture trustee accepts its appointment.

The Owner Trustee

BNY Mellon Trust of Delaware

BNY Mellon Trust of Delaware is a Delaware banking corporation and an affiliate of The Bank of New York Mellon, a New York banking corporation, which provides support services on its behalf in this transaction. Its principal place of business is located at 301 Bellevue Parkway, 3 ^rd Floor, Wilmington, Delaware 19809, Attention: Corporate Trust Administration. BNY Mellon Trust of Delaware has acted as owner trustee on numerous asset backed transactions (with The Bank of New York Mellon providing administrative support), including the structure of the transaction referred to herein. While the structure of each transaction may differ, BNY Mellon Trust of

Delaware and The Bank of New York Mellon on its behalf are experienced in administering transactions of this kind. You may contact BNY Mellon Trust of Delaware by calling (302) 791-3610.

In the ordinary course of business, The Bank of New York Mellon is named as a defendant in or made a party to pending and potential legal actions. In connection with its role as trustee of certain RMBS transactions, The Bank of New York Mellon was named as a defendant in a lawsuit by a group of institutional investors. This lawsuit alleges 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, The Bank of New York Mellon denies liability and intends to defend the litigation vigorously.

BNY Mellon Trust of Delaware has provided the above information for purposes of complying with Regulation AB. Other than the above paragraphs, BNY Mellon Trust of Delaware has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

Duties and Responsibilities of Owner Trustee

The owner trustee has agreed to hold in trust, for our use and benefit, the assets transferred to the trust under the transfer agreement. The owner trustee also acts a certificate registrar for purposes of registering the transfer of the transferor certificate and any supplemental certificates issued by the trust.

The owner trustee is authorized, and has been directed under the trust agreement, on behalf of the trust to direct the indenture trustee to authenticate and deliver the notes from time to time pursuant to our instructions. The owner trustee is also authorized, but is not obligated, to take all actions required of the trust under the transfer agreement, the indenture and any indenture supplement, the servicing agreement or any related agreement. The owner trustee will be deemed to have fulfilled its duties and responsibilities under the trust agreement or any other related agreement to the extent the administrator has agreed in the administration agreement to perform those duties or responsibilities and the owner trustee will not be liable for the failure of the administrator to carry out its obligations under the administration agreement.

The owner trustee does not have the power to commence a voluntary proceeding in bankruptcy relating to the trust unless we, as holder of the transferor certificate, have given our prior approval and delivered an officer’s certificate to the owner trustee certifying that we reasonably believe the trust is insolvent.

The owner trustee will not take any of the following actions unless the owner trustee has notified us, as holder of the transferor certificate, of the proposed action and we have not notified the owner trustee in writing prior to the 30 ^th day after receipt of the notice that we object to the proposed action:

In addition, the owner trustee may not, except at our direction, remove the administrator or appoint a successor administrator.

To the extent not inconsistent with the trust agreement or any other related document, we, as holder of the transferor certificate, may direct the owner trustee in the management of the trust.

Limitations on Owner Trustee’s Liability

The owner trustee will not be liable under the trust agreement for any error of judgment made in good faith by a responsible officer of the owner trustee unless it is proved that the owner trustee was grossly negligent in ascertaining the pertinent facts. The owner trustee will also not be liable for any action taken or not taken by the owner trustee in accordance with our instructions or the instructions of the administrator or the servicer.

No provision of the trust agreement or any related agreement requires the owner trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers under the trust agreement or any related agreement, if the owner trustee has reasonable grounds for believing that repayment of the funds or adequate indemnity against the risk or liability is not provided or reasonably assured.

Under no circumstances will the owner trustee be liable for indebtedness evidenced by or arising under the indenture or any of the related agreements, including principal or interest on the notes, or any representation, warranty or covenant of the trust. The owner trustee will in no event assume or incur any liability, duty or obligation to any noteholder.

The owner trustee will not be liable for the default or misconduct of the administrator, us, the indenture trustee or the servicer under the indenture, the transfer agreement or the related agreements or otherwise and the owner trustee will have no obligation or liability to perform the obligations of the trust under any agreement that are required to be performed by the administrator under the administration agreement, the indenture trustee under the indenture or the servicer under the servicing agreement; and the owner trustee will have no obligation to monitor any of the foregoing parties with respect to their respective obligations.

The owner trustee will be under no obligation to exercise any of the rights or powers vested in it by the trust agreement for the trust, or to institute, conduct or defend any litigation under the trust agreement or otherwise, at the request, order or direction of us or our assigns unless we and our assigns offered to the owner trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the owner trustee. The right of the owner trustee to perform any discretionary act under the trust agreement or in any related agreement may not be construed as a duty, and the owner trustee will only be answerable for its gross negligence or willful misconduct in the performance of any discretionary act.

Compensation and Indemnification of Owner Trustee

We will pay the owner trustee a fee as compensation for its services under the trust agreement and will reimburse the owner trustee for its reasonable expenses. We have also agreed to indemnify the owner trustee and its successors, assigns and agents against all liabilities and all reasonable costs and expenses which may be imposed in connection with the trust agreement, the related agreements, the trust’s assets and the administration of the trust’s assets, or the action or inaction of the owner trustee under the trust agreement. However, we will not be liable to the owner trustee or any other indemnified party for any liability or expense arising from the indemnified party’s willful misconduct or gross negligence or, with respect to the owner trustee, the inaccuracy of any representation or warranty made by the owner trustee in the trust agreement.

A portion of the fees and other amounts owing to the owner trustee will be payable from collections of finance charge receivables allocated to your series, to the extent we do not pay those amounts as described in “ Description of Series Provisions—Application of Finance Charge Collections. ”

Resignation or Removal of Owner Trustee; Eligibility

The owner trustee may resign at any time by giving written notice to the administrator. Upon receiving notice of the resignation of the owner trustee, the administrator will promptly appoint a successor owner trustee. If no successor owner trustee has been appointed within 30 days after the owner trustee gives notice of its resignation, the resigning owner trustee may petition any court of competent jurisdiction for the appointment of a successor owner trustee.

The owner trustee must at all times:

If the owner trustee ceases to be meet the eligibility requirements described in the preceding paragraph and fails to resign after receiving notice of its ineligibility from the administrator, or if the owner trustee becomes legally unable to act or certain bankruptcy or insolvency related events occur with respect to the owner trustee, then the administrator may remove the owner trustee and appoint a successor owner trustee.

Any resignation or removal of the owner trustee will not become effective until acceptance of appointment of a successor owner trustee and payment of all fees and expenses owed to the outgoing owner trustee.

[Derivative Counterparty]

[Description of derivative counterparty, including the name of the derivative counterparty, the organizational form of the derivative counterparty, the general character of the business of the derivative counterparty, whether the significance percentage is less than 10%, at least 10% but less than 20% or 20% or more and any information required by Item 1100(e) of Regulation AB.]

[If the aggregate significance percentage of any derivative counterparty is greater than 10%, but less than 20%, financial data required by Item 1115(b)(1) of Regulation AB will be provided.]

[If the aggregate significance percentage of any derivative counterparty is greater than 20%, financial statements meeting the requirements of Item 1115(b)(2) of Regulation AB will be provided.]

The Asset Representations Reviewer

[Insert information as required by Item 1109(b)(1) and (2) of Regulation AB.] [Insert description of the extent to which the asset representations reviewer has had prior experience serving 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 depositor, the issuing entity, 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.

[Originators]

[With respect to any originator, or group of affiliated originators, apart from the sponsor or its affiliates that has originated, or is expected to originate, 10% or more of the pool assets, disclosure regarding identity of such originator(s).] [With respect to any originator, or group of affiliated originators, apart from the sponsor or its affiliates that has originated, or is expected to originate, 20% or more of the pool assets, disclosure required by Item 1110(b), including the identity of such originator(s), form of organization of such originator(s), a description of such originator(s) origination program and how long the originator has been engaged in originating assets as required by Item 1110(b)(2) of Regulation AB, a description of any interest that the originator(s), or any affiliate thereof, has retained in the transaction as required by Item 1110(b)(3) of Regulation AB, and for any originator required to repurchase or replace a pool asset for breach of a representation or warranty pursuant to the transaction agreements, information regarding the originator’s financial condition to the extent there is a material risk that the effect on its ability to comply with the provisions in the transaction agreements relating to the repurchase obligations for those assets resulting from such financial information could have a material impact on pool performance of the asset-backed securities.]

[If applicable: Identify any originator(s) originating less than 10% of the pool assets if the cumulative amount originated by parties other than the sponsor or its affiliates is more than 10% of the pool assets.]

The Trust Portfolio

We refer to the accounts that have been designated as trust accounts as the trust portfolio.

The transferred receivables consist of:

In addition to the transferred receivables, the notes will be secured by:

Participations or trust certificates representing undivided legal or beneficial ownership interests in a pool of assets primarily consisting of credit card or other revolving credit account receivables owned by the bank or its affiliates and the funds collected thereon may also be added to the trust. Unless exempt from registration, any such participations or trust certificates will be registered under the registration statement relating to this prospectus by means of a post-effective amendment, and the terms of such participations or trust certificates will be described in the prospectus filed therewith.

The bank has the right, and in some cases the obligation, to designate from time to time additional eligible accounts to the trust portfolio and to convey to us, for further transfer to the trust, all receivables in those additional accounts, whether those receivables are then existing or thereafter created. The accounts and the related receivables may be originated by the bank or, with Hired Agency approval, acquired by the bank from others. The designation

of additional accounts and sale of related receivables to the trust will be limited by the conditions described in “— Addition of Trust Assets ” in this prospectus. Some, but not all, designations of additional accounts require satisfaction of the Rating Agency Condition.

The accounts must meet eligibility standards as of the date the bank designates them as additional accounts. Once these accounts are designated, only the receivables arising under these accounts, and not the accounts themselves, are sold. In addition, as of the date on which any new receivables are created, we will represent and warrant to the trust that the receivables conveyed to the trust on that day meet the trust’s eligibility standards. However, we cannot guarantee that all the receivables and accounts will continue to meet the applicable eligibility requirements throughout the life of the trust. The trust’s eligibility requirements for accounts and receivables are described under “ The Trust Portfolio—Representations and Warranties of the Depositor ” in this prospectus.

Under limited circumstances, the bank may also designate that some accounts will no longer be trust accounts, and the receivables originated under these accounts will be conveyed by the trust back to us, as described in this prospectus. Throughout the term of the trust, the transferred receivables will consist of:

We cannot assure you that additional accounts will be of the same credit quality as previously designated trust accounts. Moreover, additional accounts may contain receivables which consist of fees, charges and amounts which are different from the fees, charges and amounts described in this prospectus. Additional accounts may also have different credit guidelines, balances and ages. Consequently, we cannot assure you that the trust accounts will continue to have the characteristics described in this prospectus as additional accounts are added. In addition, if the bank designates additional accounts with lower periodic finance charges, that designation may have the effect of reducing the portfolio yield.

Account Terms

The bank offers fixed rate and variable rate credit card accounts. The credit card accounts are generally unsecured. Finance charges are calculated by multiplying the daily balance or the average daily balance outstanding on an account during the monthly billing period by the applicable periodic finance charge rate. In certain instances, finance charges are assessed from the date of purchase. Payments are generally applied in the following order: (1) to fees and finance charges assessed on the account and (2) to the unpaid principal balance of purchases. Subject to applicable law and in some cases subject to retailer approval, the bank may change finance charge rates from time to time at its discretion. Generally, the minimum monthly payment amount is equal to the greater of a fixed dollar amount and a portion of the account balance sized to ensure required amortization of the account balance. Subject to applicable law, the bank may change the minimum monthly payment from time to time at its discretion.

The bank offers three primary types of promotional financing:

For certain retailer programs, the no interest and reduced interest promotional periods may extend indefinitely.

Consumer Protection Laws

The relationship between the bank and its customers is regulated extensively under federal and state consumer protection laws. With respect to credit accounts issued by the bank, the most significant federal laws include the federal Truth in Lending Act, Equal Credit Opportunity Act, the FCRA, Fair Debt Collection Practices Act and the GLBA. These and other federal laws and regulations, among other things, require the disclosure of the cost of credit, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections, require safe and sound banking operations, prohibit unfair, deceptive or abusive acts or practices, restrict the bank’s ability to raise interest rates, and subject the bank to substantial regulatory oversight. State, and in some cases, local laws also may regulate the relationship between the bank and its U.S. customers in these areas, as well as in the areas of collection practices, and may provide other additional consumer protections. Moreover, the bank is subject to the Servicemembers Civil Relief Act, which protects persons on active military service and their dependents from undue hardship resulting from their military service. The Servicemembers Civil Relief Act applies to all debts incurred prior to the commencement of active duty (including credit card and other open-end credit) and limits the amount of interest including service and renewal charges and any other fees or charges (other than bona fide insurance) that is related to the obligation or liability.

The CARD Act was enacted in 2009 and most of the requirements became effective in 2010. The CARD Act made numerous amendments to the Truth in Lending Act, requiring the bank to make significant changes to many of its business practices, including marketing, underwriting, pricing and billing. The CARD Act’s restrictions on the bank’s ability to increase interest rates on existing balances to respond to market conditions and credit risk ultimately constrain the bank’s willingness to extend credit to new customers and provide additional credit to current customers. Other CARD Act restrictions, such as limitations on late fees, have resulted and will continue to result in reduced interest income and loan fee income.

Additionally, the Dodd-Frank Act established the CFPB, which regulates consumer financial products and services and certain financial services providers. The CFPB is authorized to prevent “unfair, deceptive or abusive acts or practices” and ensure consistent enforcement of laws so that all consumers have access to markets for consumer financial products and services that are fair, transparent and competitive. The CFPB has rulemaking and interpretive authority under the Dodd-Frank Act and other federal consumer financial services laws, as well as broad supervisory, examination and enforcement authority over large providers of consumer financial products such as the Company. In addition, the CFPB maintains an online complaint system that allows consumers to log complaints with respect to various consumer finance products, including credit cards. The system could inform future agency decisions with respect to its regulatory, enforcement or examination focus. There continues to be uncertainty as to how the CFPB’s strategies and priorities, including in both its examination and enforcement processes, will impact the Company’s business and its results of operations going forward.

In addition, the Dodd-Frank Act enables merchants to offer discounts for the use of forms of payment other than credit cards and to establish certain minimum dollar amounts for credit card transactions notwithstanding any provision to the contrary in the payment card network rules. These provisions of the Dodd Frank Act could reduce the use of credit cards by consumers. Furthermore, Congress and the states may enact new laws and amendments to existing laws to regulate further the consumer revolving credit industry.

The FCRA regulates the bank’s use of credit reports and the reporting of information to credit reporting agencies, and also provides a standard for lenders to share information with affiliates and certain third parties and to provide firm offers of credit to consumers. The FCRA also places further restrictions on the use of information shared between affiliates for marketing purposes, requires the provision of disclosures to consumers when risk-based pricing is used in a credit decision, and requires safeguards to help protect consumers from identity theft.

Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers including actual damages, statutory damages, restitution and attorneys’ fees. Federal banking regulators and the CFPB, as well as state attorneys general and other state and local consumer protection agencies, also may seek to enforce consumer protection requirements and obtain these and other remedies, including civil money penalties.

In the past, legislation has been introduced in Congress that would have required additional transparency to foster greater competition with respect to interchange fees. If such legislation is introduced and passed, it could ultimately lead to direct government oversight and regulation of interchange fees. Visa Inc. and MasterCard Inc. have entered into a settlement agreement with retailers regarding interchange fees, which includes an agreement by the defendants to pay the retailers $6.05 billion, and to make association rule changes and give other relief. Although the settlement was approved by Judge John Gleeson on December 13, 2013, the National Retail Federation has appealed that settlement to the United States Court of Appeals for the Second Circuit and recently, a large number of merchants filed a motion for leave with the court in an attempt to have the settlement vacated. Further, a number of merchants, including several large retailers, have elected to “opt out” of the proposed settlement. Opting out allows these retailers to commence separate actions on these matters and some of these merchants have already commenced new actions against Visa and MasterCard. Any reduction in the interchange fees paid by merchants to banks could adversely impact the business operations of credit card issuers and could reduce the amount of interchange included in finance charge collections.

The trust may be liable for violations of consumer protection laws that apply to the receivables, either as assignee from us with respect to obligations arising before transfer of receivables to the trust or as the party directly responsible for obligations arising after the transfer. In addition, a cardholder may be entitled to assert those violations by way of set-off against the obligation to pay the amount of receivables owing. All receivables that were not created in compliance in all material respects with the requirements of consumer protection laws, if the noncompliance has a material adverse effect on the noteholders’ interest therein, may be reassigned to us. For a discussion of the trust’s rights if receivables were not created in compliance in all material respects with applicable laws, see “— Representations and Warranties of the Depositor ” in this prospectus.

Representations and Warranties of the Depositor

As of each date on which transferred receivables are transferred to the trust, we represent to the trust that:

We made similar representations to RFS Funding Trust with respect to the transferred receivables transferred to RFS Funding Trust under the trust receivables purchase agreement prior to August 16, 2004. Prior to the termination of RFS Funding Trust, RFS Funding Trust assigned it rights under the trust receivables purchase agreement to the trust. Pursuant to the indenture, the trust granted a security interest in all rights, remedies, powers, privileges and claims of the trust under and with respect to the transfer agreement, including the representations and warranties described above, to the indenture trustee for the benefit of the noteholders.

For purposes of the representations above and the criteria for eligible receivables described below, liens permitted by the trust receivables purchase agreement and the transfer agreement include liens for taxes or assessments or other governmental charges not yet due and payable, unperfected workers’, mechanics’, suppliers’ or similar liens arising in the ordinary course of business and liens created in favor of, or created by, the trust.

If any of these representations is not true in any material respect for any receivables as of the date specified in the representation and as a result of the breach any receivables in the related account become defaulted receivables or the trust’s rights in the transferred receivables or the proceeds of the transferred receivables are impaired or are not available to the trust free and clear of any lien, other than liens permitted by the trust receivables purchase agreement and the transfer agreement, those receivables will be deemed to have a principal balance of zero for purposes of calculating the total amount of receivables in the trust and we are required to accept reassignment of the ineligible receivable. We will be permitted 60 days to cure the breach or a longer period, not to exceed 120 days as may be agreed to by the trust, after we receive notice of the breach from the trust.

Except under the circumstances described in the following sentence, we will purchase each ineligible receivable for a cash purchase price equal to the principal amount of the reassigned receivable, plus accrued finance charges as of the end of the preceding Monthly Period, by no later than the date on which collections of receivables for the related Monthly Period are required to be deposited in the collection account as described under “ The Servicers — Collections; Commingling .” However, we are not required to make the payment described in the preceding sentence if the Free Equity Amount exceeds the Minimum Free Equity Amount, after giving effect to the exclusion of the ineligible receivable from the Aggregate Principal Receivables. Any deduction or deposit is considered a repayment in full of the ineligible receivable. Amounts paid by us in connection with the repurchase of receivables will be deemed to be principal collections to the extent that they represent the purchase price of principal receivables and will be deemed to be finance charge collections to the extent that they represent the purchase price of finance charge receivables, and will be allocated in the same manner as collections on the transferred receivables. See “ Description of the Notes—Collateral Amount; Allocation of Collections .”

For purposes of the above representations and warranties, an eligible account is an account that satisfies the following criteria as of the date it is designated as a trust account:

Eligible Accounts may include accounts, the receivables in which have been written off as uncollectible, or as to which the bank or other originator of the account believes the related cardholder is bankrupt and certain receivables that have been identified by the cardholder as having been incurred as a result of fraudulent use of credit cards or any credit cards have been reported to the bank or other originator, as applicable, as lost or stolen, so long as the balance of all receivables included in those accounts is reflected on the books and records of the bank or other originator, as applicable, as “zero” and charging privileges with respect to all such accounts have been cancelled and are not reinstated.

For purposes of the above representations and warranties, an eligible receivable is a receivable:

On each day on which transferred receivables are transferred to the trust, we will also make representations and warranties to the trust as to:

If any of the representations and warranties described in the immediately preceding paragraph is false in any material respect and the breach of the representation or warranty has a material adverse effect on the transferred receivables or the availability of the proceeds of the transferred receivables to the trust, then we will be obligated to accept retransfer of all of the transferred receivables. We will be permitted 60 days after we receive notice of such breach from the trust, or a longer period, not to exceed 120 days, as may be specified in the notice from the trust, to cure the breach.

The reassignment price would equal the aggregate amount of outstanding transferred receivables as of the end of the last preceding Monthly Period, but will in no event be less than the aggregate outstanding principal amounts for all series of notes, in each case as of the payment date on which the reassignment is scheduled to be made, plus accrued and unpaid interest on the notes through the payment date, plus any other amounts specified for any series in the related indenture supplement. The minimum reassignment price for your series will equal the redemption amount described under “ Description of Series Provisions—Redemption Amount .”

Reassignment of any affected receivables or all of the transferred receivables to us, as the case may be, is the sole remedy respecting any breach of the representations and warranties described above.

Representations and Warranties of the Sellers

In the receivables sale agreement, the bank and each other person designated as a seller thereunder (other than RFS Holding, Inc.) represents and warrants to us as of each date on which receivables are transferred to us that:

agreement and upon creation of each transferred receivable, be prior to all other liens other than liens permitted by the receivables sale agreement;

For purposes of the representations above and the criteria for eligible receivables described below, liens permitted by the receivables sale agreement include liens for taxes or assessments or other governmental charges not yet due and payable, unperfected workers’, mechanics’, suppliers’ or similar liens arising in the ordinary course of business and liens created in favor of, or created by, us.

If any of these representations is not true in any material respect for any receivables as of the date specified in the representation and as a result of the breach any receivables in the related account become defaulted receivables or our rights in the transferred receivables or the proceeds of the transferred receivables are impaired or are not available to us free and clear of any lien, other than liens permitted by the receivables sale agreement, those receivables will be deemed to be an ineligible receivable and will be subject to repurchase by the bank or the applicable seller as described below. The seller will be permitted 60 days to cure the breach or a longer period not to exceed 120 days agreed to by us after the seller discovers the breach or receives notice of the breach from us.

The applicable seller will repurchase each ineligible receivable for a purchase price equal to the purchase price paid by us for that receivable, less any principal collections received on the receivable since the date we purchased the receivable. The bank will pay the repurchase price on the first date on which additional receivables are sold to us after the repurchase obligation arises. The repurchase price will first be netted against the purchase price payable by us for receivables sold by the bank to us on the repurchase date, except that if we inform the bank that we require funds to make payments on account of the related ineligible receivable under the transfer agreement, trust receivables purchase agreement or one of the other transaction documents, the bank will instead pay the full repurchase price to us in cash. In the case of receivables reassigned to PLT Holding, the repurchase price will be payable in cash not later than the payment date following the Monthly Period in which the repurchase obligation arises.

In the receivables sale agreement, the bank and each other person designated as a seller thereunder (other than RFS Holding, Inc.) will also make representations and warranties to us as to:

If any of the representations and warranties described in the immediately preceding paragraph is false in any material respect and the breach of the representation or warranty has a material adverse effect on the transferred receivables or the availability of the proceeds of the transferred receivables to us, then the bank or the applicable seller will be obligated to accept retransfer of all of the transferred receivables or in the case of PLT Holding, the transferred receivables that were transferred by PLT Holding to us. Such person will be permitted 60 days after it receives notice of such breach, or a longer period, not to exceed 150 days, as may be specified in the notice, to cure the breach.

In the case of a breach by the bank, the reassignment price would be payable on the first payment date following the Monthly Period in which the reassignment obligation arises and would be equal to the aggregate amount of outstanding transferred receivables as of the end of the last preceding Monthly Period, but will in no event be less than the aggregate outstanding principal amounts for all series of securities, as of the payment date on which the reassignment is scheduled to be made, plus accrued and unpaid interest on the securities through the payment date, plus any other amounts specified for any series in the related indenture supplement. The minimum reassignment price for your series will equal the redemption amount described under “ Description of Series Provisions—Redemption Amount .” In the case of a breach by PLT Holding, PLT Holding would only be required to repurchase the portion of transferred receivables transferred by it, and the purchase price payable by PLT Holding would be determined as described above as if the related transferred receivables were ineligible receivables.

Addition of Trust Assets

We have the option to designate additional accounts to the trust portfolio, the receivables in which will be sold to us and assigned by us to the trust, if the bank is willing to designate additional accounts under the receivables sale agreement. We may continue designating additional accounts without obtaining confirmation of the ratings of any outstanding notes, so long as the following limits are not exceeded:

measured for each such additional account as of the date that additional account was designated to be added to the trust; or

We may exceed these limitations or add accounts acquired by the bank from a third-party financial institution or accounts in a new private label or co-branded credit card program if the Rating Agency Condition is satisfied for all outstanding series of notes.

If at the end of any Monthly Period, the Free Equity Amount is less than the Minimum Free Equity Amount, we will be required to designate additional accounts to the trust and assign the related receivables to the trust on or prior to the tenth business day following that Monthly Period unless the Free Equity Amount, calculated after giving effect to any payment of principal on any outstanding series of notes to occur on the following payment date, is at least equal to the Minimum Free Equity Amount as of the close of business on any day that is after the last day of such Monthly Period but on or prior to the tenth business day following such Monthly Period. The amount of the required addition is the amount necessary so that the Free Equity Amount as of the close of business on the addition date, calculated after giving effect to any payment of principal on any outstanding series of notes to occur on the following payment date, would at least equal the Minimum Free Equity Amount.

In addition, if at the end of any Monthly Period the Note Trust Principal Balance is less than the Required Principal Balance, we will be required to designate additional accounts to the trust and assign the related receivables to the trust on or prior to the tenth business day following that Monthly Period unless the Note Trust Principal Balance, calculated after giving effect to any payment of principal on any outstanding series of notes to occur on the following payment date, is at least equal to the Required Principal Balance as of the close of business on any day that is after the last day of such Monthly Period but on or prior to the tenth business day following such Monthly Period. The amount of the required addition is the amount necessary so that the Note Trust Principal Balance as of the close of business on the addition date would at least equal the Required Principal Balance, calculated after giving effect to any payment of principal on any outstanding series of notes to occur on the following payment date.

When we transfer receivables in additional accounts to the trust, we must satisfy several conditions, including:

As described in more detail under “ Review of Pool Asset Disclosure ,” in connection with account additions, we periodically identify accounts that meet the trust eligibility criteria described under “ The Trust Portfolio—Representations and Warranties of the Depositor ” by screening the inventory of accounts owned by the bank (including accounts acquired from third party originators) for the applicable characteristics. No party will independently verify that the above conditions for the designation of additional accounts have been met.

Removal of Accounts

We also have the right to remove accounts from the list of designated accounts and to require the reassignment to us or our designee of all receivables in the removed accounts, whether the receivables already exist or arise after the designation. Our right to remove accounts is subject to the satisfaction of several conditions, including that:

(3)          except in the case of removed accounts designated for purchase by a retailer under the terms of the retailer’s credit card agreement with the bank, the principal amount of the receivables in the removed accounts will

not exceed the lesser of (i) the excess of the Free Equity Amount over the Minimum Free Equity Amount or (ii) the excess of the aggregate outstanding balance of principal receivables, after giving effect to any discounting to treat a portion of transferred principal receivables as finance charge receivables, over the Required Principal Balance.

In addition, we may from time to time, remove accounts designated for purchase by a retailer under the terms of the retailer’s credit card program agreement with the bank. The repurchase price for these receivables will be calculated as if the receivables were ineligible receivables. Amounts received by the trust for these removed receivables will be treated as collections of transferred principal receivables.

From time to time, we may also designate accounts that meet one of the following criteria as removed accounts without satisfying the conditions described above: (a) accounts that have had a zero balance and on which no charges have been made for at least the preceding twelve months; or (b) accounts the obligor of which has agreed to open a credit card account in a related co-branded or dual credit card program in substitution for such account, provided that the balance of such account is zero or has been reduced to zero in connection with a balance transfer to the related co-branded or dual credit card account.

No party will independently verify that the above conditions for the removal of accounts have been met.

Notice of Changes in Trust Portfolio

If the designation of additional accounts or removal of accounts materially changes the composition of the trust portfolio, we will include updated information with respect to the composition of the trust portfolio in a report on Form 10-D, which will be filed with the SEC, unless similar information with respect to the trust portfolio was otherwise previously filed in a periodic report filed with the SEC pursuant to the Exchange Act or filed with the SEC in connection with the filing by us of a prospectus or registration statement relating to the trust.

Receivables Performance

The trust portfolio includes a subset of the accounts arising in the bank’s private label and co-branded credit card programs for specified retailers. We refer to these specified retailers as the “approved retailers.” The approved retailers are listed in the table “ Composition by Retailer ” under “ Composition of the Trust Portfolio ” below.

The tables below contain performance information for the receivables in the trust portfolio for each of the periods shown. The composition of the trust portfolio is expected to change over time and accounts arising in the private label and co-branded card programs for additional retailers may be added to the trust portfolio in the future.

For purposes of the tables in this section:

Delinquency and Loss Experience

The following tables set forth the aggregate delinquency and loss experience for cardholder payments on the credit card accounts in the trust portfolio for each of the dates or periods shown. Please note that numbers and percentages presented in the tables in this section may not sum to the totals presented due to rounding.

[Discuss delinquency and loss trends.]