As filed with the United States Securities and Exchange Commission on May 4, 2018

Registration No. 333-__________

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

———————————

FORM SF-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SYNCHRONY CARD FUNDING, LLC

(Depositor to Synchrony Card Issuance 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)

Paul Clancy, Esq.

Structured Finance Counsel

Synchrony Bank

777 Long Ridge Road

Stamford, CT 06902

(203) 585-6818

(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 Card Issuance Trust

Issuing Entity
Central Index Key Number: 0001724789

Enhancement for the Class [●](20[●]-[●]) notes is provided in the form of [outstanding subordinated notes and] the SynchronySeries subordinated transferor amount described in “ Description of SynchronySeries Provisions—Collateral Amount—SynchronySeries Subordinated Transferor Amount .” [In addition, the Class [●](20[●]-[●]) 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 Class [●](20[●]-[●]) notes with [●], as the initial counterparty.]

The Class [●](20[●]-[●]) notes will be paid from the issuing entity’s assets consisting primarily of receivables in a portfolio of revolving credit card accounts owned by Synchrony Bank.

We expect to issue the Class [●](20[●]-[●]) notes in book-entry form on or about [●] [●], 20[●].

[CALCULATION OF REGISTRATION FEE

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

⁽¹⁾        Estimated for purposes of calculating the registration fee.

⁽²⁾        [With respect to any securities denominated in any foreign currency, the amount to be registered shall be the U.S. dollar equivalent thereof based on the prevailing exchange rate at the time such security is first offered.]

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.

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 (Synchrony Card Funding, LLC) have not authorized anyone to provide you with different information. We are not offering the Class [●](20[●]-[●]) notes in any state where the offer is not permitted.

We include cross-references in this prospectus to captions herein 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 Class [●](20[●]-[●]) 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 Class [●](20[●]-[●]) notes pursuant to the indenture on the closing date, the issuing entity will be relying on an exemption from registration set forth in Rule 3a-7 under the Investment Company Act, although the issuing entity may be entitled to rely on other statutory or regulatory exclusions and exemptions under the Investment Company Act on the date of this prospectus, on the closing date or in the future.  The issuing entity has been structured so as not to constitute a “covered fund” for purposes of the regulations adopted under Section 13 of the Bank Holding Company Act of 1956, 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⁾    Ratings on the offered notes are expected to be monitored by the Hired Agencies while the offered notes are outstanding.

^[(2)    Further disclosure of how LIBOR is determined is included in “ Summary of Terms—Interest on the Notes ” on page [●].]

^[(3)    LIBOR may be replaced with another benchmark index for floating rate tranches.]

Structural Summary

This summary is a simplified presentation of the major structural components of the trust’s notes, including the offered notes. 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 offered notes.

Issuing Entity

The offered notes will be issued by Synchrony Card Issuance 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 is Citibank, N.A. and the Delaware trustee of the trust is Citicorp Trust Delaware, National Association. The offered notes will be issued under an indenture, as supplemented by an indenture supplement and a terms document, each between the trust and the indenture trustee. The trust’s principal offices are at the following address: c/o Synchrony Bank, 777 Long Ridge Road, Stamford, Connecticut 06902. The contact phone number is (877) 441-5094.

The indenture trustee is The Bank of New York Mellon.

Synchrony Card Funding, LLC

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

Collateral for the Notes

The notes are secured by a pool of receivables that arise under certain of the bank’s 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 and small and medium-sized business credit products. Unless the context requires otherwise, references herein to co-branded cards are references to dual cards, which combine features and benefits of private label credit cards with multi-merchant acceptance of general purpose credit cards. 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 bank has selected the accounts in the current trust portfolio from among a subset of its dual card and private label credit card programs.

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

As of [●] [●], 20[●]:

For additional information, see “ Composition of the Trust Portfolio ” in Annex IV.

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 .”

Compliance with Underwriting Criteria

As described in “ 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 for such cardholder by the automated system, the request is forwarded to the Credit Solutions group for consideration if such cardholder received the highest internal credit rating from the internal system. Applicants with lower credit ratings are offered the maximum credit line permitted by the automated system without any review by the Credit Solutions group.

We have reviewed the credit line decisions made by the Credit Solutions group that were identified by the bank’s surveillance team as described in “ Review of Pool Asset Disclosure ” between [●] [●], 20[●] and [●] [●], 20[●] for credit line decisions relating to the Retail Card platform that were exceptions to the underwriting guidelines disclosed in this prospectus. Based on our review, the number of credit line decisions for which exceptions were identified represents less than [●]% of accounts for which credit was granted during such time periods. Our review of the transferred receivables and the disclosure and the results of the review are described in “ Review of Pool Asset Disclosure ” and “ Compliance with Underwriting Criteria ” below.

¹ As described under “ Annex IV: Performance of the Selected Portfolio and Trust Portfolio ,” the total number of accounts disclosed in this prospectus as of any date and used for purposes of calculating certain other statistical information presented in this prospectus, including the statistical information presented in this structural summary, includes certain accounts that have been closed due to the related credit card or cards being lost or stolen or the account being subject to fraudulent activity.

Addition of Assets to the Trust

When an account has been designated as a trust account, the 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. The bank has the option to designate additional accounts, which must meet the criteria for eligible accounts described in “ The Trust Portfolio—Representations and Warranties of the Depositor ,” 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.

See “ The Trust Portfolio—Addition of Trust Assets ” for a more detailed description of the limitations on our ability to designate additional accounts. In addition, the 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, the free equity amount is less than a specified minimum free equity amount or the risk retention transferor amount is less than the required risk retention transferor amount. The requirements to designate additional accounts upon the occurrence of any of the foregoing shortfalls—referred to herein as an “asset deficiency”—are more fully described in “ The Trust Portfolio—Addition of Trust Assets .”

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, subject to the satisfaction of the rating agency condition. Second, some program partners 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 program partner exercises this right, we will remove the related accounts from the list of designated accounts and repurchase the related receivables and are not required to satisfy the rating agency condition or obtain the consent of noteholders. The conditions that must be satisfied when we remove accounts from the list of designated accounts are more fully described in “ The Trust Portfolio—Removal of Accounts .”

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 permits any rescission or cancellation of a transferred receivable except as ordered by a court of competent jurisdiction or other governmental authority or in accordance with the bank’s credit and collection policies and such rescission or cancellation results in a material impairment of the trust’s rights in the transferred receivables or their proceeds. 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 Servicer—Servicer’s Representations, Warranties and Covenants .”

Other Series, Classes and Tranches of Notes

The trust has issued other series of notes and may issue additional series of notes from time to time in the future. The trust [has also issued other classes and tranches of SynchronySeries notes and] may issue additional classes and tranches of SynchronySeries notes in the future. A summary of the series, classes and tranches of notes expected to be outstanding as of the closing date is in “ Annex I: Other Outstanding Series, Classes and Tranches .” Neither you nor any other noteholder will have the right to receive notice of, or consent to, the issuance of future series, classes or tranches of notes.

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

SynchronySeries

The offered notes are a tranche of the Class [●] notes of the SynchronySeries.

The offered notes have, and each other tranche of notes has, an initial principal amount, an outstanding dollar principal amount and a nominal liquidation amount. The initial dollar principal amount of the offered notes is the initial dollar principal amount specified in “ Offered Notes .” The outstanding dollar principal amount is determined by subtracting from the initial principal amount all amounts remitted in respect of principal with respect to the offered notes pursuant to “ Description of SynchronySeries Provisions—Withdrawals from the Principal Funding Account ” since the closing date. For a description of how to determine, as of any date, the nominal liquidation amount of the offered notes, see “ Description of SynchronySeries Provisions—Collateral Amount—Nominal Liquidation Amount .”

Tranches of notes within a class of SynchronySeries notes may be issued on different dates and have different stated principal amounts, interest rates, interest payment dates, scheduled principal payment dates, legal maturity dates and other varying characteristics.

The SynchronySeries consists of four classes of notes: Class A notes, Class B notes, Class C notes and Class D notes. The Class A notes are senior to the Class B notes, Class C notes and Class D notes. The Class B notes are senior to the Class C notes and Class D notes. The Class C notes are senior to the Class D notes. The scheduled principal payment dates and the legal maturity dates of the tranches of senior and subordinated notes will in most cases be different. Some tranches of subordinated notes may have scheduled principal payment dates and legal maturity dates earlier than the offered notes or all of the tranches of senior notes. However, tranches of subordinated notes will not be repaid before their legal maturity dates unless, after payment of those tranches of subordinated notes, the remaining tranches of

subordinated notes and the SynchronySeries subordinated transferor amount provide the required enhancement for the senior notes. In addition, tranches of senior notes will not be issued unless after issuance the outstanding subordinated notes and the SynchronySeries subordinated transferor amount provide the required subordinated amount for all outstanding tranches of senior notes. See “ Description of SynchronySeries Provisions—Application of SynchronySeries Available Principal Collections .”

See “ Annex I: Other Outstanding Series, Classes and Tranches ” for additional information on other outstanding notes issued, or expected to be issued, on or prior to the issuance of the offered notes, by the trust.

Equity Amount

We refer to the excess of (A) the sum of (i) the total amount of principal receivables held by the trust, plus (ii) any balance in the excess funding account and the amount of principal collections on deposit in other trust accounts, over (B) the aggregate outstanding principal amount of all of the trust’s notes as the equity amount. A portion of the equity amount in an amount equal to the SynchronySeries subordinated transferor amount provides credit enhancement by absorbing losses on the transferred receivables allocated to the SynchronySeries to the extent not covered by finance charge collections available to the SynchronySeries.

The equity amount at any time may exceed the SynchronySeries subordinated transferor amount and any subordinated transferor amounts 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 minimum free equity percentage for any series, class or tranche of outstanding notes and the aggregate transferred principal receivables. The minimum free equity percentage for the SynchronySeries is [●]%. [The highest required minimum free equity percentage for any outstanding series, class or tranche of notes as of the date of this prospectus is [●]%.] The servicer may, from time to time, change the minimum free equity percentage for a series, class or tranche of notes; provided, that the servicer must satisfy the rating agency condition before reducing the minimum free equity percentage of a series, class or tranche of notes.

The SynchronySeries subordinated transferor amount 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 the SynchronySeries:

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 the SynchronySeries a portion of collections and charged-off principal receivables.

The portion of collections and charged-off principal receivables allocated to the collateral amount for the SynchronySeries will be based mainly upon the ratio of the sum of the nominal liquidation amounts for all classes or tranches of SynchronySeries notes plus the SynchronySeries subordinated transferor amount to the aggregate amount of principal receivables held by the trust. The nominal liquidation amounts used to calculate this ratio for purposes of allocating principal collections will vary depending on whether tranches of SynchronySeries notes are in a revolving period, an accumulation period or an amortization period.

For most purposes, the nominal liquidation amount of each tranche of notes and the SynchronySeries subordinated transferor amount used in determining these ratios will be reset no less frequently than at the end of each Monthly Period. However, for any tranche of SynchronySeries notes in an amortization or accumulation period, the nominal liquidation amount for such tranche as of the end of the revolving period will be used for purposes of the ratio used for allocations of principal collections.

References in this prospectus to the Monthly Period related to any payment date for the offered notes refer to, for the [●] 20[●] payment date, the period beginning on the closing date and ending on [●] [●], 20[●], and for each payment date thereafter, the calendar month immediately preceding such payment date.

Investor Charge-Offs

With respect to each Monthly Period, if the aggregate amount of charged-off principal receivables allocated to the SynchronySeries exceeds the sum of (x) the amount of finance charge collections and certain investment earnings and other amounts treated as finance charge collections available to cover such amount as described in “— Application of Finance Charge Collections ” below and in “ Description of SynchronySeries Provisions—Application of SynchronySeries Available Finance Charge Collections ,” (y) the amount of shared excess available finance charge collections that would have been allocated to your series if all noteholder collections had been deposited into the collection account minus the amount of servicing fee and interest due on you notes and (z) other amounts received as a result of derivative agreements that are specified to be treated as finance charge collections, an investor charge-off will occur. Investor-charge offs will first reduce the SynchronySeries subordinated transferor amount, and if the SynchronySeries subordinated transferor amount is reduced to zero, the portion of such investor charge-offs allocated to the notes of the SynchronySeries will reduce the nominal liquidation amount for the SynchronySeries notes, including the offered notes, as described in “ Description of SynchronySeries Provisions—Allocation of Charged-off Receivables; Investor Charge-offs. ”

Collateral Amount

As of any date of determination, the collateral amount for the SynchronySeries is equal to the sum of the nominal liquidation

amounts of all the SynchronySeries notes and the SynchronySeries subordinated transferor amount, each as of such date.

Nominal Liquidation Amount

The nominal liquidation amount for any class of SynchronySeries notes will equal the aggregate of the nominal liquidation amounts for all tranches of that class of SynchronySeries notes. The nominal liquidation amount for the SynchronySeries notes will equal the aggregate of the nominal liquidation amounts for all classes of SynchronySeries notes.

The nominal liquidation amount for each tranche of SynchronySeries notes, including the offered notes, will initially equal the initial dollar principal amount of such tranche of notes, which, for the offered notes, is set forth in “ Offered Notes .” The nominal liquidation amount will be increased from time to time by:

The nominal liquidation amount of each tranche of SynchronySeries notes, including the offered notes, will be reduced from time to time by:

SynchronySeries Subordinated Transferor Amount

As described in “— Credit Enhancement ” below and in “ Description of SynchronySeries Provisions—Collateral Amount—SynchronySeries Subordinated Transferor Amount ,” the SynchronySeries subordinated transferor amount provides credit enhancement to the SynchronySeries notes by absorbing reductions in the collateral amount because of reallocated principal collections and investor charge-offs. If the total amount of these types of reductions exceeds the SynchronySeries subordinated transferor amount, and the nominal liquidation amount is reduced as a result of investor charge-offs, then the offered notes may not be repaid in full.

The SynchronySeries subordinated transferor amount as of the issuance of the offered notes will equal $[●]. The SynchronySeries subordinated transferor amount will be increased from time to time by:

The SynchronySeries subordinated transferor amount will be reduced from time to time by:

Required Collateral Amount

Immediately after giving effect to the issuance of a tranche of SynchronySeries notes, the SynchronySeries collateral amount must be at least equal to the required collateral amount. The required collateral amount for the SynchronySeries notes is an amount, rounded to the second decimal place, equal to the greatest of:

provided, in each case, that if an early amortization event has occurred with respect to any tranche of notes of the SynchronySeries, the adjusted outstanding dollar principal amount of such tranche as of the close of business on the day preceding the occurrence of the early amortization event will be used for the above described calculations. The adjusted outstanding dollar principal amount for any tranche of notes of the SynchronySeries will equal the outstanding dollar principal amount of all outstanding notes of such tranche, less any funds on deposit in the principal funding sub-account or the note retirement sub-account for such tranche.

Discount Option

For each program partner, we have the option to reclassify a fixed discount percentage of principal receivables existing in the accounts related to such program partner as finance charge receivables to be

allocated with all other collections of finance charge receivables. We may not designate, increase, reduce or eliminate a discount percentage unless we (i) obtain the consent of the trust, (ii) deliver to the trust an officer’s certificate certifying that we reasonably believe that doing so would not (a) cause an early amortization event or an event of default or (b) materially and adversely affect the amount of distributions to be made to the noteholders of any series, class or tranche of notes and (iii) provide prior written notice to the trust, the servicer and each rating agency hired to rate any outstanding series, class or tranche of notes. See “ Description of the Notes—Discount Option .”

Unless otherwise indicated, references to principal receivables and principal collections exclude the discount percentage, if any, of principal receivables and principal collections, and references to finance charge receivables include the discount percentage, if any, of principal receivables and principal collections.

Application of Finance Charge Collections

The indenture trustee will apply the SynchronySeries’ share of collections of finance charge receivables each month in the following order of priority:

Collections of finance charge receivables, recoveries 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 the SynchronySeries as described in “ Description of the Notes—Shared Excess Available Finance Charge Collections .”

If the SynchronySeries’ share of collections of finance charge receivables for any month is insufficient to make the payments described in the second bullet point through the fifth bullet point above, then the SynchronySeries’ share of such collections will be paid first , to each tranche of Class A notes, second , to each tranche of Class B notes, third , to each tranche of Class C notes, and fourth , to each tranche of Class D notes, in each case pro rata within the related class based on the ratio of the amount targeted to be paid to a tranche of notes to the amount targeted to be paid to all tranches of notes of such class.

Application of Principal Collections

After applying the SynchronySeries’ share of principal collections to make up for shortfalls in the SynchronySeries’ share of finance charge collections as described below in “ —Reallocation of Principal Collections ,” the indenture trustee will apply the SynchronySeries’ remaining share of collections of principal receivables to make targeted deposits to the principal funding sub-accounts and the note retirement sub-accounts for the SynchronySeries notes. The targeted deposits to the principal funding sub-account and note retirement sub-account for each tranche of SynchronySeries notes will be determined based on whether that tranche is in a revolving period or an amortization period and whether the credit enhancement for such tranche is at least equal to the required subordinated amount for the related class. [[Insert description of any deposits targeted to be made with respect to any payments to a derivative counterparty.] On [each date on which payment is required under the [derivative agreement]][the scheduled principal payment date], amounts on deposit in the principal funding sub-account for [insert applicable tranche of notes] will be withdrawn to the extent necessary make the payments due to the derivative counterparty on such date.]

If the SynchronySeries’ share of principal collections is not sufficient to make all deposits targeted to be made to the principal funding sub-accounts and note retirement sub-accounts for all tranches of SynchronySeries notes, then such deposits will be allocated among the classes and tranches of SynchronySeries notes as described under “ Credit Enhancement—Subordination ” in this summary.

Revolving Period

The revolving period for a tranche of SynchronySeries notes will begin on the date such tranche is issued and will end on the earlier of the accumulation

commencement date and the date an early amortization event occurs with respect to such trance. During the revolving period for a tranche of SynchronySeries notes, no principal will be paid to, or accumulated for the benefit of, such tranche of notes.

Accumulation Period

Beginning on the accumulation commencement date of each tranche of SynchronySeries notes, including the offered notes, available principal collections will be used to deposit to the principal funding sub-account for each tranche of notes the controlled accumulation amount for such tranche of notes, plus any controlled accumulation amounts due on prior payment dates that have not yet been deposited into the principal funding sub-account for such tranche of notes, plus , in the Monthly Period immediately preceding the scheduled principal payment date for such tranche of notes, any additional amounts necessary so that the amount on deposit in the principal funding sub-account for such tranche of notes equals the nominal liquidation amount for such tranche of notes. On the scheduled principal payment date for such tranche of notes, amounts on deposit in the related principal funding sub-account will be paid to the holders of the notes of such tranche.

Amortization Period

After an early amortization event with respect to any tranche of SynchronySeries notes, including the offered notes, such tranche’s share of principal collections will be paid monthly to the holders of the notes of such tranche until such tranche of notes is paid in full. The early amortization events are described below in this summary and in “ Description of SynchronySeries Provisions—Early Amortization Events ” and in “ Description of the Notes—Early Amortization Events .”

Reallocation of Principal Collections

During any of the above periods, principal collections allocated to the SynchronySeries may be reallocated, if necessary, to make required payments of interest [and required swap payments] on the SynchronySeries notes and servicing fee payments not made from the SynchronySeries’ 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 the SynchronySeries. This reallocation is one of the ways that the offered notes obtain the benefit of subordination, as described in “ Credit Enhancement ” in this summary. The amount of reallocated principal collections available to each class of SynchronySeries notes is limited by the aggregate nominal liquidation amount of the SynchronySeries notes subordinated to such class plus the SynchronySeries subordinated transferor amount. Each reallocation of principal collections will cause a reduction first , in the SynchronySeries subordinated transferor amount, second , in the nominal liquidation amount of the Class D notes of the SynchronySeries, third , in the nominal liquidation amount of the Class C notes of the SynchronySeries, fourth , in the nominal liquidation amount of the Class B notes of the SynchronySeries, and fifth , in the nominal liquidation amount of the Class A notes of the SynchronySeries.

Shared Principal Collections

The SynchronySeries is a principal sharing series. See “ Description of the Notes—Shared Excess Available Principal Collections .”

Collections of principal receivables allocated to the collateral amount that are not needed to make deposits or payments for the SynchronySeries will be: first , made available to other series, second , deposited into the excess funding account if needed to cure an asset deficiency, and third , distributed to us or our assigns.

Interest on the Offered Notes

The offered notes will accrue interest from and including the closing date to but excluding the initial payment date, and for each following interest period at the applicable rate per annum specified below:

[[LIBOR] plus][●]%

Interest on the offered 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 offered 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, as of 11:00 a.m., London time, on that date; provided that if LIBOR for such interest period is less than 0.00%, then LIBOR for such interest period will be deemed to be 0.00%. If that rate does not appear on that system, LIBOR will be determined as described in “ Description of SynchronySeries Provisions—Interest Payments .”]

Credit Enhancement

Subordination

Credit enhancement for the offered notes includes the subordination of [the Class B notes, the Class C notes and the Class D notes of the SynchronySeries] and the SynchronySeries subordinated transferor 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 SynchronySeries subordinated transferor amount is subordinated to all of the classes of notes of the SynchronySeries, so it will absorb shortfalls and collateral deterioration before any class of notes of the SynchronySeries.

If the SynchronySeries’ share of principal collections is not sufficient to make all deposits targeted to be made to the note retirement sub-accounts and principal funding sub-accounts of the SynchronySeries notes, then such amounts will be allocated first , to the note retirement sub-accounts and principal funding sub-accounts of each tranche of Class A notes of the SynchronySeries, second , to the note retirement sub-accounts and principal funding sub-accounts of each tranche of Class B notes of the SynchronySeries, third , to the note retirement sub-accounts and principal funding sub-accounts of each tranche of Class C notes of the SynchronySeries, and fourth , to the note retirement sub-accounts and principal funding sub-accounts of each tranche of Class D notes of the SynchronySeries, in

each case pro rata based on the ratio of the amount targeted to be deposited for a tranche of notes to the aggregate amount targeted to be deposited for all tranches of notes of the related class.

A tranche of subordinated notes that reaches its scheduled principal payment date, or that has an early amortization event, event of default and acceleration, or an optional redemption, will not be paid to the extent that that tranche is necessary to provide the required subordination for tranches of senior notes. If a tranche of subordinated notes cannot be paid because of the subordination provisions of the senior notes, prefunding of the principal funding subaccounts for tranches of senior notes will begin. With respect to any Monthly Period and any class of SynchronySeries notes other than the Class D notes, after giving effect to all allocations, payments and deposits to be made with respect to such Monthly Period and the immediately succeeding Monthly Period, an aggregate amount, which we refer to as the prefunding target amount, for such senior class, equal to the excess of (i) the required subordinated amount for such class of notes over (ii) the sum of the nominal liquidation amounts for all subordinated classes of SynchronySeries notes and the SynchronySeries subordinated transferor amount, will be deposited into the note retirement sub-accounts for each tranche of such class of notes, pro rata based on the nominal liquidation amount of each such tranche.

Notwithstanding the foregoing, principal collections will not be deposited in the principal funding sub-account of any tranche of SynchronySeries notes unless (i) the prefunding target amounts for the more senior classes of notes would be equal to zero after such deposit or (ii) all targeted deposits have been made to the note retirement sub-accounts for the related Monthly Period.

[Cash Collateral Guaranty][Cash Collateral Account]

The offered 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 SynchronySeries 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 SynchronySeries Provisions—Credit Enhancement—[Cash Collateral Guaranty][Cash Collateral Account] .”]

[Derivative Agreement

The offered 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 the counterparty to the derivative agreement in exchange for the trust’s payments to the counterparty, to the extent required under the derivative agreement. [Describe specific terms of the derivative agreement 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 [●](20[●]-[●]) derivative agreement is [●], a [●]. See “ Derivative Counterparty. ”

[If the aggregate significance percentage of the 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 the 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 the swap counterparty under the Class [●](20[●]-[●]) derivative agreement or from the early termination of the derivative agreement, see “ Risk Factors—Risks Relating to the Securitization Structure—Default by a counterparty to a derivative contract or termination of a derivative contract could lead to the commencement of an early amortization ” and [“ Description of SynchronySeries Provisions—Credit Enhancement—Derivative Agreement ” and “ Description of SynchronySeries Provisions—Early Amortization Events. ”]

[[Surety Bond][Insurance Policy]

[Insurance with respect to the offered notes will be provided by one or more insurance companies. This insurance will guarantee, with respect to the offered notes, [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 the offered notes to assure distributions of interest or principal with respect to the offered 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 of the cash flow supporting the offered notes, provide the name of such enhancement provider, the organizational form of such enhancement provider and the general character of the business of such enhancement provider as required by Items 1114(b)(1)(i)-(iii) 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 10% or more, but less than 20%, of the cash flow supporting the offered 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 the offered notes, provide financial data required by Item 1114(b)(2)(ii) of Regulation AB.]]

Class D Reserve Account

Support for the Class D notes of the SynchronySeries will be provided by the Class D reserve account. The Class D reserve account will be funded by deposits of finance charge collections allocated to the SynchronySeries as described above in “ —Application of Finance Charge Collections .” The Class D reserve account will be established to assist with the subsequent distribution of principal or interest on the Class D notes of the SynchronySeries.

[Interest Rate Swaps]

The trust [has][will] enter[ed] into an interest rate swap for the offered notes covering the period from the closing date through the legal maturity date.

The notional amount of the Class [●](20[●]-[●]) interest rate swap will, for each interest period, equal the outstanding dollar principal amount of the offered notes as of the end of the first day of the related interest period. Under the swap, prior to each payment date, two interest amounts will be calculated on the outstanding dollar principal amount of the offered notes:

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 the Class [●](20[●]-[●]) 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 the 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 [●](20[●]-[●]) interest rate swap is [●], a [●]. See “ Derivative Counterparty. ”

[If the aggregate significance percentage of the 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 the 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 the swap counterparty under the Class [●](20[●]-[●]) interest rate swap or from the early termination of the interest rate swap, see “ Risk Factors— Risks Relating to the Securitization Structure—Default by the swap counterparty or termination of the Class [●](20[●]-[●]) interest rate swap could reduce or delay payments and may cause commencement of an early amortization or a reduction in the

ratings of the offered notes ” and “ Description of SynchronySeries Provisions—Interest Rate Swaps ” and “ —Early Amortization Events. ”]

Early Amortization Events

The early amortization events with respect to each tranche of SynchronySeries notes, including the offered notes, are:

The early amortization events for the SynchronySeries notes, including the offered notes, are more fully described in “ Description of SynchronySeries Provisions—Early Amortization Events .”

Events of Default

Each class and tranche of SynchronySeries notes, including the offered notes, is subject to the events of default described in “ Description of the Notes—Events of Default; Rights upon Event of Default .” 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 SynchronySeries notes, including the offered notes, and the principal amount of all other series, classes and tranches of notes automatically will become immediately due and payable. If any other event of default occurs and continues with respect to the SynchronySeries notes or a specific class or tranche of SynchronySeries notes, including the offered notes, the indenture trustee or holders of more than 66⅔% of the then-outstanding principal amount of the applicable notes may declare the principal amount of such 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 SynchronySeries notes or the specific class or tranche of SynchronySeries notes, as applicable, if the related event of default has been cured, subject to the conditions described in “ Description of the Notes—Events of Default; Rights upon Event of Default .”

After an event of default and the acceleration of the SynchronySeries notes or a specific class or tranche of SynchronySeries notes, funds allocated to the applicable 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 such notes to the extent permitted by law. Principal collections and finance charge collections allocated to the SynchronySeries notes or the specific class or tranche of SynchronySeries notes, as applicable, will be applied to make monthly principal and interest payments on such notes until the earlier of the date those notes are paid in full or the legal maturity date.

If the SynchronySeries notes or a specific class or tranche of SynchronySeries notes are accelerated or the trust fails to pay the principal of such notes on the legal maturity date, subject to the conditions described in “ Description of the Notes—Events of Default; Rights upon Event of Default ,” the indenture trustee may, or if directed by the holders of more than 66⅔% of the then-outstanding principal amount of the SynchronySeries notes or the specific class or tranche of SynchronySeries notes, as applicable, will cause the trust to sell principal receivables in an amount equal to the collateral amount for such notes and the related finance charge receivables.

Servicing and Servicer’s Fee

The bank will act as servicer for the trust. The bank may from time to time enter into sub-servicing arrangements with affiliated companies. See “ The Servicer .” The bank, as servicer, receives a fee for its servicing activities, which the servicer may elect to receive on a daily basis from the collections processed on that day or monthly on each payment date. The daily servicing fee allocable to the SynchronySeries for each day will be equal to the product of (a) the result of (i) the aggregate amount of transferred principal receivables determined as of the close of business on the last day of the preceding Monthly Period (or, if a reset date has occurred since the last day of the preceding Monthly Period, the most recent reset date), multiplied by (ii) the result of [●]% divided by twelve (12), multiplied by (iii) the result of one (1) divided by the actual number of days during such Monthly Period and (b) the SynchronySeries floating allocation percentage for such day (or, if such day is not a date of processing, then for the immediately preceding date of processing), calculated as described in “ Description of SynchronySeries Provisions—Allocation Percentages .”

The servicer may alternatively elect to receive a monthly servicing fee for a Monthly Period in lieu of the daily servicing

fee described in the preceding paragraph. The monthly servicing fee allocable to the SynchronySeries for a Monthly Period will equal to the product of (a) the sum of the amount calculated pursuant to clause (a) in the preceding paragraph for each day in the Monthly Period and (b) the average of the SynchronySeries floating allocation percentages for each day during such Monthly Period, calculated as described in “ Description of SynchronySeries Provisions—Allocation Percentages .”

The servicing fee allocable to the SynchronySeries for each payment date will be paid from the SynchronySeries’ share of collections of finance charge receivables each month as described in “— Application of Finance Charge Collections ” above and in “ Description of SynchronySeries Provisions—Application of SynchronySeries Available Finance Charge Collections. ”

Asset Review

The asset representations reviewer is [_____]. If the asset review conditions have been satisfied, then the asset representations reviewer will review the transferred receivables and related accounts for compliance with the pool asset representations. See “ Asset Representations Review ”. The asset representations reviewer will be paid an annual fee by the bank in accordance with a letter agreement between the bank and the asset representations reviewer. Additionally, the asset representations reviewer will be entitled to receive a fee in connection with each asset review, which fee will be paid by the bank.

Optional Redemption

We have the option to redeem each tranche of SynchronySeries notes, including the offered notes, in whole but not in part on any payment date on which the outstanding dollar principal amount of such tranche has been reduced to 10% or less of its highest outstanding principal amount at any time.  The purchase price will be the outstanding principal amount of such tranche of notes plus accrued and unpaid interest and any additional interest on such tranche notes to but excluding the applicable date of redemption.

Tax Status

Subject to important considerations described in “ U.S. Federal Income Tax Consequences ,” Mayer Brown LLP, as tax counsel to the trust, is of the opinion that under existing law the offered 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 a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. By your acceptance of an offered note, you will agree to treat your offered note as debt for federal, state and local income and franchise tax purposes. See “ U.S. Federal Income Tax Consequences ” for additional information concerning the application of U.S. 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, the bank and any sub-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.

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

Subject to important considerations described under “ Certain Considerations for ERISA and Other U.S. Benefit Plans ” in this prospectus, the offered notes are eligible for purchase by persons investing assets of employee benefit plans or individual retirement accounts. Before purchasing any of the offered notes, fiduciaries of such plans or accounts should determine whether an investment in the offered notes is appropriate for such plan or account and are urged to review carefully the matters discussed in this prospectus and to consult with their own legal and financial advisors before making an investment decision. See “ Certain Considerations for ERISA and Other U.S. Benefit Plans ” in this prospectus for additional information.

Credit Risk Retention

In accordance with Regulation RR, either we, as depositor and a wholly-owned affiliate (as defined in Regulation RR) of the bank, 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, together with the amounts on deposit in the excess funding account, in a minimum amount not less than five percent of the aggregate unpaid principal balance of all outstanding notes of the issuing entity, other than notes that are at all times held by the bank or one or more wholly-owned affiliates of the bank and designated as risk retention retained notes pursuant to the related indenture supplement.

With reference to the Existing EU Retention Rules as in effect on the closing date, the bank, as originator, will agree to retain a material net economic interest in an amount not less than five percent of the nominal value of the securitized exposures, in a form that as intended to qualify as an originator’s interest as provided in the applicable regulations. For more information about the EU Retention Rules, see “ European Investment Restrictions .”

For more information about the bank’s retained interest in the transaction, see “ The Sponsor—Credit Risk Retention .”

Risk Factors

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

Ratings

We expect that the offered notes will receive credit ratings from the Hired Agencies.

Any rating assigned to the offered 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 legal maturity date for the offered 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 offered

notes are expected to be monitored by the Hired Agencies while the offered 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.

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

Risk Factors

The following is a summary of the principal risk factors that apply to an investment in the offered notes. You should consider the following risk factors before deciding whether to purchase the offered 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 offered 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 offered notes, but they are not required to do so. We do not intend to apply for the inclusion of the offered notes on any exchange or automated quotation system. A trading market for the offered 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 of the SynchronySeries.

Your interest payments will be subordinate to interest payments on the Class A notes of the SynchronySeries, and your principal payments will be subordinate to principal payments on the Class A notes of the SynchronySeries as follows:

As a result of these features, any allocation of charge-offs or reallocation of principal to the SynchronySeries notes will reduce the nominal liquidation amount of the Class B notes of the SynchronySeries before reducing the nominal liquidation amount of the Class A notes of the SynchronySeries. If the total amount of these reductions exceeds the sum of the SynchronySeries subordinated transferor amount and the nominal liquidation amount of the Class C notes and Class D notes of the SynchronySeries, then the Class B notes of the SynchronySeries 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 SynchronySeries noteholders until the outstanding principal amount of the Class A notes of the SynchronySeries and all accrued and unpaid interest payable to the Class A SynchronySeries noteholders have been paid in full before any payments would be made to the Class B SynchronySeries noteholders.]

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

Your interest payments will be subordinate to interest payments on the Class A notes and the Class B notes of the SynchronySeries, and your principal payments will be subordinate to principal payments on the Class A notes and the Class B notes of the SynchronySeries as follows:

As a result of these features, any allocation of charge-offs or reallocation of principal to the SynchronySeries notes will reduce the nominal liquidation amount of the Class C notes of the SynchronySeries before reducing the nominal liquidation amount of the Class A notes or the Class B notes of the SynchronySeries. If the total amount of these reductions exceeds the sum of the SynchronySeries subordinated transferor amount and the nominal liquidation amount of the Class D notes of the SynchronySeries, then the Class C notes of the SynchronySeries 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 SynchronySeries noteholders until the outstanding principal amount of the Class A notes of the SynchronySeries and all accrued and unpaid interest payable to the Class A SynchronySeries noteholders have been paid in full and then to the Class B SynchronySeries noteholders until the outstanding principal amount of the Class B notes of the SynchronySeries and all accrued and unpaid interest payable to the Class B SynchronySeries noteholders have been paid in full before any payments would be made to the Class C SynchronySeries 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 of the SynchronySeries.

Your interest payments will be subordinate to interest payments on the Class A notes, the Class B notes and the Class C notes of the SynchronySeries, and your principal payments will be subordinate to principal payments on the Class A notes, the Class B notes and the Class C notes of the SynchronySeries as follows:

increase in the SynchronySeries subordinated transferor amount that is available for the outstanding Class A notes, Class B notes and Class C notes of the SynchronySeries.

As a result of these features, any allocation of charge-offs or reallocation of principal to the SynchronySeries notes will reduce the nominal liquidation amount of the Class D notes of the SynchronySeries before reducing the nominal liquidation amount of the Class A notes, the Class B notes or the Class C notes of the SynchronySeries. If the total amount of these reductions exceeds the sum of the SynchronySeries subordinated transferor amount, then the Class D notes of the SynchronySeries 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 SynchronySeries noteholders until the outstanding principal amount of the Class A notes of the SynchronySeries and all accrued and unpaid interest payable to the Class A SynchronySeries noteholders have been paid in full, then to the Class B SynchronySeries noteholders until the outstanding principal amount of the Class B notes of the SynchronySeries and all accrued and unpaid interest payable to the Class B SynchronySeries noteholders have been paid in full and then to the Class C SynchronySeries noteholders until the outstanding principal amount of the Class C notes of the SynchronySeries and all accrued and unpaid interest payable to the Class C SynchronySeries noteholders have been paid in full before any payments would be made to the Class D SynchronySeries noteholders.]

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

The bank transfers the receivables but continues to own the credit card accounts. As owner of the accounts, the 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 the 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 could reduce payments to you.

The primary risk associated with extending credit to the 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. The bank relies principally on the customer’s creditworthiness for repayment of the account and usually has no other recourse for collection. In certain circumstances, the 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 bank’s collection policies if the receivables become uncollectible. The collateral securing your notes will be allocated a portion of these charged-off receivables, which will then be allocated to each class and tranche of SynchronySeries notes. See “ Description of SynchronySeries Provisions—Allocation Percentages ” and “— Allocation of Charged-off Receivables; Investor Charge-Offs .”

If the amount of charged-off receivables allocated to the SynchronySeries exceeds the SynchronySeries subordinated transferor amount plus the nominal liquidation amounts of any SynchronySeries notes subordinated to the offered notes, you may not receive the full amount of principal and interest due to you. See “ Description of SynchronySeries Provisions—Allocation of Charged-off Receivables; Investor Charge-Offs ” and “ The Servicer—Charged-off Receivables; Dilution; Investor Charge-Offs .”

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 transferred receivables. However, neither the owner trustee nor the indenture trustee will make any examination of the transferred 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 transferred receivables may be violated if the related obligors have defenses to payment or offset rights, or our creditors or creditors of the 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 transferred receivables affected by the violation. See “ The Trust Portfolio—Representations and Warranties of the Depositor .”

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

If the bank is terminated as servicer as described in “ The Servicer—Servicer Default; Successor Servicer ,” 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. The Bank of New York Mellon, the indenture trustee, does not have credit card operations. If The Bank of New York Mellon 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.

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

If at the end of any Monthly Period, the amount of receivables in the trust falls below a specified level described in “ The Trust Portfolio—Addition of Trust Assets ,” we will be required to cause the 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, or, in some cases, the last day of the next following Monthly Period. There is no guarantee that the 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 the SynchronySeries, 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 the SynchronySeries. As a result, early amortization events may occur with respect to other series of notes prior to the payment of principal on the SynchronySeries. This could reduce the amount of principal collections available to the SynchronySeries at the time principal collections begin to be accumulated or paid for the benefit of your notes 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 .”

The issuance of new notes could adversely affect the timing and amount of payments on outstanding notes. For example, if additional notes 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 in “ Description of the Notes—Discount Option ,” 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 the SynchronySeries, could go into early amortization.

The note interest rate and the receivables interest rate may reset 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 the bank may assign its obligations as servicer.

Either we or the bank 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 Servicer—Resignation of Servicer ” and “— Merger or Consolidation of Servicer .” The entity assuming the rights and obligations may or may not be affiliated with us or the bank, as applicable. After the assignment, either we or the bank, 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 offered 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, and may be co-branded cards or private label credit cards. 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 offered notes could be adversely affected. See “ The Trust Portfolio—Addition of Trust Assets .”

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 legal 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. None of us, our affiliates, the sponsor or any of the sponsor’s 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 us, the sponsor or 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 offered notes. Further, because of the concentration of obligors on the accounts in the trust portfolio in certain states, any adverse economic factors or natural disasters in those states may have a greater effect on the performance of the trust portfolio than if such

concentration did not exist. See “C omposition of the Trust Portfolio—Composition by Billing Address of the Trust Portfolio ” in Annex IV.

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 bank’s credit card 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 bank’s credit card 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 allocated to the SynchronySeries 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 SynchronySeries Provisions—Allocation of Charged-off Receivables; Investor Charge-Offs ” and “ The Servicer—Charged-off Receivables; Dilution; Investor Charge-Offs .”

[Default by the swap counterparty or termination of the Class [●](20[●]-[●]) interest rate swap could reduce or delay payments and may cause commencement of an early amortization or a reduction in the ratings of the offered notes.

The interest rate swap exposes you to risks arising from the failure of either the swap counterparty or the trust to perform its obligations thereunder or from the early termination of the interest rate swap. If the swap counterparty does not make a required payment, the trust will have less funds available to make interest payments on the offered notes. [Continuance of such failure for five business days will cause an early amortization event.] If either the swap counterparty or the trust does not make a payment due under the interest rate swap, the other party may initiate an early termination of the interest rate swap. If the ratings of the 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 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 swap may be terminated if the swap counterparty fails to do so. If the interest rate swap is terminated or the 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 an early amortization if the trust does not enter into a replacement interest rate swap or enter into an alternative arrangement satisfactory to the rating agencies.

If early amortization 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 offered notes. In addition, the ratings of the offered notes may be reduced, which could affect your ability to sell your notes. See “ Description of SynchronySeries 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.

The trust may enter into one or more derivative contracts for the benefit of your notes. 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 notes 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 an early amortization. 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 notes 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 offered notes may dilute your voting rights.

The trust may offer and sell notes of your tranche 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 offered notes of your tranche. 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.

[Our review of the pool asset disclosure in this prospectus does not provide absolute certainty that the pool asset disclosure is accurate in all material respects.

We performed a review under Rule 193 of the Securities Act of 1933, as amended, of the information required to be included in this prospectus relating to the receivables pursuant to Item 1111 of Regulation AB. Such information is referred to in this prospectus as “Rule 193 Information.” This review is further described under “ Review of Pool Asset Disclosure .” Our review was designed to provide reasonable assurance that the Rule 193 Information is accurate in all material respects, however, the review was not designed, and was not likely, to be sufficient to provide absolute certainty that the Rule 193 Information is accurate in all material respects. We used judgment to determine the scope of the review, and the completion of the review

process required the application of a significant level of human diligence and judgment. As a result, our review was designed and effected to provide reasonable assurance that the Rule 193 Information is accurate in all material respects. Investors should be aware that the review did not provide complete assurance that the Rule 193 Information is, in fact, accurate in all material respects.

The asset representations review process has not been used in credit card securitization transactions and no assurance can be made as to its effectiveness.

If the percentage of receivables that are 60 or more days delinquent reaches or exceeds the delinquency trigger, as discussed in “ Asset Representations Review—Delinquency Trigger ,” and the requisite votes are obtained as described in “ Asset Representations Review—Asset Review Voting ,” the asset representations reviewer will perform a review in accordance with the procedures set forth in the asset representations review agreement.

Credit card securitizations have not previously been subject to an asset representations review process of the nature set forth in the asset representations review agreement. Furthermore, at the time the asset representations reviewer was selected, there were no asset representations reviewers with experience reviewing representations and warranties in credit card securitization transactions.

The review procedures for the asset representations review have been designed to determine whether a receivable under review was not in compliance with the representations and warranties made about it in the transaction documents at the time it was transferred pursuant to the transaction documents. The review is not designed to determine why the obligor is delinquent or the creditworthiness of the obligor. The review is not designed to determine whether the receivable was serviced in compliance with the servicing agreement. The review is not designed to establish cause, materiality or recourse for any non-compliance. The review is not designed to determine whether our origination or underwriting policies and procedures are adequate, reasonable or prudent.

Following any asset representations review, we, the indenture trustee, the bank and the servicer will receive a report of the findings of the asset representations reviewer. If the report identifies any instance of non-compliance with the representations and warranties, as evidenced by a failure to pass the applicable review procedure set forth in the asset representations review agreement and referred to in this prospectus as a “test failure,” and all additional conditions for repurchase have been met, including that the breach met the materiality requirements of the transaction documents and had not been cured during the relevant cure period, then the transferor will be required to repurchase the ineligible receivable. There is no guarantee that a test failure will automatically result in a repurchase obligation. In addition, investors may request that the indenture trustee provide notice to the transferor requesting repurchase of an ineligible receivable, but there is no guarantee that the indenture trustee will decide to do so.

In addition, there may be no correlation between any breach of representations or warranties and any increase in delinquencies.

The certification provided by our chief executive officer does not guarantee that the securitization will produce expected cash flows at times and in amounts to service scheduled payments of interest and the ultimate repayment of principal on the offered notes in accordance with their terms as described in this prospectus.

One of the transaction requirements for the use of a shelf registration statement is the filing at the time of each offering from the shelf of a certification from the chief executive officer of the depositor of the issuing entity concerning the disclosure contained in the prospectus and the structure of the securitization.

While in the certification the chief executive officer expresses a belief that there is a reasonable basis to conclude that the securitization is structured to produce expected cash flows at times and in amounts to service scheduled repayments of interest and the ultimate payment of principal on the offered notes in accordance with their terms, investors should be aware that the certification does not guarantee that the securitization will produce those expected cash flows or that you will not suffer from delays or reductions in or acceleration of repayment on the offered notes.]

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 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 bank’s credit card 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 and demand for credit. 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, charge-offs and allowances for loan losses, and decreasing recoveries. The assessment of the Company’s credit profile includes the evaluation of portfolio mix and account maturation, as well as broader consumer trends, such as payment behavior and overall indebtedness. During 2017, these factors contributed to increases in the Company’s delinquent accounts and the Company’s forecasted net charge-off rate. The Company believes the delinquency rate and net charge-off rate in its portfolio will continue to increase modestly from the credit trends the Company has experienced in recent years, and are likely to increase materially if economic conditions deteriorate.

Economic growth in the United States since the recession 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 U.S. and global markets. A prolonged period of slow economic growth or a significant deterioration in economic conditions or broader consumer trends, including consumer indebtedness, 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 occurrence of an early amortization event for one or more series, classes or tranches of notes, including your notes. 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 of principal during an amortization period. See “ Maturity Considerations .”

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

The bank operates its private label and co-branded credit card programs with various program partners under program agreements, some of which, if not extended, are scheduled to expire while your notes are outstanding. Historically, there has been turnover in the bank’s program partners, and the bank expects that this will continue in the future. There is significant competition for the bank’s existing program 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 program partner’s early termination rights as described below could have a material adverse effect on the bank’s results of operation and financial condition to the extent it

does not acquire new program 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. The 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 program partner 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 scheduled principal payment date for your notes if the related program agreements were not extended.

In addition, the program agreements generally permit the program partners or the 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 program partner 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 the bank and the related program partners.

If a program agreement were terminated as described above and the related program partner were to exercise its right to purchase the related accounts and receivables and the bank were unable to provide receivables arising under newly designated additional accounts to replace those purchased by the program partners, an early amortization event could occur. If an early amortization event occurs 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.

The bank’s results are impacted, to a significant extent, by the financial performance of the bank’s program partners.

The 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 program partners. The retail industry in which the bank’s program partners operate is intensely competitive. The bank’s program partners compete with retailers and department stores in their own geographic areas, as well as catalog and internet sales businesses. The bank’s program partners’ sales may decrease or may not increase as we anticipate for various reasons, some of which are in the program partners’ 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 program partner or industry, or catastrophes affecting broad or more discrete geographic areas. If the bank’s program partners’ 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 the bank from their customers. In addition, if a program partner 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 the bank’s financing products may have less incentive to pay their outstanding balances to the bank, which could result in higher charge-off rates than anticipated and the bank’s costs for servicing its customers’ accounts may increase. This risk is particularly acute with respect to the bank’s largest program partners. Moreover, if the financial condition of a program partner deteriorates significantly or a program partner becomes subject to a bankruptcy proceeding, the bank may not be able to recover for customer returns, customer payments made in program partner stores or other amounts due to the bank from the program partner. A decrease in sales by the bank’s program partners 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 the bank to originate additional receivables to be transferred to the issuing entity. See “— The 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 program partners could reduce collections; and a program partner bankruptcy or other adverse events relating to a program partner included in the trust portfolio may affect the timing and amount of payments to you.

Except for co-branded credit cards, the bank’s ability to generate new receivables is dependent upon sales at or through the program partners. The retailing and credit card industries are intensely competitive. Generally, the program partners 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 program partners will continue to generate receivables at the same rate as in prior years. Also, if a program partner 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.

During the period from 2007 through 2010, the United States 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 program partner becomes subject to a voluntary or involuntary case under any applicable federal or state bankruptcy or other similar law. The bankruptcy of a program partner 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 program partner that is subject to a proceeding under bankruptcy or similar laws. Any of these effects of a program partner bankruptcy could result in the occurrence of an early amortization event for one or more series, classes or tranches of notes, including your notes, particularly if such an event were to occur with respect to a program partner relating to a large percentage of the trust assets. The largest program partner programs included in the trust portfolio are disclosed in “ Composition of the Trust Portfolio—Composition by Program Partner of the Trust Portfolio ” in

Annex IV. If an early amortization event occurs, you could receive payment of principal sooner than expected. See “ Maturity Considerations .”

The bank’s ability to generate new receivables is also dependent upon its ability to compete in the current industry environment. The bank’s program partners generally accept most major credit cards and various other forms of payment, and therefore the bank’s success depends on their active and effective promotion of its products to their customers. The bank depends on its program partners to integrate the use of its credit products into their store culture by training their sales associates about the bank’s products, having their sales associates encourage their customers to apply for, and use, the bank’s products and otherwise effectively marketing the bank’s products. Program partners may also implement or fail to implement changes in their systems and technologies that may disrupt the integration between their systems and technologies and the bank’s systems, which could disrupt the use of the bank’s products. The failure by the bank’s program partners 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 program partners 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 the bank’s brand, the bank may suffer reputational damage and customers may be less likely to use the 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 the bank, a program partner may choose to transfer its program to a competitor.

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. The Company’s primary sources of funding and liquidity are collections from its customers, deposits, funds from securitized financings and proceeds from unsecured borrowings. If the Company does not have sufficient liquidity, the Company may not be able to meet its obligations, particularly during a liquidity stress event. If the Company maintains or is required to maintain too much liquidity, it could be costly and reduce 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 last 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 provisions and/or higher pricing for

committing undrawn capacity to the bank, the 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 the bank’s ability to originate new receivables and the Company’s ability to service the trust portfolio.

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

The Company uses the securitization of its loan receivables as a significant source of funding. Although the securitization market for credit card loan receivables 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 loan receivables 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 loan receivables and the conformity of the loan receivables and its securitization program to rating agency requirements, the costs of securitizing loan receivables and the legal, regulatory, accounting and tax requirements governing securitization transactions. 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 the bank, and therefore the Company would be required to rely on sources outside of the bank, which may not be available or may be available only at higher cost. A prolonged inability to securitize the Company’s loan receivables on favorable terms, or at all, or to refinance the Company’s asset-backed securities would have a material adverse effect on the Company’s business, liquidity, cost of funds and financial condition and the ability of the bank to originate new receivables and to service the trust portfolio.

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

The bank obtains deposits directly from retail and commercial customers or through brokerage firms that offer the bank’s deposit products to their customers. A key part of the bank’s liquidity plan and funding strategy is to continue to fund its growth through direct deposits.

The deposit business is highly competitive, with intense competition in attracting and retaining deposits. The 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. The bank’s ability to originate and maintain retail deposits is also highly dependent on the strength of the bank and the perceptions of consumers and others of its business

practices and its financial health. Adverse perceptions regarding the 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.

The demand for the deposit products that the 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 the 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” and at December 31, 2017 the bank met or exceeded all applicable requirements to be deemed “well-capitalized” for purposes of the FDIA. However, there can be no assurance that the bank will continue to meet those requirements. Limitations on the 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 the bank’s funding costs and liquidity. Any limitation on the interest rates the bank can pay on deposits could competitively disadvantage the bank in attracting and retaining deposits and have a material adverse effect on its business, which could consequently have a material adverse effect on the 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 last financial crisis. The assessment of the Company’s credit profile includes the evaluation of portfolio mix and account maturation, as well as broader consumer trends, such as payment

behavior and overall indebtedness. During 2017, these factors contributed to increases in the Company’s delinquent accounts and the Company’s forecasted net charge-off rate. The Company believes the delinquency rate and net charge-off rate in its portfolio will continue to increase modestly from the low credit trends the Company has experienced in recent years, and are likely to increase materially if economic conditions deteriorate. See “ —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 .” In addition, the Company remains subject to conditions in the consumer credit environment. The Company’s credit underwriting and risk management strategies are used to manage its credit exposures; however there can be no assurance that those 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. 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. In addition, the Company’s collection strategy depends in part on the sale of debt to third-party buyers. Regulatory or other factors may adversely affect the pricing of the Company’s debt sales or the performance of the Company’s third-party buyers, which may result in higher credit losses in the Company’s portfolio.

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 program partners and attract new program partners. The competition for program partners is intense and becoming more competitive. The Company’s primary competitors for program partners include major financial institutions, such as Alliance Data Systems, American Express, Capital One, JPMorgan Chase, Citibank, TD Bank and Wells Fargo, and to a lesser extent, potential program

partners’ 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 program partners 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 program partners have a business model that allows for their program partners to manage underwriting (e.g., new account approval), customer service and collections, and other core banking responsibilities that the Company retains but some program partners may prefer to handle. As a result of competition, the Company may be unable to acquire new program partners, 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 financial technology companies. In the future, the Company expects its products may face increased competition from new emerging payment technologies, such as Apple Pay, Android Pay, Chase Pay, Samsung Pay and Square, 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 offered notes and the creation of additional receivables in the accounts designated to the trust.

If the Company is unable to compete effectively for program partners and customer usage, its business and results of operations could be materially adversely affected, and the bank’s ability to originate new receivables and 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 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 program partners, customers and third parties handling customer information. While the Company’s fraud-related operational losses stabilized in 2016, they have increased significantly in recent years. The Company’s fraud-related losses have shifted away from counterfeit fraud losses with the implementation of the EMV chip in dual cards and general purpose co-branded credit cards and towards application fraud and mail/phone fraud (including as a result of well-publicized security breaches at retailers unrelated to the Company). The Company’s products are susceptible to application fraud, because among other things, it provides immediate access to the credit line at the time of approval. In addition, 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. The Company’s products 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. 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 the bank’s ability to originate receivables. In addition, significant increases in fraudulent activity could lead to regulatory intervention (such as increased customer notification requirements), 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 program partners and its customers. The Company also has arrangements in place with its program partners 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 program partners 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 program partners 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 and other connected 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 successful business performance and marketing efforts may 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 program partners,

retailers that are not the Company’s partners where the Company’s dual cards and general purpose co-branded credit 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 ”) and Fiserv, Inc. (“ Fiserv ”)). 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 to conduct other aspects of its business operations and faces similar risks relating to them. While the Company regularly conducts security assessments of 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, 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 the 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 the bank’s ability to service the trust portfolio and results of operations.

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 Fiserv. First Data, Fiserv 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 Fiserv, 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 materially adversely affected. First Data has publicly disclosed that it is highly leveraged. The Company’s principal agreement with First

Data expires in November 2026, unless it is terminated earlier or is extended pursuant to the terms thereof. The Company’s principal agreement with Fiserv expires on March 26, 2020, unless it is terminated earlier or is extended pursuant to the terms thereof. 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 and could have a material adverse effect on the bank’s ability to service the trust portfolio.

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

The Company’s ability to deliver products and services to its program partners 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 program partners 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 the bank’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, the bank’s ability to continue to originate new receivables and the bank’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 other things, sovereign volatility and socio-political instability. For example, the Philippines has in the past experienced severe political and social instability. Any future political or social instability in the countries in which the Company operates could have a material adverse effect on its business operations.

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 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 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 and collection 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 and a financial holding company, Synchrony is subject to regulation, supervision and examination by the Board of Governors of the Federal Reserve System (the “ Federal Reserve Board ”) and subject to the capital requirements as prescribed by Basel III capital rules and the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “ Dodd-Frank Act ”). As a large provider of consumer financial services, the Company is also subject to regulation, supervision and examination by the Consumer Financial Protection Bureau (“ CFPB ”). The bank is a federally chartered savings association. As such, the 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, the bank, as an insured depository institution, is supervised by the FDIC. The Company and the 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 or the bank fails to satisfy applicable laws and regulations, the Company’s and the bank’s respective regulators have broad discretion to enforce those laws and regulations, including with respect to the operation of the Company’s business, required capital levels, payment of dividends and other capital distributions, engaging in certain activities and making acquisitions and investments. 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 remediation programs, 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, regulations or policies, or practical changes in enforcement of existing laws or regulations applicable to the Company’s business, or the Company’s own reexamination of its current practices, could adversely impact its profitability, limit its ability to continue existing or pursue new business activities, require the Company to change certain business practices or alter its relationships with customers, affect retention of its key personnel, or expose the Company to additional costs (including increased compliance costs and/or customer remediation). These changes may also require the Company to invest significant management attention and resources to make any necessary changes and could adversely affect its business, results of operations and financial condition. For example, the CFPB has broad authority over the Company’s business. See “ —There continues to be uncertainty as to how the CFPB’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 remediation programs 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, or the Company may be compelled as a result of competitive pressure or reputational concerns to voluntarily eliminate pre-dispute arbitration clauses. If the arbitration provision is not enforceable or eliminated (for whatever reason), the Company’s exposure to class action litigation could increase significantly.

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, the United States Court of Appeals for the Second Circuit, Madden v. Midland Funding, LLC (No. 14-2131-cv, 2015 WL 2435657), created some level of uncertainty as to whether non-bank entities purchasing loans originated by a bank may rely on federal preemption of state usury laws, and such decision may create an increased risk of litigation by plaintiffs challenging the 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. The U.S. Supreme Court denied the petition for certiorari filed by Midland Funding, LLC, and the case was remanded to the district court.

Although the Madden decision specifically addressed preemption under the National Bank Act, such decision could support future challenges to federal preemption for other federally-chartered depository institutions, including federal savings associations like the 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 and the subsequent opinion by the district court on remand should not limit the ability of the bank to securitize its credit card receivables or the ability of the 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 the bank to the trust in that the bank continues to own the credit card accounts giving rise to the transferred receivables, the bank continues to service the trust receivables and the trust is a subsidiary of the 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 the 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 the 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 regulatory matters may also cause the transferred receivables to be unenforceable, give rise to defenses to payments by the obligors on the transferred receivables or require the 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 offered 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 issuing entity, the bank or the Company.

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 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 the 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 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 the Company or its affiliates (including us, the issuing entity or the bank).

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 in “— If we 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 ” below. 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 CFPB’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 Company’s business. 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 may be 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, including deferred interest products, making them less attractive to customers, less profitable to the Company, and restricting the Company’s ability to offer them. For example, on May 9, 2017, the bank received a Civil Investigative Demand from the CFPB seeking information related to the marketing and servicing of deferred interest promotions. In addition, since 2013, the bank has entered into two consent orders with the CFPB – one in 2013 (the “ 2013 CFPB Consent Order ”), which required the Company to provide remediation to certain customers and to make a number of changes to its CareCredit training, sales, marketing and servicing practices, and another in 2014 (the “ 2014 CFPB Consent Order ” and together with the 2013 Consent Order, the “ Consent Orders ”) with respect to a debt cancellation product and sales practices and an unrelated issue that arose from the bank’s self-identified omission of certain Spanish-speaking customers and customers residing in Puerto Rico from two offers that were made to certain delinquent customers. The bank’s resolutions with the CFPB and the New York Attorney General do not preclude other regulators or state attorneys general from seeking additional monetary or injunctive relief with respect to CareCredit, and any such relief could have a material adverse effect on the Company’s business, results of operations or financial condition.

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. For example, in December 2015, the CFPB published its second biennial report reviewing the consumer credit card market. In the report, the CFPB identified areas of concern for consumers, including deferred interest products, subprime specialist credit card issuers and unexpected rate increases with respect to variable interest rate products. In addition, the report analyzed issues regarding debt sales and debt collection practices, the adequacy and availability of online disclosures, as well as of the disclosures associated with rewards products and grace periods.  The biennial report published in December 2017 also discussed these areas. Actions by the CFPB with respect to any of these areas 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 which it adopted in the past or which 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 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, including deferred interest, 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 the bank’s ability to originate new receivables or the bank’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. Furthermore, the Dodd-Frank Act 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 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. In the European Union, this includes the General Data Protection Regulation, effective May 2018.

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 the bank to originate new receivables or the bank’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, but not limited to, 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 the 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 the bank to originate new receivables or the bank’s ability to service the trust portfolio. In May 2016, the Financial Crimes Enforcement Network promulgated a final rule under the Bank Secrecy Act that required the bank to adopt due diligence procedures to identify and verify a legal entity customer’s beneficial owner(s) at the time a new account is opened and to understand the nature and purpose of the customer relationship. The bank will be required to comply with the final rule by May 11, 2018, and is currently working on changes to its product and channel strategies, application and servicing processes and systems to ensure compliance.

FDIC receivership or conservatorship of the bank or other regulatory action could cause delays or reductions in payment of your notes.

If the bank were to become insolvent, or if the bank were to violate laws or regulations applicable to it, the FDIC could act as conservator or receiver for the bank. In that role, the FDIC would have broad powers to repudiate contracts to which the bank was 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, the administration agreement and the servicing agreement.

Also, we, the trust or the indenture trustee, as applicable, could not exercise any right or power to terminate, accelerate, or declare a default under the receivables sale agreement, the administration agreement or the servicing agreement, or otherwise affect the bank’s rights under the receivables sale agreement, the administration agreement or the servicing 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 .”

In a conservatorship or receivership of the bank, the FDIC, as conservator or receiver, 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 offered notes could occur and the amount payable to you could be lower than the outstanding principal and accrued interest on the offered notes, thus resulting in losses to you.

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

To limit the FDIC’s potential use of any of these powers, the bank has structured the transactions described in this prospectus to comply with one of the “safe harbors” adopted by the FDIC in a regulation entitled “Treatment of financial assets transferred in connection with a securitization or participation.” This safe harbor limits the rights of the FDIC as conservator or receiver to delay or prevent payments to noteholders in a securitization transaction, as described in “ The Trust—FDIC Safe Harbor .”

As described below in “— If we 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 issuing entity, the bank or the Company ” and in “ The Trust –FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act ,” the Dodd-Frank Act gives the FDIC authority to act as receiver of bank holding companies, financial companies and their respective non-bank subsidiaries in specific situations under the Orderly Liquidation Authority

(the “ OLA ”) and there is no assurance that the FDIC’s authority would not extend to Synchrony, which is the holding company for the bank, or their respective subsidiaries, including us or the issuing entity.

The operations and financial condition of the bank, as a federal savings association, are subject to 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 the bank. If, at any time, the OCC were to conclude that any securitization agreement of the bank, or the performance of any obligation under such an agreement, or any activity of the 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 the 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 and regulations 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 the bank can impose on customers, limit or prescribe certain other terms of the bank’s products and services or require specified disclosures to consumers. In addition, 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 Credit Card Accountability Responsibility and Disclosure Act of 2009 (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.

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, the 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.

Also, the Military Lending Act (the “ MLA ”) became effective with respect to Synchrony Bank’s credit card programs on October 3, 2017. The MLA applies to certain consumer loans, including credit extended pursuant to a credit card account, and extends specific protections if an accountholder, at the time of account opening, is a covered active duty member of the military or certain family members thereof (collectively, the “ covered borrowers ”). These protections include, but are not limited to: a limit on the military annual percentage rate that can be charged to 36%, delivery of certain required disclosures and a prohibition on mandatory arbitration agreements. If the bank were to extend credit to a covered borrower without complying with certain MLA provisions, the credit card agreement could be void from its inception.

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. For example, in July 2016, the CFPB issued an outline of proposed rules for third-party debt collectors and stated that it expects to address proposed rules for first-party debt collectors in the future. Furthermore, among other things, the CFPB may take action to prevent the 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. The Dodd-Frank Act also transferred supervisory responsibility for the bank on July 21, 2011 to the CFPB for consumer regulatory matters and to the OCC for other matters. See “ —The Dodd-Frank Act has had, and may continue to have, a significant impact on us, the issuing entity, the bank or the Company ” and “ There continues to be uncertainty as to how the CFPB’s actions will impact the bank’s business; the agency’s actions have had and may continue to have an adverse impact on the bank’s business ” below.

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 .”

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 new 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 the bank or the Company.

[European Union regulatory requirements for investments in securitization may adversely affect certain investors and the price and liquidity of the offered notes in the secondary market.

Various types of European Economic Area regulated investors are or may in the future be subject to EU Retention Rules, which restrict investments in securitization transactions unless

certain disclosures are made with respect to retention of an economic interest in the securitization transaction by the sponsor or originator and certain due diligence requirements are met. Such requirements are further described in “ European Investment Restrictions .”

None of the bank, us nor any underwriter makes any representation or agreement that it is undertaking or will have undertaken to ensure that it will comply (or to take or refrain from taking any action to facilitate compliance by affected investors) with the requirements and criteria set out in the EU Retention Rules. As a result, any EEA-regulated entity required to comply with the EU Retention Rules that is seeking to invest in the offered notes (either on the closing date or thereafter) will generally be unable to satisfy the requirements of the EU Retention Rules in respect of such investment. Failure to comply with one or more of the requirements set out in the EU Retention Rules may result in the imposition of a penalty regulatory capital charge through additional risk weights levied in respect of the offered notes acquired by applicable noteholders that are subject to the EU Retention Rules, or in the imposition of other regulatory sanctions. Prospective noteholders are responsible for analyzing their own regulatory position and are advised to consult with their own advisors regarding the suitability of the offered notes for investment and compliance with the applicable EU Retention Rules.

Any changes to the regulation or regulatory treatment of asset-backed securities, whether in the EU or elsewhere, may negatively impact the regulatory position of affected investors and have an adverse impact on the value and liquidity of asset-backed securities such as the offered notes. Noteholders should analyze their own regulatory position, and are encouraged to consult with their own investment and legal advisors, regarding compliance with the EU Retention Rules or other applicable regulations and the suitability of the offered notes for investment.]

Security Interest and Bankruptcy Related Risks

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

We and the bank account for our respective transfers of the receivables as sales or contributions, as applicable. Even so, a court could conclude that we or the bank 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 the bank 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 contributions, as applicable, 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 offered notes. 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. See “ The Trust—Perfection and Priority of Security Interests .”

If we 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 the Company, 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 transferred 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.

If we or the issuing entity were to become a debtor in a bankruptcy case, then you could experience delays or reductions in payments as a result of:

As discussed in more detail in “ 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 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 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 placed in receivership under the OLA as a covered subsidiary, the FDIC could assert that we effectively still own the transferred receivables because the transfers of transferred receivables by us to the issuing entity were not true sales or true contributions, as applicable. In such case, the FDIC could repudiate the transfer of the transferred receivables by us as a secured loan and the issuing entity would have a secured claim in our receivership, but delays in payments on the offered notes and possible reductions in the amount of those payments could occur. See “ The Trust—FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act .”

Regardless of whether the transfers under the receivables sale agreement and the transfer agreement are respected as legal true sales or true contributions, as applicable, the FDIC, as receiver for us or the issuing entity, 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 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 a covered subsidiary of Synchrony (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 a 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 or the issuing entity, were to take any of the actions described above, payments or distributions of principal and interest on the offered notes could be delayed or reduced.

[Insert any additional risk factors as necessary.]

The Sponsor

Synchrony Bank

Synchrony Bank (the “ bank ”) is the sponsor of the transactions described in this prospectus and is primarily responsible for structuring the transactions. 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 ” 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.

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 Synchrony’s initial public offering. On October 14, 2015, Synchrony received approval from the Federal Reserve Board to become a stand-alone savings and loan holding company, to retain control of the bank and to retain control of its nonbank subsidiaries following the completion of GE’s offer to exchange shares of GE common stock for all of the shares of Synchrony’s common stock owned by GE. 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.

[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 documents 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 offered 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 (some of 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 program partner-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 dual 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

program partners that have been approved by the bank. Open-end revolving credit card accounts are offered to customers of those program partners. Each credit card account is established primarily for the purchase of goods and services of a particular program partner. 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 program partners including Wal-Mart, Sam’s Club, JCPenney and Gap. The bank has previously offered co-branded credit cards for other program partners including Lowe’s, and may in the future offer co-branded credit cards for other program partners. 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 approximately 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.

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 program partner related to the co-branded card. When co-branded card accounts are designated as part of the trust portfolio, the bank transfers to us, and we will in turn transfer to the trust, a portion of the interchange from accounts in the related program partner’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

Program partners that are approved and accepted into a private label or co-branded credit card program, enter into a credit card program agreement with the bank. Our use of the term “program 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 program partner-by-program partner 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 [●] to [●] years and remaining terms as indicated in this prospectus in “ 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 .” Many program agreements have renewal clauses that provide for automatic renewal for one or more years until terminated by the bank or the related program partner. 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 program partners 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 program partners to terminate the agreement prior to the scheduled termination date for various reasons, including if the program partner breaches its obligations. Some program agreements also permit the program partner 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 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 program partner 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 program partners 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 program partner, an early amortization event could occur. 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 .”

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 program partners and has developed varying credit decision guidelines for the different program partners. 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 program partners.

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. Applicants who are identified as having a higher potential for 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 credit management team.

The process for submitting an application through a retail client location requires the program partner 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 credit card programs. Potential applicants are pre-screened using information provided by the program partner 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 program partner (or in certain circumstances, originated by the program partner itself). In such cases, the bank evaluates the portfolio of accounts and receivables that may accompany the program 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 in “ Underwriting Process—Customer Account Management ,” “ Underwriting Process—Credit Authorization of Individual Accounts ” and “ Underwriting Process—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 credit 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 credit management team evaluates each portfolio the bank acquires in connection with establishing programs with new program partners 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 credit 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 in “— 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 program partners’ 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. In 2015, the bank reissued all active dual cards (Visa and MasterCards that were active at the time when the portfolio was reissued) with new EMV chip cards with all of its program partners.

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 program partners. Working in close collaboration with each program partner, the bank develops card marketing programs that

promote program partners’ cardholder sales for creditworthy cardholders. Direct mail, email and monthly billing statement messages and inserts provide direct marketing communications for cardholders. This supports the program partner’s in-store programs by encouraging both store traffic and card usage. These programs include promotional financing 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 marketing 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 program partners. 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 program partner’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.

[Describe any changes in the solicitation, credit-granting or underwriting criteria as required under Item 1111(a)(3) of Regulation AB.]

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. The bank also may from time to time assume the role of sponsor and servicer in pre-existing securitizations of acquired businesses.

None of the bank’s securitization transactions have experienced early amortizations or events of default. On a few occasions, private transactions have been modified to adjust for a program partner’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.

The table below sets forth the principal receivables balance for each of the bank-sponsored securitization programs during each of the periods shown.

Principal Receivables
(Dollars in Millions)

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 subject to the restrictions in the following paragraph, the periodic finance charges and other fees applicable to the accounts, 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). See “ Risk Factors—The bank may change the terms and conditions of the accounts in a way that reduces or delays collections .”

The bank has also agreed that it will not reduce the finance charges and other fees on the accounts, if as a result of the reduction, the bank has 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.

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 entity unless:

Credit Risk Retention

U.S. Regulation RR

In accordance with the credit risk retention rules of Regulation RR issued by the SEC, either we, as depositor and a wholly-owned affiliate (as defined in Regulation RR) of the bank, 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, plus funds on deposit in the excess funding account in a minimum amount not less than five percent of the aggregate unpaid principal balance of all outstanding notes issued by the trust, other than any notes that are at all times held by the bank or one or more wholly-owned affiliates of the bank and designated as risk retention retained notes pursuant to the related indenture supplement (which we refer to as the “adjusted outstanding ABS investor interests” in this section). 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 seller’s interest will be calculated as the excess of the sum of the total amount of principal receivables held by the trust, over the aggregate of the unpaid principal balances of all series of notes and will be represented by the equity amount as defined and described under the heading “ The Trust—Capitalization of Trust; Minimum Free Equity Amount ” in this prospectus. As of the closing date following the issuance of the offered notes, we expect to have 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 [●] [●], 20[●], and the outstanding principal balance of the notes expected to be outstanding as of the closing date, including $[●] of offered notes. We will disclose 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 plus funds on deposit in the excess funding account as a percentage of the adjusted outstanding ABS investor interests as of the last day of any Monthly Period. If such percentage is less than five percent and not increased by an amount necessary to cause the seller’s interest plus amounts on deposit in the excess funding account to be at least five percent of the adjusted outstanding ABS investor interests by the last day of the next Monthly Period, 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 plus funds on deposit in the excess funding account falls below five percent of the adjusted outstanding ABS investor interests if an early amortization event has occurred and is continuing for all outstanding series of notes and we were in compliance with the risk retention requirements when such early amortization event occurred, and no additional notes are issued thereafter. We will not purchase or sell a security or other financial instrument, or 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.

Affiliates of the sponsor may in the future purchase any class of notes issued by the trust.

EU Retention Rules

On the closing date, the bank will enter into a risk retention agreement with the depositor and the issuing entity, pursuant to which, with reference to the Existing EU Retention Rules described under “ European Investment Restrictions ” in this Prospectus, each as in effect on the closing date, the bank will covenant and agree that (i) the bank, as “originator” for the purposes of those EU Retention Rules, currently retains, and on an ongoing basis will retain, a material net economic interest that is not less than five percent of the nominal value of the securitized exposures, in a form that is intended to qualify as an originator’s interest as provided in option (b) of each of Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the depositor which in turn holds all or part of the transferor interest; (ii) the bank will not (and will not permit the depositor or any of its other affiliates to) allow the retained interest to be subject to any credit risk mitigation, short position or other hedge or to be sold if, as a result, the bank would not retain a material net economic interest in an amount that is not less than five percent of the nominal value of the securitized exposures, except to the extent permitted in accordance with Article 405(1) of the CRR (as supplemented by Article 12 of the CRR Delegated Regulation), Article 51(1) of the AIFM Regulation and Article 254 of the Solvency II Regulation; (iii) the bank will not change the manner in which it retains its net economic interest in the securitized exposures while the offered notes are outstanding, except under exceptional circumstances in accordance with that Article 405(1) (as supplemented by Article 10 of the CRR Delegated Regulation), that Article 51(1) and that Article 254; and (iv) the bank will provide ongoing confirmation of its continued compliance with its obligations described in clauses (i) and (ii) in this paragraph in or concurrently with the delivery of each monthly report to noteholders. The risk retention agreement will not include any undertakings by the bank with respect to the new EU Retention Rules referred to in this prospectus under “ European Investment Restrictions .”

The bank is not subject to the EU Retention Rules and, other than as described in the preceding paragraph, the bank does not undertake to take any further action to comply (or to enable affected investors to comply) with the Existing EU Retention Rules or any pending or future EU Retention Rules, including the delivery of any information beyond that contained in or provided with the monthly and annual reports to noteholders. The bank does not make any undertaking to comply with any amendments, supplements or other modifications to the EU Retention Rules that may occur after the expected issuance date of the offered notes, including the application of the new EU Retention Rules under the Securitization Regulation. Accordingly, none of the bank, the depositor, the issuing entity, the indenture trustee, the owner trustee, the Delaware trustee, any underwriter or placement agent, or any of their affiliates makes any representation or gives any assurance that the matters set forth in the preceding paragraph and the information given in this prospectus or pursuant to the transaction documents are or will be sufficient for compliance by affected investors with the requirements set out in any EU Retention Rules. Failure by affected investors to comply with one or more of the requirements set out in the EU Retention Rules may result in the imposition of a penalty regulatory capital

charge in respect of the notes acquired by those investors or in the imposition of other regulatory sanctions. Prospective noteholders are responsible for analyzing their own regulatory position and are advised to consult with their own advisors regarding the suitability of the offered notes for investment and compliance with any EU Retention Rules.

The Depositor

Synchrony Card Funding, LLC

We—Synchrony Card Funding, LLC—are a limited liability company formed under the laws of the State of Delaware on November 2, 2017, and are a wholly-owned direct subsidiary of the bank. We were organized for the purpose of purchasing, holding, owning and transferring receivables and related activities.

As described in “ 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 beneficial owner 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 and certain expenses of the trust in connection with the notes. Our interest is an uncertificated interest called the transferor interest.

Assignment of Depositor’s Interests

The trust agreement provides that we may transfer all or a portion of the transferor interest. Before we may transfer all or a portion of 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 Card Issuance Trust

Synchrony Card Issuance 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 November 30, 2017, among us, Citicorp Trust Delaware, National Association, as Delaware trustee, and Citibank, N.A., as owner trustee. 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, 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, with prior notice to each rating agency hired to rate an outstanding series, class or tranche of notes, if (a) we have delivered an officer’s certificate to the owner trustee and the indenture trustee to the effect that we reasonably believe the amendment will not at the time of its occurrence, and is not reasonably expected to at any time in the future, result in an early amortization event or an event of default or materially and adversely affect the amount of distributions to be made to noteholders or (b) the Rating Agency Condition is satisfied with respect to each affected class or tranche of notes with respect to which an officer’s certificate as described in clause (a) has not been delivered.

The administrator may perform certain discretionary activities with regard to the administration of the trust and the notes, as described in “— Administrator .” The servicer directly or through a sub-servicer may also perform certain discretionary activities with regard to the trust’s assets, as described in “ The Servicer .” We, as holder of the transferor interest, 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 .”

The trust’s principal offices are at the following address: c/o Synchrony Bank, 777 Long Ridge Road, Stamford, Connecticut 06902. The telephone number at that address is (877) 441-5094.

Restrictions on Activities

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

otherwise arise upon or burden the assets of the trust securing the notes or (C) the lien of the indenture not to constitute a valid first-priority security interest in the assets of the trust that secure the notes;

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

Administrator

The bank acts as administrator for the trust. 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, the indenture, any indenture supplement and any terms document. The administrator, on behalf of the trust, will monitor the performance of the trust under the transaction documents and advise the trust when action is necessary to comply with the trust’s duties under the transaction documents. The administrator will prepare, or cause to be prepared, for execution by the trust or the owner trustee, all documents, reports, filings, instruments, certificates and opinions that the trust is required to prepare, file or deliver under the transaction documents and will take all appropriate action that is the duty of the trust to take under the transfer agreement, the servicing agreement, the indenture, any indenture supplement and any terms document, 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 trust of the proposed action within a reasonable amount of time prior to the taking of that action and 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 (a) the date 45 days after delivery to the trust and the servicer of written notice of its resignation (or written confirmation of such notice) or (b) such other mutually agreed to date.

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 a notice of termination.

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, such successor administrator has agreed in writing to be bound by

the terms of the administration agreement in the same manner as the predecessor administrator and the Rating Agency Condition has been satisfied with respect to the appointment.

The administrator will indemnify the trust and its officers, directors, 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 subordinated transferor amounts for all series of notes. We refer to this excess amount, if any, as the Free Equity Amount. We are required to maintain the Free Equity Amount in an amount that is 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. ”

On each business day on which an Asset Deficiency exists, the trust will deposit collections otherwise distributable to us or our assigns into the excess funding account to cure such Asset Deficiency. 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 in “ Description of the Notes — Shared Excess Available Principal Collections ,” and will instruct the indenture trustee to withdraw funds on deposit in the excess funding account to cover remaining principal shortfalls.

In addition, as described in “ The Trust Portfolio—Addition of Trust Assets ”, if at the end of any Monthly Period, an Asset Deficiency exists, we will be required to designate additional accounts to the trust.

Transfer and Assignment of Receivables

Under the receivables sale agreement, the bank has designated a pool of accounts and transfers receivables in those 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. We transfer all receivables sold to us by the bank to the trust under a transfer agreement between us and the trust.

We may obtain funds to purchase the receivables from the bank under an intercompany line of credit with the bank. 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 the bank from time to time. The bank may also, in its discretion, contribute receivables to us.

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 and the bank have indicated and, in connection with each future transfer of receivables to the trust, will indicate in our electronic 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, an electronic record containing a true and complete list showing each trust account, identified by account number. Neither we nor the bank 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 electronic records are and will be required to be marked to evidence these transfers. We and the bank 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 .”

Perfection and Priority of Security Interests

In the receivables sale agreement and the transfer agreement, the bank and we, respectively, will represent and warrant that the related agreement pursuant to which the bank or we, as applicable, transfer the receivables (x) creates in favor of us or the trust, as applicable, a valid and continuing security interest in the transferred receivables, which, with respect to transferred receivables arising in additional accounts, will be enforceable against the transferring party as of the applicable addition date, in each case as such enforceability may be limited by applicable bankruptcy and insolvency related exceptions, and by general principles of equity (whether considered in a suit at law or in equity) and (y) upon filing of the financing statements required by the receivables sale agreement and transfer agreement, in the case of transferred receivables later created, upon the creation thereof, will be prior to all other liens (other than specified liens permitted by the receivables sale agreement and the transfer agreement). 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 .”

We will represent in the transfer agreement and the bank 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 and the bank 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, the bank 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 transfer agreement, we represented and warranted, or will represent and warrant, that the receivables were transferred to the trust free and clear of the lien of any third party other than the indenture trustee, subject to specified liens permitted by 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 or the bank’s property 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.

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. However, the bank will not commingle collections with its own assets, except for the time, not to exceed two business days, necessary to clear any payment received. 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. ”

Conservatorship and Receivership of Synchrony Bank

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 are the receivables sale agreement under which the bank transfers receivables to us, the servicing agreement, the administration agreement and any sub-servicing agreement.

In a conservatorship or receivership, the FDIC as conservator or receiver, 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, 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.

To limit the FDIC’s potential use of any of these powers, the securitization described in this prospectus is intended to comply with one of the “safe harbors” adopted by the FDIC in a regulation entitled “Treatment of financial assets transferred in connection with a securitization or participation.” This safe harbor limits the rights of the FDIC as conservator or receiver to delay or prevent payments to noteholders in a securitization transaction, as below under “— FDIC Safe Harbor .”

FDIC Safe Harbor

The FDIC has adopted four different “safe harbors,” each of which limits the powers that the FDIC can exercise in the insolvency of an insured depository institution when it is appointed as receiver or conservator (and references in this section to the FDIC are in its capacity as such). To qualify for a safe harbor, the securitization or participation must satisfy the preconditions specified for that type of transaction. If one or more of these preconditions are not met, the limitations imposed by the FDIC on the FDIC’s powers would not apply. The relevant safe harbor for the trust will be the safe harbor for securitizations that do not satisfy the conditions for sale accounting treatment (referred to in this section as the “ safe harbor ”), and the discussion of the FDIC Rule in this prospectus is limited to that safe harbor.

The preconditions imposed by the safe harbor include provisions that are required to be contained in the documentation for the securitization. These provisions limit the structural features of the transaction in specified ways and impose obligations on one or more of the trust and each intermediate transferee of the transferred receivables, including us (which entities are jointly considered to be the “issuing entity” for purposes of the safe harbor), the servicer and the bank, as sponsor, to make specified disclosures, provide ongoing reporting on specified items and define specified aspects of the relationships among the parties. In order to satisfy the requirements of the safe harbor to include these provisions in the documentation, the transaction documents will contain covenants (the “ FDIC Rule Covenants ”) that contain the requisite provisions and that obligate each of us, the trust, the servicer and the bank, as sponsor, to perform its specified obligations under the safe harbor.

The FDIC Rule Covenants include the following requirements:

The issuances of the notes are intended to satisfy all the applicable conditions of the safe harbor, and we believe that those preconditions have been met. As the safe harbor is an untested regulation, its interpretation remains uncertain.

If the FDIC is appointed as conservator or receiver for an insured depository institution that has effected a securitization that complies with the safe harbor, the FDIC as conservator or receiver may seek to repudiate the securitization agreement pursuant to which the financial assets were transferred. In such event, the FDIC will be obligated to either pay damages as described in the following sentence within 10 business days following the effective date of the notice of repudiation or consent to the exercise of any contractual rights in accordance with the documents governing the securitization, including taking possession of the financial assets, provided that no involvement of the receiver or conservator is required other than such consents, waivers or execution of transfer documents as may be reasonably requested in the ordinary course of business in order to facilitate the exercise of such contractual rights. For purposes of the preceding sentence, the amount of damages due from the FDIC would be equal to the par value

of the notes outstanding on the date of appointment of the FDIC as conservator or receiver, less any payments of principal received by the noteholders through the date of repudiation, plus unpaid, accrued interest through the date of repudiation in accordance with the transaction documents to the extent actually received through collections received through the date of repudiation. The FDIC Rule provides that “[u]pon payment of such repudiation damages, all liens or claims on the financial assets created pursuant to the securitization documents shall be released.”

Damages paid by the FDIC will be distributed to noteholders on the earlier of (1) the next payment date on which such damages could be distributed and (2) the earliest practicable date that the indenture trustee could declare a special payment date, subject to applicable provisions of the indenture, applicable law and the procedures of any applicable clearing agency. If the date on which damages are to be distributed to noteholders is not a regular payment date, then the amount of interest payable to the noteholders will be prorated to such date. Because the damages payable by the FDIC would only include interest through the date of repudiation, the amount of damages received by noteholders would not be sufficient to pay interest on the notes during the period after the FDIC gives notice of repudiation and prior to the payment date on which damages are distributed to noteholders. The FDIC may assert that the release of all liens and claims on the financial assets that occurs upon payment of the repudiation damages would include a release of the indenture trustee’s lien on cash held in the trust accounts, including collections on the financial assets prior to the date of repudiation. In such event, the funds on deposit in the trust accounts may not be available to pay interest on the notes, to the extent such interest is not included in the repudiation damages, and noteholders may suffer a shortfall in the payment of interest.

If the FDIC is appointed as conservator or receiver for an insured depository institution that has effected a securitization that complies with the safe harbor, the FDIC as conservator or receiver consents in the safe harbor to the making of (or if serving as servicer, the FDIC agrees in the safe harbor to make) payments to the investors to the extent actually received through payments on the financial assets, but in the case of repudiation, only to the extent received through the date of notice of repudiation is given, in accordance with the securitization documents. In addition, subject to the FDIC’s right to repudiate such agreements, the FDIC consents in the safe harbor to any servicing activity required in furtherance of the securitization or, if acting as servicer, the FDIC as receiver or conservator agrees in the safe harbor to perform such servicing activities in accordance with the terms of the applicable servicing agreements.

If, however, the FDIC as conservator or receiver is in monetary default under a securitization due to its failure to pay or apply collections from the financial assets received by it in accordance with the securitization documents, whether as servicer or otherwise, and remains in monetary default for ten business days after actual delivery of a written notice complying with the safe harbor to the FDIC requesting the exercise of contractual rights in accordance with the documents governing the securitization, the FDIC consents in the safe harbor to the exercise of contractual rights in accordance with the documents governing the securitization. However, the FDIC is not obligated to take any action in connection with the exercise of contractual rights other than providing such consents, waivers or execution of transfer documents as may be reasonably requested in the ordinary course of business in order to facilitate the exercise of such contractual rights.

Bankruptcy of us or the Trust

We and the trust are separate, bankruptcy-remote subsidiaries of the bank, 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 us or the trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy law.

Nevertheless, if 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 referred to above were not “true sales” or “true contributions,” as applicable, or that we and the trust should be treated as the same person for bankruptcy purposes.

If we or the trust were to become a debtor in a bankruptcy case, then you could experience delays or reductions in payments as a result of:

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 certain 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 the 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 the 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 or the issuing entity, or its creditors.

There is uncertainty about which companies will be subject to the OLA rather than the bankruptcy code. For a company to become subject to the 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 and the issuing entity could also potentially be subject to the provisions of the OLA as “covered subsidiaries” of Synchrony. For us or the issuing entity to be subject to receivership under the OLA (1) the FDIC would have to be appointed as receiver for Synchrony under the OLA and (2) the FDIC and the Secretary of the Treasury would have to jointly determine that (a) we 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.

No assurance can be given that the OLA would not apply to Synchrony, us or the issuing entity 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 or the issuing entity under the OLA, the FDIC would have various powers under the OLA, including the power to repudiate any contract to which Synchrony, we 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 Synchrony’s affairs, our affairs or the issuing entity’s affairs, as applicable. Among the contracts that might be repudiated are the receivables sale agreement, the transfer agreement, the servicing agreement, any sub-servicing agreement and the administration agreement.

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 the 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 us and the issuing entity), 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 Synchrony or its subsidiaries (including us and the issuing entity) 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 were to become subject to the OLA 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. 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 the 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 the 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, us 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.

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 Servicer

Synchrony Bank

The bank, as servicer, 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.

[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.]

The bank may from time to time enter into sub-servicing agreements with affiliated and unaffiliated companies. The bank or a sub-servicer may terminate its sub-servicing agreement from time to time, in each case in accordance with the terms of the applicable sub-servicing agreement. If a sub-servicing agreement is terminated, the bank may or may not enter into a sub-servicing agreement with a new sub-servicer. Notwithstanding any such sub-servicing agreement, the bank remains primarily liable for all obligations under the servicing agreement.

[Synchrony, acting through various affiliates, 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 program partner. 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, the MLA, 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.

Synchrony, either directly or through its affiliates, including the bank, has serviced receivables similar to the transferred receivables held by the trust since 1997. The amount of credit card receivables serviced by the bank and its affiliates as of year end in 20[●] and 20[●] and as of [●] [●], 20[●] was $[●], $[●] and $[●], respectively.

Servicing Procedures

The bank, as servicer, has agreed to conduct the servicing, administration and collection of the receivables owned by the trust in accordance with its 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.

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.

The servicer has no custodial responsibilities with respect to the accounts designated for the trust.

[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 with (a) an eligible institution that is a member of the FDIC and meets specified ratings requirements or is otherwise reasonably acceptable to each rating agency hired to rate an outstanding series, class or tranche of notes or (b) the corporate trust department of a depository institution (other than the bank or any of its affiliates) organized under the laws of the United

States, any state or the District of Columbia, or any domestic branch of a foreign bank, or a trust company acceptable to each rating agency hired to rate an outstanding series, class or tranche of notes, and acting as a trustee for funds deposited in such account, so long as any of the securities of such depository institution or trust company have a credit rating from each rating agency hired to rate an outstanding series, class or tranche of notes (or from another nationally recognized statistical rating organization) in one of its generic credit rating categories which signifies investment grade.

The funds on deposit in these accounts may only be invested, at the direction of the servicer, 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.

The servicer 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.

Deposit of Collections; Commingling

For so long as the bank is serving as servicer, custodian or paying agent for the trust, the bank will not commingle collections except for a time, not to exceed two business days, necessary to clear any payments received. In addition, the trust is required to deposit all collections allocated to noteholders into the collection account by no later than the second business day following the date of processing of such collections until the amount on deposit in the collection account equals the aggregate required deposit amount. The aggregate required deposit amount will be an amount equal to the sum of the required deposit amounts for all series of notes, which is generally equal to the estimated amount needed to be deposited into other trusts accounts or for distribution to noteholders or other parties on the related payment date pursuant to the related indenture supplements for such series. Collections not required to be deposited into the collection account will be paid to us and will not be available to make payments on the notes; provided that if any Asset Deficiency exists, collections that would otherwise be payable to us will be deposited into the excess funding account in the amount necessary to cure such Asset Deficiency. The required deposit amount for the SynchronySeries is described in “ Description of SynchronySeries Provisions—Required Deposit Amount .” With respect to each date of processing, the servicer will be permitted to retain an amount equal to all accrued and unpaid daily servicing fees from collections otherwise required to be deposited into the collection account and such amount will not be required to be deposited into the collection account.

If on any business day the trust determines that the aggregate required deposit amount for any Monthly Period is less than the aggregate required deposit amount as previously calculated by the trust, then the trust will pay to us any funds on deposit in the collection account in excess of the most recently determined aggregate required deposit amount. If on any business day, the trust determines that the aggregate required deposit amount for any Monthly Period is greater than the aggregate required deposit amount as previously calculated by the trust, then the trust

will notify the servicer, and for all dates of processing on or after such determination, the trust will deposit collections allocated to noteholders into the collection account until the amount of collections on deposit in the collection account equals the most recently determined aggregate required deposit amount. We will have no obligation to deposit collections that were initially allocated to noteholders and previously paid to us and noteholders shall have no claim to such released noteholder collections.

Finance charge collections and principal collections will be allocated to each series, class or tranche of notes in accordance with the related indenture supplement or terms document. However, during any Monthly Period during which collections are only deposited into the collection account in an amount up to the aggregate required deposit amount, no series will be allocated an amount of collections in excess of the required deposit amount for such series. If during any Monthly Period, collections retained in the collection account for such Monthly Period are less than the aggregate required deposit amount due to the release of noteholder collections in excess of the aggregate required deposit amount followed by a subsequent increase in the aggregate required deposit amount during such Monthly Period, then, with respect to each series for which an increase was made in the required deposit amount during the Monthly Period, the amount of collections allocated to such series (before giving effect to any sharing of collections as described in “ Description of the Notes—Shared Excess Available Finance Charge Collections ” and “ —Shared Excess Available Principal Collections ”) will in no event exceed the sum of:

(x) the aggregate amount of collections allocated to such series for all dates of processing during any portion of the Monthly Period preceding the first date on which the required deposit amount is increased and, if applicable, prior to any subsequent date on which the required deposit amount is increased; and

(y) the required deposit amount before giving effect to the increase thereof; plus

(x) the aggregate amount of collections allocated to such series for all dates of processing during any portion of the Monthly Period on and after the date on which the required deposit amount was increased and, if applicable, prior to any subsequent increase in the required deposit amount during such Monthly Period; and

(y) the excess of (I) the required deposit amount after giving effect to the increase thereof on such required deposit amount increase date, over (II) the sum of the amount determined pursuant to clause (i) of this sentence, plus , if applicable, the amount determined pursuant to this clause (ii) for any prior required deposit amount increase date(s).

Unless otherwise stated in any indenture supplement, on each date of processing, the trust will allocate to us, as the holder of the transferor interest, an amount equal to the product of (A) the transferor percentage described in “ Description of the Notes—Collateral Amount; Allocation of Collections ” and (B) the aggregate amount of principal collections and finance charge collections on that date of processing. However, if any Asset Deficiency exists (determined after

giving effect to any transfer of principal receivables to the trust on such date), the trust will deposit in the excess funding account an amount equal to the lesser of (i) the amounts that would otherwise be allocated to the us and (ii) the amount necessary to cure such Asset Deficiency. In addition, if the aggregate required deposit amount is increased during any Monthly Period after any date of processing during such Monthly Period on which collections allocated to noteholders were paid to us, then on each date of processing during such Monthly Period on and after the date on which the aggregate required deposit amount is increased, collections allocated to us remaining after giving effect to any required deposit to the excess funding account will be allocated to noteholders and deposited into the collection account in an amount not to exceed the amount of noteholder collections previously released to us until the amount of collections on deposit in collection account equals the aggregate required deposit amount. Except as provided in this paragraph, unless otherwise stated in any indenture supplement or terms document, none of the servicer, us or any other holder of the transferor interest need deposit the transferor percentage of collections into the collection account and will pay such amounts as collected to us or any other holder(s) of the transferor interest.

Delinquency and Collections Procedures

Synchrony’s current credit and collection policy treats receivables as being delinquent when a past due payment on the related account has not been received by the start of the billing cycle that immediately follows the missed due date for the payment. 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 [●] [●], 20[●], Synchrony’s internal collection departments included several collection sites with approximately [●] full-time equivalent frontline collectors and approximately [●] full-time equivalent managers. Synchrony’s internal collection sites are located in the continental United States, India and the Philippines. The bank also utilizes Genpact International, which has approximately [●] full-time equivalent collectors and collection sites located in India and the Philippines.

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 contact 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. Currently available programs are 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.

Open-end revolving accounts must be written off 180 days or more past due. An account may be written off prior to the aforementioned time frame if the circumstances deem the account uncollectable (i.e. fraud, bankruptcy). The above guidelines are the maximum allowed and may be shortened to comply with client contractual requirements upon approval by the senior management.

Charged-Off 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 based on such factors as the calendar and the timing of billing cycles. 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 day 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 receivables in a charged-off account will be equal to the product of (a) the aggregate amount of principal receivables in the charged-off account and (b) the average recovery price ratio for the related program partner’s credit card program in which such charged-off account was originated for the Monthly Period in which such receivables were charged-off. The average recovery price ratio for a credit card program for any Monthly Period is currently equal to the average for the six fiscal months ending prior to the Monthly Period preceding such Monthly Period of the percentage equal to a fraction, the numerator of which is the total amount of recoveries on all serviced

receivables (including receivables that are not transferred receivables) for the related program partner’s credit card program for the applicable fiscal month and the denominator of which is the aggregate amount of charged-off receivables for all serviced receivables (including receivables that are not transferred receivables) for such program partner’s credit card program for such fiscal month. We and the trust may from time to time modify the formula for calculating the average recovery price ratio in order to more closely approximate the actual recoveries on transferred receivables.

Each series will be allocated a portion of charged-off receivables in each charged-off account in an amount equal to such series’ allocation percentage for charged-off 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 charged-off receivables for the SynchronySeries is described in “ Description of SynchronySeries Provisions—Allocation Percentages .”

Unlike charged-off 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.

On each payment date, if the sum of the charged-off receivables 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 charged-off receivables 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 SynchronySeries Provisions—Allocation Percentages” for a more detailed description of how charged-off receivables can result in a reduction of the collateral amount for the SynchronySeries, and see “ Description of SynchronySeries Provisions—Application of SynchronySeries Available Finance Charge Collections ” for a description of how such reductions may be reimbursed from available finance charge collections for the SynchronySeries.

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:

servicing agreement, other than those that have already been obtained or made or where the failure to obtain any consent or take any action, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and

The servicer will covenant and agree as follows:

If the servicer breaches any of the covenants in the two immediately preceding bullet points 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, then, unless otherwise instructed by the trust, no later than 60 days (or such longer period, not to exceed 150 days, as may be agreed to by the trust) 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 outstanding balance of the principal receivables in the affected accounts, plus accrued finance charge receivables in such accounts on the first payment date following the Monthly Period in which such purchase obligation arises. 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 or longer period described

above, the relevant breach has been cured and the covenant has been complied with in all material respects. The obligation to accept reassignment is the sole remedy with respect to any such breach.

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 and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses 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 entity 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 party to the servicing agreement or any successor, assignee or third party beneficiary of such party or any other entity asserting claims through such party for indirect, punitive, exemplary or consequential damages arising from any transaction contemplated by the servicing agreement.

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.

Servicer Default; Successor Servicer

The occurrence of any of the following events constitutes a servicer default for all series if the trust provides written notice to the servicer declaring the existence of such servicer default and requiring the same to be remedied:

written notice of the failure has been provided to the servicer by the trust; provided that, if the delay or failure was caused by an act of God or other similar occurrence, then a servicer default will not be deemed to occur until 120 days after written notice of the failure has been provided to the servicer by the trust;

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.

If a servicer default occurs, the trust may, if directed by the indenture trustee at the direction of the noteholders of not less than 66⅔% of the outstanding dollar principal amount for all series, give notice to the servicer terminating all of the rights and obligations of the servicer under the servicing agreement. In connection with such termination, the trust will notify the indenture trustee and appoint an Eligible Servicer as successor servicer. The successor servicer will accept its appointment by executing, acknowledging and delivering to the trust an instrument in form and substance acceptable to the trust and by providing written notice of such appointment to each rating agency that has rated an outstanding series, class or tranche of notes and the indenture trustee. Because the bank, as servicer, has significant responsibilities with respect to the servicing of the transferred receivables, 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, subject to the following sentence. Notwithstanding the preceding sentence, the indenture trustee will, if it is legally unable or unwilling to so act or if the noteholders of more than 50% of the then- outstanding principal amount of all notes so request in writing to the indenture trustee, appoint or petition a court of competent jurisdiction to appoint, a servicing institution established in servicing receivables substantially similar to the receivables as the successor to the servicer in the assumption of all or any part of the responsibilities, duties or liabilities of the servicer under the servicing agreement. If the indenture trustee becomes the successor servicer, all costs associated with the transfer of servicing will be paid by the predecessor servicer.

The indenture trustee may resign as the servicer by giving written notice of such resignation to the trust and in such event will be released from such duties and obligations, such release not to be effective until the date a successor servicer enters into a servicing agreement with the trust as provided below. Upon delivery of any such notice to the trust, the trust will appoint an Eligible Servicer as the successor servicer under the servicing agreement. If within 30 days after the delivery of the notice of termination of the Servicer’s right and powers referred to above, the trust has not have obtained such a successor servicer, the indenture trustee may appoint, or may petition a court of competent jurisdiction to appoint, a successor servicer. In connection with any such appointment, the indenture trustee may make such arrangements for the compensation of such successor servicer as the indenture trustee and such successor servicer shall agree. If the indenture trustee will succeed to the previous servicer’s duties as servicer, it will do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of the indenture described in “ The Indenture Trustee ” will be inapplicable to the indenture trustee in its duties as the successor servicer and the servicing of the transferred receivables. If the indenture trustee becomes the successor servicer under the servicing agreement, the indenture trustee will be entitled to appoint any one of its affiliates as a sub-servicer or agent; provided, that it will be fully liable for the actions and omissions of such sub-servicer or agent. If the indenture trustee acts as successor servicer, it will not, in any event have obligations (i) with respect to the repurchase of the transferred receivables, (ii) to pay any fees, expenses and other amounts owing to the administrator, (iii) to pay any indemnities owed by a servicer pursuant to the servicing agreement or the indenture or (iv) with respect to the servicer’s obligations under the FDIC Rule Covenants. Further, if the indenture trustee acts as successor servicer, all costs associated with the transfer of servicing will be paid by the predecessor servicer.

If the indenture trustee 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.

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 servicer 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 an Eligible Servicer as successor servicer.

The servicer’s resignation will not become effective until a successor has assumed the servicer’s obligations and 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:

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 daily fee for its servicing activities for each day, equal to the result of (a) the aggregate amount of transferred principal receivables determined as of the close of business on the last day of the preceding Monthly Period (or, if a reset date has occurred since the last day of the preceding Monthly Period, as of the most recent reset date), multiplied by (b) the result of [●]% divided by twelve (12), and multiplied by (c) the result of one (1) divided by the actual number of days during the Monthly Period. The share of the daily servicing fee allocable to each series, class or tranche of notes, as applicable, will be specified in the related indenture supplement or terms document, as applicable, and is described in “ Description of SynchronySeries Provisions—Servicing Compensation and Payment of Expenses. ” The daily servicing fee for any date of processing will be paid or retained by the servicer from collections for such date of processing within two (2) business days of such date of processing. The daily servicing fee for any day that is not a date of processing will be paid or retained by the servicer from collections for the immediately preceding date of processing within two (2) business days of such immediately preceding date of processing. The servicing fee allocable to the SynchronySeries for each payment date will be paid from the SynchronySeries’ share of collections of finance charge receivables each month as described in “ Description of SynchronySeries Provisions—Application of SynchronySeries Available Finance Charge Collections. ”

At least five (5) business days before the first day of any Monthly Period, the servicer may elect, by providing written notice to the trust, to receive a monthly servicing fee for such Monthly Period in lieu of the daily servicing fees described in the preceding paragraph. The monthly servicing fee will be equal to the sum of the daily servicing fees (calculated as described in the preceding paragraph) for each day in such Monthly Period (or portion thereof). The share of the monthly servicing fee allocable to each series, class or tranche of notes, as applicable, will be specified in the related indenture supplement or terms document, as applicable, and is described in “ Description of SynchronySeries Provisions—Servicing Compensation and Payment of Expenses. ” After electing to receive a monthly servicing fee for a Monthly Period, the servicer can change such election and instead receive daily servicing fees for such Monthly Period by providing written notice to the trust at least five (5) business days before the first day of such Monthly Period. The servicing fee allocable to the SynchronySeries for each payment date will be paid from the SynchronySeries’ share of collections of finance charge receivables each month as described in “ Description of SynchronySeries Provisions— Application of SynchronySeries Available Finance Charge Collections. ”

The servicer will pay from its servicing compensation expenses of servicing the receivables.

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 trust’s fiscal year, the servicer will deliver to the trust a report on assessment of compliance with the servicing criteria specified in Item 1122(d) of the Regulation AB. The servicing agreement also provides that on or before the 90 ^th day following the end of the trust’s fiscal year, the servicer will cause a registered public accounting firm to furnish to the trust and each rating agency hired to rate an outstanding series, class or tranche of notes an attestation report on the servicing party’s assessment of compliance with the applicable servicing criteria for the applicable fiscal year.

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 on 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 trust’s fiscal year, the servicer will provide an officer’s certificate to the trust to the effect that:

The Indenture Trustee

Indenture Trustee

The Bank of New York Mellon, a New York banking corporation, is the indenture trustee under the indenture. Its principal corporate trust office is located at 101 Barclay Street, Attention: Corporate Trust Office—Synchrony Card Issuance Trust, New York, New York 10286.

The Bank of New York Mellon has and currently is serving as indenture trustee for numerous securitization transactions and programs involving pools of credit card receivables.

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 residential mortgage-backed securitization (“ RMBS ”) transactions, The Bank of New York Mellon has been named as a defendant in a number of legal actions brought by RMBS investors. These lawsuits allege that the trustee had expansive duties under the governing

agreements, including the duty to investigate and pursue breach of representation and warranty claims against other parties to the RMBS transactions. While it is inherently difficult to predict the eventual outcomes of pending actions, The Bank of New York Mellon denies liability and intends to defend the litigations vigorously.

The Bank of New York Mellon has provided the above information for purposes of complying with Regulation AB. Other than the above three paragraphs, The Bank of New York Mellon has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

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 is continuing, 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 its own affairs. If an event of default occurs and is continuing, the indenture trustee may, in its discretion, take any action permitted under the indenture and not inconsistent with a noteholder direction to protect and enforce its rights and the rights of the noteholders of the affected series. See “ Description of the Notes—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 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 expenses incurred or made by it, including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel. The trust has also agreed to indemnify the indenture trustee against any loss, liability or expense incurred by them to the extent arising out of or in connection with the acceptance or administration of the trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of its powers or duties under the indenture, other than any loss, liability or expense incurred by the indenture trustee through its own willful misconduct, negligence or bad faith.

Resignation or Removal of Indenture Trustee

The indenture trustee may resign at any time by giving 30 days’ written notice to the trust. Noteholders holding not less than 66 ² ¤ ₃ % of the aggregate outstanding principal amount of all notes may remove the indenture trustee at any time with 30 days’ notice delivered to the indenture trustee and the trust. In addition, if the indenture trustee fails to comply with Section 310(b) of the Trust Indenture Act after written request to do so by the trust or any noteholder that has been a bona fide noteholder for at least 6 months, ceases to be eligible to continue as an indenture trustee under the indenture, becomes insolvent or otherwise becomes legally unable to act as indenture trustee with respect to any series, class or tranche of notes, the trust may remove the indenture trustee as the indenture trustee for such series, class or tranche (or in the case of insolvency, for all series, classes or tranches), or any noteholder that has been a bona fide noteholder for at least 6 months with respect to a series, class or tranche may petition a court of competent jurisdiction for the removal of the indenture trustee and the appointment of a successor indenture trustee for such series, class or tranche (or in the case of insolvency, for all series, classes or tranches). If the indenture trustee resigns or is removed with respect to any series, class or tranche of notes, the trust will then be obligated to appoint a successor indenture trustee. Within one year of such resignation or removal, the noteholders holding the majority aggregate outstanding principal amount of a series, class or tranche may appoint a successor indenture trustee, which will supersede the successor indenture trustee selected by the trust for such series, class or tranche. If a successor indenture trustee has not been appointed by the trust or the noteholders and accepted appointment, any noteholder that has been a bona fide noteholder for at least 6 months with respect to a series, class or tranche may petition a court of competent jurisdiction for the appointment of a successor indenture trustee for such series, class or tranche. 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 the indenture trustee has or will acquire a conflicting interest within the meaning of the Trust Indenture Act, the indenture trustee will, if so required by the Trust Indenture Act, either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and the indenture.

The Owner Trustee

Owner Trustee

[The Owner Trustee is Citibank, N.A. (“ Citibank ”), a national banking association and wholly owned subsidiary of Citigroup Inc., a Delaware corporation. Citibank, N.A. performs as Owner Trustee through the Agency and Trust line of business, a part of Issuer Services. Citibank, N.A. has primary corporate trust offices located in both New York and London. Citibank, N.A. is a leading provider of corporate trust services offering a full range of agency, fiduciary, tender and exchange, depositary and escrow services. As of the end of the first quarter of 2018, Citibank’s Agency and Trust group manages in excess of $4.9 trillion in fixed income and equity investments on behalf of over 2,500 corporations worldwide. Since 1987, Citibank Agency and Trust has provided corporate trust services for asset-backed securities containing pool assets consisting of airplane leases, auto loans and leases, boat loans, commercial loans, commodities, credit cards, durable goods, equipment leases, foreign securities, funding agreement backed note programs, truck loans, utilities, student loans and commercial and residential mortgages. As of the end of the first quarter of 2018, Citibank, N.A. acts as indenture trustee and/or paying agent for approximately 218 various asset backed trusts supported by either auto loans or leases or equipment loans or leases.

In the ordinary course of business, Citibank is involved in a number of legal proceedings, including in connection with its role as trustee of certain RMBS transactions.  Certain of these Citibank as trustee-related matters are disclosed herein.

On June 18, 2014, a civil action was filed against Citibank in the Supreme Court of the State of New York by a group of investors in 48 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, asserting claims for purported violations of the Trust Indenture Act of 1939 (the “ Trust Indenture Act ”), breach of contract, breach of fiduciary duty and negligence based on Citibank’s alleged failure to perform its duties as trustee for the 48 RMBS trusts. On November 24, 2014, plaintiffs sought leave to withdraw this action. On the same day, a smaller subset of similar plaintiff investors in 27 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, filed a new civil action against Citibank in the United States District Court for the Southern District of New York asserting similar claims as the prior action filed in state court. In January 2015, the court closed plaintiffs’ original state court action. On September 8, 2015, the federal court dismissed all claims as to 24 of the 27 trusts and allowed certain of the claims to proceed as to the other three trusts. Subsequently, plaintiffs voluntarily dismissed all claims with respect to two of the three trusts. On April 7, 2017, Citibank filed a motion for summary judgment. Plaintiffs filed its consolidated opposition brief and cross motion for partial summary judgment on May 22, 2017. Briefing on those

motions was completed on August 4, 2017. On March 22, 2018, the court granted Citibank’s motion for summary judgment in its entirety, denied Plaintiffs’ motion for summary judgment and ordered the clerk to close the case.

On November 24, 2015, the same investors that brought the federal case brought a new civil action in the Supreme Court of the State of New York related to 25 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee. This case includes the 24 trusts previously dismissed in the federal action, and one additional trust. The investors assert claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, and violation of New York’s Streit Act (the “ Streit Act ”). Following oral argument on Citibank’s motion to dismiss, Plaintiffs filed an amended complaint on August 5, 2016. On June 27, 2017, the state court issued a decision, dismissing the Event of Default claims, mortgage-file-related claims, the fiduciary duty claims, and the conflict of interest claims. The decision sustained certain breach of contract claims including the claim alleging discovery of breaches of representations and warranties, a claim related to robo-signing, and the implied covenant of good faith claim. Citibank appealed the lower court’s decision and on January 16, 2018, the Appellate Division, First Department dismissed the claims related to robo-signing and the implied covenant of good faith, but allowed plaintiffs’ claim alleging discovery of breaches of representations and warranties to proceed.

On August 19, 2015, the Federal Deposit Insurance Corporation (FDIC) as Receiver for a financial institution filed a civil action against Citibank in the Southern District of New York. This action relates to one private-label RMBS trust for which Citibank formerly served as trustee. FDIC asserts claims for breach of contract, violation of the Streit Act, and violation of the Trust Indenture Act. Citibank jointly briefed a motion to dismiss with The Bank of New York Mellon and U.S. Bank, entities that have also been sued by FDIC in their capacity as trustee, and whose cases are also in front of Judge Carter. On September 30, 2016, the Court granted Citibank’s motion to dismiss the complaint without prejudice for lack of subject matter jurisdiction. On October 14, 2016, FDIC filed a motion for reargument or relief from judgment from the Court’s dismissal order. On July 11, 2017, Judge Carter ruled on the motion for reconsideration regarding his dismissal of the action. He denied reconsideration of his decision on standing, but granted leave to amend the complaint by October 9, 2017 . The FDIC subsequently requested an extension of time to file its amended complaint, which was granted. The FDIC filed its amended complaint on December 8, 2017.

There can be no assurances as to the outcome of litigation or the possible impact of litigation on the trustee or the RMBS trusts.  However, Citibank denies liability and continues to vigorously defend against these litigations.  Furthermore,  neither the above-disclosed litigations nor any other pending legal proceeding involving Citibank will materially affect Citibank’s ability to perform its duties as Owner Trustee under the Trust Agreement for this transaction.

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

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 as registrar for purposes of registering the transfer of the transferor interest and any supplemental interests 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, 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 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 interest, 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 interest, 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 as holder of the transferor interest, 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 interest, 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, the servicer or any holder of a supplemental interest.

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 reasonably provided or 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 the trust agreement or any related 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, or to institute, conduct or defend any litigation under the trust agreement or otherwise, at the request, order or direction of us, as holder of the transferor interest, 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. The owner trustee will not be personally liable for special, consequential or punitive damages, however styled, including without limitation, lost profits, or any losses due to forces beyond the control of the owner trustee.

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, agents and employees 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 or the owner trustee’s failure to use ordinary care in handling funds. We will also not be liable to the owner trustee or any other indemnified party for any taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the owner trustee.

Resignation or Removal of Owner Trustee; Eligibility

The owner trustee may resign at any time by giving written notice to the administrator; provided, however, that such resignation will only be effective upon the appointment of a successor owner trustee. 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 60 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 meet the eligibility requirements described in the preceding paragraph and fails to resign after receiving a written request to resign 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.

The Delaware Trustee

Delaware Trustee

Citicorp Trust Delaware, National Association (“ Citicorp Trust ”) will act as Delaware trustee. Citicorp Trust is a national banking association and is an affiliate of Citibank, N.A. Citicorp Trust’s principal place of business is located at 20 Montchanin Road, Suite 180, Greenville, Delaware 19807. Citibank, N.A. and its affiliates, including Citicorp Trust, have acted as a Delaware or owner trustee for a variety of transactions and asset types.

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

Duties and Responsibilities of Delaware Trustee

The Delaware trustee has been appointed solely for the purpose of complying with the requirement of the Delaware Statutory Trust Statute that the trust have at least one trustee, which, in the case of a natural person, is a resident of the State of Delaware, or which in all other cases, has its principal place of business in the State of Delaware. The duties and responsibilities of the Delaware trustee shall be limited solely to (i) accepting legal process served on the trust in the State of Delaware and (ii) the execution of any certificates which the Delaware trustee is required to execute under Section 3811 of the Delaware Statutory Trust Statute.

Indemnification of Delaware Trustee

We will reimburse the Delaware trustee for its reasonable expenses. The Delaware trustee has the same indemnification rights as the owner trustee, which are described under “ The Owner Trustee—Compensation and Indemnification of Owner Trustee. ”

Resignation or Removal of Delaware Trustee; Eligibility

The Delaware trustee may resign at any time by giving written notice to the administrator. Upon receiving notice of the resignation of the Delaware trustee, the administrator will promptly appoint a successor Delaware trustee. If no successor Delaware trustee has been appointed and accepted appointment within 60 days after the Delaware trustee gives notice of its resignation, the resigning Delaware trustee may petition any court of competent jurisdiction for the appointment of a successor Delaware trustee.

The Delaware trustee and any successor Delaware trustee must at all times satisfy the requirements of Section 3807 of the Statutory Trust Statute. If the Delaware trustee ceases to meet the eligibility requirements described in the preceding sentence and fails to resign after receiving a written request to resign from the administrator, or if the Delaware trustee becomes legally unable to act or certain bankruptcy or insolvency related events occur with respect to the Delaware trustee, then the administrator may remove the Delaware trustee and appoint a successor Delaware trustee.

Any resignation or removal of the Delaware trustee will not become effective until acceptance of appointment of a successor Delaware trustee and payment of all fees and expenses owed to the outgoing Delaware 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 us, Synchrony, the bank, the issuing entity, the indenture trustee, the owner trustee, the Delaware 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:

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 or acquired by the bank or additional originators designated from time to time pursuant to the terms of the receivables sale agreement and the transfer agreement. 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 .”

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 in “ —Representations and Warranties of the Depositor .”

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 made by obligors are applied in accordance with the bank’s credit and collection policies and applicable regulations. Subject to applicable law and in some cases subject to program partner 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 types of promotional financing the bank offers include:

For certain credit card 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 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 bank’s credit card programs are also subject to the MLA, which extends specific protections to covered borrowers. These protections include, but are not limited to: a limit on the military annual percentage rate that can be charged to 36%, delivery of certain required disclosures and a prohibition on mandatory arbitration agreements. See “ Risk Factors—The Company’s business is subject to government regulation, supervision examination and enforcement, which could adversely affect the Company’s business, results of operations and financial condition. ”

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. See “ Risk Factors—Current, pending and proposed regulation and legislation relating to consumer protection laws may impede collection efforts or reduce collections ,” “ —The Dodd-Frank Act has had, and may continue to have, a significant impact on us, the issuing entity, the bank or the Company ” and “ —There continues to be uncertainty as to how the CFPB’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 .”

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. The class settlement was approved by Judge John Gleeson on December 13, 2013. The National Retail Federation and a number of merchants appealed that settlement to the United States Court of Appeals for the Second Circuit and on June 30, 2016, the Second Circuit reversed Judge Gleeson’s ruling that approved the settlement and remanded the action back to the Eastern District of New York. On November 23, 2016, the class plaintiffs petitioned the U.S. Supreme Court for a writ of certiorari to review the Second Circuit’s decision. The Supreme Court denied the petition on March 27, 2017. 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 .”

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:

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 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 existing or created in favor of, or created by, us or 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 charged-off 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 transfer agreement, unless such breach is cured within the applicable cure period described below those receivables will be designated as ineligible receivables. We will be permitted 60 days to cure the breach or a longer period, not to exceed 150 days as may be agreed to by the indenture trustee, after we discover or receive notice of the breach from the trust or the indenture trustee acting at the direction of more than 50% of the then outstanding principal amount of all Notes.

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, on the first date on which we sell additional receivables to the trust after the repurchase obligation arises. 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 receivables from the Aggregate Principal Receivables. 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. Reassignment of any affected receivables to us is the sole remedy respecting any breach of the representations and warranties described above.

For purposes of the above representations and warranties, an “ eligible account ” is an account that satisfies the following criteria as of the initial cut-off date or addition representation date:

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:

Representations and Warranties of the Bank

In the receivables sale agreement, the bank represents and warrants to us as of each date on which receivables are transferred to us that:

For purposes of the representations above and the criteria for eligible receivables described above, 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 charged-off 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, unless such breach is cured within the applicable cure period described below, those receivables will be designated as ineligible receivables and will be subject to repurchase by the bank as described below. The bank will be permitted 60 days to cure the breach or a longer period not to exceed 150 days agreed to by us after the bank discovers the breach or receives notice of the breach from us or the indenture trustee acting at the direction of holders of more than 50% of the then outstanding principal amount of all notes.

The bank 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 or one of the other transaction documents, the bank will instead pay the full repurchase price to us in cash.

In the receivables sale agreement, the bank will also make representations and warranties to us as to:

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, but with five business days’ prior notice to each rating agency that has rated an outstanding series, class or tranche of notes, so long as the following limits are not exceeded:

We may exceed these limitations if the Rating Agency Condition is satisfied for all outstanding series of notes, in which case the five business days’ prior notice requirement described above will not apply.

If at the end of any Monthly Period an Asset Deficiency exists, we will be required to designate additional accounts to the trust and assign the related receivables to the trust on or prior to the required designation date described below unless the Asset Deficiency, calculated after giving effect to any payment of principal on any outstanding series of notes to occur on the following payment date, no longer exists 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 required designation date. The required designation date will be the tenth business day following the end of the Monthly Period, provided that if the requirement to designate additional accounts arises from an Asset Deficiency due to the Risk Retention Transferor Amount being less than the Required Risk Retention Transferor Amount, the required designation date will be the last day of the next following Monthly Period. The amount of the required addition is the amount necessary so that no Asset Deficiency exists 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.

When we transfer receivables in additional accounts to the trust, we must deliver a written assignment to the trust, indicate in our electronic records that such receivables have been transferred by us and, if any optional addition of accounts would exceed the limits described above, satisfy the Rating Agency Condition.

As described in more detail in “ Review of Pool Asset Disclosure ,” in connection with account additions, we periodically identify accounts that meet the trust eligibility criteria described in “ 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, if any) 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 (other than in the case of removed accounts designated for purchase by a program partner under the terms of the program partner’s credit card program agreement or the removal of inactive accounts) is subject to the satisfaction of several conditions, including that:

In addition, we may from time to time, remove accounts designated for purchase by a program partner under the terms of the program partner’s credit card program agreement with the bank.  In connection with such a removal, we are required to use reasonable efforts to satisfy the Rating Agency Condition.  The repurchase price for these receivables will be equal to the outstanding principal amount of the receivables in the removed accounts, plus accrued finance charges in such removed accounts, as of the date the balance of principal receivables in the removed accounts is determined for purposes of calculating the purchase price to be paid by the program partner in accordance with the program partner’s credit card program agreement with the bank.  Amounts received by the trust for these removed receivables will be treated as collections of transferred principal receivables and finance charge receivables. However, if no Asset Deficiency would exist after giving effect to the removal of such accounts, no cash payment of the repurchase price will be required and the consideration for the removed receivables will be a corresponding reduction in the Free Equity Amount.

From time to time, we may also designate accounts that have had a zero balance and on which no charges have been made for at least the preceding twelve months as removed accounts without satisfying the conditions described above.

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 Securities Exchange Act of 1934 or filed with

the SEC in connection with the filing by us of a prospectus or registration statement relating to the trust.

The Selected Portfolio and the Trust Portfolio

Selection of the Trust Portfolio

The bank’s credit card portfolio is primarily comprised of private label and dual card accounts. The bank has selected the accounts in the current trust portfolio from among a subset of its dual card and private label credit card programs. The accounts in this subset of dual card and private label credit card programs are referred to as the “ selected portfolio .” Accounts designated to the trust portfolio were selected for the trust portfolio from among the accounts in the selected portfolio that satisfy the eligibility criteria specified in the receivables sale agreement and the transfer agreement. See “ The Trust Portfolio—Representations and Warranties of the Depositor ” for a description of the eligibility criteria used to select the trust portfolio.

The relative percentages of accounts originated in each credit card program are expected to change from time to time for both the selected portfolio and the trust portfolio, and the composition of the trust portfolio does not, and in the future is not expected to, match the composition of the selected portfolio with respect to any of the pool characteristics described below in “ Composition of the Trust Portfolio, ” and there may be material differences between the composition of the selected portfolio and the trust portfolio. In addition, in the future accounts may be selected for designation to the trust portfolio from credit card programs for additional program partners whose accounts are not currently included in the selected portfolio. Credit card program accounts currently included in the selected portfolio may be removed from the selected portfolio in the future, and credit card accounts in those credit card programs may be removed from the trust portfolio, subject to satisfaction of the conditions described in “ The Trust Portfolio – Removal of Accounts. ”

The tables under the heading “ Performance of the Selected Portfolio and the Trust Portfolio ” in Annex IV contain certain performance information for the receivables in the selected portfolio, and tables under the heading “ Composition of the Trust Portfolio ” in Annex IV summarize the trust portfolio by various criteria as of the dates specified in Annex IV.

Review of Pool Asset Disclosure

In connection with the offering of the offered notes, 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 (such disclosure, the “ Asset Review Information ”). This review was designed and effected to provide us with reasonable assurance that the Asset Review Information is accurate in all material respects.

The Asset Review Information consisting of factual information was reviewed and approved by those officers and employees of us, the bank and our and the bank’s affiliates who are knowledgeable about such factual information. Our counsel reviewed the Asset Review Information consisting of descriptions of portions of the transaction documents and compared that Asset Review Information to the related transaction documents. Asset Review Information

consisting of descriptions of the program agreements for the selected portfolios was reviewed and compared to the applicable program agreements by officers of the bank familiar with those documents. Our officers and affiliates also consulted with internal regulatory personnel and counsel with respect to the description of the legal and regulatory provisions that may materially and adversely affect the performance of the transferred receivables or payments on the notes.

Our employees and affiliates, with the assistance of a third party we engaged, also performed a review of the statistical information in this prospectus with respect to the transferred receivables. The statistical information relating to the transferred receivables was compared to information from the bank’s database regarding the attributes of such receivables. The results of the review provided validation that the data is accurate and consistent in all material respects with the information maintained in the bank’s database.

Certain data processing and administrative functions associated with the servicing of the trust portfolio are currently being performed on behalf of the bank by First Data Resources, Inc. (“ FDR ”). Information processed by FDR is transferred to the bank’s information system, and the statistical information regarding the trust accounts that is included in this prospectus is derived from the bank’s information system. The bank utilizes a variety of integrated automated controls to ensure that data processed by FDR is accurately transferred to the bank’s information systems including data architectural controls that validate record counts as well as data quality controls to measure completeness, consistency and validity. In addition, the bank verifies the accuracy of what is processed by reviewing a report that compares data fields including the total credit limits, delinquency statuses, late fees, finance charges and principal receivables of all accounts processed by FDR to the corresponding information reflected in the bank’s information systems for all accounts owned by the bank.

With respect to the disclosure in “ Compliance with Underwriting Criteria ” below, the bank regularly engages in activities that are designed to monitor and measure compliance with its credit policy, including testing of automated approval systems and monthly monitoring and compliance checks with respect to credit line decisions that are not handled through the automated system.

To ensure models used in automated strategies are “good to use,” the bank utilizes a model governance framework which is in accordance with the latest regulatory guidance. Upon instances where deviation from expected performance is observed, the bank management team is notified, with an explanation of the results. This notification to bank management may result in re-evaluating and, potentially, re-building models.  When monitoring the quality of the automated decision approvals, the bank uses monthly portfolio performance packages. These packages summarize monthly approval trends by score range, channel and lines assigned.

As described in more detail in “ Compliance with Underwriting Criteria ” below, if a cardholder requests a credit line that exceeds the amount set for such cardholder by the automated system, the related request may be forwarded to a group referred to as “Credit Solutions” for consideration. Credit line decisions made by the Credit Solutions group are monitored through a monthly process during which each underwriter has a minimum number of eight credit line decisions reviewed by a bank quality control analyst who rates each decision in accordance with an established review methodology.

Since July 1, 2010, additional procedures have been implemented to monitor the activities of the Credit Solutions group. Currently, on a monthly basis, a surveillance team screens a sample of accounts that were handled by the Credit Solutions group to identify accounts for decisions outside the procedure. The surveillance team selects the sample of accounts to be reviewed on a random basis in an amount sufficient to provide a 95% confidence level for all accounts that were handled by the Credit Solutions group in the prior month. Such accounts are then re-evaluated to determine whether there were any exceptions from underwriting guidelines with respect to the credit lines granted on such accounts. Prior to March 1, 2018, the surveillance team screened all accounts that were handled by the Credit Solutions group, and there may be modifications to such surveillance procedures from time to time in the future.

In connection with account additions, we periodically identify accounts that meet the trust eligibility criteria by screening the inventory of accounts owned by the bank (including accounts acquired from third party originators) for the applicable characteristics. We then prepare a report that shows the applicable account characteristics for the accounts that passed the screen. This report is reviewed by the bank to ensure that the screen properly excluded any ineligible accounts. Among the population of eligible accounts, the bank, in its discretion, may apply additional screens based on certain account characteristics, including credit score and delinquency status, however, the bank is not required to do so. Once these additional screens have been applied, the bank randomly selects accounts from the remaining population of eligible accounts. In connection with each account addition, we will represent that no selection procedures believed to be materially adverse to the interests of the issuing entity or the noteholders were utilized in selection of the additional accounts from the available eligible accounts.

Portions of the review of the legal, regulatory and statistical information were performed with the assistance of our affiliates and third parties we engaged, which determined the nature, extent and timing of the review and the level of assistance provided by its affiliates and the third parties. We had ultimate authority and control over, and assume all responsibility for, the review and the findings and conclusions of the review. We attribute all findings and conclusions of the review to ourselves.

After undertaking the review described above, we have concluded that we have reasonable assurance that the Asset Review Information in this prospectus is accurate in all material respects.

Compliance with Underwriting Criteria

As described in “ The Sponsor—Underwriting Process ,” the bank makes virtually all underwriting and authorization decisions using an automated system that considers credit bureau information that is run through proprietary scoring models developed for the bank to calculate each applicant’s credit score. This automated system drives all decisions to approve or decline a customer’s request for credit and also sets an initial credit line on each approved customer’s account, in each case without any underwriter discretion.

In cases where a newly approved cardholder or an existing cardholder has requested a credit line that exceeds the amount set by the automated system, the request is forwarded to the Credit

Solutions group for further consideration if such cardholder received the highest internal credit rating from the automated system. Applicants with lower credit ratings are offered the maximum credit line permitted by the automated system without any review by the Credit Solutions group. Once accounts are received by the Credit Solutions group, all requests for a higher credit line are screened through a system that considers each applicant’s bankruptcy history, ability to pay and recent increase history. All accounts considered by the Credit Solutions group that pass the initial screen are then assessed by underwriters according to operating procedures that consider certain account characteristics, including factors such as credit grade and delinquency history. If an applicant satisfies all criteria specified by the operating procedures, the reviewing underwriter may grant a higher credit line up to designated levels.

We have reviewed the credit line decisions made by the Credit Solutions group that were identified by the bank’s surveillance team as specified above between [●] [●], 20[●] and [●] [●], 20[●] for credit line decisions relating to the Retail Card platform that were exceptions to the underwriting guidelines disclosed in this prospectus. Some of these credit line decisions were granted at or under the designated maximum level permitted by the operating procedures, however such accounts were found to deviate from the disclosed underwriting guidelines for the sole reason that they lacked requisite manager pre-approval. The remainder of the exceptions were determined to be exceptions because the credit lines were found to be above the maximum level permitted by the operating procedures for those accounts. Based on our review, the number of credit line decisions for which exceptions were identified represents less than [●]% of accounts for which credit was granted during such time period.

The bank determined to include the receivables for which exceptions were identified in the trust portfolio because the exceptions would not have a material adverse effect on the trust, and therefore, despite the exceptions to the underwriting criteria, the related receivables are eligible for sale to the trust. With respect to these credit-related exceptions, the bank considers, as an additional compensating factor, that ongoing credit monitoring enables the bank to adjust the credit limit as deemed necessary by the results of the behavioral scoring model that is applied to each account periodically.

Static Pool Information

Static pool information for the selected portfolio and the trust portfolio relating to gross charge-offs, delinquencies, yield and payment rate can be located in Annex II to this prospectus, which forms an integral part of this prospectus. Annex II does not include information relating to prepayments, because the concept of prepayments is not an applicable consideration for credit card accounts beyond payment rate data, which is provided in Annex II.  Annex II does not include information relating to standardized credit scores, because credit decisions regarding the accounts are being made on an ongoing basis based on the evolving credit scores of the related obligors.

Asset Representations Review

As discussed under “ The Trust Portfolio—Representations and Warranties of the Depositor ,” and “ The Trust Portfolio—Representations and Warranties of the Sellers ,” we and the seller make certain representations and warranties regarding the eligibility of the transferred receivables and the related accounts. The asset representations reviewer will be responsible for reviewing the transferred receivables and related accounts for compliance with the representations and warranties regarding if an account is an eligible account and if a receivable is an eligible receivable (collectively, the “ Pool Asset Representations ”), when the following asset review conditions (the “ Review Conditions ”) have been satisfied:

If the Review Conditions are satisfied (the first date on which all of the Review Conditions are satisfied is referred to as the “ Review Trigger Date ”), then the asset representations reviewer will perform a review of the Subject Receivables (as defined below) for compliance with the Pool Asset Representations as described below under “— Asset Review. ”

Delinquency Trigger

On or prior to each payment date, the servicer will calculate the Delinquency Percentage for the preceding Monthly Period. The “ Delinquency Percentage ” for each payment date and the related preceding Monthly Period is an amount equal to the ratio (expressed as a percentage) of (i) the aggregate receivables balance of all 60-Day Delinquent Receivables as of the last day of the Monthly Period immediately preceding such payment date to (ii) the aggregate receivables balance of all transferred receivables as of the last day of the related Monthly Period. “ 60-Day Delinquent Receivables ” means, as of any date of determination, all transferred receivables (other than charged-off receivables and receivables in removed accounts) that are 60 or more days delinquent as of the last day of the Monthly Period immediately preceding such date, as determined in accordance with the bank’s customary servicing practices. Charged-off receivables are not considered delinquent receivables and are therefore not included in the Delinquency Percentage calculation.

The “ Delinquency Trigger ” for any payment date and the related preceding Monthly Period will be the lowest “Delinquency Trigger” as specified in the prospectus for any series.  The Delinquency Trigger for the SynchronySeries is [●]%.  [The Delinquency Trigger for the SynchronySeries has been set at a level in excess of the historical peak of delinquent receivables [since [●]] to assure that the Delinquency Trigger is not breached due to fluctuations in credit cycles that are unrelated to breaches of representations and warranties.  The Delinquency Trigger corresponds generally to the level of expected losses on the receivables in the trust that would cause the notes to realize the first dollar of loss.  By aligning the Delinquency Trigger with the maximum level of credit losses that the notes can withstand without a loss, we believe the

Delinquency Trigger provides an appropriate early warning threshold at the point when noteholders may benefit from an Asset Review.]

“ Subject Receivables ” means, for any asset review, all transferred receivables which are 60-Day Delinquent Receivables as of the last day of the Monthly Period prior to the related Review Trigger Date. However, any receivable which becomes a repurchased receivable after the Review Trigger Date will no longer be a Subject Receivable.

Asset Review Voting

If the Delinquency Percentage on any payment date exceeds the Delinquency Trigger for that payment date, the servicer will notify investors of that occurrence on the monthly distribution report filed by us on Form 10-D, and noteholders holding at least 5% of the aggregate outstanding principal balance of all outstanding series of notes (excluding any notes held by the issuing entity or any of its affiliates) (the “ Instituting Noteholders ”) may then elect to initiate a vote of the noteholders to determine whether the asset representations reviewer will conduct the review described under “ —Asset Review ” below by giving written notice to the indenture trustee of their desire to institute such a vote. If any of the Instituting Noteholders is not a record holder as reflected on the note register, the indenture trustee may require that investor to provide verification documents to confirm that the investor is a beneficial owner of notes. Those verification documents may include a written certification that the investor is a beneficial owner of the notes and (A) a trade confirmation, (B) an account statement, (C) a letter from a broker or dealer that is acceptable to the indenture trustee or (D) any other form of documentation that is acceptable to the indenture trustee. Any such vote shall be (i) initiated no later than 90 days from date the monthly distribution report specifying that the Delinquency Trigger was breached and has been filed by us and (ii) completed no later than 150 days from the date the monthly distribution report specifying that the Delinquency Trigger was breached and has been filed by us.

The servicer will notify investors on the monthly distribution report filed by us on Form 10-D if the Instituting Noteholders initiated a vote as described in the preceding paragraph. The “ Noteholder Direction ” will be deemed to have occurred if noteholders representing at least a majority of the voting noteholders vote in favor of directing a review by the asset representations reviewer. The noteholders voting in favor of that review are referred to as the “ Directing Noteholders .” If the Instituting Noteholders elect to initiate a vote, then the bank will pay the costs, expenses and liabilities incurred by the indenture trustee, us and the issuing entity in connection with the voting process, including the costs and expenses of counsel (as described below under “— Fees and Expenses for Asset Review ”). The indenture trustee may set a record date for purposes of determining the identity of noteholders entitled to vote in accordance with Section 316(c) of the Trust Indenture Act.

Promptly after the Review Trigger Date, the indenture trustee will send a notice to the trust, which will notify us and the asset representations reviewer that the Review Conditions have been satisfied and will provide the applicable Review Trigger Date. We will notify investors that an Asset Review has been directed on the monthly distribution report filed on Form 10-D following the Review Trigger Date. Within 30 calendar days of receipt of such notice, the servicer will

provide to the asset representations reviewer a list of the accounts in which the Subject Receivables arise.

Fees and Expenses for Asset Review

The asset representations reviewer will be paid an annual fee by the bank in accordance with a letter agreement between the bank and the asset representations reviewer. Additionally, in accordance with a letter agreement between the bank and the asset representations reviewer, the asset representations reviewer will be entitled to receive a fee in connection with each Asset Review, which will be paid by the bank.

Asset Review

The asset representations reviewer will perform a review of the Subject Receivables and related accounts for compliance with the Pool Asset Representations (an “ Asset Review ”) to determine whether the Pool Asset Representations with respect to each Subject Receivable and each related account were accurate in all material respects.

The Asset Review will be performed in accordance with [such procedures as the asset representations reviewer shall deem appropriate, in the discretion of the asset representations reviewer.][Alternatively, insert description of any procedures agreed with the asset representations reviewer in the asset representations review agreement.] The servicer will provide the asset representations reviewer with access to the review materials specified in the asset representations review agreement within 60 days after receiving notice that the Review Conditions have been satisfied.

Under the asset representations review agreement, the asset representations reviewer is required to complete its review of the Subject Receivables by the 60 ^th day after the asset representations reviewer receives access to the review materials but may have an additional 30 days to complete the review if additional review materials are required. Within 5 days of its completion of its review, the asset representations reviewer will provide a report to the indenture trustee, the bank, the servicer and us of the findings and conclusions of the review of the Subject Receivables, and the Form 10-D filed by us with respect to the applicable Monthly Period in which the asset representations reviewer’s report is provided will include a summary of those findings and conclusions. The asset representations reviewer will not determine whether noncompliance with the Pool Asset Representations constitutes a breach of the transfer agreement or whether we would be required to repurchase a Subject Receivable. Additionally, the asset representations reviewer will not determine the reason for the delinquency of any receivable, the creditworthiness of any obligor, the overall quality of any receivable or the compliance by the servicer with its covenants with respect to the servicing of any receivable or to establish cause, materiality or recourse for any failed test. The bank will, after reviewing the report of the asset representations reviewer, determine whether we would be required to repurchase a Subject Receivable pursuant to the terms of the transfer agreement. For additional information on our representations and warranties, see “ The Trust Portfolio—Representations and Warranties of the Depositor ,” and for additional information on repurchases, see “ Repurchase of Receivables ” in this prospectus.

Resignation and Removal of the Asset Representations Reviewer