UNITED STATES



SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549










FORM 10-K



(Mark One)



| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2022.



or



| |  ̈ | TRANSITION
                                            REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------------------------------------------------------



|For the transition period from | to
|------------------------------ | --



333-206176, 333-206176-01, 333-229815,
333-229815-01, 333-181466, 333-181466-01



(Commission File Numbers)



SYNCHRONY
CREDIT CARD MASTER NOTE TRUST(Exact Name of Issuing Entity as Specified in its Charter)



Central Index Key Number of Issuing Entity: 0001290098



RFS
HOLDING, L.L.C.(Exact Name of Depositor as Specified in its Charter)



Central Index Key Number of Depositor: 0001226006



SYNCHRONY BANK

(Exact Name of Sponsor as
Specified in its Charter)



Central Index Key Number of Sponsor: 0001602566



Delaware
(State or Other Jurisdiction of Incorporation or Organization of the Registrant)



57-1173164 (I.R.S. Employer Identification No. for Registrant)



777 Long Ridge Road
Stamford, CT 06902

(877)
441-5094
(Address and Telephone Number of Principal Executive Offices of Registrant)



|Securities registered pursuant to Section 12(b) of the Securities
    Exchange Act of 1934: | None
|------------------------------------------------------------------------------------------- | ----
|Securities registered pursuant to Section 12(g) of the Securities
    Exchange Act of 1934: | None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ̈
Yes x No



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act. ̈ Yes  x No



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days. x
Yes   ̈ No



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). x Yes   ̈No



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act:



|Large
accelerated filer ̈  | Accelerated
filer ̈        
|------------------------- | --------------------------
|Non-accelerated filer   x | Smaller
reporting company ̈
|                          | Emerging
growth company ̈  



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ̈



Indicate by check mark whether the
registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.  ̈



If securities are registered pursuant to Section 12(b) of
the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements.  ̈



Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ̈



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act).

 ̈Yes x
No



State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second
fiscal quarter.



Registrant does not have any voting or non-voting
common equity held by non-affiliates as of the date of this report, has not been involved in bankruptcy proceedings during the past five
years and is not a corporate registrant.



Documents Incorporated by Reference. None.


















PART I



THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE
WITH GENERAL INSTRUCTION J TO FORM 10-K:



| | (A) | Item 1: | Business
| | --- | ------- | --------



| | (B) | Item 1A: | Risk Factors
| | --- | -------- | ------------



| | (C) | Item 2: | Properties
| | --- | ------- | ----------



| | (D) | Item 3: | Legal Proceedings
| | --- | ------- | -----------------



Item 1B. Unresolved Staff Comments.



Not applicable.



Item 4. [Reserved].



PART II



THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE
WITH GENERAL INSTRUCTION J TO FORM 10-K:



| | (A) | Item 5 | Market for Registrant’s Common Equity, Related Stockholder
Matters	and Issuer Purchases of Equity Securities
| | --- | ------ | ------------------------------------------------------------------------------------------------------------



| | (B) | Item 6: | [Reserved].
| | --- | ------- | -----------



| | (C) | Item 7: | Management’s Discussion and Analysis of Financial
Condition and	Results of Operations
| | --- | ------- | -------------------------------------------------------------------------------------



| | (D) | Item 7A: | Quantitative and Qualitative Disclosures about Market Risk
| | --- | -------- | ----------------------------------------------------------



| | (E) | Item 8: | Financial Statements and Supplementary Data
| | --- | ------- | -------------------------------------------



| | (F) | Item 9: | Changes in and Disagreements with Accountants on Accounting
and	Financial Disclosure
| | --- | ------- | ------------------------------------------------------------------------------------



| | (G) | Item 9A: | Controls and Procedures
| | --- | -------- | -----------------------



Item 9B. Other Information.



None.













PART III



THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE
WITH GENERAL INSTRUCTION J TO FORM 10-K:



| | (A) | Item 10: | Directors, Executive Officers
and Corporate Governance
| | --- | -------- | ------------------------------------------------------



| | (B) | Item 11: | Executive Compensation
| | --- | -------- | ----------------------



| | (C) | Item 12: | Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
| | --- | -------- | ----------------------------------------------------------------------------------------------



| | (D) | Item 13: | Certain Relationships and Related
Transactions, and Director Independence
| | --- | -------- | -------------------------------------------------------------------------



| | (E) | Item 14: | Principal Accountant Fees and
Services
| | --- | -------- | --------------------------------------



PART IV



Item 15. Exhibits, Financial Statement Schedules.



| | (a) | List of documents filed as part of this Report
| | --- | ----------------------------------------------



| | (1) | Not applicable.
| | --- | ---------------



| | (2) | Not applicable.
| | --- | ---------------



| | (3) | The exhibits listed below are either included or incorporated
by reference as indicated.
| | --- | ----------------------------------------------------------------------------------------



|Exhibit 3.1 | Certificate
    of Formation of RFS Holding, L.L.C. dated December 19, 2002 (incorporated by reference to Exhibit 3.1 of Form 10-K
    filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on March 30, 2007 (No.333-107495 and 333-107495-02))                                                                                                                                                                                                                                                                                                   
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit 3.2 | Second
    Amended and Restated Limited Liability Company Agreement of RFS Holding, L.L.C., dated September 29, 2008 (incorporated by reference
    to Exhibit 3.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C.
    on October 1, 2008 (No. 333-107495 and 333-107495-02))                                                                                                                                                                                                                               
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit 4.1 | Master
    Indenture, dated as of September 25, 2003, between GE Capital Credit Card Master Note Trust, as Issuer, and Deutsche Bank Trust
    Company Americas, as Indenture Trustee (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to Form S-3 Registration
    Statement filed May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                                                                                                         
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit 4.2 | Omnibus
    Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust,
    GE Capital Retail Bank (formerly known as GE Money Bank), GE Capital Credit Card Master Note Trust, Deutsche Bank Trust Company Delaware,
    as Trustee of RFS Funding Trust, and Deutsche Bank Trust Company Americas, as Indenture Trustee (incorporated by reference to Exhibit 4.16
    of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and
    333-107495-02))
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit 4.3 | Second
    Amendment to Master Indenture, dated as of June 17, 2004, between GE Capital Credit Card Master Note Trust and Deutsche Bank
    Trust Company Americas (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by GE Capital
    Credit Card Master Note Trust and RFS Holding, L.L.C. on July 2, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                                                                         













|Exhibit 4.4  | Third
    Amendment to Master Indenture, dated as of August 31, 2006, between GE Capital Credit Card Master Note Trust and Deutsche Bank
    Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital
    Credit Card Master Note Trust on September 5, 2006 (No. 333-107495 and 333-107495-02))                    
|------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.5  | Fourth
    Amendment to Master Indenture, dated as of June 28, 2007, between GE Capital Credit Card Master Note Trust and Deutsche Bank
    Trust Company Americas (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital
    Credit Card Master Note Trust on July 3, 2007 (No. 333-107495 and 333-107495-02))                          
|             |                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.6  | Fifth
    Amendment to Master Indenture, dated as of May 22, 2008, between GE Capital Credit Card Master Note Trust and Deutsche Bank
    Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital
    Credit Card Master Note Trust on May 28, 2008 (No. 333-107495 and 333-107495-02))                            
|             |                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.7  | Sixth
    Amendment to Master Indenture, dated as of August 7, 2009, between GE Capital Credit Card Master Note Trust and Deutsche Bank
    Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital
    Credit Card Master Note Trust on August 7, 2009 (No. 333-107495 and 333-107495-02))                        
|             |                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.8  | Seventh
    Amendment to Master Indenture, dated as of January 21, 2014, between GE Capital Credit Card Master Note Trust and Deutsche Bank
    Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital
    Credit Card Master Note Trust on January 21, 2014)                                                     
|             |                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.9  | Eighth
    Amendment to Master Indenture and Omnibus Supplement to Specified Indenture Supplements, dated as of March 11, 2014, between
    GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1
    of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust on March 14, 2014)
|             |                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.10 | Ninth
    Amendment to Master Indenture, dated as of November 24, 2015, between Synchrony Credit Card Master Note Trust and Deutsche Bank
    Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit
    Card Master Note Trust and RFS Holding, L.L.C. on November 25, 2015)                               
|             |                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.11 | Tenth
    Amendment to Master Indenture, dated as of March 3, 2016, between Synchrony Credit Card Master Note Trust and Deutsche Bank
    Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit
    Card Master Note Trust and RFS Holding, L.L.C. on March 7, 2016)                                       
|             |                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.12 | Eleventh
    Amendment to Master Indenture, dated as of April 21, 2017, between Synchrony Credit Card Master Note Trust and Deutsche Bank
    Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit
    Card Master Note Trust and RFS Holding, L.L.C. on April 26, 2017)                                  
|             |                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.13 | Twelfth
    Amendment to Master Indenture, dated as of March 16, 2021, between Synchrony Credit Card Master Note Trust and Deutsche Bank
    Trust Company Americas (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by Synchrony Credit
    Card Master Note Trust and RFS Holding, L.L.C. on March 17, 2021)                                   













|Exhibit 4.14 | Series 2016-2
    Indenture Supplement, dated as of May 26, 2016, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company
    Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master
    Note Trust and RFS Holding L.L.C. on June 1, 2016)                                                                 
|------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit 4.15 | Series 2017-2
    Indenture Supplement, dated as of November 2, 2017, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust
    Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit
    Card Master Note Trust and RFS Holding L.L.C. on November 3, 2017)                                                         
|             |                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit 4.16 | Series 2018-2
    Indenture Supplement, dated as of June 1, 2018, between Synchrony Credit Card Master Note Trust and Deutsche Bank Trust Company
    Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master
    Note Trust and RFS Holding L.L.C. on June 6, 2018)                                                                 
|             |                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit 4.17 | Omnibus
    Supplement to Specified Indenture Supplements, dated as of October 13, 2010, between GE Capital Credit Card Master Note Trust
    and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed
    by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on October 13, 2010 (No. 333-107495 and 333-107495-02))
|             |                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit 4.18 | Omnibus
    Supplement to Specified Indenture Supplements, dated as of August 20, 2012, between GE Capital Credit Card Master Note Trust
    and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed
    by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on August 21, 2012)                                     
|             |                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit 4.19 | Omnibus
    Amendment to Specified Indenture Supplements, dated as of January 21, 2014, between GE Capital Credit Card Master Note Trust
    and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed
    by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C., on January 21, 2014)                                   
|             |                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit 4.20 | Omnibus
    Supplement to Specified Indenture Supplements, dated as of February 18, 2015, between Synchrony Credit Card Master Note Trust
    and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed
    by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on February 18, 2015)                                   
|             |                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit 4.21 | Second
    Omnibus Supplement to Specified Indenture Supplements, dated as of April 21, 2017, between Synchrony Credit Card Master Note
    Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.6 of the current report on Form 8-K
    filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on April 26, 2017)                                  
|             |                                                                                                                                                                                                                                                                                                                                                                                                         
|Exhibit 4.22 | Trust
    Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C. and The Bank of New York (Delaware) (incorporated by
    reference to Exhibit 4.3 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495,
    333-107495-01 and 333-107495-02))                                                                                                   













|Exhibit 4.23 | First
    Amendment to Trust Agreement, dated as of January 21, 2014, between RFS Holding, L.L.C. and BNY Mellon Trust of Delaware (incorporated
    by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS
    Holding, L.L.C., on January 21, 2014)                                                                                                                   
|------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.24 | Second
    Amendment to Trust Agreement, dated as of September 8, 2014, between RFS Holding, L.L.C. and BNY Mellon Trust of Delaware (incorporated
    by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS
    Holding, L.L.C. on September 11, 2014)                                                                                                                 
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.25 | Third
    Amendment to Trust Agreement, dated as of April 21, 2017, between RFS Holding, L.L.C. and BNY Mellon Trust of Delaware (incorporated
    by reference to Exhibit 4.5 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS
    Holding, L.L.C. on April 26, 2017)                                                                                                                         
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.26 | Custody
    and Control Agreement, dated as of September 25, 2003 by and among Deutsche Bank Trust Company of Americas, in its capacity
    as Custodian and in its capacity as Indenture Trustee, and GE Capital Credit Card Master Note Trust (incorporated by reference to
    Exhibit 4.8 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495,
    333-107495-01 and 333-107495-02))         
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.27 | Receivables
    Sale Agreement, dated as of June 27, 2003, between GE Capital Retail Bank (formerly known as GE Money Bank) and RFS Holding,
    L.L.C. (incorporated by reference to Exhibit 4.9 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20,
    2004 (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                     
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.28 | RSA
    Assumption Agreement and Second Amendment to Receivables Sale Agreement, dated as of February 7, 2005, between GE Capital Retail
    Bank (formerly known as GE Money Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current
    report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on February 11,
    2005 (No. 333-107495 and 333-107495-02))       
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.29 | Third
    Amendment to Receivables Sale Agreement, dated as of December 21, 2006, between GE Capital Retail Bank (formerly known as GE
    Money Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by
    GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on December 21, 2006 (No. 333-107495 and 333-107495-02))                                        
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.30 | Fourth
    Amendment to Receivables Sale Agreement, dated as of May 21, 2008, between GE Capital Retail Bank (formerly known as GE Money
    Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital
    Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008 (No. 333-107495 and 333-107495-02))                                                 
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.31 | Designation
    of Removed Accounts and Fifth Amendment to Receivables Sale Agreement, dated as of December 29, 2008, between GE Capital Retail
    Bank (formerly known as GE Money Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report
    on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on December 30, 2008 (No. 333-107495
    and 333-107495-02))













|Exhibit 4.32 | Designation
    of Removed Accounts and Sixth Amendment to Receivables Sale Agreement, dated as of February 26, 2009, between GE Capital Retail
    Bank (formerly known as GE Money Bank) and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report
    on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on February 26, 2009 (No. 333-107495
    and 333-107495-02))
|------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.33 | Seventh
    Amendment to Receivables Sale Agreement, dated as of November 23, 2010, between GE Capital Retail Bank (formerly known as GE
    Money Bank), and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed
    by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on November 24, 2010 (No. 333-107495 and 333-107495-02))                                     
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.34 | Eighth
    Amendment to Receivables Sale Agreement, dated as of March 20, 2012, among GE Capital Retail Bank, RFS Holding, Inc., PLT
    Holding, L.L.C. and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed
    by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on March 20, 2012)                                                                            
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.35 | Ninth
    Amendment to Receivables Sale Agreement, dated as of March 11, 2014, among GE Capital Retail Bank, RFS Holding, Inc., PLT
    Holding, L.L.C. and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed
    by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on March 14, 2014)                                                                             
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.36 | Designation
    of Removed Accounts and Tenth Amendment to Receivables Sale Agreement, dated as of November 7, 2014, among RFS Holding, L.L.C.,
    PLT Holding, L.L.C., RFS Holding, Inc. and Synchrony Bank (incorporated by reference to Exhibit 4.2 of the current report
    on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on November 14, 2014)                                             
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.37 | Eleventh
    Amendment to Receivables Sale Agreement, dated as of March 3, 2016, among RFS Holding, L.L.C., PLT Holding, L.L.C., RFS Holding, Inc.
    and Synchrony Bank (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by Synchrony Credit
    Card Master Note Trust and RFS Holding, L.L.C. on March 7, 2016)                                                                                     
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.38 | Twelfth
    Amendment to Receivables Sale Agreement, dated as of April 21, 2017, between RFS Holding, L.L.C. and Synchrony Bank (incorporated
    by reference to Exhibit 4.4 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS
    Holding, L.L.C. on April 26, 2017)                                                                                                                          
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.39 | Thirteenth
    Amendment to Receivables Sale Agreement, dated as of May 31, 2017, between RFS Holding, L.L.C. and Synchrony Bank (incorporated
    by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS
    Holding, L.L.C. on June 2, 2017)                                                                                                                           
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.40 | Designation
    of Removed Accounts and Fourteenth Amendment to Receivables Sale Agreement, dated as of October 11, 2019, between RFS Holding,
    L.L.C. and Synchrony Bank (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony
    Credit Card Master Note Trust and RFS Holding, L.L.C. on October 15, 2019)                                                                               













|Exhibit 4.41 | Fifteenth
    Amendment to Receivables Sale Agreement, dated as of March 16, 2021, between RFS Holding, L.L.C. and Synchrony Bank (incorporated
    by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS
    Holding, L.L.C. on March 17, 2021)                                                                                                              
|------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                
|Exhibit 4.42 | Designation
    of Removed Accounts and Sixteenth Amendment to Receivables Sale Agreement, dated as of June 17, 2022, between RFS Holding, L.L.C.
    and Synchrony Bank (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit
    Card Master Note Trust and RFS Holding, L.L.C. on June 21, 2022)                                                                            
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                
|Exhibit 4.43 | Transfer
    Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated
    by reference to Exhibit 4.12 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495,
    333-107495-01 and 333-107495-02))                                                                                                             
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                
|Exhibit 4.44 | Second
    Amendment to Transfer Agreement, dated as of June 17, 2004, between RFS Holding, L.L.C. and GE Capital Credit Card
    Master Note Trust (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by GE Capital Credit
    Card Master Note Trust and RFS Holding, L.L.C. on July 2, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))                                               
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                
|Exhibit 4.45 | Third
    Amendment to Transfer Agreement, dated as of November 21, 2004, between RFS Holding, L.L.C. and GE Capital Credit
    Card Master Note Trust (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital
    Credit Card Master Note Trust and RFS Holding, L.L.C. on November 24, 2004 (No. 333-107495 and 333-107495-02))                                                      
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                
|Exhibit 4.46 | Fourth
    Amendment to Transfer Agreement, dated as of August 31, 2006, between RFS Holding, L.L.C. and GE Capital Credit Card
    Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit
    Card Master Note Trust on September 5, 2006 (No. 333-107495 and 333-107495-02))                                                                               
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                
|Exhibit 4.47 | Fifth
    Amendment to Transfer Agreement, dated as of December 21, 2006, between RFS Holding, L.L.C. and GE Capital Credit Card Master
    Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card
    Master Note Trust and RFS Holding, L.L.C. on December 21, 2006 (No. 333-107495 and 333-107495-02))                                                      
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                
|Exhibit 4.48 | Sixth
    Amendment to Transfer Agreement, dated as of May 21, 2008, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note
    Trust (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by GE Capital Credit Card Master
    Note Trust and RFS Holding, L.L.C. on May 28, 2008 (No. 333-107495 and 333-107495-02))                                                                
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                
|Exhibit 4.49 | Reassignment
    of Receivables in Removed Accounts and Seventh Amendment to Transfer Agreement, dated as of December 29, 2008, between RFS Holding,
    L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K
    filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on December 30, 2008 (No. 333-107495 and 333-107495-02))













|Exhibit 4.50 | Reassignment
    of Receivables in Removed Accounts and Eighth Amendment to Transfer Agreement, dated as of February 26, 2009, between RFS Holding,
    L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K
    filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on February 26, 2009 (No. 333-107495 and 333-107495-02))    
|------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.51 | Ninth
    Amendment to Transfer Agreement, dated as of March 31, 2010, between RFS Holding, L.L.C., and GE Capital Credit Card Master
    Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card
    Master Note Trust and RFS Holding, L.L.C. on March 31, 2010 (No. 333-107495 and 333-107495-02))                                                              
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.52 | Tenth
    Amendment to Transfer Agreement, dated as of March 20, 2012, between RFS Holding, L.L.C., and GE Capital Credit Card Master
    Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card
    Master Note Trust and RFS Holding, L.L.C. on March 20, 2012)                                                                                                 
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.53 | Eleventh
    Amendment to Transfer Agreement, dated as of March 3, 2016, between RFS Holding, L.L.C., and Synchrony Credit Card Master Note
    Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master
    Note Trust and RFS Holding, L.L.C. on March 7, 2016)                                                                                                  
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.54 | Twelfth
    Amendment to Transfer Agreement, dated as of February 23, 2017, between RFS Holding, L.L.C. and Synchrony Credit Card Master
    Note Trust (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by Synchrony Credit Card Master
    Note Trust and RFS Holding, L.L.C. on February 28, 2017)                                                                                            
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.55 | Thirteenth
    Amendment to Transfer Agreement, dated as of April 21, 2017, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note
    Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master
    Note Trust and RFS Holding, L.L.C. on April 26, 2017)                                                                                               
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.56 | Fourteenth
    Amendment to Transfer Agreement, dated as of March 16, 2021, between RFS Holding, L.L.C. and Synchrony Credit Card Master Note
    Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony Credit Card Master
    Note Trust and RFS Holding, L.L.C. on March 17, 2021)                                                                                               
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.57 | Servicing
    Agreement, dated as of June 27, 2003, by and among RFS Funding Trust, GE Capital Credit Card Master Note Trust and
    General Electric Capital Corporation, successor to GE Capital Retail Bank (formerly known as GE Money Bank) (incorporated by reference
    to Exhibit 4.13 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495,
    333-107495-01 and 333-107495-02))
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.58 | Servicing
    Assumption Agreement, dated as of February 7, 2005, by GE Capital Retail Bank (formerly known as GE Money Bank) (incorporated
    by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and
    RFS Holding, L.L.C. on February 11, 2005 (No. 333-107495 and 333-107495-02))                                                                              













|Exhibit 4.59 | First
    Amendment to Servicing Agreement, dated as of May 22, 2006, between GE Capital Credit Card Master Note Trust and GE Capital
    Retail Bank (formerly known as GE Money Bank) (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K
    filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on May 25, 2006 (No. 333-107495 and 333-107495-02))                                                                                                    
|------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.60 | Second
    Amendment to Servicing Agreement, dated as of June 28, 2007, between GE Capital Credit Card Master Note Trust and GE Capital
    Retail Bank (formerly known as GE Money Bank) (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K
    filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on June 28, 2007 (No. 333-107495 and 333-107495-02))                                                                                                 
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.61 | Instrument
    of Resignation, Appointment and Acceptance and Third Amendment to Servicing Agreement, dated as of May 22, 2008, between GE Capital
    Credit Card Master Note Trust, GE Capital Retail Bank (formerly known as GE Money Bank) and General Electric Capital Corporation
    (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by GE Capital Credit Card Master
    Note Trust and RFS Holding, L.L.C. on May 28, 2008 (No. 333-107495 and 333-107495-02))
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.62 | Fourth
    Amendment to Servicing Agreement, dated as of July 17, 2014, between GE Capital Credit Card Master Note Trust and General Electric
    Capital Corporation (incorporated by reference to Exhibit 4.14 of the current report on Form 8-K filed by GE Capital Credit
    Card Master Note Trust and RFS Holding, L.L.C. on July 16, 2014)                                                                                                                                                       
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.63 | Fifth
    Amendment to Servicing Agreement, dated as of November 24, 2015, between Synchrony Credit Card Master Note Trust and General
    Electric Capital Corporation (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by Synchrony
    Credit Card Master Note Trust and RFS Holding, L.L.C. on November 25, 2015)                                                                                                                                                   
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.64 | Sixth
    Amendment to Servicing Agreement, dated as of April 21, 2017, between Synchrony Credit Card Master Note Trust and General Electric
    Capital Corporation (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by Synchrony Credit
    Card Master Note Trust and RFS Holding, L.L.C. on April 26, 2017)                                                                                                                                                         
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.65 | Administration
    Agreement, dated as of September 25, 2003, among GE Capital Credit Card Master Note Trust, General Electric Capital Corporation,
    as administrator, and The Bank of New York (Delaware), not in its individual capacity but solely as Trustee (incorporated by reference
    to Exhibit 4.14 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495,
    333-107495-01 and 333-107495-02))                                                    
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.66 | First
    Amendment to Administration Agreement, dated as of May 4, 2009, between GE Capital Credit Card Master Note Trust and General
    Electric Capital Corporation (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital
    Credit Card Master Note Trust and RFS Holding, L.L.C. on May 6, 2009 (No. 333-107495 and 333-107495-02))                                                                                                                     













|Exhibit 4.67 | Instrument
    of Resignation, Appointment and Acceptance, dated as of July 16, 2014, among GE Capital Credit Card Master Note Trust, BNY Mellon
    Trust of Delaware, General Electric Capital Corporation and SYNCHRONY FINANCIAL (incorporated by reference to Exhibit 4.13 of
    the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on July 16, 2014)
|------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.68 | Instrument
    of Resignation, Appointment and Acceptance, dated as of December 2, 2015, among General Electric Capital, LLC, Synchrony Credit
    Card Master Note Trust and SYNCHRONY FINANCIAL (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K
    filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on December 4, 2015)                                  
|             |                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.69 | Amended &
    Restated Sub-Servicing Agreement, dated as of January 1, 2019, between SYNCHRONY FINANCIAL and Synchrony Bank (incorporated
    by reference to Exhibit 99.1 of the current report on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS
    Holding, L.L.C. on November 18, 2019)                                                                                                  
|             |                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.70 | Second
    Amended & Restated Sub-Servicing Agreement, dated as of January 1, 2022, between SYNCHRONY FINANCIAL, and Synchrony
    Bank (incorporated by reference as Exhibit 4.68 of Form 10-K filed by Synchrony Credit Card Master Note Trust and RFS Holding,
    L.L.C. on March 30, 2022 (No.333-107495 and 333-107495-02))                                                                                
|             |                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.71 | Assignment
    and Assumption Agreement, dated December 4, 2015, between General Electric Company (as successor to General Electric Capital,
    LLC) and GE Capital Global Holdings, LLC (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed
    by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on December 4, 2015)                                          
|             |                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 10.1 | Asset
    Representations Review Agreement, dated March 4, 2016, among Synchrony Credit Card Master Note Trust, RFS Holding, L.L.C., Synchrony
    Bank, SYNCHRONY FINANCIAL and Clayton Fixed Income Services LLC (incorporated by reference to Exhibit 4.4 of the current report
    on Form 8-K filed by Synchrony Credit Card Master Note Trust and RFS Holding, L.L.C. on March 7, 2016)                    
|             |                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 31.1 | Certification
    of Officer of Depositor delivered with respect to Synchrony Credit Card Master Note Trust                                                                                                                                                                                                                                                                                                      
|             |                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 33.1 | Report
    on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of SYNCHRONY FINANCIAL                                                                                                                                                                                                                                                                                                
|             |                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 33.2 | Report
    on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of Synchrony Bank                                                                                                                                                                                                                                                                                                     
|             |                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 33.3 | Report
    on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of Deutsche Bank Trust Company Americas                                                                                                                                                                                                                                                                               
|             |                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 34.1 | Attestation
    Report on Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG LLP, on behalf of SYNCHRONY FINANCIAL                                                                                                                                                                                                                                                                      
|             |                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 34.2 | Attestation
    Report on Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG LLP, on behalf of Synchrony Bank                                                                                                                                                                                                                                                                           













|Exhibit 34.3 | Attestation
    Report on Assessment of Compliance with Servicing for Asset-Backed Securities of Ernst & Young LLP, on behalf of Deutsche Bank
    Trust Company Americas
|------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                          
|Exhibit 35.1 | Servicing
    Compliance Statement of SYNCHRONY FINANCIAL                                                                                                                
|             |                                                                                                                                                                          
|Exhibit 35.2 | Servicing
    Compliance Statement of Synchrony Bank                                                                                                                     



| | (b) | Exhibit list.
| | --- | -------------



See Item 15(a)(3) above
for a list of exhibits filed in response to Item 601 of Regulation S-K.



Item 16. Form 10-K Summary.



Not applicable.



SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE
WITH GENERAL INSTRUCTION J TO FORM 10-K:



Item 1112(b) of Regulation AB. Significant
Obligors of Pool Assets (Financial Information).



Not applicable.



Item 1114(b)(2) of Regulation AB. Credit
Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).



Not applicable.



Item 1115(b) of Regulation AB. Certain
Derivatives Instruments (Financial Information).



Not applicable.



Item 1117 of Regulation AB. Legal Proceedings.



Except as disclosed in the following seven paragraphs,
there are no legal proceedings pending or proceedings known to be contemplated by governmental authorities against any of Synchrony Credit
Card Master Note Trust (the “Issuing Entity”), Deutsche Bank Trust Company Americas (“DBTCA”), as
indenture trustee (the “Indenture Trustee”), BNY Mellon Trust of Delaware (formerly known as BNYM (Delaware)) (the
 “Owner Trustee”), Synchrony Bank (the “Sponsor”), the RFS Holding, L.L.C. (the “Depositor”)
or SYNCHRONY FINANCIAL (the “Servicer”) or of which any property of the foregoing is subject, that are material to
holders of the notes of Synchrony Credit Card Master Note Trust.



In the ordinary course of business, The Bank of
New York Mellon, an affiliate of the Owner Trustee, is named as a defendant in legal actions. In connection with its role as trustee of
certain residential mortgage-backed securities (“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.



Deutsche Bank Trust Company Americas (“DBTCA”)
and Deutsche Bank National Trust Company (“DBNTC”) have been sued by investors in civil litigation concerning their
role as trustees of certain RMBS trusts.



On June 18, 2014, a group of investors, including
funds managed by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed an action against DBNTC and DBTCA in New York State
Supreme Court alleging that DBNTC and DBTCA failed to perform purported duties, as trustees for 544 private-label RMBS trusts, to enforce
breaches of representations and warranties as to mortgage loans held by the trusts and to enforce breaches by servicers of their mortgage
loan servicing obligations for the trusts. During the course of the litigation, plaintiffs dismissed the case from New York State Supreme
Court and refiled two separate cases, one in the U.S. District Court for the Southern District of New York (the “BlackRock SDNY
Case”) and the other in the Superior Court of California, Orange County (the “BlackRock California Case”).
Pursuant to a settlement among the parties, the BlackRock SDNY Case was dismissed on December 6, 2018 and the BlackRock California
Case was dismissed on January 11, 2019.













On September 27, 2017, DBTCA was added as
a defendant to a case brought by certain special purpose entities including Phoenix Light SF Limited in the U.S. District Court for the
Southern District of New York, in which the plaintiffs previously alleged incorrectly that DBNTC served as trustee for all 43 of the trusts
at issue. On September 27, 2017, plaintiffs filed a third amended complaint that names DBTCA as a defendant in addition to DBNTC.
DBTCA serves as trustee for one of the 43 trusts at issue. DBNTC serves as trustee for the other 42 trusts at issue. Plaintiffs’
third amended complaint brings claims for violation of the Trust Indenture Act, as amended (the “TIA”); breach of contract;
breach of fiduciary duty; negligence and gross negligence; violation of the Streit Act; and breach of the covenant of good faith. However,
in the third amended complaint, plaintiffs acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs’
TIA Act claims, negligence and gross negligence claims, Streit Act claims, claims for breach of the covenant of good faith, and certain
theories of plaintiffs’ breach of contract claims, and plaintiffs only include these claims to preserve any rights on appeal. Plaintiffs
allege damages of “hundreds of millions of dollars.” On November 13, 2017, DBNTC and DBTCA filed an answer to the third
amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, plaintiffs,
jointly with Commerzbank AG (see description of Commerzbank case below), filed a motion for partial summary judgment. On October 27,
2021, DBNTC and DBTCA filed a supplemental motion for summary judgment relating to plaintiffs’ standing. On February 8, 2022,
the court issued an order in which it granted DBNTC and DBTCA’s supplemental motion for summary judgment, granted in part DBNTC
and DBTCA’s initial motion for summary judgment, and denied plaintiffs’ motion for partial summary judgment. As a result of
that order, all of plaintiffs’ claims were dismissed with prejudice. On March 10, 2022, plaintiffs filed a notice of appeal
to the United States Court of Appeals for the Second Circuit with respect to the court’s orders on the motions to dismiss and for
summary judgment.



On November 30, 2017, DBTCA was added as
a defendant to a case brought by Commerzbank AG (“Commerzbank”) in the U.S. District Court for the Southern District
of New York, in which Commerzbank previously alleged incorrectly that DBNTC served as trustee for all 50 of the trusts at issue. On November 30,
2017, Commerzbank filed a second amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for 1
of the 50 trusts at issue. DBNTC serves as trustee for the other 49 trusts at issue. Commerzbank’s second amended complaint brings
claims for violation of the TIA; breach of contract; breach of fiduciary duty; negligence; violation of the Streit Act; and breach of
the covenant of good faith. However, in the second amended complaint, Commerzbank acknowledges that, before DBTCA was added to the case,
the court dismissed Commerzbank’s TIA claims for the trusts governed by pooling and servicing agreements, as well as its Streit
Act claims and claims for breach of the covenant of good faith, and Commerzbank only includes these claims to preserve any rights on appeal.
The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer “hundreds of millions of dollars in losses,”
but the complaint does not include a demand for money damages in a sum certain. On January 29, 2018, DBNTC and DBTCA filed an answer
to the second amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7,
2018, Commerzbank, jointly with the Phoenix Light plaintiffs, filed a motion for partial summary judgment. On February 8, 2022, the
court issued an order in which it granted in part DBNTC and DBTCA’s motion for summary judgment and denied plaintiffs’ motion
for partial summary judgment. As a result of that order, many of plaintiffs’ claims and theories were dismissed with prejudice.
Discovery is ongoing.













On December 30, 2015, IKB International,
S.A. in Liquidation and IKB Deutsche Industriebank A.G. (collectively, “IKB”), as an investor in 37 RMBS trusts, filed
a summons with notice in the Supreme Court of the State of New York, New York County, against DBNTC and DBTCA as trustees of the trusts.
On May 27, 2016, IKB served its complaint asserting claims for breach of contract, breach of fiduciary duty, breach of duty
to avoid conflicts of interest, violation of New York’s Streit Act, violation of the TIA, violation of Regulation AB, and violation
of Section 9 of the Uniform Commercial Code. IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million in damages. On
October 5, 2016, DBNTC and DBTCA, together with several other trustees defending lawsuits by IKB, filed a joint motion to dismiss.
On January 6, 2017, IKB filed a notice of discontinuance, voluntarily dismissing with prejudice all claims as to three trusts.
On June 20, 2017, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to four additional trusts.
On January 27, 2021, the court granted in part and denied in part DBNTC and DBTCA’s motion to dismiss. The court granted the
motion to dismiss with respect to IKB’s claims for violations of the Streit Act, Regulation AB, and Section 9 of the Uniform
Commercial Code, as well as certain aspects of IKB’s claims for breach of contract, breach of fiduciary duty, and violation of the
TIA. The court denied the remainder of the motion to dismiss. IKB’s remaining claims for breach of contract, breach of fiduciary
duty, breach of duty to avoid conflicts of interest, and violation of the TIA will proceed. On May 10, 2021, DBNTC and DBTCA filed
a notice of appeal with the New York Supreme Court Appellate Division, First Department, regarding certain aspects of the court’s
order on the motion to dismiss. On May 20, 2021, IKB filed a notice of cross appeal with respect to other aspects of that order.
On August 30, 2022, the New York Supreme Court, Appellate Division, First Department affirmed in part and reversed in part the court’s
order on the motion to dismiss. On September 30, 2022, IKB filed a motion for reargument or for leave to appeal to the Court
of Appeals as to certain aspects of the First Department’s decision. On September 30, 2022, DBNTC and DBTCA filed a motion
for leave to appeal to the Court of Appeals as to other aspects of that decision. The First Department granted DBNTC and DBTCA’s
motion and denied IKB’s motion. On June 2, 2021, IKB filed a motion for re-argument regarding certain aspects of the court’s
order on the motion to dismiss, which the court denied on August 3, 2021. On May 13, 2021, DBNTC and DBTCA filed an answer to
the complaint. On October 28, 2021, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to seven
additional trusts. On December 29, 2021, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to
one additional trust. On April 22, 2022, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to
17 certificates at issue, including all claims as to 5 trusts. On February 28, 2023, the parties filed a stipulation, voluntarily
dismissing with prejudice all claims as to two trusts, leaving 15 trusts at issue. Discovery is ongoing.



It is DBTCA’s belief that it has no pending
legal proceedings (including, based on DBTCA's present evaluation, the litigation disclosed in the foregoing paragraphs) that would materially
affect its ability to perform its duties as indenture trustee on behalf of the noteholders.



Item
1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.



The information required by item 1119 of Regulation
AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.



Item 1122 of Regulation AB. Compliance with
Applicable Servicing Criteria.



Each of the Sponsor, Servicer and DBTCA (in its
capacity as Indenture Trustee) (collectively, the “PPSFs”) has been identified by the registrant as parties participating
in the servicing function with respect to more than 5% of the pool assets held by the Issuing Entity. Each of the PPSFs has completed
a report on an assessment of compliance with the servicing criteria applicable to it (each, a “Servicing Report”), which Servicing
Reports are attached as exhibits to this Form 10-K. In addition, each of the PPSFs has provided an attestation report (each, an “Attestation
Report”) by one or more registered public accounting firms, which Attestation Reports are also attached as exhibits to this Form 10-K.
Neither the Servicing Reports nor the Attestation Reports have identified any material instances of noncompliance with the servicing criteria
applicable to the PPSFs.



Item 1123 of Regulation AB. Servicer Compliance
Statement.



Each of the Sponsor and SYNCHRONY FINANCIAL has
completed a Statement of Compliance with applicable servicing criteria (a “Compliance Statement”) signed by an authorized
officer of such servicer. Each Compliance Statement is attached as an exhibit to this 10-K.













SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



Date: March 30, 2023



| | RFS
    HOLDING, L.L.C., as Depositor
| | -------------------------------------
| |                                      
| | By:                                  
| | Name:                                
| | Title:                               



Supplemental Information to be Furnished With
Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12
of the Act.



No annual report or proxy materials have been
sent to security holders and no such report or proxy materials are to be furnished to security holders subsequent to the filing of this
Annual Report on Form 10-K.